Marshfield Clinic Inc.

“The Corporation has two classes of members: (i) Class A Members, who shall be individuals meeting the requirements set forth in the Corporations bylaws, and (ii) a single Class B member, Marshfield Clinic Health System, Inc., which shall be the sole corporate member. Class A Members have the right to elect the members of the governing body and approve certain significant decisions of the governing body. The Class B Member has the right to approve certain significant decisions of the governing body and to receive the remaining assets of the Corporation (or direct distribution of the assets to other 501(c)(3) organizations) upon dissolution.”

“The Class A members have the right to elect the organizations officers and directors.”

“The members have the right to approve any changes to the organizations Articles of Incorporation and Bylaws and to approve any dissolution or liquidation of the organization. Form 990 Part VI Line 11a The Marshfield Clinic Health System Chief Financial Officer and Marshfield Clinic Controller shall review the completed Form 990. After their review and prior to filing Form 990 with the IRS, the CFO or his/her designee will provide to each member of the Board of Directors a draft copy in electronic or paper form of the completed Form 990 (and all required schedules). The Systems Audit Committee (a subcommittee of the Board of Directors) reviews and approves all corporate tax returns. In addition, the FY16 form 990 was reviewed by outside tax advisor prior to filing.”

“The Chief Financial Officer and VP of Finance shall review the completed Form 990 and Form 990-T in-depth. After their review and prior to filing Form 990 and Form 990-T with the IRS, the CFO or his/her designee will provide to each member of the Board of Directors a copy in electronic or paper form of the completed Form 990 (and all required schedules) and the completed Form 990-T (and all required schedules). Thereafter, at the next Board meeting (or at a special meeting called for this purpose), the CFO and/or his/her designee shall review the forms and schedules with the board members and answer any questions. In addition, the FY15 form 990 was reviewed by KPMG prior to filing.”

“All officers, Board directors, and key employees of every Marshfield Clinic Health System (MCHS) entity, as well as any other person designated by the Audit and Compliance Committee (ACC) to be a Required Reporter by virtue of his or her position at a System entity, shall annually complete a conflict of interest disclosure form. Such forms shall be distributed and recorded by the Systems designated Compliance Officer. All Financial Interests disclosed as part of the annual disclosure process shall be reviewed by the ACC. The ACC shall inform the Board of disclosed financial interests which may bear upon or relate to a transaction upon which the Board or another board, committee or other body of a System Entity, may deliberate or act. In addition to the annual disclosures, if at any time between annual disclosures, a Required Reporter becomes aware that the Board, or a board, committee or other body, of any System entity may deliberate or act upon any Transaction that may have any bearing of any kind upon, or may relate in any manner to, an existing, intended or expected Financial Interest of the Required Reporter, he or she shall disclose the Financial Interest to the relevant System Entity board, committee or body chair, as well as to the Systems Compliance Officer, in advance of any deliberations or action, written disclosure of the existence, nature and extent of his or her Financial Interest. All written or oral disclosures of Financial Interests shall be recorded in the minutes of the Board and by the office of the Compliance Officer. The Compliance Officer shall disclose the completed forms as necessary to those MCHS employees responsible for completion of the Systems IRS Form 990.”

“The Systems Independent Compensation Committee (Compensation Committee) shall have final authority for approving compensation and benefits of all "disqualified persons" (as that term is defined in 4958 of the Internal Revenue Code (the "Code")) employed by the Corporation, including but not limited to the Corporations CEO. The term "disqualified persons" includes (but is not limited to) any person (or the persons family member) who was, at any time during the 5-year period ending on the date of the transaction, in a position to exercise substantial influence over the affairs of the organization. It shall be the responsibility of the Compensation Committee to insure that the System does not pay an amount that exceeds reasonable compensation for any disqualified person. The Compensation Committee and its operating procedures shall be designed to establish the rebuttable presumption of reasonableness of compensation outlined in Treasury Reg. Sec. 53.4958-6 with respect to each disqualified person. In determining reasonableness of compensation, the compensation committee shall evaluate appropriate information as to comparability of compensation, including but not limited to: compensation levels paid by similarly situated organizations for comparable positions; the availability of similar services in the Systems geographic area; current compensation surveys compiled by independent firms; and actual written job offers from similar institutions. The ICC shall have independent authority to obtain outside expert opinions on the reasonableness and fair market value of compensation and gather other information the Committee considers necessary or appropriate to make its decisions on compensation. The Compensation Committee shall timely document its determination of reasonableness of compensation.”

“Marshfield clinic does not make its current governing documents, conflict of interest policy or financial statements available to the public. Federal tax law does not require that such documents be made publicly available unless they were included on a form that is publicly available. Marshfield clinic does make available its form 1023, as required.”

“The mission of marshfield clinic is to serve patients through accessible, high quality health care, research and education. Through research, education and standardization of quality, our vision is to reduce the burden of disease, disability and cost for our patients and communities. Form 990 Part III Line 4a The Marshfield Clinic system provides patient care, research and education throughout northern, central and western Wisconsin, with locations in 35 communities. Marshfield Clinic (the Clinic) has 680 physicians in 86 medical specialties and subspecialties. For 100 years, the Clinic has provided medical care to all patients regardless of their ability to pay. Charity care determinations are based on financial information provided by the patient and analysis of other relevant information. Because the Clinic anticipates either no or nominal payment for these services, the amounts are excluded from revenues. There were approximately 3,500,000 patient encounters for fiscal year 2016. The Clinic provided Charity Care of $1,982,000 in fiscal year 2016 based on the cost of providing care to patients who cannot afford to pay in accordance with its Charity Care Policy. As a result of implementation of the Affordable Care Act, many patients previously qualifying for the Clinic's charity care program are now enrolled in federally subsidized insurance plans or the State of Wisconsin BadgerCare Medicaid program. Consequently, charity care for this population has decreased significantly. The Clinic also provides substantial community support through the provision of services to individuals supported by public programs such as general relief, Medicare and Medicaid. The Clinic's cost of providing services under these programs in excess of reimbursement received by the Clinic, and the estimated unreimbursed cost of providing care to low income underinsured and uninsured patients through the Clinic's partnership with Family Health Center, a federally funded community health center was $241,542,000 in fiscal year 2016.”

“Through its research division, marshfield clinic research foundation (mcrf), the clinic is engaged in medical and scientific research on national and international levels. The mcrf mission is to discover and communicate scientific knowledge that substantially improves human health and well-being. Since mcrf's establishment in 1959, research discoveries by mcrf scientists and clinic physicians have expanded knowledge in multiple fields of human health and reduced the burden of disease and disability. Areas of focus include clinical research, rural and agricultural health and safety, human genetics, epidemiology, and biomedical informatics. The marshfield clinic education division also has a history of strong commitment to education and public service. Full residency programs for recent medical school graduates include internal medicine, pediatrics, medicine and pediatrics, dermatology, and general surgery. All programs are fully accredited by the accreditation council for graduate medical education (acgme) of the american medical association. The clinic has exemplary accreditation status with the accreditation council on continuing medical education [accme] as a longstanding provider of continuing medical education to area physicians and allied health providers. Additionally, we serve as an academic clinical campus of the university of wisconsin school of medicine and public health. We have over 80 national post-secondary academic affiliations and over 30 state post-secondary academic affiliations for student, resident, and fellowship training. Marshfield clinic is recognized as a training center for the american heart association and also sponsors educational events and training for the public including diabetes education mental health programs.”

“Marshfield labs provides comprehensive anatomical and high-complexity diagnostic testing services to patients of marshfield clinic and other area medical facilities. In addition to the primary laboratory located in marshfield, marshfield labs is serving the needs of surrounding communities with smaller labs at many marshfield clinic centers throughout central and northern wisconsin. Proximity to our laboratories provides convenience and expeditious service to marshfield clinic patients. Marshfield labs has become a center for the latest technologies and most advanced testing methods utilized today. Some of the advanced tests and emerging technologies offered by marshfield labs would not otherwise be available to patients in rural areas.”

“Net Asset Transfer - Lakeview Medical Center $37,145,500 Miscellaneous adjustments ($733,224) TOTAL OTHER CHANGES IN NET ASSETS $36,412,276”