2014-08-14T12:32:58-05:00 2013-09-30 346565596 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 4000 INDIANAPOLIS IN 46204 990 2012-10-01 455235566 YALE-NEW HAVEN CARE CONTINUUM CORPORATION YALE 2036882069 789 HOWARD AVENUE NEW HAVEN CT 06519 JAMES STATEN 2036882069 2014-08-08 0 P00032493 3176817000 2012 2015-11-30 17:44:51Z JAMES STATEN 789 HOWARD AVE NEW HAVEN CT 06519 11513910 0 X N/A X 2012 CT MAINTAIN AND OPERATE A CHRONIC AND CONVALESCENT NURSING HOME. 3 0 155 64 0 0 0 0 645414 11460483 0 0 2451 53427 647865 11513910 0 0 0 0 459777 9300930 0 0 0 199807 3558400 659584 12859330 -11719 -1345420 5891452 7872124 5903171 9229263 -11719 -1357139 X TO PROVIDE LONG-TERM CARE FOR THOSE UNABLE TO LIVE INDEPENDENTLY AND SHORT-TERM REHABILITATION FOR PATIENTS WHO HAVE EXPERIENCED ELECTIVE SURGERY, AN INJURY OR A TRAUMATIC MAJOR ILLNESS. 0 0 10377101 11460483 SEE SCHEDULE OTHE CORPORATION OPERATES A 120-BED SKILLED NURSING FACILITY THAT PROVIDES LONG-TERM CARE FOR THOSE UNABLE TO LIVE INDEPENDENTLY AND SHORT-TERM REHABILITATION FOR PATIENTS WHO HAVE EXPERIENCED ELECTIVE SURGERY, AN INJURY OR A TRAUMATIC MAJOR ILLNESS. DURING FY13 THE CORPORATION HAD 39,954 PATIENT DAYS AND PROVIDED VARIOUS SERVICES INCLUDING BUT NOT LIMITED TO RESPITE CARE FOR FAMILY MEMBERS AND CAREGIVERS WHO NEED A REST FROM THE DEMANDS OF PROVIDING CONTINUOUS CARE AT HOME; STROKE RECOVERY FOR VICTIMS OF STROKE WHO OFTEN REQUIRE EXTENDED REHABILITATION SERVICES IN ORDER TO ACHIEVE A LEVEL OF FUNCTIONALITY THAT ALLOWS THEM TO RETURN HOME; ORTHOPEDIC RECOVERY FOR PATIENTS WHO HAVE UNDERGONE BONE AND/OR JOINT SURGERY, INCLUDING INDIVIDUALIZED ONE-ON-ONE THERAPY WITH TRAINED STAFF, SEVEN DAYS A WEEK; AND QUICK ACCESS TO LABS, MEDICATIONS AND DIAGNOSTIC SERVICES (SUCH AS RADIOLOGICAL SERVICES). 10377101 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 155 1 0 0 0 0 0 0 0 0 0 0 X 3 0 1 0 0 0 1 1 1 1 0 0 0 0 1 1 1 1 1 0 0 0 X VINCENT TAMMARO 2036886364 789 HOWARD AVE NEW HAVEN CT 06519 JAMES M STATEN 1.00 39.00 X X 0 1112762 345337 THOMAS BALCEZAK 1.00 39.00 X X 0 519300 151914 GAYLE CAPOZZALO 1.00 39.00 X X 0 1146524 161371 0 2778586 658622 0 0 1 0 0 NET PATIENT REVENUE 623000 11460483 11460483 11460483 OTHER ANCILLARY REVENUE 900099 53427 53427 53427 11513910 11460483 0 53427 7483875 6286456 1197419 1276523 1097809 178714 540532 464858 75674 42795 42795 66469 66469 795921 284888 511033 1738255 1525784 212471 588974 515750 73224 8374 8374 195695 156556 39139 121917 45000 76917 12859330 10377101 2482229 0 68233 169180 650398 2456487 4713370 206163 4064532 4507207 1108289 739250 5891452 7872124 761333 832144 5141838 8397119 5903171 9229263 X -11719 -1357139 -11719 -1357139 5891452 7872124 -1345420 0 X 0 1 X 1 0 X 1580000 1580000 2184467 106698 2077769 368000 99465 268535 580903 580903 4507207 INTANGIBLES 701000 PATIENTS SECURITY DEPOSITS 38250 739250 THIRD PARTY PAYABLE-HSR 370571 DUE TO YNHHSC 295156 DUE TO MCP 504337 OTHER MISC PAYABLES 38250 DUE TO YNHH- LT 4000000 THIRD PARTY PAYABLE-YNHH 413000 DUE TO Y-NHH- CURRENT 2775805 8397119 11513910 0 11513910 0 11513910 12859330 0 12859330 0 12859330 0 1 0 0 0 0 0 0 0 JAMES M STATEN 0 767206 0 259800 0 85756 0 275040 0 70297 0 1458099 0 0 THOMAS BALCEZAK 0 368460 0 89549 0 61291 0 129110 0 22804 0 671214 0 23864 GAYLE CAPOZZALO 0 632222 0 247820 0 266482 0 143200 0 18171 0 1307895 0 0 PART I, LINE 4B PART I, LINE 4B: THE INDIVIDUALS LISTED BELOW ARE PARTICIPANTS IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THESE ACCRUALS ARE INCLUDED IN THE AMOUNTS REPORTED IN PART II, COLUMN C (DEFERRED COMPENSATION)AND REPRESENTS THE RELATED ENTITY'S AMOUNTS THAT HAVE NOT YET BEEN VESTED CONSISTENT WITH THE COMPENSATION REPORTING PER IRS: SEVERANCE NONQUALIFIED EQUITY-BASED JAMES M. STATEN - 132,290 - THOMAS J. BALCEZAK - 60,198 - THE INDIVIDUAL LISTED BELOW BECAME VESTED IN BENEFITS VALUED AT THE AMOUNT RESPECTIVELY REPORTED BELOW DURING THE REPORTING YEAR. INCLUDED IN SECTION II, COLUMN B (III) IS AMOUNT VESTED DURING THE 2012 CALENDAR YEAR THAT WERE RECOGNIZED AS TAXABLE EVENTS AND REPORTED IN THE INDIVIDUAL' 2012 CALENDAR YEAR FORM W-2. THIS AMOUNT INCLUDES ACCUMULATIONS OF FUTURE BENEFITS THAT FOR THIS INDIVIDUAL INCLUDE MULTIPLE YEARS OF SERVICE LEADING UP TO THE VESTING OF BENEFITS THAT OCCURRED IN THE 2012 CALENDAR YEAR. ACCORDINGLY, THIS AMOUNT INCLUDED IN COLUMN B (III) THAT WERE RECOGNIZED AS 2012 CALENDAR YEAR VESTED AMOUNTS THAT WERE PREVIOUSLY REPORTED ON PRIOR YEARS' FORM 990 AS DEFERRED COMPENSATION HAVE BEEN IDENTIFIED IN COLUMN F. SEVERANCE NONQUALIFIED EQUITY-BASED GAYLE CAPOZZALO - $ 185,042 - THE SUPPLEMENTAL RETIREMENT INCOME PLAN (SRIP) IS DESIGNED TO ENSURE THE PAYMENT OF A COMPETITIVE LEVEL OF RETIREMENT INCOME WHEN ADDED TO OTHER SOURCES OF RETIREMENT INCOME IN ORDER TO ATTRACT AND RETAIN KEY MANAGEMENT EMPLOYEES SERVING AS CORPORATE OFFICERS. THE PLAN PROVIDES SUPPLEMENTAL RETIREMENT INCOME THROUGH AN UNFUNDED, NONQUALIFIED DEFERRED COMPENSATION ARRANGEMENT UNDER SECTION 457(F) AND THROUGH A DEFERRED COMPENSATION PLAN UNDER SECTION 409A OF THE INTERNAL REVENUE CODE AND A MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES' PLAN UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA). FORM 990, PART VI, SECTION A, LINE 1 NUMBER OF INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY PURSUANT TO THE ORGANIZATION'S BYLAWS, THE ORGANIZATION'S SOLE MEMBER, YNH NETWORK CORPORATION, AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE (THE "PARENT"), ELECTS THE ORGANIZATION'S BOARD OF DIRECTORS. NONE OF THE ORGANIZATION'S VOTING MEMBERS ARE INDEPENDENT BECAUSE ALL ARE COMPENSATED AS OFFICERS OR EMPLOYEES OF THE ORGANIZATION OR A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS, TRUSTEES, OR KEY EMPLOYEES SOME OF THE ORGANIZATION'S CURRENT OFFICERS AND TRUSTEES SERVE AS OFFICERS AND/OR DIRECTORS OF TAXABLE AFFILIATES WITHIN THE ORGANIZATION'S CORPORATE SYSTEM. THE INDIVIDUAL OFFICERS AND TRUSTEES DO NOT HAVE PERSONAL FINANCIAL INTERESTS IN THOSE BUSINESS ENTITIES AND SERVE ONLY AS A FUNCTION OF THEIR ROLES WITHIN THE ORGANIZATION'S CORPORATE SYSTEM. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF YALE-NEW HAVEN CARE CONTINUUM CORPORATION IS YNH NETWORK CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER SHALL ELECT THE BOARD OF DIRECTORS, WHICH SHALL CONSIST OF NOT LESS THAN 3 DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER AND THE MEMBER'S SOLE MEMBER, YALE-NEW HAVEN HEALTH SERVICES CORPORATION, ARE REQUIRED TO APPROVE ANY MERGER, CONSOLIDATION OR DISSOLUTION OF THE ORGANIZATION OR ANY SUBSIDIARY OR AFFILIATE; AMENDMENT OR RESTATEMENT OF THE MISSION, CERTIFICATE OF INCORPORATION OR BYLAWS; ADOPTION OF OPERATING BUDGETS; ADOPTION OF CAPITAL BUDGETS; AGGREGATE OPERATING AND CAPITAL BUDGETS THAT EXCEED CERTAIN DOLLAR AMOUNTS; LONG TERM OR MATERIAL AGREEMENTS; RELATIONSHIPS OR AGREEMENTS FOR UNDERGRADUATE OR GRADUATE MEDICAL EDUCATION; APPOINTMENT OF AN INDEPENDENT AUDITOR AND INDEPENDENT COUNSEL EXCEPT IN CERTAIN CONFLICT SITUATIONS BETWEEN THE MEMBER AND THE ORGANIZATION; CREATION OR ACQUISITION OF ANY SUBSIDIARY OR AFFILIATE; CERTAIN MANAGEMENT CONTRACTS; MAJOR NEW PROGRAMS AND CLINICAL SERVICES; STRATEGIC PLANS; ADOPTION OF SAFETY AND QUALITY ASSURANCE POLICIES; ANY TRANSACTIONS WITH INTERESTED PERSONS. FORM 990, PART VI, SECTION A, LINE 8B THE CORPORATE DOCUMENTS DO NOT PROVIDE FOR SUB-COMMITTEE OF THE GOVERNING BODY, THEREFORE, THE GOVERNING BODY HAS NOT AUTHORIZED ANY COMMITTEES TO ACT ON ITS BEHALF. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 TAX RETURN AND ATTACHED SCHEDULES WERE PREPARED BY EMPLOYEES OF THE SYSTEM TAX DEPARTMENT. THE RETURN IS INITIALLY REVIEWED BY THE DIRECTOR AND VP OF CORPORATE FINANCE. SUBSEQUENTLY IT IS SENT TO ERNST & YOUNG US, LLP FOR THEIR INITIAL REVIEW. AFTER ALL COMMENTS FROM THE ABOVE GROUP ARE CLEARED, THE RETURN IS THEN REVIEWED BY THE CHIEF FINANCIAL OFFICER OF THE ENTITY AND A FINAL VERSION OF THE RETURN IS SENT BACK TO ERNST & YOUNG US, LLP FOR FINAL REVIEW. PRIOR TO FILING, THE ORGANIZATION MADE AVAILABLE A COMPLETE COPY OF THE RETURN TO THE BOARD OF DIRECTORS OF THE ORGANIZATION'S SOLE MEMBER, THE YNH NETWORK CORPORATION. A SECURE WEB PORTAL IS AVAILABLE TO ACCESS THE RETURN. FORM 990, PART VI, SECTION B, LINE 12C AS AN AFFILIATE OF YALE NEW HAVEN HEALTH SYSTEM, THE "SYSTEM", THE ORGANIZATION IS COVERED BY THE SYSTEM'S CONFLICTS OF INTEREST POLICY CC:R-7. THIS POLICY AND INDIVIDUAL ANNUAL DISCLOSURE FORM APPLIES TO A POOL OF EMPLOYEES, BOARD MEMBERS AND NON-BOARD MEMBERS SERVING ON BOARD COMMITTEES. THESE "COVERED INDIVIDUALS" ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT, UPON BEGINNING EMPLOYMENT OR OTHERWISE BECOMING A COVERED INDIVIDUAL AND ANNUALLY THEREAFTER. COVERED INDIVIDUALS ARE ALSO REQUIRED TO IMMEDIATELY REPORT MATERIAL CHANGES TO THEIR MOST RECENTLY COMPLETED DISCLOSURE STATEMENT. THESE DISCLOSURE STATEMENTS AND REPORTS ARE REVIEWED BY THE OFFICE OF PRIVACY AND CORPORATE COMPLIANCE AND/OR THE LEGAL & RISK SERVICES DEPARTMENT TO ENSURE COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. IF A POTENTIAL CONFLICT ARISES, THE CEO WOULD CONSULT WITH THE BOARD CHAIRMAN AND THE LEGAL & RISK SERVICES DEPARTMENT AND TAKE ANY ACTIONS THAT SHE DEEMS REQUIRED OR APPROPRIATE TO MANAGE OR RESOLVE A POTENTIAL CONFLICT OF INTEREST. FOR EXAMPLE, A VOTING BOARD OR COMMITTEE MEMBER WOULD BE REQUIRED TO RECUSE HIMSELF OR HERSELF FROM VOTING ON MATTERS RELATED TO THE POTENTIAL CONFLICT AND THE POTENTIAL CONFLICT WOULD BE DISCLOSED TO OTHER VOTING MEMBERS. ALL COMPENSATION REPORTED ON THIS 990 IS PAID FROM RELATED ORGANIZATIONS. THE REPORTING ENTITY, ITSELF, DOES NOT DETERMINE COMPENSATION; HOWEVER, THE RELATED ORGANIZATIONS' PROCESSES DO INCLUDE THE STEPS DESCRIBED ON LINES 15A AND 15B. FORM 990, PART VI, SECTION C, LINE 19 FORM 990, PART VI, SECTION C, LINE 19: COPIES OF FORM 990, FORM 1023 AND AUDITED FINANCIAL STATEMENTS ARE MAINTAINED IN THE SYSTEM TAX DEPARTMENT. OTHER CORPORATE GOVERNING DOCUMENTS ARE MAINTAINED BY OFFICE OF LEGAL AND CORPORATE COMPLIANCE. CONFLICT OF INTEREST POLICIES ARE AVAILABLE TO ALL EMPLOYEES ON THE CORPORATE INTERNAL WEBSITE. COPIES OF ALL DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. YALE NEW HAVEN HEALTH SERVICES CORP 789 HOWARD AVE NEW HAVEN CT 06519 222529464 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11A, I N/A 0 BRIDGEPORT HOSPITAL & HEALTHCARE SERVICES 267 GRANT STREET BRIDGEPORT CT 06610 061066729 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11A, I YALE NEW HAVEN HEALTH SERVICES CORP 1 GREENWICH HEALTHCARE SERVICES INC 5 PERRYRIDEGE RD GREENWICH CT 06830 222593399 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11B, II YALE NEW HAVEN HEALTH SERVICES CORP 1 NORTHEAST MEDICAL GROUP INC 226 MILL HILL AVENUE BRIDGEPORT CT 06615 061330992 HEALTHCARE CT 501C3 LINE 9 YALE NEW HAVEN HEALTH SERVICES CORP 1 YALE-NEW HAVEN HOSPITAL 20 YORK ST NEW HAVEN CT 06504 060646652 HEALTHCARE CT 501C3 LINE 3 YALE NEW HAVEN HEALTH SERVICES CORP 1 BRIDGEPORT HOSPITAL 267 GRANT STREET BRIDGEPORT CT 06610 060646554 HEALTHCARE CT 501C3 LINE 3 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 SOUTHERN CT HEALTH SYSTEM PROPERTIES INC 267 GRANT STREET BRIDGEPORT CT 06610 061297708 TITLE HOLDING CT 501C2 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 BRIDGEPORT HOSPITAL AUXILIARY INC 267 GRANT STREET BRIDGEPORT CT 06610 066042500 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11A, I BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 BRIDGEPORT HOSP FOUNDATION INC 267 GRANT STREET BRIDGEPORT CT 06610 222593399 SYSTEM SUPPORT SERVICES CT 501C3 LINE 7 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 NORMA F PFREIM BREAST CANCER INC 111 BEACH ROAD FAIRFIELD CT 06430 060567752 HEALTHCARE CT 501C3 LINE 11A, I BRIDGEPORT HOSPITAL 1 THE GREENWICH HOSPITAL ENDOWMENT FUND 5 PERRYRIDGE ROAD GREENWICH CT 06830 061526642 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11B, II GREENWICH HOSP & HEALTHCARE SERVICES CORP 1 GREENWICH HOSPITAL 5 PERRYRIDGE ROAD GREENWICH CT 06830 060646659 HEALTHCARE CT 501C3 LINE 3 GREENWICH HOSP & HEALTHCARE SERVICES CORP 1 PERRYRIDGE CORPORATION 5 PERRYRIDGE ROAD GREENWICH CT 06830 061207316 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11B, II GREENWICH HOSP & HEALTHCARE SERVICES CORP 1 NORTHEAST MEDICAL GROUP PLLC 226 MILL HILL AVENUE BRIDGEPORT CT 06610 352380180 HEALTHCARE CT 501C3 LINE 11A, I NORTHEAST MEDICAL GROUP INC 1 YNH NETWORK CORP 789 HOWARD AVE NEW HAVEN CT 06519 061513687 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11A, I YALE NEW HAVEN HEALTH SERVICES CORP 1 CARITAS INSURANCE 30 MAIN STREET SUITE 330 BURLINGTON VT 05401 330322238 INSURANCE VT 501C3 LINE 11A, I YALE-NEW HAVEN HOSPITAL 1 BRIDGEPORT HOSPITAL FRIENDS OF PEDIATRICS 120 COLUMBINE DRIVE TRUMBULL CT 06611 066048427 SYSTEM SUPPORT SERVICES CT 501C3 LINE 11A, I YALE-NEW HAVEN HOSPITAL 1 SHORELINE SURGERY CENTER LLC 60 TEMPLE STREET NEW HAVEN CT 06510 900110459 HEALTHCARE CT N/A SSC II LLC 111 GOOSE LANE GUILFORD CT 06437 261709382 HEALTHCARE CT N/A ORTHOPAEDIC & NEUROSURGERY CENTER 55 HOLLY HILL LANE GREENWICH CT 06830 273411797 HEALTHCARE CT N/A YORK ENTERPRISES INC 50 YORK STREET NEW HAVEN CT 06511 061110937 TITLE HOLDING CT N/A C 1 YALE-NEW HAVEN AMBULATORY SERVICE 40 TEMPLE STREET NEW HAVEN CT 06510 061398526 HEALTHCARE CT N/A C 1 CHC PHYSICIANS PC 789 HOWARD AVENUE NEW HAVEN CT 06519 061436530 HEALTHCARE CT N/A C 1 QUINNIPIAC MEDICAL PC 789 HOWARD AVENUE NEW HAVEN CT 06519 061405531 HEALTHCARE CT N/A C 1 YNH GERIATRIC SERVICES PC 789 HOWARD AVENUE NEW HAVEN CT 06519 061561581 HEALTHCARE CT N/A C 1 YNH MEDICAL SERVICES PC 789 HOWARD AVENUE NEW HAVEN CT 06519 061561583 HEALTHCARE CT N/A C 1 YNHH- MSO INC 789 HOWARD AVENUE NEW HAVEN CT 06519 061467717 MANAGEMENT SERVICES CT N/A C 1 MEDICAL CENTER REALTY INC 50 YORK STREET NEW HAVEN CT 06511 061110858 RENTAL CT N/A C 1 MEDICAL CENTER PHARMACY INC 50 YORK STREET NEW HAVEN CT 06511 061087673 PHARMACY CT N/A C 1 GREENWICH HEALTH SERVICES INC 5 PERRYRIDGE LANE GREENWICH CT 06830 061233643 HEALTHCARE CT N/A C 1 GREENWICH FERTILITY & IVF CENTER 5 PERRYRIDGE LANE GREENWICH CT 06830 300145464 HEALTHCARE CT N/A C 1 GREENWICH INTEGRATIVE MEDICINE PC 35 RIVER ROAD COS COB CT 06807 260236411 HEALTHCARE CT N/A C 1 GREENWICH OCCUPATIONAL HEALTH SERV-NY 5 PERRYRIDGE ROAD GREENWICH CT 06830 061540101 HEALTHCARE NY N/A C 1 GREENWICH PEDIATRIC SERVICES PC 5 PERRYRIDGE ROAD GREENWICH CT 06830 743054409 HEALTHCARE CT N/A C 1 YNHH-PHYSICIANS CORP 789 HOWARD AVE NEW HAVEN CT 06519 061202305 ADMINISTRATIVE SERVICES CT N/A C 1 GREENWICH OCCUPATIONAL HEALTH SERV-NJ 5 PERRYRIDGE LANE GREENWICH CT 06830 453833883 HEALTHCARE NJ N/A C 1 LUKAN INDEMNITY VALLIS BLDG 58 PAR LA VILLE RD HAMILTON BD 981072793 INSURANCE BD N/A C 1 PRIMARYNET OF CONNECTICUT 789 HOWARD AVE NEW HAVEN CT 05119 061463534 HEALTHCARE CT N/A C 1 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 1 0 0 0 YALE NEW HAVEN HEALTH SERVICES CORP M 157456 COMPARABLE MARKET VALUE MEDICAL CENTER PHARMACY H 485511 COMPARABLE MARKET VALUE YALE-NEW HAVEN HOSPITAL M 175020 COMPARABLE MARKET VALUE YALE-NEW HAVEN HOSPITAL P 3183094 CASH THE FOLLOWING ENTITITES LISTED AS RELATED ORGANZATIONS IN PART IV: QUINNIPIAC MEDICAL PC, YNH GERIATRICS SERVICES PC, YNH MEDICAL SERVICES PC AND CHC PHYSICIANS CORP ARE ALL CONTROLLED BY YALE-NEW HAVEN HOSPITAL CHIEF OF STAFF. IN ACCORDANCE WITH STATE LAWS, PROFESSIONAL CORPORATIONS SUCH AS THESE MUST BE OWNED BY A PHYSICIAN. THEREFORE, THE CHIEF OF STAFF OF YALE-NEW HAVEN HOSPITAL IS APPOINTED THE NOMINEE SHAREHOLDER OF THESE ENTITIES.