2013-07-25T08:37:13-05:00 2012-09-30 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 2600 INDIANAPOLIS IN 46204 990 2011-10-01 060646597 Danbury Hospital % MARY JO PAWLAK DANB 2037398110 24 Hospital Avenue Danbury CT 06810 STEVEN ROSENBERG 2013-07-23 3176817000 2011 2016-02-24 21:20:13Z JOHN M MURPHYMD 24 HOSPITAL AVENUE DANBURY CT 068106099 570110838 false X www.danburyhospital.org X 1885 CT TO ENHANCE THROUGH MEDICAL CARE, EDUCATION AND RESEARCH THE HEALTH AND WELL BEING OF INDIVIDUALS IN DANBURY, CONNECTICUT AND SURROUNDING COMMUNITIES IN PARTNERSHIP WITH THOSE WE SERVE. 12 9 3372 339 7103958 -3981358 14967415 11526659 502670162 507944594 12095360 9050540 -2692603 3459961 527040334 531981754 0 0 0 0 262300141 258113598 0 0 0 233705886 238779630 496006027 496893228 31034307 35088526 715105959 773883884 326864381 329262785 388241578 444621099 X TO IMPROVE THE HEALTH AND WELL BEING OF THOSE WE SERVE. false false 395832330 502438260 SEE SCHEDULE O 16041684 5545917 TEACHING - DANBURY HOSPITAL PROVIDES A DYNAMIC ENVIRONMENT FOR TEACHING AND RESEARCH FOR OUR GRADUATE MEDICAL EDUCATION PROGRAMS. THE HOSPITAL RECEIVED ACCREDITATION WITH COMMENDATION FROM THE JOINT COMMISSION ON ACCREDITATION OF HEALTHCARE ORGANIZATIONS, AND IS APPROVED TO SPONSOR RESIDENCY PROGRAMS BY THE ACCREDITATION COUNCIL FOR GRADUATE MEDICAL EDUCATION OF THE AMERICAN MEDICAL ASSOCIATION. AS A LEADING UNIVERSITY TEACHING INSTITUTION, DANBURY HOSPITAL DURING 2012 ESTABLISHED A PARTNERSHIP WITH THE UNIVERSITY OF VERMONT COLLEGE OF MEDICINE TO DEVELOP A GLOBAL CLINICAL HEALTH ELECTIVE FOR FUTURE PHYSICIANS. DURING THE YEAR 1,290 PERSONS PARTICIPATED. 2140808 SEE SCHEDULE O 414014822 true true false true false false false false false true true false false true true false false true false true true false false false false false true true false false true true false false false false false false false false false true false false false false false true true true false false true 450 0 true 3372 true true true true CJ false false false false false false false false X 12 9 true false true false true true true true true false false true true true true true true true true false X X MARY JO PAWLAK 2037398110 24 HOSPITAL AVENUE Danbury CT 06810 X JOHN M MURPHY MD 40.0 X X 1039775 62114 NEIL CULLIGAN MD 1.0 X 0 0 DAVID KRAMER MD 1.0 X 0 0 DAVID CYGANOWSKI 1.0 X X 0 0 ALPHONSE ALTORELLI MD 1.0 X 0 0 RICHARD G JABARA 1.0 X 0 0 ANTHEA DISNEY 1.0 X 0 0 JOSEPH D SKRZYPCZAK 1.0 X X 0 0 SPENCER HOULDIN 1.0 X 0 0 JOHN R PATRICK 1.0 X 0 0 BRIAN C WHITE 1.0 X 0 0 JAMES KENNEDY 3.0 X X 0 0 JOHN MARTOCCI TO 1231 3.0 X X 0 0 JAY LENT TO 531 1.0 X 0 0 JOHN C KLINE TO 1231 1.0 X 0 0 STEVEN H ROSENBERG 40.0 X 677240 53042 DONNA KAPLANIS 40.0 X 222446 59652 MATTHEW A MILLER MD 40.0 X 576240 44382 PHYLLIS F ZAPPALA 40.0 X 877639 40648 MOREEN O DONAHUE 40.0 X 363329 68868 MICHAEL DAGLIO 40.0 X 345100 52927 JOSEPH CAMPBELL 40.0 X 253562 63736 MORRIS GROSS 40.0 X 276693 22260 48637 SUSAN C IOVINO 40.0 X 258221 48184 DAWN MYLES 40.0 X 264068 30790 JUDITH WARD TERM 12811 40.0 X 274558 52562 WILLIAM DELANEY MD 40.0 X 283878 52787 VERONICA RON-PRIOLA MD 40.0 X 260197 55056 PETER COURTWAY X 417267 36246 JOHN BORRUSO MD X 382283 27125 RUTH GREGORY X 140428 27406 DOUGLAS MAGAZU X 213798 23321 26171 6744439 427864 850333 456 true true false SLAM COLLABORATIVE PO BOX 12 BRATTLEBORO VT 053020012 ARCHITECTS 4362896 TOWERS WATSON PENNSYLVANIA INC PO BOX 8500 PHILADELPHIA PA 19178 INVEST. CONSULTANTS 1438120 DANBURY RADIOLOGICAL ASSOCIATES PO BOX 10068 LANCASTER PA 17605 RADIOLOGY SERVICES 1202319 PRICE WATERHOUSE COOPERS LLP PO BOX 7247-8001 PHILADELPHIA PA 19170 CONSULTANTS 870725 OASIS TECH PARTNERS 175 PORTLAND STREET 4TH FLOOR BOSTON MA 02114 IT CONSULTANTS 608735 41 7792719 2619689 1114251 11526659 ANCILLARY SERVICE 621400 267400155 267400155 MEDICARE/MEDICAID PAYMENTS 621990 196968243 196968243 ROUTINE PATIENT 621990 32106739 32106739 CONTRACT LAB 621500 5947645 5947645 MEANINGFUL USE INCENTIVE 621990 3450045 3450045 2071767 1906818 164949 507944594 2222543 2222543 48024 48024 0 773376 773376 773376 39583 732052 1741 36415635 8115361 36224491 1526532 191144 6588829 6779973 6779973 0 0 381887 378061 3826 3826 ROSS RESEARCH INCOME 900099 870882 870882 INS TO COMMUNITY PHYS 524298 424261 424261 PATIENT SERVICES 900099 368766 368766 1018850 1018850 2682759 531981754 501871583 7103958 11479554 X 0 0 0 0 5054312 2013697 3040615 0 0 0 0 0 187420068 157882665 29537403 0 21528104 18135275 3392829 0 30004869 25276102 4728767 0 14106245 11883101 2223144 0 24327 20493 3834 0 1687490 0 1687490 0 591688 0 591688 0 59583 50193 9390 0 0 1413031 0 1413031 0 76043385 64058948 11984437 0 234592 197620 36972 0 82340227 69363407 12976820 0 10021861 8442416 1579445 0 0 0 0 0 10484120 8831823 1652297 0 467038 393433 73605 0 0 0 0 0 61892 52138 9754 0 4204080 3541517 662563 0 0 0 0 0 31663499 26673332 4990167 0 559840 0 559840 0 EQUIPMENT RENT & MAINT. 8561521 7212225 1349296 0 MALPRACTICE 6798516 6798516 0 0 PROFESSIONAL MEMBERSHIP 2379562 2004543 375019 0 EXTRAORDINARY LOSS ON REFUND 1183378 1183378 0 0 496893228 414014822 82878406 0 7120 3243 36720981 53639526 0 0 53313528 60038935 0 0 0 0 7247050 5793756 8853966 9333372 3607312 4130837 565213092 322977997 220285359 242235095 276647475 274027038 0 0 0 0 0 0 108423168 124682082 715105959 773883884 42887748 48879428 0 0 3323647 3549882 254615000 251135000 0 0 0 0 0 0 0 0 26037986 25698475 326864381 329262785 X 332255763 386002265 27787449 29794088 28198366 28824746 388241578 444621099 715105959 773883884 X 35088526 21290995 X false true true X true true X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false true 7 false false true 78719 false true 534 79260 false SCHEDULE C, PART II-B DESCRIPTION OF LOBBYING ACTIVITY ONLY STATE AND LOCAL OFFICIALS WERE LOBBIED DURING 2012. AS PART OF THIS MISCELLANEOUS OFFICE EXPENSE SUCH AS PHONE, COMPUTER SUPPLIES, REFRESHMENT, ETC. WERE INCURRED AND WERE REFLECTED ON LINE 1I ACCORDINGLY. DIRECT CONTACT WITH LEGISLATORS TO OPPOSE MITIGATING BUDGET CUTS, WHICH WOULD FORCE THE CLOSURE OF PROGRAMMING FOR THE UNINSURED OR UNDERINSURED AND AT-RISK POPULATION. false true true 3846356 3846356 285206640 151331873 133874767 7615076 2360788 5254288 229444069 169285336 60158733 39100951 39100951 242235095 BOND ISSUANCE COST 4628951 BULK ACCOUNTS NET OF RESERVE 455714 BOND ESCROW FUND 900896 DUE FROM RELATED PARTIES 11372753 INTEREST IN WCHN FDN 78906136 INV IN JOINT AND SPINE LLC 60000 INV IN WCHIC, LTD 23244366 MORRISON DEPOSIT 96408 OTHER RECEIVABLES 5016858 124682082 0 ASSET RETIREMENT OBLIGATION 396262 DUE TO 3RD PARTIES 9985351 MALPRACTICE TRUST FUND RESERVE 9049000 RESERVE FOR WORKERS COMPENSATION 6267862 25698475 SCHEDULE D, PART V, LINE 4 INTENDED USES OF ENDOWMENT FUND THE INTENDED USE OF THE ENDOWMENT FUNDS ARE TO PROVIDE SUPPLEMENTAL/SOLE FINANCIAL SUPPORT FOR A VARIETY OF DANBURY HOSPITAL PROGRAMS AND SERVICES. Central America and the Caribbean 1 1 Program Services MALPRACTICE INSURANCE 35188430 1 1 1 1 35188430 35188430 true false true false false false SCHEDULE F SUPPLEMENTAL INFORMATION PART 1, LINE 3 (F) THE AMOUNT IS BASED ON COST AND CONSISTS OF THE FOLLOWING: INVESTMENT IN WCHNIC, LTD $23,244,364 OPERATING EXPENSES OF WCHNIC, LTD $11,944,066 true true true X 400. true X 600. true true true false true true 12667148 7371440 5295708 0.01070 73873981 53823221 20050760 0.04040 86541129 61194661 25346468 0.05110 262191 0 262191 0.00050 16041684 5545917 10495767 0.02110 1299107 727364 571743 0.00120 2140808 0 2140808 0.00430 27835 0 27835 0.00010 19771625 6273281 13498344 0.02720 106312754 67467942 38844812 0.07830 1133515 0 1133515 0.00230 1133515 0 1133515 0.00230 true 7625227 1012340 165876555 207846884 -41970329 X true true 1 1 Danbury Hospital

24 Hospital Avenue Danbury CT 06810

X X X X diagnostic/dialysis Danbury Hospital 1 true true 400. true 600. true X X X X X X X true true X X X X X true false true X false false 18 DANBURY HOSPITAL RIDGEFIELD SURG CTR

901 ETHAN ALLEN HIGHWAY RIDGEFIELD CT 06877

OUTPATIENT SURGICAL CENTER MAIN STREET REHABILITATION CENTER

235 MAIN STREET DANBURY CT 06810

REHABILITATION SIEFERT & FORD COMMUNITY HEALTH CENTER

70 MAIN STREET DANBURY CT 06810

OUTPATIENT-PHYSICIAN CLINIC COMM CTR FOR BEHAVIORAL HEALTH

152 WEST STREET DANBURY CT 06810

OUTPATIENT-PHYSICIAN CLINIC PHYSICAL MEDICINE CENTER OF SOUTHBURY

22 OLD WATERBURY ROAD SUITE 101 SOUTHBURY CT 06488

OUTPATIENT-PHYSICIAN CLINIC THE PEDIATRIC HEALTH CENTER

70 MAIN STREET DANBURY CT 06810

OUTPATIENT-PHYSICIAN CLINIC THE ANTICOAGULATION CENTER

41 GERMANTOWN ROAD DANBURY CT 06810

DIAGNOSTIC DANBURY HOSPITAL LABORATORY

79 SANDPIT ROAD DANBURY CT 06810

DIAGNOSTIC SLEEP LAB

522 Heritage Rd SOUTHBURY CT 06488

DIAGNOSTIC CENTER FOR CHILD & ADOL TREAT

152 WEST STREET DANBURY CT 06810

OUTPATIENT-PHYSICIAN CLINIC DANBURY HOSPITAL DIABETES EDUCATION CTR

41 GERMANTOWN ROAD DANBURY CT 06810

EDUCATION CENTER WELLNESS ON WHEELS

24 HOSPITAL AVENUE DANBURY CT 06810

OUTPATIENT-PHYSICIAN CLINIC SOUTHBURY CARDIOVASCULAR DIAGNOSTICS

22 OLD WATERBURY ROAD SOUTHBURY CT 06488

DIAGNOSTIC DANBURY HOSPITAL LAB CTR OF NEW MILFORD

120 PARK LANE STE A201 NEW MILFORD CT 06776

DIAGNOSTIC DANBURY HOSPITAL LAB CTR IN BROOKFIELD

60 OLD NEW MILFORD RD UNIT 1C BROOKFIELD CT 06804

DIAGNOSTIC RIDGEFIELD SPECIMEN COLLECTION FACILITY

10 SOUTH STREET RIDGEFIELD CT 06877

DIAGNOSTIC DANBURY HOSPITAL SOUTHBURY LABORATORY

22 OLD WATERBURY ROAD STE 101 SOUTHBURY CT 06488

DIAGNOSTIC DANBURY HOSPITAL RESEARCH INSTITUTE

131 WEST STREET DANBURY CT 06813

DIAGNOSTIC PART I, LINE 6A THE COMMUNITY BENEFIT REPORT IS REPORTED ON A NETWORK BASIS. PART I, LINE 7 COSTING METHODOLOGY USED TO CALCULATE THE AMOUNTS REPORTED IN THE TABLE: CHARITY CARE AT COST PERCENTAGE: TOTAL GROSS PATIENT CHARGES WRITTEN OFF TO CHARITY (INCOME STATEMENT) * PATIENT COST TO CHARGE % (SEE BELOW) = TOTAL COMMUNITY BENEFIT EXPENSE TOTAL COMMUNITY BENEFIT EXPENSES - REVENUE FROM UNCOMPENSATED CARE POOLS AND PROGRAMS (DHS * % OF COST OF UNCOMPENSATED CARE SHOWN ON THE OCHA SCHEDULE 500) = NET COMMUNITY BENEFITS EXPENSES NET COMMUNITY BENEFITS EXPENSES * TOTAL EXPENSES = % OF TOTAL EXPENSES RATIO COST TO CHARGE CALCULATION TOTAL OPERATING EXPENSES DIVIDED BY ADJUSTED PATIENT CARE COST (BAD DEBT, OTHER OPERATING INCOME AND INTERCOMPANY INCOME ARE REMOVED FROM THE TOTAL OPERATING EXPENSES) ADJUSTED PATIENT CARE COST DIVIDED BY GROSS PATIENT CHARGES PART I, LINE 7G THERE ARE NO PHYSICIAN CLINICS INCLUDED IN THIS AMOUNT. PART III, LINE 4 - BAD DEBT EXPENSE IT IS THE POLICY OF THE HOSPITAL TO PROVIDE NECESSARY CARE TO ALL PERSONS SEEKING TREATMENT WITHOUT DISCRIMINATION ON THE GROUNDS OF AGE, RACE, CREED, NATIONAL ORIGIN OR ANY OTHER GROUNDS UNRELATED TO AN INDIVIDUAL'S NEED FOR THE SERVICE OR THE AVAILABILITY OF THE NEEDED SERVICE AT THE HOSPITAL. A PATIENT IS CLASSIFIED AS A CHARITY CARE PATIENT BY REFERENCE TO ESTABLISHED POLICIES OF THE HOSPITAL. ESSENTIALLY, THESE POLICIES DEFINE CHARITY SERVICES AS THOSE SERVICES FOR WHICH NO PAYMENT IS ANTICIPATED. IN ASSESSING A PATIENT'S INABILITY TO PAY, THE HOSPITAL UTILIZES THE GENERALLY RECOGNIZED FEDERAL POVERTY INCOME GUIDELINES, BUT ALSO INCLUDES CERTAIN CASES WHERE INCURRED CHARGES ARE SIGNIFICANT WHEN COMPARED TO A RESPONSIBLE PARTY'S INCOME AND THEIR COUNTABLE ASSETS. THOSE CHARGES ARE NOT INCLUDED IN NET PATIENT SERVICE REVENUE FOR FINANCIAL REPORTING PURPOSES. WHEN PRIVATE PAY PATIENTS ARE SENT TO THE COLLECTION AGENCY THEIR ACCOUNT IS CONSIDERED TO BE A BAD DEBT. SUBSEQUENTLY, MEDICAID MAY BE GRANTED FOR SOME OF THOSE PATIENTS. AT THAT TIME THOSE ACCOUNTS WOULD BECOME CHARITY CARE OR A COMMUNITY BENEFIT. PART III, LINE 8 - EXPLANATION OF SHORTFALL AS COMMUNITY BENEFIT DANBURY HOSPITAL'S MEDICARE SHORTFALL SHOULD BE TREATED AS A COMMUNITY BENEFIT AS THE ORGANIZATION STRIVES TO PROVIDE 24/7 COVERAGE, IMPROVED PATIENT ACCESS, HIGHEST CLINICAL QUALITY AS WELL AS ADDRESSING THE NEEDS OF THE COMMUNITY BY OFFERING CRITICAL SERVICES TO OUR GEOGRAPHIC AREA. AS A RESULT, THE ORGANIZATION MUST BALANCE THE COST OF THESE PROGRAMS AGAINST THE CONTINUED DECREASING GOVERNMENT REIMBURSEMENT LEVELS, UNINSURED POPULATION AND COMMUNITY NEEDS. A COST ACCOUNTING SYSTEM IS USED TO CALCULATE THE SHORTFALL, WHICH IS MEDICARE NET PATIENT REVENUE LESS APPLICABLE COSTS. PART III, LINE 9B - PROVISIONS ON COLLECTION PRACTICES FOR QUALIFIED PATIENTS IT IS THE POLICY OF DANBURY HOSPITAL TO PROVIDE "FINANCIAL ASSISTANCE" (EITHER FREE CARE OR REDUCED PATIENT OBLIGATION) TO PERSONS OR FAMILIES WHERE: (I) THERE IS LIMITED OR NO HEALTH INSURANCE AVAILABLE; (II) THE PATIENT FAILS TO QUALIFY FOR GOVERNMENTAL ASSISTANCE (FOR EXAMPLE MEDICARE OR MEDICAID); (III) THE PATIENT COOPERATES WITH THE HOSPITAL IN PROVIDING THE REQUESTED INFORMATION; (IV) THE PATIENT DEMONSTRATES FINANCIAL NEED; AND (V) DANBURY HOSPITAL MAKES AN ADMINISTRATIVE DETERMINATION THAT FINANCIAL ASSISTANCE IS APPROPRIATE. AFTER THE HOSPITAL DETERMINES THAT A PATIENT IS ELIGIBLE FOR FINANCIAL ASSISTANCE, THE HOSPITAL WILL DETERMINE THE AMOUNT OF FINANCIAL ASSISTANCE AVAILABLE TO THE PATIENT BY UTILIZING THE CHARITABLE ASSISTANCE GUIDELINES, WHICH ARE BASED UPON THE MOST RECENT FEDERAL POVERTY GUIDELINES. DANBURY HOSPITAL SHALL REGULARLY REVIEW THIS FINANCIAL ASSISTANCE POLICY TO ENSURE THAT AT ALL TIMES IT: (I) REFLECTS THE PHILOSOPHY AND MISSION OF THE HOSPITAL; (II) EXPLAINS THE DECISION PROCESSES OF WHO MAY BE ELIGIBLE FOR FINANCIAL ASSISTANCE AND IN WHAT AMOUNTS; AND (III) COMPLIES WITH ALL APPLICABLE STATE AND FEDERAL LAWS, RULES, AND REGULATIONS CONCERNING THE PROVISION OF FINANCIAL ASSISTANCE TO INDIGENT PATIENTS. CONSISTENT WITH THIS MISSION, DANBURY HOSPITAL RECOGNIZES ITS OBLIGATION TO THE COMMUNITY IT SERVES TO PROVIDE FINANCIAL ASSISTANCE TO INDIGENT PERSONS WITHIN THE COMMUNITY. IN FURTHERANCE OF ITS CHARITABLE MISSION, DANBURY HOSPITAL WILL PROVIDE BOTH (I) EMERGENCY TREATMENT TO ANY PERSON REQUIRING SUCH CARE; AND (II) ESSENTIAL, NON-EMERGENT CARE TO PATIENTS WHO ARE PERMANENT RESIDENTS OF ITS PRIMARY SERVICE AREA WHO MEET THE CONDITIONS AND CRITERIA SET FORTH IN THIS POLICY, WITHOUT REGARD TO THE PATIENTS' ABILITY TO PAY FOR SUCH CARE. ELECTIVE PROCEDURES GENERALLY WILL NOT BE CONSIDERED ESSENTIAL, NON-EMERGENT CARE AND USUALLY WILL NOT BE ELIGIBLE FOR FINANCIAL ASSISTANCE. DANBURY HOSPITAL WILL COLLECT FROM INDIVIDUALS ON FINANCIAL ASSISTANCE IF THEY RECEIVED A PARTIAL CHARITABLE DISCOUNT. ALL PATIENTS CAN APPLY FOR CHARITABLE CARE ON BALANCES THEY FEEL THEY CANNOT AFFORD. PART V, LINE 13G - OTHER MEANS HOSPITAL FACILITY PUBLICIZED THE POLICY DANBURY HOSPITAL HAS MESSAGES ON ALL STATEMENTS PROVIDING INFORMATION REGARDING HOW THE PATIENT CAN GET ASSISTANCE WITH THEIR HOSPITAL BILL. COUNSELORS ARE ALSO AVAILABLE TO PROVIDE FURTHER ASSISTANCE. PART V - EXPLANATION OF NUMBER OF FACILITY TYPE 9 DIAGNOSTIC CENTERS 6 OUTPATIENT PHYSICIAN CLINICS 1 OUTPATIENT SURGICAL CENTER 1 REHABILITATION CENTER 1 EDUCATION CENTER PART VI - NEEDS ASSESSMENT THE ORGANIZATION COLLABORATES AND PARTNERS WITH EDUCATION CONNECTION, AREA PUBLIC HEALTH DIRECTORS, UNITED WAY AND VARIOUS COMMUNITY ORGANIZATIONS AND AGENCIES TO PRODUCE A COMMUNITY HEALTH REPORT CARD. DATA SETS INCLUDED BASIC DEMOGRAPHICS, ALONG WITH HEALTH ISSUE-SPECIFIC INFORMATION. ADDITIONALLY, WE CAPTURE OPINIONS AND CONCERNS FROM OUR CONSUMERS ON AN ONGOING BASIS. PART VI - PATIENT EDUCATION OF ELIGIBILITY FOR ASSISTANCE DANBURY HOSPITAL HAS MESSAGES ON ALL STATEMENTS PROVIDING INFORMATION REGARDING HOW THE PATIENT CAN GET ASSISTANCE WITH THEIR HOSPITAL BILL. ALSO SIGNS ARE POSTED THROUGHOUT THE HOSPITAL AND COUNSELORS ARE AVAILABLE TO PROVIDE FURTHER ASSISTANCE. ALL UNINSURED INPATIENTS ARE INTERVIEWED BY FINANCIAL COUNSELORS AND ASSESSED FOR ELIGIBILITY FOR ASSISTANCE PROGRAMS. THE HOSPITAL PROVIDES INFORMATIONAL HANDOUTS TO ALL UNINSURED PATIENTS AT THE TIME OF REGISTRATION WHICH REFERS THEM TO FINANCIAL COUNSELING IF THEY WOULD LIKE ASSISTANCE WITH THEIR BILLS. FURTHER, THE HOSPITAL MAILS NOTICES TO ALL SELF-PAY ACCOUNTS REFERRING THEM TO FINANCIAL COUNSELING IF THEY NEED ASSISTANCE. THE COLLECTION DEPARTMENT WILL ALSO REFER PATIENTS TO FINANCIAL COUNSELING WHEN A PATIENT INDICATES THAT THEY CANNOT AFFORD THEIR BALANCES; AND FINALLY, SCHEDULERS REFER UNINSURED PATIENTS TO FINANCIAL COUNSELING PRIOR TO THEIR TEST OR PROCEDURE. PART VI - COMMUNITY INFORMATION THE HOSPITAL'S PRIMARY SERVICE AREA IS THE CITY OF DANBURY AND SURROUNDING SUBURBAN TOWNS THAT MAKE UP NORTHERN FAIRFIELD COUNTY. THE REGION IS VERY DIVERSE REQUIRING DIVERSE PROGRAMMING AND EDUCATION. CONSTITUENTS ARE PREDOMINANTLY EMPLOYED AND ARE FAIRLY WELL-EDUCATED. POVERTY LEVELS ARE BELOW OTHER AREAS IN CT. THE EXCEPTION TO THIS GENERALIZATION IS THE CITY OF DANBURY AS THE URBAN CORE THAT IS THE MOST DIVERSE COMMUNITY WITH A LARGE UNDOCUMENTED POPULATION NOT CAPTURED ON CENSUS. PART VI - COMMUNITY BUILDING ACTIVITIES DURING FYE2012, ROAD AND TRAFFIC LIGHTING SYSTEM IMPROVEMENTS AROUND THE GENERAL AREA OF THE HOSPITAL WERE MADE REDUCING CONGESTION AND SUBSEQUENT ACCIDENTS ADDING TO THE GENERAL WELL BEING OF THE COMMUNITY. OVER 50% OF THE BOARD MEMBERS ARE INDEPENDENT AND DO NOT GET PAID BY DANBURY HOSPITAL. DANBURY HOSPITAL HAS AN OPEN MEDICAL STAFF. SURPLUS FUNDS ARE USED TO PROVIDE INNOVATIVE TECHNOLOGY TO CLINICAL CARE IN ADDITION TO EXPANDING OUR SERVICE AREA. SEE DETAILS IN HOW WE "FURTHERED OUR EXEMPT PURPOSES". PART VI - EXPLANATION OF HOW ORGANIZATION FURTHERS ITS EXEMPT PURPOSE DURING 2012, DANBURY HOSPITAL HAS EXPERIENCED MEANINGFUL CHANGE, DELIVERED LIFE-CHANGING EXPERIENCES, CONFRONTED SERIOUS ISSUES AND ACHIEVED SIGNIFICANT PROGRESS. WE ARE PROUD OF THE REMARKABLE PROGRESS WE HAVE MADE DURING A CHALLENGING AND ULTIMATELY REWARDING YEAR. AS WE CONTINUE TO CHART A NEW PATH TO THE FUTURE OF HEALTHCARE WE FOCUS ON THE REAL RESULTS THAT PEOPLE AND INVESTMENTS CAN CREATE. THE BEST HEALTHCARE COMES FROM COMBINING TOP MEDICAL CARE WITH A PERSONAL TOUCH PROVIDED BY OUR TEAM OF DEDICATED PROFESSIONALS. THAT'S HOW WE IMPROVE THE HEALTH OF OUR COMMUNITIES, ONE PERSON AT A TIME. WE LOOK AT 2012 AS A YEAR OF PROGRESS ON MANY FRONTS. WE ARE EXPANDING CANCER CARE, WOMEN AND CHILDREN'S HEALTH AND CARDIOVASCULAR SERVICES. WE HAVE INTEGRATED LABORATORY AND RADIOLOGY SERVICES TO OFFER MORE ACCESS AND IMPROVE EFFICIENCY. PROFESSIONAL COOPERATION BETWEEN OUR PHYSICIANS, SUPPORT STAFF AND HOSPITALS HAS NEVER BEEN STRONGER. OUR TOWER PROJECT AT DANBURY HOSPITAL WHEN COMPLETED, WILL ADD CAPACITY TO THE EMERGENCY ROOM AND PATIENT-CENTERED FEATURES. OUR RESEARCH INSTITUTE ADVANCES FUNDAMENTAL KNOWLEDGE OF CANCER AND CARDIOVASCULAR DISEASES WHILE OFFERING SELECTED PATIENTS ACCESS TO LEADING-EDGE CLINICAL TRIALS, WHILE OUR INNOVATIVE GLOBAL HEALTH INITIATIVE BUILDS IMPORTANT BRIDGES TO MEDICAL COMMUNITIES IN OTHER PARTS OF THE WORLD. OUR PLANNED AFFILIATION WITH NORWALK HOSPITAL, SCHEDULED TO BEGIN IN 2013, WILL ENABLE US TO BROADEN THE HEALTH CARE SERVICES THAT OUR COMMUNITIES CAN ACCESS. MEDICAL EDUCATION PROGRAM PARTNERSHIP: DANBURY HOSPITAL'S MEDICAL EDUCATION PROGRAM TOOK ANOTHER BIG STEP FORWARD THIS YEAR WHEN IT FORMED A PARTNERSHIP WITH THE UNIVERSITY OF VERMONT COLLEGE OF MEDICINE TO DEVELOP A GLOBAL CLINICAL HEALTH ELECTIVE FOR FUTURE PHYSICIANS. STRIVING FOR BETTER RESULTS: IN A BRAVE NEW HEALTHCARE WORLD WHERE EVERYTHING IS MEASURED AND BENCHMARKED, PERHAPS THE MOST IMPORTANT QUALITY MEASURE IS CARING ENOUGH TO STRIVE FOR EVER-BETTER RESULTS. ACCOUNTABLE CARE IS A DELIVERY CONCEPT THAT TIES PROVIDER REIMBURSEMENTS TO SPECIFIC QUALITY MEASURES, PATIENT SATISFACTION, EFFICIENCIES AND REDUCTIONS IN THE TOTAL COST OF CARE FOR A PARTICULAR POPULATION OF PATIENTS. AN ACCOUNTABLE CARE ORGANIZATION (ACO) IS DESIGNED TO REWARD IMPROVEMENTS IN HEALTHCARE QUALITY BY SHARING THE SAVINGS THAT RESULT FROM A MORE COMPREHENSIVE CONTINUUM OF CARE THAT YIELDS BETTER PATIENT OUTCOMES AT EVERY LEVEL OF INTERVENTION. AT THE SAME TIME, A HOSPITAL THAT FAILS TO MEET MINIMUM MEASURES IS PUT ON NOTICE THAT THEY WILL EVENTUALLY BE PENALIZED WITH REDUCED REIMBURSEMENTS IF THEY DO NOT IMPROVE IN A NUMBER OF AREAS. IN LATE 2011, THE ESTABLISHMENT OF ACOS BECAME AN IMPORTANT FEATURE OF THE AFFORDABLE CARE ACT WHEN THE CENTERS FOR MEDICARE AND MEDICAID SERVICES (CMS) ISSUED A SET OF GUIDELINES FOR HEALTHCARE PROVIDERS LIKE DANBURY HOSPITAL. TO ADDRESS THE OVERALL GOAL TO IMPROVE HEALTHCARE QUALITY, CMS SPECIFIES FIVE DOMAINS BY WHICH THEY AND PROVIDER PARTICIPANTS CAN MONITOR PERFORMANCE QUALITY: - PATIENT/CAREGIVER EXPERIENCE - CARE COORDINATION - PATIENT SAFETY - PREVENTIVE HEALTH - CARE OF AT-RISK POPULATIONS INCLUDING THE FRAIL ELDERLY IN 2012, DANBURY HOSPITAL SWUNG INTO ACTION WITH A PILOT PLAN TO MEET AND, WHERE POSSIBLE, EXCEED THESE GOALS. IMPROVING CARE TO OUR COMMUNITIES: AT THE HEART OF HOW WE DELIVER CARE IS THE QUALITY OF THE EXPERIENCE WE CREATE. TODAY'S HEALTHCARE ENVIRONMENT CHALLENGES OUR ASPIRATIONS AS WELL AS OUR REALITIES. THAT'S WHY OUR NEW PHYSICIAN-HOSPITAL ORGANIZATION (PHO) IS ESSENTIAL TO HOW WE DELIVER CARE TO OUR COMMUNITIES. THIS NEW APPROACH CONNECTS ALL THE PRINCIPAL PLAYERS IN HEALTHCARE DELIVERY IN A FOCUSED EFFORT TO ADDRESS CURRENT HEALTHCARE ISSUES. SINCE ITS INTRODUCTION IN SEPTEMBER 2011, THE PHO HAS RECRUITED SOME 425 PHYSICIAN MEMBERS WITH ANOTHER 75 OR SO EXPECTED TO JOIN BY MARCH 2013. PUSHING THE FRONTIERS OF MEDICAL SCIENCE: IN 2012, DANBURY HOSPITAL'S TWO YEAR-OLD BIOMEDICAL RESEARCH INSTITUTE (BRI) CONTINUED TO PUSH THE FRONTIERS OF MEDICAL SCIENCE IN WAYS THAT ARE MEANINGFUL BOTH TO THE CARE OF OUR PATIENTS AND TO MEDICINE AS A WHOLE. AMONG THE BRI'S CLINICAL OUTCOMES RESEARCH PROJECTS THIS PAST YEAR WERE 25 NEW PROSPECTIVE AND QUALITY IMPROVEMENT STUDIES. DANBURY HOSPITAL'S BROAD ARRAY OF BASIC AND CLINICAL RESEARCH, ITS MANY TRIAL OFFERINGS AND OTHER ACADEMIC PURSUITS, PUTS IT IN THE COMPANY OF SOME OF THE MAJOR ACADEMIC CENTERS IN THE NATION, A DISTINCTION THAT CAN ONLY GROW WITH TIME. EXPANDED OUTPATIENT LABORATORY SERVICES: EACH YEAR, DANBURY HOSPITAL'S DEPARTMENT OF PATHOLOGY AND LABORATORY MEDICINE PERFORMS MORE THAN 2.3 MILLION LABORATORY TESTS ON HUMAN BLOOD, TISSUE AND OTHER BODILY SAMPLES TO HELP OUR PHYSICIANS KNOW THEIR PATIENTS' CURRENT HEALTH STATUS IN GREATER DETAIL. IN RECOGNIZING THE NEED FOR A BROADER HORIZON IN OUR TESTING CAPABILITIES, WE TURNED TO THE RENOWNED MAYO CLINIC, A MEDICAL CENTER THAT SERVES LARGE NUMBERS OF TERTIARY CASES DRAWN FROM ACROSS THE NATION AND AROUND THE GLOBE. THIS RELATIONSHIP SECURES SOME OF THE MOST ADVANCED TESTING EXPERTISE AVAILABLE ANYWHERE FOR THE SMALL NUMBER OF TEST SAMPLES THAT MAY NEED TO LEAVE OUR LABORATORIES FOR MORE DETAILED READINGS AND RECOMMENDATIONS. AS ANOTHER PART OF OUR OUTREACH STRATEGY, WE HAVE ALSO IMPROVED THE CONVENIENCE OF OUR OUTPATIENT TESTING FACILITIES. STATE-OF-THE-ART FACILITY: AFTER GETTING OFF TO A GOOD BEGINNING IN LATE SPRING 2011, WORK ON DANBURY HOSPITAL'S NEW $150 MILLION NORTH TOWER EXPANSION PROJECT CONTINUED TO MOVE AHEAD SMARTLY IN 2012, MEETING OR EXCEEDING ALL CONSTRUCTION AND BUDGETARY GOALS. WHEN THE NEW STATE-OF-THE-ART FACILITY IS COMPLETED IN 2014, IT WILL NOT ONLY BE THE LARGEST PHYSICAL EXPANSION IN THE 125-YEAR HISTORY OF DANBURY HOSPITAL BUT IT WILL RIVAL IN CLINICAL QUALITY, PATIENT-CENTERED COMFORT AND TECHNOLOGICAL MODERNITY THOSE FACILITIES FOUND IN MANY OF THE MOST PROMINENT MEDICAL CENTERS IN THE COUNTRY. INVESTMENTS FOR A HEALTHIER COMMUNITY: DANBURY HOSPITAL STRIVES EVERY DAY TO PROTECT AND PROMOTE THE HEALTH AND WELLNESS OF EACH OF OUR PATIENTS AND TO PROVIDE ACCESS TO THE HIGHEST QUALITY CARE, REGARDLESS OF THEIR ABILITY TO PAY. WHETHER IT IS THROUGH CREATIVE PREVENTION PARTNERSHIPS, THE MANAGEMENT OF CHRONIC ILLNESSES, OR CONNECTING PATIENTS TO APPROPRIATE COMMUNITY SERVICES, WE ARE DEVOTED TO SERVING OUR NEIGHBORS IN NEED. WE ARE ESPECIALLY VIGILANT NOW DURING THESE DIFFICULT ECONOMIC TIMES, FOCUSING ON DISPARITIES IN CARE, OLDER ADULT HEALTH NEEDS, SUBSTANCE ABUSE AND MENTAL HEALTH AND IMPROVING AWARENESS OF HEALTH SERVICES AND SUPPORTS. MOREOVER, WE MUST PURSUE OUTREACH PROGRAMS THAT ADDRESS SUCH MAJOR HEALTH ISSUES AS HEART DISEASE AND CANCER. SOME OF OUR MOST EFFECTIVE HEALTH AND WELLNESS INITIATIVES ARE: - COMMUNITY SCREENINGS AND PREVENTIVE MEDICINE FOR LOW-INCOME INDIVIDUALS AND FAMILIES AT OUR SEIFERT AND FORD FAMILY COMMUNITY HEALTH CENTER IN DOWNTOWN DANBURY; - FORGING MORE PERSONAL AND INNOVATIVE APPROACHES TO CANCER AND HEART DISEASE TREATMENTS THROUGH DISCOVERIES AT THE DANBURY HOSPITAL BIOMEDICAL RESEARCH INSTITUTE; - FINDING BETTER SOLUTIONS FOR CHRONIC SYMPTOMS OF TICK-BORNE ILLNESS THROUGH OUR LYME DISEASE REGISTRY AS WELL AS STATE AND FEDERAL ADVOCACY ON BEHALF OF LYME DISEASE CONTROL AND PREVENTION; - GIVING HOPE AND STATE-OF-THE-ART LIFE-SAVING CARE TO THE TINIEST OF BABIES IN OUR LEVEL IIIB NICU; - ENSURING MEDICAL RESIDENTS AND PROFESSIONALS ACCESS TO RESEARCH, MEDICAL EDUCATION AND SHARED CLINICAL EXPERTISE IN WAYS THAT RAISE THE STANDARD OF CARE ACROSS THE CONTINUUM AND - OFFERING A STABLE SAFETY NET OF MEDICAL CARE AND SUPPORT SERVICES FOR OUR MOST VULNERABLE AND AT-RISK NEIGHBORS LIVING WITH SERIOUS MENTAL HEALTH AND SUBSTANCE ABUSE ISSUES. OUR INVESTMENTS ARE REAL AND WE KNOW BY OUR OUTCOMES THAT WE ARE ACHIEVING REAL RESULTS. OUR FINANCIAL COMMITMENT TO "COMMUNITY BENEFIT" ACTIVITIES THIS PAST YEAR EXCEEDED $105 MILLION - ALL OF THOSE DOLLARS GOING DIRECTLY TO, AND FOR, THE BENEFIT OF THE PEOPLE IN OUR REGION. IT IS OUR MISSION TO CREATE A HEALTHIER COMMUNITY THROUGH PARTNERSHIPS EVERY DAY, ONE PATIENT AT A TIME. OUR ACHIEVEMENTS OF 2012 SHOW A NEW PICTURE EMERGING: A COORDINATED AND STRONG HEALTH CARE PARTNER THAT PRESERVES THE CARING SPIRIT OF A COMMUNITY HOSPITAL WITH A CONTEMPORARY OPERATION THAT REFLECTS THE BEST OF MODERN HEALTHCARE. AS WE APPROACH THE OPPORTUNITIES OF 2013, WE WILL CONTINUE TO INVEST IN OUR FUTURE TO HELP OUR COMMUNITIES EXPERIENCE THIS NEW PICTURE OF HEALTH. PART VI - AFFILIATED HEALTH CARE SYSTEM ROLES AND PROMOTION WESTERN CONNECTICUT HEALTH NETWORK, INC. (PARENT) WESTERN CONNECTICUT HEALTH NETWORK'S MISSION IS TO IMPROVE THE HEALTH AND WELL BEING OF THOSE WE SERVE, WHICH HELPS TO FURTHER THE HOSPITAL'S EXEMPT PURPOSE. DANBURY HOSPITAL DANBURY HOSPITAL PROVIDES MEDICAL SERVICES TO THE COMMUNITY REGARDLESS OF THE INDIVIDUAL'S ABILITY TO PAY. SERVICES INCLUDE ROUTINE INPATIENT ANCILLARY AND OUTPATIENT CARE IN SUPPORT OF THE HOSPITAL'S MISSION STATEMENT, TO IMPROVE THE HEALTH AND WELL BEING OF THOSE WE SERVE. NEW MILFORD HOSPITAL NEW MILFORD HOSPITAL'S MISSION IS TO PROVIDE OUTSTANDING HEALTH CARE TO THE COMMUNITIES THEY SERVE THROUGH AN UNCOMPROMISING FOCUS ON CLINICAL QUALITY, COMPASSIONATE SERVICE, AND THE CREATION OF A MEDICAL "SAFE HAVEN" FOR THEIR PATIENTS AND THEIR FAMILIES. FOR 2012, NEW MILFORD HOSPITAL PROVIDED $1,610,576 IN CHARITY CARE. WESTERN CONNECTICUT MEDICAL GROUP THE MISSION AT WESTERN CONNECTICUT MEDICAL GROUP IS TO PROVIDE SAFE, INNOVATIVE, CONVENIENT AND COORDINATED PRIMARY AND SPECIALTY HEALTH CARE IN THE COMMUNITIES THEY SERVE AND STRIVE TO BE AWARE OF AND RESPOND TO THEIR PATIENTS NEEDS. THEY SUPPORT A COMMITMENT TO ADVANCE THE HEALTH AND WELL-BEING OF INDIVIDUALS IN THEIR COMMUNITY BY DELIVERING QUALITY CARE, PARTICIPATING IN MEDICAL RESEARCH AND MEDICAL RESIDENCY PROGRAMS AND THE PROVISION OF MEDICAL SERVICES TO PATIENTS. FOR 2012, WESTERN CONNECTICUT MEDICAL GROUP PROVIDED $1,552,949 IN CHARITY CARE. WESTERN CONNECTICUT HEALTH NETWORK FOUNDATION, INC. WESTERN CONNECTICUT HEALTH NETWORK FOUNDATION INC.'S MISSION IS TO RAISE FUNDS, REINVEST AND ADMINISTER THESE FUNDS AND MAKE DISTRIBUTIONS TO DANBURY HOSPITAL AND OTHER NOT-FOR-PROFIT HEALTH CARE AFFILIATES. WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES WESTERN CONNECTICUT HEALTH NETWORK AFFILIATES PRINCIPAL PURPOSE IS TO PROVIDE OUTPATIENT HEALTH CARE SERVICES IN VARIOUS LOCATIONS AND ALSO PROVIDE AMBULANCE SERVICES TO DANBURY AND SURROUNDING TOWNS, WHILE SERVING THOSE THAT CANNOT AFFORD THE CARE. APPROXIMATELY $2,000 IN CHARITY CARE WAS PROVIDED DURING 2012. BUSINESS SYSTEMS, INC. BUSINESS SYSTEMS, INC. IS A TAXABLE CORPORATION WHOSE MAIN BUSINESS IS THE OPERATION OF DANBURY PHARMACY, A RETAIL PHARMACY. THE PHARMACY'S REVENUE IS COMPRISED OF PRESCRIPTION SALES, OVER THE COUNTER SALES, AND WHOLESALE SALES (MEDICAL AND SURGICAL SUPPLIES) SOLD TO OFFICE PRACTICES AND CLINICIANS THAT ARE NOT COVERED BY INSURANCE PROGRAMS. WESTERN CONNECTICUT HOME CARE, INC. WESTERN CONNECTICUT HOME CARE, INC. (WCHC) PROVIDES STATE OF THE ART CLINICAL SERVICES RANGING FROM PEDIATRIC PATIENTS TO THE ELDERLY UTILIZING BEST PRACTICE IN HOME CARE TO MEET THE NEEDS OF THEIR PATIENTS. FOR 2012, WCHC PROVIDED $590,645 FOR CHARITY CARE. PART VII - STATES WHERE COMMUNITY BENEFIT REPORT FILED CT true true false false false true true false false JOHN M MURPHY MD 753982 280000 5793 22040 40074 1101889 0 STEVEN H ROSENBERG 504098 150000 23142 22040 31002 730282 0 DONNA KAPLANIS 180814 40000 1632 22040 37612 282098 0 MATTHEW A MILLER MD 414108 135000 27132 22040 22342 620622 0 PHYLLIS F ZAPPALA 335975 535478 6186 22040 18608 918287 0 MOREEN O DONAHUE 278886 75000 9443 22040 46828 432197 0 MICHAEL DAGLIO 294284 50000 816 22040 30887 398027 0 JOSEPH CAMPBELL 211042 40000 2520 22040 41696 317298 0 MORRIS GROSS 222649 22260 50000 4044 22040 26597 325330 22260 0 SUSAN C IOVINO 238599 15000 4622 22040 26144 306405 0 DAWN MYLES 213491 50022 555 22040 8750 294858 0 JUDITH WARD TERM 12811 248470 25000 1088 22040 30522 327120 0 WILLIAM DELANEY MD 234971 46656 2251 22040 30747 336665 0 VERONICA RON-PRIOLA MD 218299 40880 1018 22040 33016 315253 0 PETER COURTWAY 109018 0 308249 22040 14206 453513 0 JOHN BORRUSO MD 361490 0 20793 22040 5085 409408 0 RUTH GREGORY 127113 12000 1315 16290 11116 167834 0 DOUGLAS MAGAZU 171438 22362 35007 0 7353 959 19871 2169 3725 406 237394 25896 0 0 SUPPLEMENTAL INFORMATION Part I, Line 4 - RECEIVED SEVERANCE, SUPPLEMENTAL NQ RETIREMENT DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 2012, PETER COURTWAY RECEIVED $300,000 IN SEVERANCE PAYMENTS. A SEVERANCE BENEFIT OF ONE (1) YEAR OF COMPENSATION, WAS PAID IN A LUMP SUM WITHIN 60 DAYS OF THE TERMINATION DATE OF MAY 27, 2011. DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 2012, DR. JOHN MURPHY, PRESIDENT AND CEO, AND STEVEN H. ROSENBERG, CFO WERE THE ONLY PARTICIPANTS OF A NEW SERP PLAN. NO PAYMENTS WERE MADE TO THEM. DUE TO A CAP IN THE DEFINED PENSION PLAN OF $190,000 THE SERP IS INTENDED TO GIVE SUPPLEMENTAL RETIREMENT BENEFITS TO KEY MEMBERS OF THE EXECUTIVE GROUP, WHOSE SALARY EXCEEDS THIS AMOUNT. THE SERP IS DESIGNED TO VEST KEY EXECUTIVES WITH AN INCENTIVE TO REMAIN WITH THE SYSTEM UNTIL THEY REACH RETIREMENT AGE. THE SERP IS NOT A QUALIFIED RETIREMENT PLAN AND THEREFORE IS SUBJECT TO CERTAIN TAX IMPLICATIONS UPON VESTING VS. THE TIME RETIREMENT PAYMENTS ARE MADE. THE EXPENSES FOR THE SERP COSTS ARE RECOGNIZED EACH ACCOUNTING PERIOD IN THREE SEGMENTS. THESE ARE: -PRIOR SERVICE COSTS THE ACTUAL PRESENT VALUE OF SERP BENEFITS FOR MEMBERS OF THE SERP GROUP AS COMPUTED ON THE DATE THE SERP IS IMPLEMENTED. THE INTANGIBLE ASSET IS AMORTIZED OVER THE ESTIMATED WORKING LIFE OF THE EXECUTIVES IN THE SERP PLAN. -CURRENT SERVICE COSTS THE CURRENT SERVICE COST (CSO) IS THE AMOUNT OF BENEFITS EARNED BY THE EMPLOYEE DURING THE CURRENT PERIOD. THE CSO IS CALCULATED AS THE DIFFERENCE IN THE ACTUARIAL PRESENT VALUE OF A LIFE ANNUITY, STARTING ON THE PROJECTED DATE OF RETIREMENT, DISCOUNTED TO THE BEGINNING OF THE PRESENT ACCOUNTING PERIOD; AND THE SAME ANNUITY DISCOUNTED TO THE END OF THE PRESENT ACCOUNTING PERIOD. -INTEREST COMPONENT EACH YEAR THE BEGINNING BALANCE IN THE UNFUNDED BENEFIT OBLIGATION IS CHARGED A DISCOUNTED INTEREST RATE. THE INTEREST COST (IMPLIED) IS THE INCREASE IN THE BENEFIT OBLIGATION DUE TO THE PASSAGE OF TIME. SUPPLEMENTAL INFORMATION PART I, LINE 6 - COMPENSATION CONTINGENT ON NET EARNINGS OR RELATED ORG. SUMMARY OF EXECUTIVE INCENTIVE PLAN (EXCERPTS FROM) THE PLAN WILL BE ADMINISTERED SUBJECT TO THE BOARD POLICY ON EXECUTIVE COMPENSATION BY THE COMMITTEE ON GOVERNANCE SERVING AS THE EXECUTIVE COMPENSATION COMMITTEE (THE COMMITTEE) OF THE BOARD OF DIRECTORS OF WESTERN CONNECTICUT HEALTH NETWORK, INC. THE COMMITTEE MAY IN ITS SOLE DISCRETION INTERPRET THE PLAN, PRESCRIBE ANY RULES AND REGULATIONS NECESSARY OR APPROPRIATE FOR ADMINISTRATION OF THE PLAN, AND MAKE SUCH OTHER DETERMINATIONS AND TAKE SUCH ACTION AS IT DEEMS NECESSARY OR ADVISABLE. THE PLAN YEAR WILL BEGIN OCTOBER 1, 2011, AND END SEPTEMBER 30, 2012. THE MEASUREMENT PERIOD FOR AWARD PURPOSES WILL BE THE SAME. ELIGIBILITY TO PARTICIPATE IN THE PLAN WILL BE LIMITED TO THOSE WHO ARE IN POSITIONS IN WHICH THEIR DECISIONS, ACTIONS AND COUNSEL SIGNIFICANTLY AFFECT THE OPERATIONS OF WESTERN CONNECTICUT HEALTH NETWORK, INC. AND ITS SUBSIDIARIES, AS DETERMINED BY THE COMMITTEE AND WITH INPUT PROVIDED BY SENIOR MANAGEMENT. PRIOR TO THE START OF EACH PLAN YEAR, OR AS SOON AS PRACTICABLE THEREAFTER, THE COMMITTEE, WITH INPUT PROVIDED BY SENIOR MANAGEMENT, WILL DETERMINE WHICH ELIGIBLE INDIVIDUALS WILL PARTICIPATE IN THE PLAN WITH RESPECT TO SUCH PLAN YEAR AND THEY WILL BE LISTED ACCORDINGLY. IN DETERMINING WHICH ELIGIBLE INDIVIDUALS WILL PARTICIPATE, THE COMMITTEE WILL TAKE INTO ACCOUNT THE EXTENT TO WHICH ELIGIBLE INDIVIDUALS ARE IN POSITIONS IN WHICH THEIR DECISIONS, ACTIONS AND COUNSEL SIGNIFICANTLY AFFECT THE OVERALL PERFORMANCE OF WESTERN CONNECTICUT HEALTH NETWORK, INC. AND ITS AFFILIATES. TO BE CONSIDERED FOR PARTICIPATION, AN INDIVIDUAL MUST BE IN AN INCENTIVE ELIGIBLE POSITION FOR NO LESS THAN 6 MONTHS OF THE RESPECTIVE PLAN YEAR. INCENTIVE AWARDS WILL BE PRORATED AS APPROPRIATE TO REFLECT PARTIAL PLAN YEAR PARTICIPATION. ELIGIBLE INDIVIDUALS MUST BE EMPLOYED BY WESTERN CONNECTICUT HEALTH NETWORK, INC. AT THE TIME OF EXECUTIVE INCENTIVE AWARD DISTRIBUTION. THE COMMITTEE WILL ESTABLISH THE TARGET AWARD OPPORTUNITY (EXPRESSED AS A PERCENTAGE OF BASE SALARY) FOR EACH PARTICIPANT IN THE PLAN. THE TARGET AWARD IS THE AMOUNT PAID TO PARTICIPANTS FOR ACTUAL PERFORMANCE THAT MEETS EXPECTATIONS. TO RECOGNIZE A RANGE OF PERFORMANCE ABOVE THE "TARGET" LEVEL, PARTICIPANTS MAY EARN ONE-HALF TO ONE AND ONE-HALF TIMES THE TARGET AWARD OPPORTUNITIES BASED ON ACTUAL PERFORMANCE. A THRESHOLD OF PERFORMANCE MUST BE ACHIEVED IN ORDER FOR PARTICIPANTS TO EARN AWARDS. PRIOR TO THE BEGINNING OF EACH PLAN YEAR, OR AS SOON THEREAFTER AS PRACTICABLE, WEIGHTINGS FOR THE PERFORMANCE MEASURES INCLUDED IN THE PLAN WILL BE DETERMINED FOR EACH PARTICIPANT IN ACCORDANCE WITH THE NATURE OF EACH PARTICIPANT'S STATED GOALS AND RESPONSIBILITIES (I.E., ORGANIZATIONAL, FUNCTIONAL/INDIVIDUAL, ETC.). PRIOR TO THE BEGINNING OF EACH PLAN YEAR, OR AS SOON THEREAFTER AS PRACTICABLE, PERFORMANCE MEASURES AND PERFORMANCE LEVELS WILL BE ESTABLISHED FOR EACH PARTICIPANT IN THE PLAN. INCENTIVE AWARDS WILL BE MODIFIED OR ELIMINATED IF AT THE LEVEL OF PERFORMANCE SPECIFIED IN THE CIRCUIT BREAKER IS NOT ACHIEVED. THE CIRCUIT BREAKER WILL BE ESTABLISHED BY THE COMMITTEE PRIOR TO THE BEGINNING OF EACH FISCAL YEAR OR AS SOON THEREAFTER AS PRACTICABLE. IF EBITDA IS LESS THAN BASIC, FULL ELIMINATION OF INCENTIVE AWARD WILL OCCUR. NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, INCENTIVE AWARDS CAN BE AFFECTED BY AN INDIVIDUAL MODIFIER (BASED ON INDIVIDUAL EXECUTIVE PERFORMANCE) AT THE LEVEL SPECIFIED IN THE PLAN. SUPPLEMENTAL INFORMATION PART III - ADDITIONAL INFORMATION THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. WHICH USED THE FOLLOWING METHODS DESCRIBED BELOW TO ESTABLISH TOP MANAGEMENT'S COMPENSATION: -COMPENSATION COMMITTEE. -INDEPENDENT COMPENSATION. -WRITTEN EMPLOYMENT CONTRACT. -COMPENSATION SURVEY OR STUDY. -APPROVAL BY BOARD OR COMPENSATION COMMITTEE. CHEFA REVENUE BONDS SERIES H 060806186 20774UCL7 2006-03-16 40924665 SEE PART VI FOR PURPOSE false false false 1945000 0 42742900 0 2237472 0 603787 828469 0 39070172 0 0 false false true true false true false false 0.01960 0.00000 0.01960 true false false false 0 false 0 false false X SUPPLEMENTAL INFORMATION 0 SERIES H PROCEEDS FROM THE SALES OF SERIES H BONDS WERE USED, TOGETHER WITH OTHER MONIES AVAILALE TO 1) FINANCE A PORTION OF THE COSTS OF THE SERIES H PROJECT, 2) TO FUND CAPITALIZED INTEREST, IF ANY ON THE SERIES H BONDS, AND 3) TO PAY CERTAIN COSTS OF ISSUANCE AND BOND INSURANCE PREMIUMS INCURRED IN CONNECTION WITH THE ISSUANCE OF SERIES H BONDS. PART II, LINE 3A INCLUDES INVESTMENT EARNINGS OF $1,818,235. PART III, LINE 4 PRIVATE BUSINESS USAGE PERCENTAGE OF 1.96%, REFLECTED ON LINE 4 WAS NOT REDUCED BY THE REMEDIATION OF $1,945,000. Precyse Solutions SEE PART V 150062 conduct coding reviews false SUPPLEMENTAL INFORMATION SCHEDULE L, PART IV DURING THE YEAR THE FOLLOWING TRANSACTIONS ARE AT ARM'S LENGTH, ENTERED INTO THE ORDINARY COURSE OF BUSINESS AND IN COMPLIANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY: MICHAEL HAMMOND, A FORMER DIRECTOR AT DANBURY HOSPITAL IS A BOARD MEMBER OF PRECYSE SOLUTIONS, WHICH MEDICAL RECORDS CONTRACTS WITH TO CONDUCT CODING REVIEW. SUPPLEMENTAL INFORMATION PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A DURING FYE2012, APPROXIMATELY 19,676 DISCHARGES AND 70,622 EMERGENCY ROOM VISITS OCCURRED. BELOW ARE SOME OF THE ACCOLADES, ACCREDITATIONS AND DESIGNATIONS THAT WE HAVE BEEN RECOGNIZED WITH: -HOSPITAL ACCREDITATION, JOINT COMMISSION, 2007-2011 -ACCREDITED HEALTH ORGANIZATION, JOINT COMMISSION 2004-2006 -CHEST PAIN CENTER ACCREDITATION, SOCIETY OF CHEST PAIN CENTER, 2009 -PRIMARY STROKE CENTER CERTIFICATION, JOINT COMMISSION 2008-2010 -NUCLEAR MEDICINE LABRORATORY ACCREDITATION -INTERSOCIENTAL COMMISSION FOR THE ACCREDITATION OF LABORATORIES, 2009 -STROKE CENTER DESIGNATION, CT DEPARTMENT OF PUBLIC HEALTH, 2007 -CENTER OF EXCELLENCE, AMERICAN SOCIETY FOR METABOLIC AND BARIATRIC SURGERY (ASMBS), 2005-2008 -BARIATRIC SURGERY CENTER OF EXCELLENCE (COE), HEALTHNET, 2005 -RECOGNIZED FOR EXEMPLARY SURGICAL OUTCOMES -BEACON AWARD FOR EXCELLENCE IN CRITICAL CARE -FROM THE COMMISSION ON CANCER, THE PRAXAIR REGIONAL CANCER CENTER RECEIVED ACCREDITATION WITH COMMENDATION -GOLD STANDARD ACCREDITATION FOR BREAST ULTRASOUND IN 2012, US NEWS AND WORLD REPORTS, RANKED DANBURY HOSPITAL AS A TOP 100 HOSPITAL AND RANKED IT NUMBER TWO IN CONNECTICUT, HIGH PERFORMING IN: -DIABETES AND ENDOCRINOLOGY -EAR, NOSE AND THROAT CARE -GASTROENTEROLOGY -ORTHOPEDICS -UROLOGY PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4C RESEARCH - THE DANBURY HOSPITAL'S RESEARCH INSTITUTE HERALDS A NEW ERA OF PERSONALIZED MEDICINE THAT HOLDS GREAT PROMISE FOR THE DEVELOPMENT OF TARGETED THERAPIES AS WE GAIN A DEEPER UNDERSTANDING OF THE GENETIC BASIS OF DISEASE. THE INSTITITE WILL ENABLE US TO STAY FOCUSED ON THE FOREFRONT OF THE EVOLVING WORLD OF MOLECULAR MEDICINE AND TO DELIVER THE BENEFITS OF THIS WORK TO PATIENTS AT THE BEDSIDE. IN 2012, DANBURY HOSPITAL'S TWO YEAR-OLD BIOMEDICAL RESEARCH INSTITUTE (BRI) CONTINUED TO PUSH THE FRONTIERS OF MEDICAL SCIENCE IN WAYS THAT ARE MEANINGFUL BOTH TO THE CARE OF OUR PATIENTS AND TO MEDICINE AS A WHOLE. AMONG THE BRI'S CLINICAL OUTCOMES RESEARCH PROJECTS THIS PAST YEAR WERE 25 NEW PROSPECTIVE AND QUALITY IMPROVEMENT STUDIES. BUSINESS AND FAMILY RELATIONSHIPS FORM 990, PART VI, LINE 2 RICHARD JABARA AND JAMES KENNEDY, BOTH DIRECTORS OF DANBURY HOSPITAL HAVE A BUSINESS RELATIONSHIP. SIGNIFICANT CHANGES TO ORGANIZATIONAL DOCUMENTS FORM 990, PART VI, LINE 4 THE FOLLOWING SIGNIFICANT CHANGES WERE MADE TO THE BYLAWS OF DANBURY HOSPITAL, DURING THE FISCAL YEAR ENDING SEPTEMBER 30, 2012: - CHANGES TO THE AUTHORITY, OR DUTIES OF THE GOVERNING BODY'S VOTING MEMBERS. - CHANGES TO THE ROLE OF THE MEMBERSHIP IN GOVERNANCE. - CHANGES TO THE VOTING RIGHTS OF THE GOVERNING BODY MEMBERS. - CHANGES TO THE AUTHORITY, OR DUTIES OF THE ORGANIZATION'S OFFICERS. - CHANGES TO THE PROVISIONS TO AMEND THE ORGANIZING BYLAWS. DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINE 6 WESTERN CONNECTICUT HEALTH NETWORK, INC. IS THE SOLE MEMBER OF DANBURY HOSPITAL. DESCRIPTION OF CLASSES OF PERSONS, NATURE OF RIGHTS, & VOTING RIGHTS FORM 990, PART VI, LINE 7A THE SOLE MEMBER SHALL BE RESPONSIBLE FOR ELECTING, AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HOSPITAL TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED. DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL FORM 990, PART VI, LINE 7B THE DUTIES AND RESPONSIBILITIES OF THE SOLE MEMBER SHALL INCLUDE, AMONG OTHERS, THE FOLLOWING: ELECTING AT THE ANNUAL MEETING OF THE MEMBERSHIP, THE MEMBERS OF THE BOARD OF DIRECTORS OF THE HOSPITAL TO SERVE FOR THREE YEAR TERMS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND HAVE QUALIFIED: FILLING VACANCIES ON THE BOARD OF DIRECTORS, WHICH OCCUR BETWEEN ELECTIONS; REVIEWING, MAKING, AND APPROVING CHANGES IN THE BYLAWS; INSURING THAT THE OBJECTIVE, PURPOSES AND GOALS OF DANBURY HOSPITAL AS STATED IN THE CHARTER OF THE DANBURY HOSPITAL, INC. ARE PROPERLY AND EFFECTIVELY CARRIED OUT BY THE BOARD OF DIRECTORS; DELEGATING AS APPROPRIATE, TO THE BOARD OF DIRECTORS, POLICY-MAKING FUNCTIONS, THE SUPERVISION OF THE HOSPITAL'S OPERATIONS AND THE CONTROL OVER THE HOSPITAL'S ASSETS. THE BOARD SHALL BE REQUIRED TO APPROVE THE FUNDAMENTAL DECISIONS LISTED BELOW BY THE HOSPITAL: - APPROVAL OF ALL OPERATING AND CAPITAL BUDGETS OF THE HOSPITAL. - APPROVAL OF UNBUDGETED EXPENDITURES OVER A CERTAIN AMOUNT. - APPROVAL OF ANY ADVANCES OF ASSETS OR LOANS BY THE HOSPITAL, OR THE INCURRING OF ANY INDEBTEDNESS, SECURED OR UNSECURED, WHICH EXCEEDS SUCH AN AMOUNT ESTABLISHED BY THE BOARD. - APPOINTMENT OF THE HOSPITAL'S AUDITORS, LEGAL COUNSEL AND OTHER CONSULTANTS. - THE PROCUREMENT OF INSURANCE. - APPROVAL OF INVESTMENT POLICIES. - APPROVAL OF ANY AGREEMENT OR TRANSACTION INVOLVING AN AMOUNT GREATER THAN ESTABLISHED BY THE BOARD WITH ANOTHER CORPORATION OR ENTITY, INCLUDING AFFILIATED ENTITIES. - APPROVAL OF JOINT VENTURES. - APPROVAL OF ANY AMENDMENT OR RESTATEMENT OF THE HOSPITAL'S CERTIFICATE OF INCORPORATION, BYLAWS, PURPOSES, MEMBERSHIP AND RIGHTS AND RESPONSIBILITIES. - APPROVAL OF THE CREATION OF ANY CORPORATION OF WHICH THE HOSPITAL IS THE SOLE MEMBER OR CONTROLLING MEMBER; THE MERGER OR CONSOLIDATION OF THE HOSPITAL WITH ANOTHER CORPORATION; AND THE REORGANIZATION, LIQUIDATION OR DISSOLUTION OF THE HOSPITAL OR ANY CORPORATION OF WHICH THE HOSPITAL IS THE SOLE MEMBER OR CONTROLLING MEMBER. - APPROVAL OF ANY SALE, LEASE, EXCHANGE, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY OR ASSETS OF THE HOSPITAL. - ELECTION AND REMOVAL OF THE MEMBERS OF THE BOARD AND ITS OFFICERS. - CREATION OF ANY COMMITTEE, OTHER THAN THE GOVERNANCE COMMITTEE. - APPROVAL OF THE ADOPTION OF OR ANY AMENDMENT TO THE POLICIES AND PROCEDURES GOVERNING INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE HOSPITAL. - APPROVAL OF ANY CONVEYANCE OF, OR THE GRANTING OF MORTGAGES, TRUSTS, DEEDS OR THE CREATION OF OTHER LIENS ON, ANY REAL PROPERTY ASSETS OF THE HOSPITAL. - APPROVAL OF THE STRATEGIC PLAN OF THE HOSPITAL - APPROVAL OF ANY CHANGE TO THE EMPLOYEE PENSION OR OTHER EMPLOYEE BENEFIT PLANS FOR OR ON BEHALF OF THE HOSPITAL. - APPROVAL OF THE ENGAGEMENT IN MANAGED CARE AND OTHER THIRD PARTY PAYOR CONTRACTING ON BEHALF OF THE HOSPITAL. - APPROVAL OF ANY COMMENCEMENT, CESSATION, LOCATION, RELOCATION OR CONSOLIDATION OF SIGNIFICANT CLINICAL SERVICES PROVIDED BY THE HOSPITAL AND TO APPROVE OR INITIATE THE FILING OF ANY APPLICATION FOR A CERTIFICATE OF NEED BY THE HOSPITAL. - APPROVAL OF SYSTEM-WIDE QUALITY, PERFORMANCE AND CREDENTIALING STANDARDS AND PROCEDURES TO WHICH THE HOSPITAL IS EXPECTED TO ADHERE. - APPROVAL OF ANY PHYSICIAN COMPENSATION ARRANGEMENTS. FORM 990 REVIEW PROCESS FORM 990, PART VI, LINE 11B STEVEN ROSENBERG, CFO, WILL REVIEW THE 990 PRIOR TO IT BEING SENT TO THE IRS. A PRELIMINARY 990, IS PRESENTED TO THE AUDIT COMMITTEE IN JUNE, WHO REVIEWS IT ON BEHALF OF THE BOARD. E&Y IS ON HAND TO REVIEW THE 990 WITH THE AUDIT COMMITTEE AND ANSWER ANY QUESTIONS. PRIOR TO THE 990 BEING FILED WITH THE IRS, THE BOARD WILL RECEIVE A FULL AND ACCURATE COPY ON A SECURED WEBSITE FOR THEIR REVIEW. EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS FORM 990, PART VI, LINE 12C BOARD MEMBERS AND SENIOR MANAGEMENT ARE COGNIZANT OF THE IMPORTANCE OF DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST AND WILL QUESTION POSSIBLE CONFLICTS IN VARIOUS BOARD MEETINGS. THE CHIEF COMPLIANCE OFFICER IS PART OF THE ROUTINE CONTRACTS REVIEW PROCESS AND WATCHES FOR POTENTIAL CONFLICTS WITH BOARD, MANAGEMENT AND STAFF. THE COMPLIANCE OFFICER WILL CONTINUALLY REQUEST THE INFORMATION UNTIL ALL RESPONSES ARE RECEIVED. THE AUDIT COMMITTEE REVIEWS AND EVALUATES EACH DISCLOSURE TO DETERMINE IF THERE IS A CONFLICT. A SUMMARY REPORT IS SHARED WITH THE FULL BOARD. THE COI POLICY BELOW NOTES WHAT IS TO OCCUR, WHEN THERE IS A CLEAR CONFLICT. CONFLICT OF INTEREST POLICY FOR DIRECTORS AND OFFICERS THE PURPOSE OF THIS POLICY IS TO ENSURE THAT THE DIRECTORS AND OFFICERS OF WESTERN CONNECTICUT HEALTH NETWORK, INC. (WCHN) (TOGETHER THE "REPRESENTATIVES" AND INDIVIDUALLY A "REPRESENTATIVE") ARE NOT PREVENTED FROM PERFORMING SERVICES ON BEHALF OF WCHN SOLELY BECAUSE OF POSSIBLE CONFLICTS OF INTEREST ON THEIR PART, AND THAT THE REPRESENTATIVES WILL BE ABLE TO GOVERN AND SERVE THE BEST INTERESTS OF WCHN BY EXERCISING THEIR BEST CARE, SKILL AND HONEST JUDGMENT ON ITS BEHALF. THIS POLICY RECOGNIZES THAT (1) MEMBERS OF THE BOARD OF DIRECTORS ARE OFTEN CHOSEN BECAUSE OF THEIR EXPERIENCE IN MATTERS RELEVANT TO THE OPERATION OF WCHN AND (2) THAT DIRECTORS AND OFFICERS MAY BE ASKED BY WCHN TO PARTICIPATE ON BEHALF OF WCHN AS A DIRECTOR OR OFFICER OF ANOTHER ORGANIZATION, TRADE ASSOCIATION, JOINT VENTURE AND NETWORK. ACCORDINGLY, ANOTHER OBJECTIVE OF THIS POLICY IS TO ENSURE THAT MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS ARE NOT DISQUALIFIED FROM PARTICIPATION IN WCHN GOVERNANCE BY VIRTUE OF THEIR AFFILIATIONS WITH OTHER INSTITUTIONS OR ENTITIES. NOTWITHSTANDING THE ABOVE, IT IS POSSIBLE THAT A REPRESENTATIVE MAY HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST (1) BASED ON PERSONAL INTERESTS OR TRANSACTIONS OR (2) BY VIRTUE OF HIS OR HER RELATIONSHIP AS AN OWNER, CREDITOR, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF ANOTHER ENTITY. THE OBJECTIVES IDENTIFIED ABOVE WILL BE PROMOTED BY: (1) FULL DISCLOSURE BY DIRECTORS AND OFFICERS OF ALL PERSONAL AND OUTSIDE INTERESTS THAT MAY AFFECT OR BE AFFECTED BY WCHN'S OPERATIONS OR BY DECISIONS THAT THE REPRESENTATIVE MAKES ON WCHN'S BEHALF AND (2) ESTABLISHMENT OF GUIDELINES FOR DETERMINING WHEN ACTUAL AND POTENTIAL CONFLICTS OF INTEREST OCCUR AND OF PRINCIPLES AND PROCEDURES FOR ADDRESSING ACTUAL AND POTENTIAL CONFLICTS. EACH ACTUAL OR POTENTIAL CONFLICT OF INTEREST THAT IS DISCLOSED SHOULD BE CAREFULLY EXAMINED AND APPROPRIATE MEASURES PUT INTO PLACE TO MAINTAIN THE BALANCE BETWEEN ENSURING FAIR AND HONEST DELIBERATIONS AND ENCOURAGING PARTICIPATION OF QUALIFIED REPRESENTATIVES IN WCHN. THE BOARD OF DIRECTORS OF WCHN RECOGNIZES THE IMPORTANCE TO WCHN OF HAVING A CONSISTENT POLICY APPLICABLE TO THE DIRECTORS AND OFFICERS OF ALL CORPORATIONS WITHIN ITS SYSTEM. THIS POLICY THEREFORE APPLIES TO THE DIRECTORS AND OFFICERS OF WCHN AS WELL AS THE DIRECTORS AND OFFICERS OF DANBURY HOSPITAL, NEW MILFORD HOSPITAL, WESTERN CT HEALTH NETWORK FOUNDATION, INC., THE WESTERN CT HOME CARE, INC., WESTERN CT HEALTH NETWORK AFFILIATES, AND BUSINESS SYSTEMS, INC. AND THE BOARD OF EACH SUCH CORPORATION SHALL TAKE WHATEVER ACTION AS MAY BE NECESSARY TO INSURE THE EFFECTIVENESS OF THIS POLICY. VOTING. NO DIRECTOR HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL VOTE ON THAT MATTER OR BE COUNTED IN DETERMINING THE QUORUM FOR THE MEETING AT WHICH THE VOTE IS TAKEN, EVEN WHEN PERMITTED BY LAW. NO REPRESENTATIVE HAVING A CONFLICT OF INTEREST ON ANY MATTER SHALL USE HIS OR HER PERSONAL INFLUENCE ON THE MATTER. NEED FOR RESIGNATION OR DECISION NOT TO APPOINT. IF THE BOARD OF DIRECTORS, IN ITS SOLE DISCRETION, DETERMINES THAT ANY REPRESENTATIVE HAS CONFLICTS OF INTEREST SUFFICIENT IN NUMBER AND/OR IMPORTANCE THAT THE EFFECTIVENESS OF SUCH REPRESENTATIVE ON BEHALF OF WCHN MAY BE SIGNIFICANTLY IMPAIRED, THE BOARD MAY ASK THE REPRESENTATIVE TO RESIGN. COMPENSATION REVIEW & APPROVAL PROCESS FOR CEO, EXEC. DIR., OR TOP MGMT FORM 990, PART VI, LINE 15A COMPENSATION OF CEO: IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM FOR ITS SENIOR EXECUTIVES THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. ELIGIBLE EXECUTIVES ARE GENERALLY DIRECT REPORTS OF THE CEO ALONG WITH OTHER EXECUTIVES DESIGNATED BY THE CEO. INCENTIVE COMPENSATION IS A CRITICAL ELEMENT OF TOTAL COMPENSATION. INCENTIVE COMPENSATION IS INTENDED TO ENCOURAGE AND REWARD EXECUTIVES FOR ACHIEVING OR SURPASSING SPECIFIC SHORT-TERM ORGANIZATIONAL PERFORMANCE OBJECTIVES. THE INCENTIVE PLAN SUPPORTS THE ACCOUNTABILITY AND RESULTS-ORIENTED AT WESTERN CONNECTICUT HEALTH NETWORK INC. RESULTING CASH COMPENSATION LEVELS WILL BE COMPETITIVE AND WITHIN THE LIMITS CONSIDERED REASONABLE WITH RESPECT TO THE TAXPAYER BILL OF RIGHTS. EXECUTIVES PARTICIPATE IN THE STANDARD BENEFIT PACKAGE APPLICABLE TO ALL WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYEES. THIS BENEFIT PACKAGE IS TARGETED AT THE 50TH PERCENTILE LEVEL FOR ALL EMPLOYERS. TO MEET WESTERN CONNECTICUT HEALTH NETWORK INC.'S TOTAL COMPENSATION OBJECTIVES FOR EXECUTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: -BLEND OF NATIONAL CONFIDENTIAL SOURCE, IHS, AND HAY GROUP POINTS HEALTHCARE DATA (WHERE DATA AVAILABLE), PLUS 15% GEOGRAPHIC DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. -FOR PHYSICIAN EXECUTIVES, SURVEYS COVERING PHYSICIAN COMPENSATION IN ACCREDITED MEDICAL SCHOOLS (AAMC) ARE USED IN COMBINATION WITH PROPRIETARY SURVEYS COMPILED BY NATIONALLY KNOWN CONSULTING FIRM, SULLIVAN COTTER AND THE MEDICAL GROUP MANAGEMENT ASSOCIATION (MGMA). THE COMPENSATION CONSULTANT BENCHMARKS WESTERN CONNECTICUT HEALTH NETWORK, INC.'S EXECUTIVE POSITIONS BASED ON JOB DUTIES, SCOPE AND REPORTING RELATIONSHIPS. PREMIUMS MAY BE APPLIED TO MARKET DATA FOR CERTAIN POSITIONS TO REFLECT RESPONSIBILITIES THAT ARE IN ADDITION TO THOSE INCLUDED IN THE SURVEY POSITION MARKET MATCHES. WESTERN CONNECTICUT HEALTH NETWORK, INC. TARGETS CASH COMPENSATION AT MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) APPROXIMATE MARKET COMPETITIVE LEVELS FOR TOTAL CASH COMPENSATION. EXECUTIVE PERFORMANCE IS EXPECTED TO MEET OR EXCEED PREDETERMINED OPERATIONAL AND FINANCIAL METRICS. OTHER FACTORS, SUCH AS COMPETITIVE MARKET FORCES, JOB PERFORMANCE, UNIQUE QUALIFICATIONS, AND/OR INDIVIDUAL JOB RESPONSIBILITIES ARE ALSO CONSIDERED IN WESTERN CONNECTICUT HEALTH NETWORK, INC'S EXECUTIVE COMPENSATION DECISIONS. ROLES OF THE COMMITTEE ON GOVERNANCE AND KEY EXECUTIVES IN THE EXECUTIVE COMPENSATION PROCESS: - THE COMMITTEE ON GOVERNANCE IN CONSULTATION WITH THE CEO AND THE SVP HR SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS THE HAY GROUP, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVANT MARKET RATES AND PAY PRACTICES FOR HEALTHCARE EXECUTIVES, PHYSICIAN EXECUTIVES AND FOR PHYSICIANS IN GENERAL. - THE COMPENSATION CONSULTING FIRM COMPILES APPROPRIATE MARKET DATA, JOB EVALUATION AND RANKING INFORMATION FOR ALL EXECUTIVES AND PHYSICIANS OF THE ORGANIZATION, EXCLUDING THE CEO, AND WILL SUPPLY THIS MATERIAL TO THE CEO AND SVP HR FOR REVIEW AND AGREEMENT. ONCE THE REPORT IS FINAL IT WILL BE SUPPLIED TO THE COMMITTEE ON GOVERNANCE FOR THEIR CONSIDERATION AND ACCEPTANCE. -THE COMMITTEE ON GOVERNANCE DETERMINES THE CEO'S SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. COMPENSATION REVIEW & APPROVAL PROCESS FOR OFFICERS & KEY EMPLOYEES FORM 990, PART VI, LINE 15B COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM FOR ITS SENIOR EXECUTIVES THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. ELIGIBLE EXECUTIVES ARE GENERALLY DIRECT REPORTS OF THE CEO ALONG WITH OTHER EXECUTIVES DESIGNATED BY THE CEO. INCENTIVE COMPENSATION IS A CRITICAL ELEMENT OF TOTAL COMPENSATION. INCENTIVE COMPENSATION IS INTENDED TO ENCOURAGE AND REWARD EXECUTIVES FOR ACHIEVING OR SURPASSING SPECIFIC SHORT-TERM ORGANIZATIONAL PERFORMANCE OBJECTIVES. THE INCENTIVE PLAN SUPPORTS THE ACCOUNTABILITY AND RESULTS-ORIENTED AT WESTERN CONNECTICUT HEALTH NETWORK INC. RESULTING CASH COMPENSATION LEVELS WILL BE COMPETITIVE AND WITHIN THE LIMITS CONSIDERED REASONABLE WITH RESPECT TO THE TAXPAYER BILL OF RIGHTS. EXECUTIVES PARTICIPATE IN THE STANDARD BENEFIT PACKAGE APPLICABLE TO ALL WESTERN CONNECTICUT HEALTH NETWORK, INC. EMPLOYEES. THIS BENEFIT PACKAGE IS TARGETED AT THE 50TH PERCENTILE LEVEL FOR ALL EMPLOYERS. TO MEET WESTERN CONNECTICUT HEALTH NETWORK INC.'S TOTAL COMPENSATION OBJECTIVES FOR EXECUTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: -BLEND OF NATIONAL CONFIDENTIAL SOURCE, IHS, AND HAY GROUP POINTS HEALTHCARE DATA (WHERE DATA AVAILABLE), PLUS 15% GEOGRAPHIC DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. -FOR PHYSICIAN EXECUTIVES, SURVEYS COVERING PHYSICIAN COMPENSATION IN ACCREDITED MEDICAL SCHOOLS (AAMC) ARE USED IN COMBINATION WITH PROPRIETARY SURVEYS COMPILED BY NATIONALLY KNOWN CONSULTING FIRM, SULLIVAN COTTER AND THE MEDICAL GROUP MANAGEMENT ASSOCIATION (MGMA). THE COMPENSATION CONSULTANT BENCHMARKS WESTERN CONNECTICUT HEALTH NETWORK, INC.'S EXECUTIVE POSITIONS BASED ON JOB DUTIES, SCOPE AND REPORTING RELATIONSHIPS. PREMIUMS MAY BE APPLIED TO MARKET DATA FOR CERTAIN POSITIONS TO REFLECT RESPONSIBILITIES THAT ARE IN ADDITION TO THOSE INCLUDED IN THE SURVEY POSITION MARKET MATCHES. WESTERN CONNECTICUT HEALTH NETWORK, INC. TARGETS CASH COMPENSATION MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) APPROXIMATE MARKET COMPETITIVE LEVELS FOR TOTAL CASH COMPENSATION. EXECUTIVE PERFORMANCE IS EXPECTED TO MEET OR EXCEED PREDETERMINED OPERATIONAL AND FINANCIAL METRICS. OTHER FACTORS, SUCH AS COMPETITIVE MARKET FORCES, JOB PERFORMANCE, UNIQUE QUALIFICATIONS, AND/OR INDIVIDUAL JOB RESPONSIBILITIES ARE ALSO CONSIDERED IN WESTERN CONNECTICUT HEALTH NETWORK, INC'S EXECUTIVE COMPENSATION DECISIONS. ROLES OF THE COMMITTEE ON GOVERNANCE OF THE WESTERN CONNECTICUT HEALTH NETWORK, INC. AND KEY EXECUTIVES IN THE EXECUTIVE COMPENSATION PROCESS: - THE COMMITTEE ON GOVERNANCE IN CONSULTATION WITH THE CEO AND THE SVP HR SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS THE HAY GROUP, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVENT MARKET RATES AND PAY PRACTICES FOR HEALTHCARE EXECUTIVES, PHYSICIAN EXECUTIVES AND FOR PHYSICIANS IN GENERAL. - THE COMPENSATION CONSULTING FIRM COMPILES APPROPRIATE MARKET DATA, JOB EVALUATION AND RANKING INFORMATION FOR ALL EXECUTIVES AND PHYSICIANS OF THE ORGANIZATION, EXCLUDING THE CEO, AND WILL SUPPLY THIS MATERIAL TO THE CEO AND SVP HR FOR REVIEW AND AGREEMENT. ONCE THE REPORT IS FINAL IT WILL BE SUPPLIED TO THE COMMITTEE ON GOVERNANCE FOR THEIR CONSIDERATION AND ACCEPTANCE. -THE COMMITTEE ON GOVERNANCE DETERMINES THE CEO'S SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. THE LAST EXECUTIVE COMPENSATION EVALUATION BY AN OUTSIDE CONSULTANT WAS DONE IN NOVEMBER, 2011. OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE FORM 990, PART VI, LINE 19 THE INFORMATION THAT HAS BEEN POSTED ON THE WESTERN CONNECTICUT HEALTH NETWORK, INC. WEBSITE FOR 2012 INCLUDES: THE MOST CURRENT AUDITED FINANCIAL STATEMENTS. ALSO INCLUDED IS THE CODE OF BUSINESS ETHICS, INFORMATION ABOUT OUR COMPLIANCE PROGRAM, AND A COPY OF OUR POLICY REGARDING PREVENTING OF FRAUD, WASTE AND ABUSE. ALL GOVERNING DOCUMENTS REQUIRED BY LAW ARE MADE AVAILABLE UPON REQUEST. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. ADDITIONAL OFFICER COMPENSATION INFORMATION FORM 990, PART VII FOR ALL OFFICERS AND THE TOP 5 EMPLOYEES, ALTHOUGH ONLY 40 HOURS IS NOTED TO REFLECT PAID HOURS, ACTUALLY WORKED HOURS EXCEEDED THIS AMOUNT. NOTE: ALL AMOUNTS IN COLUMN F, OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS, AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. JOHN BORRUSO, MD, A FORMER DIRECTOR, WAS PAID DURING CALENDAR YEAR 2011 BY WESTERN CONNECTICUT MEDICAL GROUP IN THE CAPACITY OF A PHYSICIAN. MORRIS GROSS ALSO RECEIVED 1099 COMPENSATION FROM WESTERN CONNECTICUT HOME CARE, WORKING IN THE CAPACITY OF A PHYSICAL THERAPIST. AVERAGE HOURS COULD NOT BE DETERMINED. A STIPEND WAS PAID TO DAVID KRAMER, MD, A DIRECTOR, DURING THE YEAR FOR SPINE SURGERY CO-DIRECTORSHIP. A STIPEND WAS PAID TO NEIL CULLIGAN, MD, A DIRECTOR, DURING THE YEAR FOR STROKE PROGRAM DIRECTORSHIP. FUNDRAISING EXPENSES FORM 990, PART IX, COLUMN D ALTHOUGH CONTRIBUTIONS ARE REFLECTED ON LINE 1 OF PAGE 1 ON FORM 990, ALL FUNDRAISING EXPENSES WERE INCURRED BY THE WESTERN CONNECTICUT HEALTH NETWORK FOUNDATION, INC. OTHER CHANGES IN NET ASSETS OR FUND BALANCES FORM 990, PART XI, LINE 5 CAPTIVE UBI -424,261 CHANGE IN EQUITY INTEREST OF WCHNF 5,780,415 CHANGE IN INVESTMENT OF WCHCIC 38,332 EQUITY TRANSFER TO WCHN-W/O OF INTERCOMPANY -4,911,038 INVESTMENT K-1S 827,780 NET UNREALIZED GAINS OR LOSSES ON INVESTMENTS 19,910,410 PRIOR PERIOD ADJUSTMENT 69,357 TOTAL 21,290,995 PRIOR PERIOD ADJUSTMENT 69,357 TOTAL 21,290,995 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN M MURPHY MD TITLE:PRESIDENT/CEO HOURS:9 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:NEIL CULLIGAN MD TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DAVID KRAMER MD TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DAVID CYGANOWSKI TITLE:TREASURER HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:ALPHONSE ALTORELLI MD TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:RICHARD G JABARA TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:ANTHEA DISNEY TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOSEPH D SKRZYPCZAK TITLE:SECRETARY HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:SPENCER HOULDIN TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN R PATRICK TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:BRIAN C WHITE TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAMES KENNEDY TITLE:CHAIR/VICE CHAIR HOURS:6 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN MARTOCCI (TO 12/31) TITLE:DIRECTOR HOURS:6 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAY LENT (TO 5/31) TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN C KLINE (TO 12/31) TITLE:DIRECTOR HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:STEVEN H ROSENBERG TITLE:CFO HOURS:8 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DONNA KAPLANIS TITLE:ASS'T SECRETARY HOURS:8 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:MATTHEW A MILLER MD TITLE:CHIEF MEDICAL OFFICER HOURS:4 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:MOREEN O DONAHUE TITLE:SR. VP/CHIEF NURSE EXEC. HOURS:1 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:MORRIS GROSS TITLE:VP OF FACILITIES HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JUDITH WARD (TERM 12/8/11) TITLE:VP, MARKETING HOURS:2 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JOHN BORRUSO MD TITLE:WCMG PHYSICIAN HOURS:50 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:DOUGLAS MAGAZU TITLE:FINANCE EXEC. 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