2011-05-16T16:30:11-05:00 2010-06-30 PricewaterhouseCoopers LLP 2001 MARKET ST SUITE 1700 PHILADELPHIA PA 19103 990 2009-07-01 582032904 KENNESTONE HOSPITAL INC KENN 7707925023 805 Sandy Plains Road Marietta GA 300666340 JAMES M SWARTZ 2011-05-16 true 2673303000 2009 2016-02-24 21:20:13Z A JAMES BUDZINSKI 1087552125 false X www.wellstar.org X 1993 GA To provide world class charitable healthcare to the community. 18 14 4794 407 1427201 0 0 688199527 772276284 -8131024 18062619 10186431 9993352 690254934 800332255 0 0 0 0 215004932 251480542 0 0 0 404783939 424967395 619788871 676447937 70466063 123884318 803751816 898796753 341513250 374877197 462238566 523919556 TO CREATE AND DELIVER HIGH QUALITY HOSPITAL, PHYSICIAN AND OTHER HEALTHCARE RELATED SERVICES THAT IMPROVE THE HEALTH AND WELL-BEING OF THE INDIVIDUALS AND COMMUNITIES WE SERVE. false false 605953420 772276284 As discussed herein, Kennestone Hospital, Inc (an affiliate of Wellstar Health System, Inc.) operates as a charitable organization consistent with the requirements of Internal Revenue Code Section 501 (c) (3) and the "community benefit standard" of IRS Revenue Ruling 69-545. In this regard, the governing body of the organization and/or its parent is composed of prominent citizens in the community, medical staff privileges in the hospital are available to all qualified physicians in the area, consistent with the size and nature of the facility; one of the hospitals operates a full-time emergency room open to all regardless of the ability to pay; the hospital provides care to needy members of its community consistent with its charity care policy regardless of their ability to pay for these services and admits as patients those able to pay for care, either themselves or through third-party payers such as private health insurance or government programs such as Medicare and Medicaid; and the hospital's excess funds are generally applied to expansion and replacement of existing facilities and equipment, amortization of indebtedness, improvement in patient care, community benefit activities, and charity care. Kennestone Hospital, Inc. consists of two hospitals, Wellstar Kennestone and Wellstar Windy Hill. These hospitals combined to invest approximately $42 million in capital expenditures for the fiscal period. Wellstar Kennestone Hospital is a general acute hospital which provides a full range of inpatient and outpatient services for the overall health of the community. The hospital is located in Marietta, Georgia. The original hospital was constructed in 1950. The present main building was constructed in 1975. Kennestone is licensed to operate 633 beds and is currently staffed to operate 586 beds. Wellstar Windy Hill Hospital is located in the unincorporated area of Cobb County in northwest metropolitan Atlanta. It is an acute care hospital concentrating at the present time on long term care inpatient and outpatient services. The original structure was built in 1973 and renovated in 1987. The beds at Windy Hill serve medically complex patients whose average stay is approximately 30 days. Kennestone Hospital, Inc. affiliated with Northwest Georgia Health System in 1993. In 1994 Northwest Georgia Health System helped form the Promina Health System and changed its name to Promina Northwest Health System. In 1998 Promina Northwest changed its name to Wellstar Health System. Wellstar became totally independent of Promina in 2000. Kennestone Hospital, Inc. was organized in 1993 and is subordinate to, and subject to the authority of, Wellstar Health System and its governing board. Kennestone offers most major inpatient clinical services, a variety of outpatient services, women's services and open heart surgery. It is one of the largest hospitals in the state of Georgia. Kennestone is also home to a variety of state-of-the-art procedures and equipment not offered elsewhere in the larger Atlanta metro service area. The hospital has also opened several satellite outpatient imaging centers to provide easier access to our patient population. One additional service offered on the campus of Kennestone is called Atherton Place. This residential facility provides independent housing as well as assisted living to residents needing these services--especially the elderly. (Windy Hill has transitioned its focus to long-term inpatient and outpatient services. These services include a concentration in geriatrics, rehabilitation, orthopedics and senior care). A recent addition included a women's imaging department. The following stats constitute the overall program services for the period ended June 30, 2010: Kennestone Windy Hill Total Adult Discharges 34,410 395 34,805 Med/Surg Short Stay Days 10,274 202 10,476 Newborn Discharges 5,700 5,700 Emergency Room Visits 86,871 86,871 Pediatric ER Visits 23,138 23,138 Outpatient Surgical Cases 11,467 2,720 14,187 Inpatient Surgical Cases 8,700 78 8,778 Open Heart Cases 674 674 Outpatient Procedures Non ED OP Radiology 155,405 11,669 167,074 Cath Lab/Pacers/EP 8,508 8,508 GI Lab 4,533 250 4,783 Total FTEs (Paid) 3,372 271 3,643 Community Benefit Reporting Community Outreach (incl system alloc) $ 2,199,183 Unreimbursed Charity Care (at cost) $27,040,464 Based on Charity/Indigent charges of $94.1 million Medicaid Shortfall (at cost) $12,438,415 Totals $41,478,062 The Georgia Hospital Association has estimated that Kennestone and Windy Hill hospitals have had an economic impact of approximately $1.5 billion and are responsible for creating over 8,000 jobs for the local and state economy. Community Benefits Detail Kennestone and Windy Hill, affiliates of Wellstar Health System, participate in many community and educational programs for the overall health and benefit of the area that it serves. The following are examples of programs or services that are provided by Kennestone Hospital, Inc. for the charitable benefit of the community (and the program's value if known): Community Health/Education Wellstar's Marketing and Public Relations department provides free brochures on a variety of health-related topics such as blood pressure, diabetes, cholesterol, osteoporosis, and nutrition. Kennestone Hospital specifically offers the community the space and instructors for many support groups and educational opportunities--some free of charge and others at a nominal fee (examples of the offerings are women's health, palliative care, birthing classes, etc.) Kennestone and Windy Hill also offer free and/or low cost screenings for health issues such as blood pressure, cholesterol, flu shots, and others. The hospitals also help sponsor an annual "Latino" health fair to reach out to the ever expanding Hispanic community that it serves. System-wide for the reporting period over 200,000 area residents were seen at either the screenings or health fairs. School Health Program This program is operated in conjunction with area school systems and seeks to teach school-aged children about health and safety topics such as dental health, water safety, seat belt safety and others. Safe Kids-Cobb/Cherokee Wellstar and the Cobb Public Health Department sponsor safety education events on an annual basis to the community, specifically the Cobb County area. The safety initiatives are centered around car seat checks, bike helmets, water safety and other preventive initiatives. The mission is to reduce the number of accidental injuries for children ages 14 and under. The SafeKids Cobb program provided 1,750 car seat checks and distributed 750 free car seats to families in need. Women's and Children's Resource Center The Women's and Children Resource Center of Kennestone had unreimbursed costs of approximately $225,000. This program provides much needed support for mothers and their newborn babies. The program demonstrates our commitment to the health and well-being of new mothers and babies in our community. Other Programs Kennestone Hospital and Wellstar sponsor several other programs which may not have a specific value associated with them but offer health and education to the community. The Partner-in-Education program provides health-related supplies and support to area elementary and middle schools. Through the "Partners in Ministry" program, the Pastoral Care Department leads a partnership between the health system and local area congregations to link between the spiritual and clinical community needs. As a component with our relationship with the International Theological Center, Wellstar Windy Hill hosted 10 seminary students for a semester of time to provide on-the-job experience to pastoral students. The training allowed students to become familiar with the needs associated with the long term care needs of patients, families and Wellstar staff. Wellstar offers a Disease Management program in which five chronic diseases are monitored for patients through periodic updates by a Wellstar clinician (via phone). This program helped reduce both hospital admissions and ER visits for those patients in the program. Sponsorships and Community Activities. Employees participated in the Heart Walk in support of those suffering from heart disease. A group of Kennestone Hospital employees also volunteered to participate in the "Relay for Life" event to raise funds and awareness of cancer treatment and prevention. The event benefited the American Cancer Society. A portion of the Kennestone Hospital community is beneficiary of some of Wellstar's sponsorships and contributions. Windy Hill Hospital staff and physicians conducted a mock patient evacuation to assess emergency preparedness in the event of a disaster. The drill was deemed a huge success. Several fund raising events were sponsored by the System for the benefit of not only the health-related organizations such as American Cancer Society and American Heart Association but also the Cobb County area. 605953420 true false false false false false false false false true false true false false false false false false false false true false false true false false false false false false true false false false false false false true true false false true 0 0 4794 true true true false false false false false false false false 18 14 true false true false true true true true true false false true true true true true true true true false GA X JAMES M SWARTZ 7707925393 805 SANDY PLAINS ROAD Marietta GA 300666340 Randall Bentley 1.0 X 0 16471 0 Robert N Cross MD 1.0 X 0 4767 0 T E Durham 1.0 X 0 34715 2135 Thomas E Gearhard MD 1.0 X 0 320690 31087 David Hafner MD 1.0 X 0 15651 0 Charles J Jones 1.0 X 0 12635 0 Connie Kirk 1.0 X 0 4195 0 Janie Maddox 1.0 X 0 4884 0 Gary A Miller 1.0 X 0 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Brasfield Gorrie 1990 Vaughn Rd NW Suite 100 KENNESAW GA 30144 General Contractor 6168484 Cork-Howard Construction 2121 New Market Pkwy Suite 118 MARIETTA GA 30067 General Contractor 2754199 Surgical Operational Services 506 Commerce Park Dr Suite G MARIETTA GA 30060 OR Consultant 2818469 QUEST DIAGNOSTICS PO BOX 740736 ATLANTA GA 303740736 MEDICAL LAB SERVICES 1541532 Emory Clinic Inc 101 W Ponce De Leon Ave Suite 400 DECATUR GA 30030 Med/Phys Services 1650129 5 0 PATIENT REVENUE 621990 766451434 766451434 MEDICAL RECORDS 621990 1773 1773 INDEPENDENT & ASSISTED LIVING REVENUE 623000 5437989 5437989 PATIENT EDUCATION 621990 385088 385088 772276284 7882449 7882449 0 0 145833 145833 145833 145833 297382540 17500 287149013 70857 10233527 -53357 10180170 10180170 0 0 0 PHARMACY/APOTHECARY 446199 1453418 1427201 26217 LAB OUTREACH 387978 387978 CAFETERIA 3198281 3198281 4807842 4807842 9847519 800332255 772276284 1427201 26628770 0 0 0 0 1149063 1031858 117205 0 203838428 183051967 20786461 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PREPAIDS-LONG TERM PORTION 727979 OTHER RECEIVABLES MCAID PEND 16311383 INVESTMENT IN PHYS GROUP 25399241 INVESTMENT IN KENN PARKING 4681316 ISSUANCE COSTS (ALLOCATED) 3943321 GOODWILL 21912633 72975873 0 ACCRUED PENSION LIABILITY 65646644 UNCLAIMED PROPERTY LIABILITY 569359 OTHER LIABILITIES 11046758 ASSET RETIREMENT OBLIGATION LT 892882 INSURANCE RESERVE 5284256 TAX EXEMPT BOND LIAB-DUE TO WHS 220665472 304105371 true true X true X 125. true X true true true false true true 27040466 27040466 0.04740 59935531 47497116 12438415 0.02180 86975997 47497116 39478881 0.06920 1879311 33637 1845674 0.00320 331541 115257 216284 0.00040 2210852 148894 2061958 0.00360 89186849 47646010 41540839 0.07280 true 28710014 344520 216184805 249508065 -33323260 X true true Kennestone Hospital

677 Church Street Marietta GA 30060

X X X Windy Hill Hospital

2540 Windy Hill Road Marietta GA 30067

X X Long Term Acute Care Kennestone Hospital, Inc. is an affiliate of Wellstar Health System, Inc. (EIN 58-1649541) which on an annual basis issues a community benefit report for the system. This report is subsequently distributed in and around the five county service areas for the health system. As stated previously we use a cost to charge ratio to determine the percentages of community benefit expense to total expense (less the bad debt totals for the organization). The cost to charge ratio is based on the Medicare cost report and the state annual hospital financial survey. Wellstar Health System and Kennestone Hospital Inc. use the cost to charge ratio from our FY2009 Hospital Financial Survey filed with the state of Georgia. This cost to charge ratio reconciles with the community benefit reporting done both internally in the system and with our annual published community benefit report which is distributed to the Wellstar service areas as well as reported to the Georgia Hospital Association for its annual report to the community. We then compare the cost to the total expense from Form 990 Part IX line 25 column A to determine the ratios in Schedule H Part 1 Line 7 column f as stated. We also adjust the total expenses to deduct the amount of bad debt expense prior to the calculation of the percentage of community benefit expense. The costing methodology used in determining the amounts reported on lines 2 and 3 for Part III Bad Debt, Medicare and Collection Practices is calculated using the same ratios used for charity care to apply against the bad debt expense and determine the costs associated with those expenses. While most of the costs of bad debt is not applicable for community benefit we have determined that some patient accounts that were previously classified as bad debt are subsequently determined to qualify for charity and indigent care adjustments. This determination can occur due to inadequate information being available at the time of service as well as throughout the collection cycle as the patient's financial status may periodically change. One example of this scenario would be undocumented aliens and crime victim patients eligible for charity and indigent care who refuse to provide the paperwork necessary to either qualify for that assistance or a government program. The percentage of accounts that we feel meet this criteria is a conservative estimate. Generally speaking however, Wellstar does not treat bad debt as uncompensated care. The Medicare shortfall reported on Line 7 of Form 990 Schedule H Part III is determined from the difference between the reimbursement from Medicare and the cost of those Medicare charges generated at Kennestone and Windy Hill Hospitals. A large portion of that shortfall represents co-pays and deductibles for Medicare beneficiaries. These Medicare patients often lack the financial resources to pay these bills and subsequently become bad debt accounts which may contribute to the calculated shortfalls. While Medicare will recognize bad debt as a reimburseable item on the annual cost report, it will only be reimbursed at approximately 70% of the amount submitted. The policy written for collection practices at all Wellstar Health System entities incorporates guidelines for personnel in the patient registration areas to be trained in identifying patients that might qualify for charity care or other financial assistance. It is also the policy of all Wellstar hospitals to have at least one employee available 24 hours a day (especially in hospitals with emergency rooms) on duty to provide assistance for the paperwork necessary to qualify for charity care or governmental assistance programs. Wellstar Kennestone Hospital is a general acute care hospital providing a full range of services, is licensed to operate 633 beds and is presently staffed to operate 586 beds. It is located on an approximately 41-acre campus in Marietta, Georgia with a complex of buildings containing a total square footage in excess of 1.2 million square feet. The original hospital was contructed in 1950 with several major additions in the 1960s. The present main building was constructed in 1975 and several more additions have been completed that make up the current campus including a new tower several years ago which makes Kennestone one of the largest hosptials in the state of Georgia. Wellstar Windy Hill Hospital, located in the unincorporated area of Cobb County in northwest metropolitan Atlanta, is an acute care hospital concentrating on long-term care inpatient and outpatient services. The hospital is licensed to operate 115 beds and is presently staffed to operate 55 beds, is located on an approximately 15 acre campus, and contains total square footage of approximately 100,000 square feet. The original hospital was constructed in 1973 and went through a major renovation in 1987. The services provided include a full range of long term acute care services and several specialty areas including a sleep disorder center. Wellstar Health System (including its affiliates Kennestone and Windy Hill Hospitals) is a key stakeholder in MAPP, Moblizing for Action through Planning and Partnerships. MAPP, developed by the National Association of County and City Health Officials (NACCHO) in collaboration with the CDC, provides a structured guidance on creating and implementing a community-wide strategic planning process focused on improving the health and safety of our population. Through MAPP, a broad collection of community partners and residents come together to identify and prioritize health and safety issues and to identify resources for addressing them. The process results in an actionable Community Health Improvement Plan (CHIP) for measureable improvements in the community's health and quality of life as well as a scorecard for implementation and evaluation. The resulting community plan does not focus on one agency or community health challenge; rather, MAPP provides a long-term strategy that addresses the multiple factors that affect health in the community. Community involvement throughout the creation and the implementation of a health improvement plan results in creative solutions to community health problems with an improved focus on priorties, reduced duplication of services, increased collaboration on projects and activities, and increased capacity to garner additional resources. Moreover, continuous community involvement leads to community ownership of the process. Community ownership, in turn, increases the credibility and sustainability of the health improvement efforts. Kennestone and Windy Hill Hospital provide patients with financial counselors who are trained in all of the charity and uncompensation programs, payment plans, discounted payments plans and other programs offered across the health system. This includes at least one counselor in the emergency room on duty at all times. The counselors are well versed in eligibility for Medicare and Medicaid if appropriate for the patient. If the patient is pregnant and not covered by insurance or another government program the counselor can assist the patient in obtaining Medicaid coverage (based on their income level) regardless of the patient's citizenship. If the patient is indigent or charity eligible they will be offered assistance through the hospital's Charity and Indigent Care Policy including the application for the state's Indigent Care Trust Fund. If the patient has no other insurance and fails to qualify for indigent care the financial counselor can then offer the patient an opportunity to accept a payment plan with discounted options based on their ability to pay at time of service or over time. All patients are afforded these opportunities. Kennestone and Windy Hill Hospitals are two of five hospitals that are affiliated with the parent corporation, Wellstar Health System. The primary service area of the system is located in Northwest GA and receives the majority and is expected to receive the majority of its patients from one of the following five counties--Bartow, Cherokee, Cobb, Douglas and Paulding--generally about 85 to 90%. While these five counties are in the metropolitan Atlanta area (or border on the metro area) they are in some of the fastest growing areas in the entire country. The system has therefore expanded to bring many services to the geographic area that previously were not available except in the Atlanta community. Economically the region is strong in per capita income but as in many areas of the country the system has seen an increase in overall population unemployment and thus an increase in the uninsured or underinsured and indigent population for the patients it serves. The system is however poised to meet many of these challenges with a completely integrated health system of hospitals, physician offices, outpatient imaging centers, urgent care centers and eventually health parks. X X X X X X false true X X X X X true true false false false false false true false Thomas E Gearhard MD 0 277416 0 0 0 43274 0 24774 0 6313 0 351777 0 0 Jeffrey Tharp MD 0 252457 0 0 0 122518 0 28132 0 4691 0 407798 0 0 A James Budzinski 0 420659 0 108651 0 13012 0 38425 0 4192 0 584939 0 0 Marsha Burke 0 550796 0 0 0 0 0 39033 0 4581 0 594410 0 0 Linda A Clark 0 402300 0 0 0 0 0 24741 0 0 0 427041 0 0 Gregory L Simone MD 0 809466 0 302279 0 15662 0 73802 0 3137 0 1204346 0 0 Bonnie Wilson 0 417321 0 134446 0 12850 0 39687 0 5813 0 610117 0 0 David W Anderson 0 368147 0 120049 0 12683 0 35424 0 2965 0 539268 0 0 Donald Campbell MD 0 295414 0 85967 0 10800 0 28784 0 3122 0 424087 0 0 Barbara B Corey 0 263238 0 80299 0 10950 0 26777 0 1500 0 382764 0 0 Bruce Dean 0 191680 0 30424 0 9095 0 18417 0 5033 0 254649 0 0 Marcia Delk MD 0 316598 0 92972 0 11328 0 31275 0 10370 0 462543 0 0 Darold Etheridge 0 186959 0 55161 0 15201 0 20084 0 4860 0 282265 0 0 Lee Evins 0 171405 0 39268 0 26487 0 18665 0 3775 0 259600 0 0 Mark Haney 0 242031 0 91501 0 14475 0 26541 0 5673 0 380221 0 0 Bruce Harrison 0 278872 0 87392 0 12070 0 28459 0 5990 0 412783 0 0 Patrick Jansen 0 178558 0 27979 0 27006 0 18097 0 1590 0 253230 0 0 Christopher M Kane 0 288428 0 60926 0 11825 0 27233 0 4813 0 393225 0 0 Nancy Kemp 0 166656 0 11166 0 49090 0 13955 0 0 0 240867 0 0 Kenneth C Kunze MD 0 405444 0 80238 0 12190 0 35410 0 542 0 533824 0 0 Louis W Little 0 210372 0 68687 0 11189 0 23133 0 8043 0 321424 0 0 Kimberly W Menefee 0 235766 0 74822 0 11535 0 24820 0 3275 0 350218 0 0 Teresa M Ray 0 218400 0 18610 0 85123 0 19811 0 0 0 341944 0 0 Ronald J Strachan 0 270123 0 57603 0 70594 0 28407 0 6227 0 432954 0 0 Andrew W Tatnall 0 147670 0 11584 0 28639 0 11548 0 0 0 199441 0 0 Candice L Saunders 322871 0 63588 0 13761 0 29572 0 4051 0 433843 0 0 0 Martin L Gutkin 162051 0 20757 0 23782 0 12425 0 0 0 219015 0 0 0 Diane C Swain 240955 0 35333 0 8700 0 17501 0 761 0 303250 0 0 0 Dwight Still 160866 0 0 0 25 0 13089 0 2490 0 176470 0 0 0 Patricia Horton 145313 0 15208 0 1225 0 12878 0 0 0 174624 0 0 0 Sherron Kurtz 145356 0 13980 0 0 0 12706 0 87 0 172129 0 0 0 Thomas Whittaker 148993 0 0 0 2898 0 12379 0 635 0 164905 0 0 0 Amanda Trask 139522 0 12559 0 2700 0 12334 0 6185 0 173300 0 0 0 ROBERT HAMILTON 0 250665 0 21576 0 8700 0 19613 0 3275 0 303829 0 0 MICHAEL GRAUE 0 492184 0 88589 0 77295 0 45369 0 4505 0 707942 0 0 ROBERT JANSEN 0 149454 0 0 0 58050 0 12822 0 2941 0 223267 0 0 ELLEN LANGFORD 0 153885 0 26364 0 8725 0 15558 0 2259 0 206791 0 0 ROBERT MANDLER 0 183917 0 27881 0 23347 0 18020 0 3275 0 256440 0 0 DEBORAH L PASCH 209950 0 25672 0 31224 0 19129 0 949 0 286924 0 0 0 JONATHAN B MORRIS 0 116750 0 25000 0 7230 0 11056 0 1588 0 161624 0 0 ANTHONY M TRUPIANO 0 185075 0 11541 0 37137 0 17874 0 0 0 251627 0 0 ROBIN WILSON MD 0 120878 0 0 0 33848 0 9717 0 3672 0 168115 0 0 Non-Fixed Payments to Officers Form 990 Schedule J Line 7 Wellstar has instituted an annual incentive plan for key leaders in the company. On an annual basis performance measures are proposed by management and approved and recommended by the Compensation Committee of the Board. The plan is designed to retain and reward leaders with incentives that keep them competitive with the market and comparable health systems. The criteria used to measure the performance consists of weighted factors in the areas of financial performance, customer service, employee engagement and quality indicators. Upon successful acheivement in the targeted levels for each factor, a performance payout is recommended and approved by the Board after the annual financial audit is completed. Severance Benefits Schedule J PURSUANT TO THEIR RESPECTIVE EMPLOYMENT AGREEMENTS, THE FOLLOWING OFFICERS ARE ENTITLED TO SEVERANCE PAYMENTS BASED ON THEIR BASE SALARY AND WAGES AT THAT TIME IN THE EVENT OF CERTAIN IDENTIFIED CIRCUMSTANCES. OFFICER SEVERENCE BENEFIT PERIOD JOHN LAW 12 MONTHS LOU LITTLE 18 MONTHS KIMBERLY W. MENEFEE 18 MONTHS TAREY RAY 18 MONTHS ANDY TATNALL 18 MONTHS LEIGH COX 12 MONTHS BONNIE L. WILSON 24 MONTHS MARSHA BURKE 24 MONTHS GREGORY L. SIMONE 24 MONTHS CHRISTOPHER KANE 18 MONTHS RON STRACHAN 12 MONTHS CANDICE SAUNDERS 18 MONTHS DAVID W. ANDERSON 24 MONTHS DONALD H. CAMPBELL 18 MONTHS LINDA C. CLARK 24 MONTHS RANDY COOK 12 MONTHS BARBARA B. COREY 18 MONTHS MARCIA L. DELK, M.D. 18 MONTHS DAROLD ETHERIDGE 12 MONTHS LEE EVINS 12 MONTHS T. MARK HANEY 18 MONTHS BRUCE HARRISON 12 MONTHS NANCY KEMP 12 MONTHS JIM BUDZINSKI 18 MONTHS MIKE GRAUE 18 MONTHS ROBERT HAMILTON 12 MONTHS ROBERT JANSEN 12 MONTHS ELLEN LANGFORD 12 MONTHS KENNETH KUNZE, MD 18 MONTHS ROBERT MANDLER 12 MONTHS JONATHAN MORRIS 12 MONTHS ANTHONY TRUPIANO 12 MONTHS ROBIN WILSON, MD 12 MONTHS JOSEPH BRYWCZYNSKI 18 MONTHS ELIZABETH HOFFMANN 12 MONTHS RICHARD LOPES, MD 18 MONTHS JAMES SWARTZ 12 MONTHS MARY WESLEY 18 MONTHS MARTIN GUTKIN 12 MONTHS DIANE SWAIN 12 MONTHS JERRY TILLERY 12 MONTHS AMANDA TRASK 12 MONTHS During the year, the following individuals received a payout in the amounts listed in accordance with their severance agreements as set forth above: MARSHA BURKE $550,796 LINDA CLARK $402,300 LEIGH COX $ 34,560 NANCY KEMP $226,912 TERESA RAY $322,133 BRUCE HARRISON $378,334 ANDREW TATNALL $187,892 DIANE SWAIN $240,955 Other Compensation Form 990, Schedule J, Part I, Line 1b & 2 While Wellstar Health System and its affiliates do not have a written policy regarding payment or reimbursement for the items listed in Part 1 Line 1a, the organization follows IRS guidelines in the payment of any of these items to individuals listed in Form 990 Part VII Section A. Compensation Exceptions The following individuals became officers of Wellstar Health System and Affiliates during the accounting period covered by this return but were not compensated during the calendar year for which salary and benefits are reported in the return: Joseph L Brywczynski Elizabeth A Hoffmann Richard T Lopes, MD James M Swartz Mary L Wesley Jerry Tillery Amanda Trask Pamela Etheridge Wife of Officer 51723 Employee of Wellstar false Greg Fortgang Son-in-Law of Trustee 86813 Employee of Wellstar false Amy Simone Daughter of Officer 88061 Employee of Wellstar false George Fleming Brother of Officer 56575 Employee of Wellstar false Matthew Maddox Son of Trustee 36500 Employee of Wellstar false Bonnie Miller Wife of Trustee 26996 Employee of Wellstar false Compensation Form 990 Part V Line 2 All compensation amounts reported on Form 990 Part V, Part VII, and Part IX as well as Schedule J represent compensation provided to individuals that provide services to the organization. Likewise, the number of employees reported on Form 990 represent the number of individuals providing services to the organization. All Federal employment tax responsibilities for these individuals (including Federal Employment Tax reporting responsibilities) are handled by Wellstar Health System, Inc (EIN 58-1649541). Conflict of Interest Policy Form 990 Part VI Section B Line 12A, B, & C Our conflict of interest policy requires all covered persons to annually review the policy and then complete, sign and return the Conflicts of Interest Survey and Attestation to the Compliance Office. The Policy requires an on-going disclosure obligation in the event a conflict arises during the year. The following is our process to regularly and consistently monitor and enforce the policy: Compliance identifies all covered persons who must complete the Survey and Attestation. Compliance verifies that the Survey and Attestation is distributed to these persons. Compliance verifies that these persons return a fully completed and signed Survey and Attestation. Compliance reviews each completed and signed Survey and Attestation to identify all conflicts listed in the document. All conflicts, potential conflicts and incidences of non-compliance are referred to the Chief Compliance Officer. The CCO takes appropriate action to completely resolve all identified conflicts and incidences of non-compliance. Process of Determining Officer Comp Form 990 Part VI Line 15A & B Wellstar engages the Hay Group to work with the governing board to review and recommend executive compensation. The executive compensation process at Wellstar is overseen by a committee of independent trustees, which follows a board-approved executive compensation philosophy. The current members of the Wellstar committee are: Kessel Stelling Chair Pete Wood Janie Maddox Al Separk Board Chairman--Ex Officio Wellstar CEO--Ex Officio In committtee discussions about the compensation for the Chief Executive Officer, The CEO will recuse himself/herself from that process but is a non-voting committee member for discussions on all other officers. The executive compensation philosophy empowers the committee to oversee the executive compensation process and administer the executive compensation program on behalf of the full board of trustee of Wellstar; provided, however, the full Board of Trustees evaluates and approves the compensation of the Chief Executive Officer. The philosophy requires annual disclosure of the committee's actions and decisions to the full board, which it has done. The committee is guided by the board-approved philosophy. Overall, the philosophy is intended to reward for organizational and individual performance. When performance is at a predetermined targeted level, the compensation is intended to be at or around the median of compensation paid to similar positions at similar organizations (the "market"). Wellstar's executive compensation philosophy defines the market as being comprised of comparable not-for-profit health care delivery systems, i.e., not-for-profit organizations similar in complexity and scale to Wellstar. To assist the committee in fulfilling its duties, the committee engaged the Hay Group to provide market compensation data to compare to the Wellstar positions whose compensation the committee oversees. The committee uses this data to provide context when making decisions in administering the compensation program. Accurate minutes of the committee's discussion and decisions are recorded during each committee meeting, and reviewed and approved by the full Board of Trustees at its next scheduled meeting. Audited Financial Statements Form 990 Part IV Line 12 Kennestone Hospital, Inc. was audited for the tax reporting period as part of the consolidated financial statement audit for Wellstar Health System, Inc. and Affiliates. Tax Exempt Bond Allocation Form 990 Part IV Line 24a & Part X For purposes of the Form 990 reporting, Wellstar Health System, Inc EIN 58-1649541 will list all tax-exempt bonds issued since January 1, 2003 on Schedule K as it typically allocates the proceeds of the bonds to members of the Obligated Group (including the hospitals and physician group). Kennestone Hospital, Inc. will report this tax exempt bond liability on Part X, Line 25 Other Liabilities. Kennestone Hospital, Inc. has also restated its beginning balance sheet with respect to tax exempt bond liabilities as the amounts allocated to tax exempt bond liabilities are now included on Line 25. Current Officers/Directors Relationships Form 990 Part VI, Section A Line 2 Two of the current officers and directors for Wellstar Health System, Inc ( EIN 58-1649541) are related to each other through family. Gregory Simone, President and CEO, is the brother-in-law of Lou Little, Sr VP--Post Acute Services and Administrator of Windy Hill Hospital. Organization Structure Form 990 Part VI Section A Lines 6, 7a & 7b As per the Articles of Incorporation, the sole member of the organization is Wellstar Health System, Inc., a GA nonprofit corporation. As sole member, Wellstar Health System, Inc. holds certain powers of election and approval in connection with the governing body of the organization. These powers are presented in detail in the governing documents which the company makes available to the public upon request. Officers Hours Worked Form 990 General Statement The officers devote their time to all of the organizations within Wellstar Health System that are listed in Schedule R, Part II. As such, the total hours worked by the officers across all organizations exceeds 40 hours a week. 990 Board Review Form 990 Part VI Line 11A Internal staff prepare the organization's Form 990. Before filing the return with the Internal Revenue Service an external accounting firm, PricewaterhouseCoopers reviews and sign-offs on the completed return. This reviewed form is then made available to both the organization's Finance committee of the Board of Trustees as well as the full board in the form of an electronic (pdf. format) version and hard copy of the return. The organization's CFO subsequently signs the return for either manual or electronic filing by the appropriate due date. Disclosure of Financial Documents FORM 990 PART VI SECTION C Line 19 The organization and its subsidiaries are subject to the Open Records Law in the State of Georgia. Therefore, by law, citizens are permitted to inspect and copy its governing documents, policies and financial statements as may be requested from time to time. Additionally, the organization's Form 990 is made readily available on the Guidestar website. Periodically, the organization publishes its financial performance in the local newspaper for citizens to review, and it also publishes a community benefit report once a year for distribution to the public. Bylaws Changes Form 990, Part VI, Line 4 On June 17, 2010 Wellstar Health System and its affiliates amended its bylaws to address the manner of election and terms of office for members of the Board of Trustees. The Chair appoints a Governance Committee consisting of three (3) or more Trustees for purposes of recommending nominations to the Board. Nominations are voted upon by the full Board and each Trustee is appointed to serve terms of three years, although the Board can establish a shorter term at the time of election. Each Trustee may serve a "Term Limit" of not more than four (4) consecutive terms of three years. To provide continuity on the Board, there is established a methodology of rotation off the Board for the 18 existing Trustees effective June 30, 2010. One Trustee will rotate off the Board in year one; two Trustees will rotate off the Board in year two; one Trustee will rotate off the Board in year three; and continuing for all remaining positions until all Trustees have expired terms or elect to leave the Board. At the end of the "term limit" the Trustee may be re-elected after a one year absence from the Board. CHS Foundation Inc 805 Sandy Plains Road Marietta GA 30066 581649540 Foundation GA 501 (c)(3) 11 NA Cobb Hospital Inc 805 Sandy Plains Road Marietta GA 30066 580968382 Healthcare GA 501 (c)(3) 3 NA Douglas Hospital Inc 805 Sandy Plains Road Marietta GA 30066 582026750 Healthcare GA 501 (c)(3) 3 NA Paulding Medical Center Inc 805 Sandy Plains Road Marietta GA 30066 582095884 Healthcare GA 501 (c)(3) 3 NA Wellstar Foundation Inc 805 Sandy Plains Road Marietta GA 30066 581627413 Foundation GA 501 (c)(3) 11 NA Wellstar Health System Inc 805 Sandy Plains Road Marietta GA 30066 581649541 Healthcare GA 501 (c)(3) 3 NA Cobb Hospital Parking Company LLC 805 Sandy Plains Road Marietta GA 300666340 752999669 Parking GA NA INVESTMENT 41418 840469 false false Kennestone East Parking Deck LLC 805 Sandy Plains Road Marietta GA 300666340 200537100 Parking GA NA INVESTMENT 193986 1887789 false false Community Assurance Co 3rd Fl Barclays House Shedden Rd George Town Grand Cayman, BWI CJ 581649541 Insurance GA WHS Inc C 0 72634317 1.00000 false false false false false false false false false false false false false false false false false false