2012-08-09T17:24:35-05:00 2011-09-30 PLANTE & MORAN PLLC PO BOX 307 SOUTHFIELD MI 480370307 990 2010-10-01 390910727 WAUKESHA MEMORIAL HOSPITAL INC WAUK 2629284740 725 AMERICAN AVENUE WAUKESHA WI 53188 NANINE M NELSON 2629284740 2012-08-07 1 SUSAN MIENCIER 2483522500 2010 2016-02-24 21:20:13Z SUSAN EDWARDS 725 AMERICAN AVENUE WAUKESHA WI 53188 464399847 0 X WWW.PROHEALTHCARE.ORG X 1956 WI PROVISION OF INPATIENT AND OUTPATIENT HOSPITAL SERVICES. 15 9 3099 462 9074996 0 1898420 2467085 448733179 447897566 4974621 8449476 4972834 5584836 460579054 464398963 15886500 35100002 0 0 152229990 141727462 0 0 616482 250762886 254046816 418879376 430874280 41699678 33524683 671907482 686540701 342083034 349906482 329824448 336634219 CONTINUOUSLY IMPROVING THE HEALTH OF OUR COMMUNITY. 0 0 357407075 35100002 443552644 WAUKESHA MEMORIAL HOSPITAL FULFILLS ITS EXEMPT PURPOSE BY PROVIDING CARE AND SERVICES TO ALL PATIENTS REGARDLESS OF INSURANCE OR ABILITY TO PAY. WAUKESHA MEMORIAL HOSPITAL ALSO USES ITS RESOURCES TO ADDRESS VARIOUS COMMUNITY NEEDS. WAUKESHA MEMORIAL HOSPITAL PROVIDED APPROXIMATELY 65,534 DAYS OF INPATIENT CARE AND APPROXIMATELY 289,915 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2011. SEE SCHEDULE H FOR ILLUSTRATION OF ITS PROGRAM SERVICE ACCOMPLISHMENTS. 357407075 1 1 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 1 1 1 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 332 0 1 3099 1 1 1 0 0 0 0 0 0 0 0 0 X 15 9 0 0 0 1 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 1 0 WI X NANINE NELSON 2629284740 N17 W24100 RIVERWOOD DRIVE SUITE WAUKESHA WI 531881131 X BETTY ARNDT 2.00 X 0 0 0 DIXON BENZ 2.00 X 0 0 0 MARIE KINGSBURY 2.00 X 0 0 0 JAMES GANNON 2.00 X X 0 0 0 E JOHN RAASCH 2.00 X 0 0 0 DAVID SCHMITT MD 2.00 X 24000 0 0 DR DOUGLAS HASTAD 2.00 X 0 0 0 RALPH RAMIREZ 2.00 X 0 0 0 KENNETH RIESCH 2.00 X 0 0 0 JANE NEUMANN MD 2.00 X 40000 130339 25713 EDWARD OLSON 40.00 X X 500944 0 61587 ARCHEBALD PEQUET MD 2.00 X X 52360 0 0 DAN D'ANGELO DDS 2.00 X X 0 0 0 THOMAS E DALUM 2.00 X X 0 0 0 NANINE NELSON 2.00 X X 0 322237 45418 GARY BEYER MD 2.00 X 21998 0 0 JOHN ROBERTSTAD 32.00 X X 0 389368 474761 SUSAN EDWARDS 2.00 X 0 187698 183487 REXFORD W TITUS III 2.00 X 0 881179 77290 ROBERT W MLYNAREK 2.00 X 0 415764 42806 DR JAMES GARDNER MD 40.00 X 365852 0 46724 CATHY RAPP 40.00 X 187116 0 23057 KENNETH PRICE 40.00 X 247470 0 42355 ERIC G HENDEE 40.00 X 191076 0 35133 JOSEPH T BOTTICELLI 40.00 X 166467 0 15165 FREDERICK L SYRJANEN 40.00 X 167207 0 31447 BARBARA J MATHISON 40.00 X 167079 0 27744 MARY JANE REICHART 40.00 X 161389 0 33313 2292958 2326585 1166000 68 0 1 0 CG SCHMIDT INC 11777 WEST LAKE PARK DRIVE MILWAUKEE WI 53224 CONSTRUCTION SERVICES 3773428 MEDICAL COLLEGE OF WI PO BOX 13308 MILWAUKEE WI 53213 MEDICAL SERVICES 3393974 EPIC SYSTEMS PO BOX 88314 MILWAUKEE WI 53288 COMPUTER/MAINTENANCE 3350384 GE HEALTHCARE IITS USA PO GOX 277475 ATLANTA GA 30384 MEDICAL SERVICES 2419220 ENGBERG ANDERSON 320 EAST BUFFALO STREET MILWAUKEE WI 53202 ARCHITECTS 1710152 55 784433 1682652 2467085 NET PATIENT REV. 622110 436606904 436606904 MEDICAL SERVICE LAB 621500 9131432 9131432 SURGERY CENTER 621400 2159230 2159230 447897566 8449476 8449476 7041 884 6157 6157 6157 CAFETERIA 722210 825365 825365 GIFT SHOP 453220 29397 29397 INCOME FROM PASSTHROUG 900099 -62593 -62593 4786510 4786510 5578679 464398963 443552644 9074996 9304238 35077002 35077002 23000 23000 1649646 231720 1417926 110065937 105330072 4234296 501569 4603911 4350307 232934 20670 17798309 16817899 900501 79909 7609659 7383245 193574 32840 260156 260156 107850 107850 85925978 23080703 62777895 67380 16629713 16108959 516193 4561 4862739 4409185 453554 13814828 13814828 37056975 37056975 MEDICAL SUPPLIES 37768675 37768619 30 26 DRUGS & PHARMACEUTICALS 20700283 20700283 BAD DEBTS 18978848 18978848 MEDICAID PROVIDER TAXES 14131319 14131319 EDUCATION & TRAINING 244801 210836 32536 1429 3564651 1933275 1723278 -91902 430874280 357407075 72850723 616482 71472 655830 4325885 11479327 51911201 49923043 8088091 6712048 4572023 5297761 643776192 387772663 255136142 256003529 217255007 226726098 130547661 129743065 671907482 686540701 37815944 41825977 244018219 241262003 60248871 66818502 342083034 349906482 X 329274808 336270386 549640 363833 329824448 336634219 671907482 686540701 X 33524683 -26714912 X X 0 1 1 X 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 6542035 84926 -1766 6625195 5498739 1045116 -1820 6542035 5293708 236781 -31750 5498739 1.00000 0 1 1 15390400 15390400 275463661 126464983 148998678 2631648 2351437 280211 321821847 258956243 62865604 28468636 28468636 256003529 DEFERRED FINANCING 1998872 DEBT SERVICE RESERVE FUND 664852 ACCRUED INTEREST RECEIVABLE 378198 DUE FROM AFFILIATES 8876807 INVESTMENT IN OAW ASC 2506473 OTHER ASSETS 4066824 DEPRECIATION RESERVE 104992502 ASSETS LIMITED TO USE 6258537 129743065 ACCRUED POSTRETIREMENT MEDICAL 246435 FAIR VALUE-INTEREST RATE SWAP 24648326 ASSET RETIREMENT OBLIGATION 648105 ACCUMULATED MIN PENSION LIABILITY 41275636 66818502 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: TO SUPPORT WAUKESHA MEMORIAL HOSPITAL IN ITS CHARITABLE MISSION. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: FIN 48 DISCLOSURE: FEDERAL INCOME TAX - PHC, WMH, OMH, NATIONAL REGENCY, AND PHHC ARE NOT-FOR-PROFIT CORPORATIONS AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE) AND ARE EXEMPT FROM FEDERAL INCOME TAXES PURSUANT TO SECTION 501(A) OF THE CODE. ALL OF THESE ENTITIES ARE, HOWEVER, SUBJECT TO FEDERAL AND STATE INCOME TAXES ON ANY UNRELATED BUSINESS INCOME UNDER THE PROVISIONS OF SECTION 511 OF THE CODE. WHS IS A FOR-PROFIT STOCK CORPORATION AND IS SUBJECT TO INCOME TAXES. WHS ACCOUNTS FOR INCOME TAXES UNDER THE ASSET AND LIABILITY METHOD. UNDER THIS METHOD, DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED RELATED TO THE FUTURE TAX CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE CONSOLIDATED FINANCIAL STATEMENT CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX BASES AND OPERATING LOSS AND TAX CREDIT CARRYFORWARDS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX RATES EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY DIFFERENCES ARE EXPECTED TO BE RECOVERED OR SETTLED. THE ACCOUNTING STANDARD THAT REFERS TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES IS EFFECTIVE FOR FISCAL YEARS BEGINNING AFTER DECEMBER 15, 2006 FOR NONPUBLIC ENTITIES THAT HOLD PUBLIC DEBT. THE STANDARD ADDRESSES THE DETERMINATION OF HOW TAX BENEFITS CLAIMED OR EXPECTED TO BE CLAIMED ON A TAX RETURN SHOULD BE RECORDED ON THE CONSOLIDATED FINANCIAL STATEMENT. COMPANIES MUST RECOGNIZE THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITIES, BASED ON THE TECHNICAL MERITS OF THE POSITION. THE STANDARD ALSO PROVIDES GUIDANCE ON DERECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES ON INCOME TAXES, AND ACCOUNTING IN INTERIM PERIODS, AND REQUIRES INCREASED DISCLOSURES. THE CORPORATION ADOPTED THIS STANDARD AS OF OCTOBER 1, 2007. THE ADOPTION DID NOT HAVE A MATERIAL IMPACT ON THE CONSOLIDATED FINANCIAL STATEMENTS. THE CORPORATION IS SUBJECT TO EXAMINATION BY TAXING AUTHORITIES; HOWEVER, NO EXAMINATIONS ARE IN PROGRESS. MANAGEMENT BELIEVES THE CORPORATION IS NOT SUBJECT TO TAX EXAMINATIONS FOR YEARS PRIOR TO SEPTEMBER 30, 2008. 1 1 X 1 X 1 X 0 1 1 0 1 1 4726946 4726946 0.01120 39109929 24875533 14234396 0.03380 43836875 24875533 18961342 0.04500 23 132806 2932059 8932 2923127 0.00690 8 23499 7332325 3628508 3703817 0.00880 4308353 1638571 2669782 0.00630 1 485097 485097 0.00120 9 33315 1179319 1179319 0.00280 41 189620 16237153 5276011 10961142 0.02600 41 189620 60074028 30151544 29922484 0.07100 1 11000 11000 0.00000 1 300 19521 19521 0.00000 2 9272 9272 0.00000 1 21 6368 6368 0.00000 1 342 9483 9483 0.00000 1 192 192 0.00000 7 663 55836 55836 1 6700226 2002603 94732773 143729983 -48997210 X 0 2 PROHEALTH ALIGNED LLC AMBULATORY SURGERY CENTER 0.51000 0.49000 3 ORTHOPEDIC SURGERY CENTER ORTHOPEDIC SURGICAL SERVICES 0.30000 0.70000 2 1 WAUKESHA MEMORIAL HOSPITAL INC

725 AMERICAN AVENUE WAUKESHA WI 53188

X X X X 3 REHABILITATION HOSPITAL OF WISCONSIN LLC

1625 COLDWATER CREEK DRIVE WAUKESHA WI 53188

X INPATIENT REHABILITATION WAUKESHA MEMORIAL HOSPITAL INC 1 REHABILITATION HOSPITAL OF WISCONSIN LLC 2 2 PROHEALTH ALIGNED LLC

1111 DELAFIELD ST SUITE 100 WAUKESHA WI 53188

AMBULATORY SURGERY CENTER THE ORTHOPEDIC SURGERY CENTER LLC

W238 N 1610 BUSSE ROAD SUITE 100 WAUKESHA WI 53188

ORTHOPEDIC SURGERY CENTER PART I, LINE 3C: N/A PART I, LINE 6A: PROHEALTH CARE, INC. PART I, LINE 7: THE COST-TO-CHARGE RATIO WAS USED TO CALCULATE AMOUNTS. THIS WAS CALCULATED BY USING WORKSHEET 2 OF THE SCHEDULE H INSTRUCTIONS. PART I, LINE 7G: N/A PART I, L7 COL(F): $18,978,848 OF BAD DEBT EXPENSES FROM WAUKESHA MEMORIAL HOSPITAL, INC. WAS INCLUDED ON FORM 990, PART, IX, LINE 25. ADDITIONALLY, THERE WAS BAD DEBT EXPENSE OF $14,838 RELATED TO REHABILITATION HOSPITAL OF WISCONSIN, LLC. BOTH AMOUNTS WERE SUBTRACTED FOR PURPOSES OF CALCULATING THE PERCENTAGE. PART II: WAUKESHA MEMORIAL HOSPITAL HAS PARTNERSHIPS WITH VARIOUS ORGANIZATIONS THROUGHOUT THE COMMUNITIES WE SERVE. EXAMPLES INCLUDE THE PARTNERSHIPS WE HAVE WITH LOCAL CHAMBERS OF COMMERCE. WAUKESHA MEMORIAL WORKS WITH THE CHAMBERS TO PROVIDE LEADERSHIP ON HEALTH-RELATED OUTREACH ACTIVITIES AIMED AT STRENGTHENING COMMUNITY DEVELOPMENT. ANOTHER EXAMPLE IS OUR LONGSTANDING RELATIONSHIP WITH THE UNITED WAY OF WAUKESHA COUNTY. EVERY YEAR WMH PROVIDES LEADERSHIP IN THE UNITED WAY FUND RAISING CAMPAIGN. UNITED WAY HELPS SUPPORT MANY HEALTH AND HUMAN SERVICES ORGANIZATIONS. WITHOUT THE FUNDS THAT UNITED WAY PROVIDES, MANY OF THESE ORGANIZATIONS COULDN'T AFFORD TO CONTINUE SERVICES TO VULNERABLE AND INDIGENT POPULATIONS, AND THAT WOULD MAKE ACCESS TO CARE AND SERVICES MORE DIFFICULT. PART III, LINE 4: BAD DEBT EXPENSE FOOTNOTE: AN ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS IS ESTABLISHED ON AN AGGREGATE BASIS BY USING HISTORICAL WRITE-OFF RATE FACTORS APPLIED TO UNPAID ACCOUNTS BASED ON AGING. LOSS RATE FACTORS ARE BASED ON HISTORICAL LOSS EXPERIENCE AND ARE ADJUSTED FOR ECONOMIC CONDITIONS AND OTHER TRENDS AFFECTING THE HOSPITAL'S ABILITY TO COLLECT OUTSTANDING AMOUNTS. UNCOLLECTIBLE AMOUNTS ARE WRITTEN OFF AGAINST THE ALLOWANCE FOR DOUBTFUL ACCOUNTS IN THE PERIOD THEY ARE DETERMINED TO BE UNCOLLECTIBLE. THE BAD DEBT COST WAS REVIEWED BY THE HOSPITAL'S REVENUE CYCLE TEAM AND THE AMOUNT OF BAD DEBT ESTIMATED TO BE ATTRIBUTABLE TO PATIENTS WHO WOULD HAVE QUALIFIED UNDER OUR FINANCIAL ASSISTANCE PROGRAM IS 30% OF TOTAL BAD DEBTS. PART III, LINE 8: THE SHORTFALL ON LINE 7 SHOULD NOT BE TREATED AS COMMUNITY BENEFIT. COSTING METHODOLOGY USED IS THE COST TO CHARGE RATIO AS REPORTED ON THE MEDICARE COST REPORT. PART V, LINE 15E PRACTICES WERE OUTLINED; POLICY IS IN DEVELOPMENT PART V, LINE 19D ALL PATIENTS ARE BILLED THE SAME; AS OF 10/1/2011 WE IMPLEMENTED AN UNINSURED DISCOUNT THAT IS APPLIED AT THE TIME OF BILLING FOR ALL PATIENTS WHO LACK INSURANCE COVERAGE. PART V, LINE 21 UNINSURED DISCOUNT WENT INTO EFFECT AS OF 10/1/2011. PRIOR TO THAT, DISCOUNTS WERE GIVEN TO SELF PAY PATIENTS IF THEY MADE PROMPT PAYMENTS OR SET UP PAYMENT ARRANGEMENTS. PART VI, LINE 2: COMMUNITY NEEDS ARE IDENTIFIED BASED ON A REVIEW OF STATE, COUNTY AND COMMUNITY HEALTH ASSESSMENTS. THIS INCLUDES SUCH DOCUMENTS AS THE STATE HEALTH PLAN, THE COUNTY HEALTH REPORT CARD, THE WAUKESHA COMMUNITY HEALTH SURVEY, THE HEALTH COMMUNITY 2010 DATA PACKAGE AND VARIOUS OTHER NEEDS ASSESSMENTS, SUCH AS THE UNITED WAY/UNIVERSITY OF WISCONSIN SURVEY OF WAUKESHA COUNTY. TO COMPLEMENT ALL OF THESE DATA SOURCES, WE ALSO PERIODICALLY PERFORM A SERVICE GAP ANALYSIS WITH OUR 20+ EMPLOYED COMMUNITY OUTREACH NURSES AS WELL AS LOCAL NON-PROFIT AGENCIES WITH WHICH WE PARTNER. WE THEN ANALYZE THE DATA, IDENTIFY PRESSING NEEDS, AND PROACTIVELY IMPLEMENT COMMUNITY BENEFIT INITIATIVES TO ADDRESS THESE NEEDS. PART VI, LINE 3: 1. SELF-PAY PATIENTS RECEIVE A LETTER FROM US OUTLINING THE AVAILABILITY OF COMMUNITY CARE AND OUR PROMPT-PAY DISCOUNT POLICY. THE LETTER IS SENT WITHIN A WEEK OF OUTPATIENT SERVICE OR INPATIENT DISCHARGE AND PROVIDES OUR CONTACT INFORMATION. PATIENTS WITHOUT INSURANCE AND PATIENTS WITH BALANCES AFTER INSURANCE RECEIVE TWO ADDITIONAL LETTERS, EACH OF WHICH INCLUDES INFORMATION ABOUT COMMUNITY CARE AND CONTACT INFORMATION.2. PRIOR TO AN ACCOUNT GOING TO COLLECTION, IF WE HAVEN'T HAD ANY CONTACT FROM THE PATIENT ON A BALANCE OVER $10,000, AN ATTEMPT TO CONTACT VIA TELEPHONE IS MADE. 3. IF SOMEONE HAS BEEN FOUND ELIGIBLE FOR SOME LEVEL OF COMMUNITY CARE, THE ELIGIBILITY PERIOD IS SIX MONTHS SO ANY SUBSEQUENT ACCOUNTS DURING THAT TIMEFRAME WOULD BE DISCOUNTED AT WHATEVER LEVEL OF COMMUNITY CARE IS ELIGIBLE. 4. THROUGH THE EFFORTS OF HOSPITAL SOCIAL WORKERS AND OTHERS, WE SOMETIMES ARE ABLE TO DETERMINE THAT A PATIENT HAS NO ASSETS. IN THOSE SITUATIONS, WE DO A PRESUMPTIVE APPLICATION AND GRANT COMMUNITY CARE BASED ON THE INFORMATION WE WERE ABLE TO FIND. 5. WE DO NOT AUTOMATICALLY GIVE COMMUNITY CARE JUST BECAUSE WE FEEL THEY MAY QUALIFY. WE NEED TO HAVE COMPLETED PAPERWORK SUSTAINING THEIR INCOME AND ASSETS. IF THEY HAVE A VIABLE ADDRESS WE SEND AT LEAST TWO LETTERS ASKING THEM TO CONTACT US; IF THEY HAVE A HIGH BALANCE ACCOUNT, WE ALSO TRY TO CONTACT THEM VIA TELEPHONE. PART VI, LINE 4: PROHEALTH CARE SERVES ABOUT 285,000 PEOPLE EACH YEAR IN WAUKESHA COUNTY AND PORTIONS OF THE SURROUNDING JEFFERSON, WALWORTH, RACINE AND DODGE COUNTIES. PROHEALTH CARE FUNCTIONS IN A CROWDED HEALTH CARE MARKETPLACE WITH SIX OTHER PROVIDERS AND CURRENTLY HOLDS 44.1% MARKET SHARE IN WAUKESHA COUNTY. IN EVERY FEDERAL POPULATION CENSUS, WAUKESHA COUNTY HAS RECORDED AN INCREASE IN POPULATION. SINCE 1960, THE POPULATION OF THE COUNTY HAS MORE THAN DOUBLED, AND THE U.S. CENSUS PREDICTS MODERATE POPULATION GROWTH (3%) OVER THE NEXT FIVE YEARS. WAUKESHA COUNTY HAS AN AGING POPULATION WITH THE RATE OF RETIREMENT LIKELY TO SURPASS THE RATE OF ENTRY INTO THE WORKFORCE BETWEEN 2015 AND 2020. THE RACIAL MAKEUP OF THE WAUKESHA COUNTY COMMUNITY IS AS FOLLOWS: WHITE 94.6%, HISPANIC OR LATINO 3.7%, ASIAN 2.6%, BLACK 1.5%, OTHER .3%. MEDIAN HOUSEHOLD INCOME IS $75,754 WITH 4.1% OF PEOPLE LIVING BELOW THE POVERTY LEVEL. WAUKESHA COUNTY HAS THE SECOND HIGHEST MEDIAN HOME PRICE IN THE STATE WITH 19% OF HOUSEHOLDS PAYING MORE THAN 30 PERCENT OF THEIR GROSS MONTHLY INCOME ON HOUSING. THE PRESENCE OF SOME VERY UPSCALE COMMUNITIES IN WAUKESHA COUNTY OFTEN GIVES A MISTAKEN IMPRESSION. OFTEN OVERLOOKED IS A GROWING POPULATION OF LOW INCOME, NON-ENGLISH SPEAKING, VULNERABLE AND MARGINALIZED CITIZENS WHO FACE ENORMOUS ODDS IN ACCESSING HEALTH CARE. THE WAUKESHA COUNTY MEDICAID POPULATION HAS NEARLY TRIPLED IN 10 YEARS, FROM ABOUT 9,451 PEOPLE IN 2000 TO MORE THAN 29,395 IN 2010. THE HISPANIC POPULATION HAS SEEN A 42% INCREASE IN THE PAST 8 YEARS. FORTY DIFFERENT LANGUAGES ARE SPOKEN BY STUDENTS IN THE WAUKESHA PUBLIC SCHOOLS. THE FIVE AREA HOMELESS SHELTERS REACHED CAPACITY EARLY IN 2009, REQUIRING AN ADDITIONAL EMERGENCY SHELTER BE ADDED. DOWNTOWN WAUKESHA WAS DECLARED A "MEDICALLY UNDERSERVED" AREA AND A "HEALTH-PROFESSIONAL SHORTAGE AREA" BY THE FEDERAL GOVERNMENT IN 2008. AS AN UNDERSERVED AREA, MEDICAL OPTIONS FOR INDIVIDUALS, PARTICULARLY THOSE WITHOUT HEALTH INSURANCE OR WITH PUBLIC INSURANCE, ARE SEVERELY LIMITED SINCE PRIVATE SERVICE PROVIDERS OFTEN REFUSE TO CARE FOR THESE INDIVIDUALS. PART VI, LINE 6: BECAUSE OF THE RELATIVELY RURAL NATURE OF OUR SERVICE AREA, OUR COMMUNITY BENEFIT PROGRAM MAKES A CONSCIOUS EFFORT TO REACH OUT AND FIND DISADVANTAGED, UNDERSERVED POPULATIONS. THESE TARGET POPULATIONS INCLUDE NON-ENGLISH SPEAKING, UNINSURED OR UNDERINSURED, ISOLATED AND FRAIL ELDERLY, HOMELESS, AND MENTALLY DISABLED. WE INCLUDE COMMUNITY MEMBERS ON OUR GOVERNMENT BOARD AND COMMUNITY BENEFIT STEERING COMMITTEE. WE ALSO MAKE EXTENSIVE USE OF COMMUNITY PARTNER AGENCIES IN PLANNING, DESIGN AND OPERATION OF COMMUNITY BENEFIT PROGRAMS. PART VI, LINE 7: OUR HOSPITAL IS A MEMBER OF THE PROHEALTH CARE HEALTH SYSTEM WHICH SERVES AS OUR PARENT COMPANY. WHILE COMMUNITY BENEFIT RESPONSIBILITIES RESIDE WITH OUR HOSPITAL BOARD, THE PARENT COMPANY PLAYS A KEY ROLE IN COORDINATING COMMUNITY NEEDS ASSESSMENTS, COMMUNITY BENEFIT PROGRAM PLANNING, AND EVALUATION. REPORTS FILED WITH STATES PART VI, LINE 7 WI 1 PROHEALTH CARE INC N17 W24100 RIVERWOOD DR STE 200 WAUKESHA WI 531881131 391486873 501(C)(3) 35007002 FMV N/A TO ASSIST WAUKESHA MEMORIAL HOSPITAL IN ITS CHARITABLE MISSION. 1 SCHOLARSHIP 21 23000 FMV N/A PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: SCHOLARSHIPS CHECKS ARE PAID BY SCHOLARSHIP AMERICA. SCHOLARSHIP AMERICA MAKES THE CHECKS PAYABLE TO THE INSTITUTION ATTENDED BY THE STUDENT. X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 JANE NEUMANN MD 40000 128707 0 0 0 1632 0 11574 0 14139 40000 156052 0 0 EDWARD OLSON 422321 0 0 0 78623 0 26576 0 35011 0 562531 0 0 0 NANINE NELSON 0 293983 0 0 0 28254 0 19160 0 26258 0 367655 0 0 JOHN ROBERTSTAD 0 362340 0 0 0 27028 0 445864 0 28897 0 864129 0 0 SUSAN EDWARDS 0 167371 0 0 0 20327 0 179245 0 4242 0 371185 0 0 REXFORD W TITUS III 0 771901 0 0 0 109278 0 41307 0 35983 0 958469 0 0 ROBERT W MLYNAREK 0 387382 0 0 0 28382 0 27211 0 15595 0 458570 0 0 DR JAMES GARDNER MD 310012 0 0 0 55840 0 20043 0 26681 0 412576 0 0 0 CATHY RAPP 180696 0 0 0 6420 0 21499 0 1558 0 210173 0 0 0 KENNETH PRICE 225008 0 0 0 22462 0 15520 0 26835 0 289825 0 0 0 ERIC G HENDEE 188159 0 0 0 2917 0 13051 0 22082 0 226209 0 0 0 JOSEPH T BOTTICELLI 165861 0 0 0 606 0 4061 0 11104 0 181632 0 0 0 FREDERICK L SYRJANEN 146789 0 0 0 20418 0 10099 0 21348 0 198654 0 0 0 BARBARA J MATHISON 142528 0 0 0 24551 0 10274 0 17470 0 194823 0 0 0 MARY JANE REICHART 140532 0 0 0 20857 0 9880 0 23433 0 194702 0 0 0 PART I, LINE 1A COUNTRY CLUB MEMBERSHIPS: EDWARD OLSON - BENEFIT WAS NOT INCLUDED IN TAXABLE INCOME AS MEMBERSHIP IS FOR BUSINESS USE ONLY. PART I, LINE 4B NAME PLAN REXFORD W TITUS III - SERP PLAN PARTICIPANT ROBERT MLYNAREK - SERP PLAN PARTICIPANT EDWARD OLSON - SERP PLAN PARTICIPANT SUSAN EDWARDS - SERP PLAN PARTICIPANT NANINE NELSON - SERP PLAN PARTICIPANT JOHN ROBERTSTAD - SERP PLAN PARTICIPANT PROHEALTH CARE INC. (PHC) MAINTAINS A SUPPLEMENTAL RETIREMENT PLAN (SERP) FOR A SELECT GROUP OF EXECUTIVES OF PHC AND ITS AFFILIATED ENTITIES. THE SERP IS AN UNFUNDED, NONQUALIFIED DEFERRED COMPENSATION PLAN THAT IS INTENDED TO COMPLY WITH SECTION 457(F) OF THE INTERNAL REVENUE CODE. BENEFITS UNDER THE SERP ARE TAXABLE TO THE PARTICIPATING EXECUTIVES WHEN SUCH AMOUNTS ARE VESTED. SUPPLEMENTAL INFORMATION PART III SCHEDULE J, PART I THIS ENTITY RELIED ON A RELATED ORGANIZATION THAT USED THE FOLLOWING METHODS TO ESTABLISH COMPENSATION FOR OFFICERS AND DIRECTORS: 1. COMPENSATION COMMITTEE 2. COMPENSATION STUDY 3. APPROVAL OF THE BOARD ANNUALLY APPROVING COMPENSATION AMOUNTS 4. INDEPENDENT COMPENSATION CONSULTANT 5. WRITTEN EMPLOYEMENT CONTRACT WISCONSIN HEATH & EDUCATIONAL FACILITIES 391337855 97710BDJ8 2008-08-14 107960000 CURRENT REFUND BONDS ISSUED 4/25/01 & CURRENT REFUND BONDS ISSUED 6/9/04. 0 0 0 WISCONSIN HEATH & EDUCATIONAL FACILITIES 391337855 97710BGZ9 2009-04-30 66126415 RENOVATION TO HOSPITAL FACILITY & CONSTRUCTION OF PARKING STRUCTURE. 0 0 0 WISCONSIN HEATH & EDUCATIONAL FACILITIES 391337855 97710BB50 2011-02-16 32039358 CURRENT REFUND BONDS ISSUED 11/14/95 & CURRENT REFUND BONDS ISSUED 5/13/99. 0 0 0 3340875 108443475 865989 659057 106918429 2007 1 0 1 1 59515749 6612642 860774 58654976 2010 0 0 1 1 2450000 32039358 597186 31442173 2001 1 0 1 1 0 0 1 0 1 0.00000 0.00000 0.00000 1 0 0 1 0 1 0.00000 0.00000 0.00000 1 0 0 1 0 1 0.00000 0.00000 0.00000 1 0 1 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 PART I, A - COL. C CUSIP #: THE CUSIP # OF 97710BDH2 ON FORM 8038 WAS NOT THE NUMBER ON THE BOND OF THE LATEST MATURITY. THE NUMBER FOR THE LATEST MATURITY IS CORRECTLY REPORTED ON SCHEDULE K. PART I, A - COL. E ISSUE PRICE: THE TOTAL ISSUE PRICE ON FORM 8038 IS $122,535,000. THE AMOUNT REPORTED ON SCHEDULE K IS ONLY THE AMOUNT OF THE ISSUE BENEFITING THE REPORTING ORGANIZATION. PART I, B - COL. C CUSIP #: THE CUSIP # OF 97710BGW6 ON FORM 8038 WAS NOT THE NUMBER ON THE BOND OF THE LATEST MATURITY. THE NUMBER FOR THE LATEST MATURITY IS CORRECTLY REPORTED ON SCHEDULE K. PART I, B - COL. E ISSUE PRICE: THE TOTAL ISSUE PRICE ON FORM 8038 IS $134,951,867.50. THE AMOUNT REPORTED ON SCHEDULE K IS ONLY THE AMOUNT OF THE ISSUE BENEFITING THE REPORTING ORGANIZATION. PART I, C - COL. C CUSIP #: THE CUSIP # OF 97710BB50 ON FORM 8038 WAS NOT THE NUMBER ON THE BOND OF THE LATEST MATURITY. THE NUMBER FOR THE LATEST MATURITY IS CORRECTLY REPORTED ON SCHEDULE K. PART I, C - COL. E ISSUE PRICE: THE TOTAL ISSUE PRICE ON FORM 8038 IS $35,678,572.65. THE AMOUNT REPORTED ON SCHEDULE K IS ONLY THE AMOUNT OF THE ISSUE BENEFITING THE REPORTING ORGANIZATION. PART II, A - LINE 1 AMOUNT OF BONDS RETIRED: PRINCIPAL PAYMENTS OF ISSUE MADE AS OF 9/30/11 IN AMOUNT OF $3,775,000.00 ALLOCABLE TO REPORTING ORGANIZATION IN THE AMOUNT OF $3,340,875. PART II, A - LINE 3 TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $108,443,475.00 ALLOCABLE TO REPORTING ORGANIZATION PLUS ZERO INVESTMENT PROCEEDS. PART II, A - LINE 6 PROCEEDS IN REFUNDING ESCROWS: PROCEEDS IN THE AMOUNT OF $106,918,428.56 ALLOCABLE TO REPORTING ORGANIZATION DEPOSITED IN REFUNDING ESCROWS ON 8/14/08; BALANCE ON 9/30/10 IS ZERO. PART II, A - LINE 7 ISSUANCE COSTS FROM PROCEEDS: $865,989.17 OF PROCEEDS ALLOCABLE TO REPORTING ORGANIZATION USED FOR ISSUANCE COSTS; $659,057.27 USED FOR CREDIT ENHANCEMENT. PART II, A - LINE 13 YEAR OF SUBSTANTIAL COMPLETION: YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 4/25/01 WAS 2003 AND YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 6/09/04 WAS 2007. PART II, B - LINE 3 TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $66,126,415.08 ALLOCABLE TO REPORTING ORGANIZATION PLUS $1,975.67 OF INVESTMENT PROCEEDS ALLOCABLE TO REPORTING ORGANIZATION LESS SALE PROCEEDS IN THE AMOUNT OF $6,612,641.51 DEPOSITED IN REASONABLY REQUIRED RESERVE FUND ALLOCABLE TO REPORTING ORGANIZATION. PART II, C - LINE 1 AMOUNT OF BONDS RETIRED: PRINCIPAL PAYMENTS OF ISSUE MADE AS OF 9/30/11 IN AMOUNT OF $2,730,000 ALLOCABLE TO REPORTING ORGANIZATION IN THE AMOUNT OF $2,450,000. PART II, C - LINE 3 TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $32,039,358 PLUS ZERO INVESTMENT PROCEEDS. PART II, C - LINE 6 PROCEEDS IN REFUNDING ESCROWS: PROCEEDS IN THE AMOUNT OF $31,442,172.63 ALLOCABLE TO REPORTING ORGANIZATION DEPOSITED IN REFUNDING ESCROWS ON 2/16/11; BALANCE ON 9/30/11 IS ZERO. PART II, C - LINE 13 YEAR OF SUBSTANTIAL COMPLETION: YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 11/14/95 WAS 1995 AND YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 5/13/99 WAS 2001. R R INSURANCE KENNETH RIESCH, DIRECTOR, IS THE PRESIDENT/OWNER OF R&R INSURANCE 1504770 R & R INSURANCE PROVIDES INSURANCE SERVICES TO WAUKESHA MEMORIAL HOSPITAL, INC. 0 FORM 990, PART VI, SECTION A, LINE 5 DURING THE YEAR, MANAGEMENT DISCOVERED THAT A MAINTENANCE DEPARTMENT EMPLOYEE HAD EMBEZZLED APPROXIMATELY $1.4 MILLION OVER A FIVE-YEAR PERIOD THROUGH A FALSE BILLING SCHEME INVOLVING A PAINTING COMPANY OWNED BY HIS SPOUSE. WMH LEADERSHIP TERMINATED THE EMPLOYEE AND NOTIFIED POLICE. FOLLOWING AN INVESTIGATION, IN MAY 2012, THE FORMER EMPLOYEE WAS CHARGED WITH SIX COUNTS OF THEFT OF MOVABLE PROPERTY. AS OF THE DATE OF THIS FILING, THE FORMER EMPLOYEE REMAINS FREE ON BOND PENDING TRIAL. THE FULL AMOUNT OF THE LOSS WAS COVERED BY WMH'S INSURANCE POLICIES. MODIFIED AUTHORIZATION AND ACCESS PROCESSES HAVE BEEN PUT IN PLACE IN RESPONSE TO THIS EVENT. FORM 990, PART VI, SECTION A, LINE 6 PROHEALTH CARE, INC. IS THE SOLE CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7B PROHEALTH CARE INC. HOLDS CERTAIN RESERVED POWERS OVER THE (NON-STOCK) CORPORATION, INCLUDING APPROVAL OF STRATEGIC PLANNING, ANNUAL OPERATING AND CAPITAL BUDGETS, BORROWING, TRANSFER, LEASE, PLEDGE OR SALE OF ASSETS. FORM 990, PART VI, SECTION B, LINE 11 AFTER THE FORM 990 WAS PREPARED BY THE ORGANIZATION'S TAX PREPARERS AND PRIOR TO FILING THE FORM 990, SELECT EXECUTIVE MEMBERS OF THE ORGANIZATION PERFORMED A REVIEW; THEN THE BOARD OF DIRECTORS WAS PROVIDED A COPY OF THE RETURN, WHICH WAS SUBSEQUENTLY FILED BY THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 12C ALL OFFICERS, VICE-PRESIDENTS, MANAGERS AND ABOVE, AS WELL AS BOARD MEMBERS ARE REQUIRED TO ANNUALLY COMPLETE A CONFLICT OF INTEREST FORM. ALL REPORTED POTENTIAL CONFLICTS OF INTEREST ARE TRACKED IN THE CORPORATE COMPLIANCE DEPARTMENT. THEY ARE REVIEWED AND ANY PERSON IDENTIFIED AS HAVING A POTENTIAL CONFLICT OF INTEREST IS GIVEN DIRECTION AS TO WHAT STEPS SHOULD BE TAKEN TO MITIGATE THE CONCERN. ALL EMPLOYEES ARE EDUCATED ANNUALLY. THE STEPS TAKEN WHEN A CONFLICT ARISES ARE AS FOLLOWS: FOR THE BOARD OF DIRECTORS, THE RESTRICTION IS NOT BEING ALLOWED TO PARTICIPATE IN DISCUSSION OR VOTING RELATED TO ANY DECISION WHERE THE BOARD MEMBER HAS BEEN DETERMINED TO HAVE A CONFLICT OF INTEREST. FOR LEADERS, RESEARCHERS, AND EMPLOYEES, RECOMMENDATIONS ARE MADE FROM COMPLIANCE MANAGER TO LEADERSHIP AND/OR HUMAN RESOURCES. RESTRICTIONS CAN RANGE FROM ANY OF THE FOLLOWING; DISCLOSING POTENTIAL CONFLICTS OF INTEREST TO PATIENTS, NOT BEING ABLE TO BE INVOLVED IN DISCUSSION OR DECISION MAKING ON SPECIFIC TOPICS, AND NOT BEING ABLE TO WORK AT PROHEALTH IN THE SPECIFIC ROLE WHERE THE REPORTED CONFLICT EXISTS. IF THE RECOMMENDATION IS CHALLENGED, THE MATTER GOES TO THE SENIOR EXECUTIVE TEAM FOR A DECISION. FORM 990, PART VI, SECTION B, LINE 15 AN INDEPENDENT, EXTERNAL COMPENSATION REVIEW IS CONDUCTED FOR THE POSITIONS OF CEO/PRESIDENT, EXECUTIVE DIRECTOR, VICE-PRESIDENT, SENIOR VICE-PRESIDENT AND ABOVE. THE RESULTS OF THE COMPENSATION REVIEW ARE PRESENTED TO THE BOARD'S EXECUTIVE COMMITTEE FOR APPROVAL. ANY MEMBER OF THE EXECUTIVE COMMITTEE WHOSE SALARY IS INCLUDED IN THE SALARY REVIEW IS RECUSED FROM THE APPROVAL PROCESS FOR HIS/HER SALARY APPROVAL. THIS PROCESS WAS LAST DONE IN 2011. FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS, GOVERNING DOCUMENTS & CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. FORM 990 PART VII: THE FOLLOWING OFFICERS AND DIRECTORS HAVE WORKED FOR RELATED ORGANIZATIONS. THESE INDIVIDUALS ARE AS FOLLOWS: OFFICERS/DIRECTORS AVG. HRS. / WEEK EMPLOYED BY RELATED ENTITY ---------------------------------------------------------------------- JANE NEUMANN, MD GREATER THAN 40.00 PROHEALTH CARE, INC. NANINE NELSON GREATER THAN 40.00 PROHEALTH CARE, INC. REXFORD W TITUS, III GREATER THAN 40.00 PROHEALTH CARE, INC. ROBERT W MLYNAREK GREATER THAN 40.00 PROHEALTH CARE, INC. SUSAN EDWARDS GREATER THAN 40.00 PROHEALTH CARE, INC. NANINE NELSON GREATER THAN 40.00 PROHEALTH CARE, INC. JOHN ROBERTSTAD GREATER THAN 40.00 OCONOMOWOC MEMORIAL HOSPITAL, INC. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -12,093,469. CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS -3,171,442. CHANGE IN MINIMUM PENSION LIABILITY -11,450,001. TOTAL TO FORM 990, PART XI, LINE 5: -26,714,912. FORM 990, PART XII, LINE 2C THE AUDIT PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. 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