2012-08-09T17:24:35-05:00 2011-09-30 PLANTE & MORAN PLLC PO BOX 307 SOUTHFIELD MI 480370307 990 2010-10-01 390794174 OCONOMOWOC MEMORIAL HOSPITAL INC OCON 2629284740 791 SUMMIT AVENUE OCONOMOWOC WI 530663844 NANINE M NELSON 2629284740 2012-08-07 1 SUSAN MIENCIER 2483522500 2010 2016-02-24 21:20:13Z SUSAN EDWARDS 791 SUMMIT AVENUE OCONOMOWOC WI 530663844 94250752 0 X WWW.PROHEALTHCARE.ORG X 1948 WI PROVIDE GENERAL ACUTE CARE AND SUPPORT ACTIVITIES. 14 13 937 432 2569561 0 489341 382288 102539138 90936119 1111969 1603671 1435636 1008130 105576084 93930208 3267500 2947500 0 0 34874944 30386309 0 0 0 65905991 60863868 104048435 94197677 1527649 -267469 169746053 166242121 113173430 115214677 56572623 51027444 CONTINUOUSLY IMPROVING THE HEALTH OF OUR COMMUNITY. 0 0 87087803 2947500 89015948 OCONOMOWOC MEMORIAL HOSPITAL FULFILLS ITS EXEMPT PURPOSE BY PROVIDING CARE AND SERVICES TO ALL PATIENTS REGARDLESS OF INSURANCE OR ABILITY TO PAY. OCONOMOWOC MEMORIAL HOSPITAL ALSO USES ITS RESOURCES TO ADDRESS VARIOUS COMMUNITY NEEDS. OCONOMOWOC MEMORIAL HOSPITAL PROVIDED APPROXIMATELY 9,273 DAYS OF INPATIENT CARE AND APPROXIMATELY 72,696 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2011. 87087803 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 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 103 0 1 937 1 1 1 0 0 0 0 0 0 0 0 0 X 14 13 0 0 0 0 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 53188 X EDWARD J LUMP 2.00 X 0 0 0 RICHARD NEILS MD 2.00 X 0 0 0 GLENN ROSKILLY 2.00 X 0 0 0 MICHAEL G BARRY 2.00 X 0 0 0 PAUL BOSTROM 2.00 X 0 0 0 THOMAS R PACKEE 2.00 X 0 0 0 TED GARVEY 2.00 X X 0 0 0 MATTHEW S MACLEAN 2.00 X 0 0 0 CHARLOTTE HALL 2.00 X 0 0 0 MAC DORN 2.00 X X 0 0 0 HELEN FORSTER 2.00 X X 0 0 0 MARY LEE RATZEL 2.00 X X 0 0 0 JOHN R ROBERTSTAD 40.00 X X 389368 0 474761 JANET R SWANDBY 2.00 X X 0 0 0 REXFORD W TITUS III 2.00 X 0 881179 77290 SUSAN EDWARDS 2.00 X 0 187698 183487 ROBERT W MLYNAREK 2.00 X 0 415764 42806 NANINE M NELSON 2.00 X 0 322237 45418 BARBARA J PINEKENSTEIN 40.00 X 243157 0 12349 MARY JO O'MALLEY 40.00 X 173362 0 34448 MOHAMMAD S KHARBAT 8.00 X 143775 0 15334 MARK A ZWASKA 40.00 X 124696 0 25635 GARY V SIUTA 40.00 X 123371 0 14004 LORI E NAVARRO 40.00 X 119794 0 8337 FLORENCE D VANBEEK 8.00 X 112361 0 2667 1429884 1806878 936536 14 0 1 0 CG SCHMIDT 11777 W LAKE PARK DRIVE MILWAUKEE WI 53224 CONSTRUCTION SERVICE 4984575 GE HEALTHCARE PO BOX 640200 PITTSBURGH PA 15264 MAINTANENCE SERVICES 1465794 GE MEDICAL SYSTEMS PO BOX 96483 CHICAGO IL 60693 MAINTANENCE SERVICES 412353 RILEY CONSTRUCTION 5301 99TH AVE KENOSHA WI 53144 CONSTRUCTION SERVICE 344163 GE MEDICAL SYSTEMS INF TECH 5517 COLLECTION CENTER DR CHICAGO IL 60693 MEDICAL IT SERVICES 289874 19 193492 119801 68995 382288 PATIENT SERVICES 622110 86937172 86937172 LABORATORY REVENUE 621500 2004461 2004461 PHARMACY SALES 446110 1994486 1429386 565100 90936119 1581672 1581672 485047 308723 176324 176324 176324 33820 11821 21999 21999 21999 MISCELLANEOUS REVENUE 900099 461871 461327 544 CAFETERIA SALES 722210 358196 358196 MASSAGE THERAPY REVENU 624310 11739 11739 831806 93930208 89015948 2569561 1962411 2947500 2947500 809531 809531 23264365 22354060 910305 1168147 1084695 83452 3472748 3224655 248093 1671518 1590291 81227 17740 17740 17740 17740 18860948 16674787 2186161 896 896 16194664 16065426 129238 2918110 1055442 1862668 63614 53557 10057 50250 25377 24873 5931255 5931255 9637940 9535031 102909 376016 376016 MEDICAID PROVIDER TAXES 3403240 3403240 BAD DEBT 3208956 3208956 DUES, FEES & LICENSES 186805 -22504 209309 PUBLIC RELATIONS 27510 6388 21122 BANK CHARGES 23021 23021 -54837 -50353 -4484 94197677 87087803 7109874 0 1286400 3384562 9304916 9045785 4557 0 2340762 2218447 590332 464611 189665368 85295036 110508842 104370332 36767506 37080977 170999 305250 8771739 9372157 169746053 166242121 9428313 9887649 8061 8061 92055766 90904395 22313 11658977 14414572 113173430 115214677 X 49041739 43541611 7209662 7198401 321222 287432 56572623 51027444 169746053 166242121 X -267469 -5277710 X X 0 1 1 X 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 321222 -33791 287431 306912 14310 321222 317404 -10492 306912 1.00000 0 0 2030526 2030526 122546607 34343667 88202940 4165481 2988506 1176975 60418920 47458218 12960702 503834 504645 -811 104370332 ACCOUNTS RECEIVABLE FOUNDATION 291157 ACCRUED INTEREST RECEIVABLE 47466 BENEFICIAL INTEREST IN PERPETUAL TRUST 287432 DEFERRED FINANCING 406157 MISCELLANEOUS RECEIVABLES 202900 INTEREST IN THE NET ASSETS OF OMHF, INC. 6356723 DUE FROM AFFILIATES 1780322 9372157 ACCRUED MINIMUM PENSION 10492380 ACCRUED POST-RETIREMENT 87398 ESTIMATED THIRD PARTY PAYOR SETTLEMENT 99992 INTEREST RATE SWAPS 3444107 ASSET RETIREMENT OBLIGATION 290695 14414572 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: OCONOMOWOC MEMORIAL HOSPITAL USES FUNDS FROM THE ENDOWMENT TO FURTHER ITS CHARITABLE MISSION. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: FIN48 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 1084464 1084464 0.01190 9313031 4170177 5142854 0.05650 10397495 4170177 6227318 0.06840 16 30312 597992 2946 595046 0.00650 7 1107 271847 271847 0.00300 1 153391 153391 0.00170 7 10831 312086 312086 0.00340 31 42250 1335316 2946 1332370 0.01460 31 42250 11732811 4173123 7559688 0.08300 1 18679 18679 0.00020 2 10111 10111 0.00010 1 972 972 0.00000 1 1592 1592 0.00000 1 1683 1683 0.00000 6 33037 33037 0.00030 1 1382048 414614 16965370 32409178 -15443808 X 0 1 LAKE COUNTRY ENDOSCOPY CENTER LLC DIAGNOSTIC CENTER 0.50000 0.50000 1 1 OCONOMOWOC MEMORIAL HOSPITAL INC

791 SUMMIT AVENUE OCONOMOWOC WI 530663844

X X X OCONOMOWOC MEMORIAL HOSPITAL 1 1 LAKE COUNTRY ENDOSCOPY CENTER LLC

1185 CORPORATE CENTER DR OCONOMOWOC WI 53066

DIAGNOSITC 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): $3,208,956 OF BAD DEBT EXPENSES WAS INCLUDED ON FORM 990, PART IX, LINE 25 BUT SUBTRACTED FOR PURPOSES OF CALCULATING THE PERCENTAGE. PART II: OCONOMOWOC MEMORIAL HOSPITAL HAS PARTNERSHIPS WITH VARIOUS ORGANIZATIONS THROUGHOUT THE COMMUNITIES WE SERVE. EXAMPLES INCLUDE THE PARTNERSHIPS WE HAVE WITH LOCAL CHAMBERS OF COMMERCE. OCONOMOWOC 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 OMH 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 CHARITY CARE 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 IS THE COST TO CHARGE RATIO AS REPORTED ON THE MEDICARE COST REPORT. 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. SOCIAL WORKERS PROVIDE AN EXPLANATION AS TO ELIGIBILITY UNDER GOVERNMENT PROGRAMS UPON ADMISSION INTO THE HOSPITAL.2. 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.3. 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. 4. 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. 5. 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. 6. WE DO NOT AUTOMATICALLY GIVE COMMUNITY CARE JUST BECAUSE WE FEEL THEY MAY QUALIFY. WE NEED TO HAVE COMPLETED PAPERWORK SUBSTANTIATING 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.A DESCRIPTION OF EACH AFFILIATES ROLE IN PROMOTING HEALTH WITHIN THE COMMUNITIES SERVED IS AS FOLLOWS:PROHEALTH CARE, INC. - HELPS TO MANAGE THE HOSPITALS TO ENSURE THEY CAN PROMOTE HEALTH AND WELLNESS WITHIN THE COMMUNITY.NATIONAL REGENCY OF NEW BERLIN, INC. - OWNS AND OPERATES SENIOR LIVING CENTERS AS A MEANS TO PROMOTE HEALTH WITHIN THE COMMUNITY.PROHEALTH HOME CARE, INC. - PROVIDES HOSPICE AND HOME HEALTH CARE SERVICES AS A MEANS TO PROMOTE HEALTH WITHIN THE COMMUNITY.WAUKESHA MEMORIAL HOSPITAL FOUNDATION, INC. - SUPPORTS THE CHARITABLE MISSION OF WAUKESHA MEMORIAL HOSPITAL SO THAT IT MAY PROVIDE HEALTH SERVICES WITHIN THE COMMUNITY.OCONOMOWOC MEMORIAL HOSPITAL, INC. - SUPPORTS THE CHARITABLE MISSION OF OCONOMOWOC MEMORIAL HOSPITAL SO THAT IT MAY PROVIDE HEALTH SERVICES WITHIN THE COMMUNITY.WAUKESHA MEMORIAL HOSPITAL, INC. - PROVIDES 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 69,600 DAYS OF INPATIENT CARE AND APPROXIMATELY 295,400 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2010. REPORTS FILED WITH STATES PART VI, LINE 7 WI 0 PROHEALTH CARE INC N17 W24100 RIVERWOOD DR STE 200 WAUKESHA WI 531881131 391486873 501(C)(3) 2947500 FMV N/A TO ASSIST OCONOMOWOC MEMORIAL HOSPITAL IN ITS CHARITABLE MISSION. 1 X 1 1 X X X X 0 1 0 0 0 0 0 0 0 JOHN R ROBERTSTAD 362340 0 0 0 27028 0 445864 0 28897 0 864129 0 0 0 REXFORD W TITUS III 0 771901 0 0 0 109278 0 41307 0 35983 0 958469 0 0 SUSAN EDWARDS 0 167371 0 0 0 20327 0 179245 0 4242 0 371185 0 0 ROBERT W MLYNAREK 0 387382 0 0 0 28382 0 27211 0 15595 0 458570 0 0 NANINE M NELSON 0 293983 0 0 0 28254 0 19160 0 26258 0 367655 0 0 BARBARA J PINEKENSTEIN 224360 0 10000 0 8797 0 3536 0 8813 0 255506 0 0 0 MARY JO O'MALLEY 149996 0 0 0 23366 0 10415 0 24033 0 207810 0 0 0 MOHAMMAD S KHARBAT 143645 0 0 0 130 0 3500 0 11834 0 159109 0 0 0 MARK A ZWASKA 120101 0 1262 0 3333 0 15383 0 10252 0 150331 0 0 0 PART I, LINE 1A MEMBERSHIPS USED EXCLUSIVELY FOR BUSINESS PURPOSES JOHN ROBERTSTAD - BENEFIT WAS NOT INCLUDED IN TAXABLE INCOME AS MEMBERSHIP IS FOR BUSINESS ONLY. PART I, LINE 4B NAME PLAN REXFORD W TITUS III - SERP PLAN PARTICIPANT JOHN ROBERTSTAD - SERP PLAN PARTICIPANT ROBERT MLYNAREK - SERP PLAN PARTICIPANT SUSAN EDWARDS - SERP PLAN PARTICIPANT NANINE NELSON - 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 WISCONSIN HEALTH & EDUCATIONAL FACILITIES 391337855 97710BDJ8 2008-08-14 14575000 CURRENT REFUND BONDS ISSUED ON 4/25/01 AND ON 6/09/04 0 0 0 WISCONSIN HEALTH & EDUCATIONAL FACILITIES 391337855 97710BGZ9 2009-04-30 68825452 ADDITION AND RENOVATIONS TO EXISTING HOSPITAL FACILITY 0 0 0 WISCONSIN HEALTH & EDUCATIONAL FACILITIES 391337855 97710BB50 2011-02-16 3639214 CURRENT REFUND BONDS ISSUED ON 11/14/95 AND ON 5/13/99 0 0 0 434125 14091525 112530 85640 13893355 2007 1 0 1 1 61994963 6882545 895907 61049056 2010 0 0 1 1 280000 3639214 67832 3571383 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 SCH K, PART I, LINE A COLUMNS (C),(E) PART I, A (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 (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. SCH K, PART I, LINE B COLUMNS (C),(E) PART I, B (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 (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. SCH K, PART I, LINE C COLUMNS (C),(E) PART I, C (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 (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. SCH K, PART II, COLUMN A PART II, COL A, LINE 1 - AMOUNT OF BONDS RETIRED: PRINCIPAL PAYMENTS OF ISSUE MADE AS OF 9/30/11 IN AMOUNT OF $3,775,000 ALLOCABLE TO REPORTING ORGANIZATION IN THE AMOUNT OF $434,125. PART II, COL A, LINE 3 - TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $14,091,525 ALLOCABLE TO REPORTING ORGANIZATION PLUS ZERO INVESTMENT PROCEEDS. PART II, COL A, LINE 6 - PROCEEDS IN REFUNDING ESCROWS: PROCEEDS IN THE AMOUNT OF $13,893,355 ALLOCABLE TO REPORTING ORGANIZATION DEPOSITED IN REFUNDING ESCROWS ON 8/14/08; BALANCE ON 9/30/10 IS ZERO. PART II, COL A, LINE 7 - ISSUANCE COSTS FROM PROCEEDS: $112,530 OF PROCEEDS ALLOCABLE TO REPORTING ORGANIZATION USED FOR ISSUANCE COSTS; $85,640 USED FOR CREDIT ENHANCEMENT. PART II, COL A, LINE 13 - YEAR OF SUBSTANTIAL COMPLETION: YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 4/25/01 WAS 2001 AND YEAR OF SUBSTANTIAL COMPLETION OF PROJECTS FINANCED WITH REFUNDED PRIOR BONDS ISSUED 6/09/04 WAS 2007. SCH K, PART II, COLUMN B PART II, COL B, LINE 3 - TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $68,825,452 ALLOCABLE TO REPORTING ORGANIZATION PLUS $2,056 OF INVESTMENT PROCEEDS ALLOCABLE TO REPORTING ORGANIZATION LESS SALE PROCEEDS IN THE AMOUNT OF $6,882,545 DEPOSITED IN REASONABLY REQUIRED RESERVE FUND ALLOCABLE TO REPORTING ORGANIZATION. SCH K, PART II, COLUMN C PART II, COL 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 $280,000. PART II, COL C, LINE 3 - TOTAL PROCEEDS OF ISSUE: SALE PROCEEDS OF ISSUE IN AMOUNT OF $3,639,214.41 ALLOCABLE TO REPORTING ORGANIZATION PLUS ZERO INVESTMENT PROCEEDS. PART II, COL C, LINE 6 - PROCEEDS IN REFUNDING ESCROWS: PROCEEDS IN THE AMOUNT OF $3,571,383 ALLOCABLE TO REPORTING ORGANIZATION DEPOSITED IN REFUNDING ESCROWS ON 2/16/11; BALANCE ON 9/30/11 IS ZERO. PART II, COL 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. 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, PRIOR TO FILING. 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 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 VI, SECTION B, LINE 16B: THE PROCESS IS TO HAVE ALL JOINT VENTURE ARRANGEMENTS REVIEWED BY THE LEGAL DEPARTMENT TO ENSURE IT MEETS ALL LEGAL REQUIREMENTS AND TO ENSURE THAT OCONOMOWOC MEMORIAL HOSPITAL, INC. MAY RETAIN ITS EXEMPT STATUS. 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 ---------------------------------------------------------------------- ROBERT MLYNAREK GREATER THAN 40.00 PROHEALTH CARE, INC. REXFORD W TITUS, III 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. MOHAMMAD S KHARBAT 32.00 HOURS WAUKESHA MEMORIAL HOSPITAL, INC. FLORENCE D VANBEEK 32.00 HOURS WAUKESHA MEMORIAL HOSPITAL, INC. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -2,611,710. EQUITY CHANGE IN INTEREST OF NET ASSETS OF RELATED ORGANIZATION -24,000. PENSION-RELATED CHANGES -2,642,000. TOTAL TO FORM 990, PART XI, LINE 5: -5,277,710. FORM 990, PART XII, LINE 2C: THE AUDIT PROCESS HAS NOT CHANGED IN THE CURRENT YEAR. WAUKESHA MEMORIAL HOSPITAL INC 725 AMERICAN AVENUE WAUKESHA WI 53188 390910727 HOSPITAL WI 501(C)(3) LINE 3 PROHEALTH CARE INC 1 WAUKESHA MEMORIAL HOSPITAL FOUNDATION INC 725 AMERICAN AVENUE WAUKESHA WI 53188 391314542 FUNDRAISING WI 501(C)(3) LINE 7 WAUKESHA MEMORIAL HOSPITAL INC 1 PROHEALTH HOME CARE INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 200067392 HEALTHCARE WI 501(C)(3) LINE 3 PROHEALTH CARE INC 1 NATIONAL REGENCY OF NEW BERLIN INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 531881131 391077992 HEALTHCARE WI 501(C)(3) LINE 9 PROHEALTH CARE INC 1 PROHEALTH CARE INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 531881131 391786873 MANAGEMENT WI 501(C)(3) LINE 11C, III-FI N/A 0 OCONOMOWOC MEMORIAL HOSPITAL FOUNDATION INC 791 SUMMIT AVENUE OCONOMOWOC WI 53066 391271647 FUNDRAISING WI 501(C)(3) LINE 7 OCONOMOWOC MEMORIAL HOSPITAL INC 1 PROHEALTH ALIGNED LLC (DBA MSC) 1111 DELAFIELD STREET STE 1 WAUKESHA WI 53188 263324572 SURGERY CENTER WI N/A WAUKESHA HEALTH SYSTEM INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 391507910 HEALTHCARE WI N/A C EMPATHIA PACIFIC INC 31416 AGOURA RD STE 180 WESTLAKE VILLAGE CA 91361 953070501 HEALTHCARE CA N/A C MEDICAL ASSOCIATES INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 391083015 HEALTHCARE WI N/A C NATIONAL AVENUE DEVELOPMENT CORPORATION N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 391417226 HEALTHCARE WI N/A C WAUKESHA HEALTH CARE INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 391773598 HEALTHCARE WI N/A C EMPATHIA INC N17 W24100 RIVERWOOD DRIVE SUITE 20 WAUKESHA WI 53188 391567366 HEALTHCARE WI N/A C 1 1 1 0 0 0 0 0 1 1 0 1 0 0 1 1 0 0 OCONOMOWOC MEMORIAL HOSPITAL FOUNDATION INC C 193492 ACTUAL AMOUNT RECEIVED PROHEALTH CARE INC I 116985 ACTUAL AMOUNT RECEIVED WAUKESHA HEALTH CARE INC I 105701 ACTUAL AMOUNT RECEIVED PROHEALTH CARE INC L 10032599 ACTUAL COSTS INCURRED WAUKESHA MEMORIAL HOSPITAL INC O 12203805 ACTUAL COSTS INCURRED PROHEALTH CARE INC O 1059100 ACTUAL COSTS INCURRED WAUKESHA HEALTH SYSTEM INC O 179026 ACTUAL COSTS INCURRED WAUKESHA HEALTH CARE INC O 1702219 ACTUAL COSTS INCURRED MEDICAL ASSOCIATES INC O 331451 ACTUAL COSTS INCURRED WAUKESHA MEMORIAL HOSPITAL INC P 354569 ACTUAL COSTS INCURRED PROHEALTH CARE INC P 1158729 ACTUAL COSTS INCURRED WAUKESHA HEALTH SYSTEM INC P 1952168 ACTUAL COSTS INCURRED PROHEALTH HOME CARE INC P 235001 ACTUAL COSTS INCURRED OCONOMOWOC MEMORIAL HOSPITAL FOUNDATION INC P 401981 ACTUAL COSTS INCURRED PROHEALTH CARE INC B 2947500 ACTUAL COSTS INCURRED