2011-08-11T13:55:56-05:00 2010-09-30 PLANTE & MORAN PLLC PO BOX 307 SOUTHFIELD MI 480370307 990 2009-10-01 390910727 WAUKESHA MEMORIAL HOSPITAL INC WAUK 2629284740 725 AMERICAN AVENUE WAUKESHA WI 53188 NANINE M NELSON 2629284740 2011-08-10 1 2483522500 2009 2016-02-24 21:20:13Z SUSAN EDWARDS 725 AMERICAN AVENUE WAUKESHA WI 53188 460579774 0 X WWW.WAUKESHAMEMORIAL.ORG X 1956 WI PROVISION OF HEALTH CARE 15 10 3112 430 12119887 0 1899531 1898420 437048638 448733179 -24369280 4974621 5796600 4972834 420375489 460579054 23000 15886500 0 150927750 152229990 89830 0 632800 248299396 250762886 399339976 418879376 21035513 41699678 600542207 671907482 328951442 342083034 271590765 329824448 TO PROMOTE AND DELIVER EXTRAORDINARY HEALTH CARE IN THE COMMUNITIES WE SERVE. 0 0 348010876 15886500 441586126 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 69,600 DAYS OF INPATIENT CARE AND APPROXIMATELY 295,400 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2010. SEE SCHEDULE H FOR AN ILLUSTRATION OF ITS PROGRAM SERVICE ACCOMPLISHMENTS. 348010876 1 1 0 0 0 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 1 1 1 1 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 1 332 0 1 3112 1 1 1 0 0 0 0 0 0 0 0 15 10 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 531881131 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 146200 17778 EDWARD OLSON 40.00 X X 489232 0 141133 ARCHEBALD PEQUET MD 2.00 X X 56160 0 0 DAN DANGELO 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 314761 41430 SUSAN EDWARDS 2.00 X 0 0 0 REXFORD W TITUS III 2.00 X 0 810907 331932 ROBERT W MLYNAREK 2.00 X 0 404879 40009 KATHIE STROMBOM 40.00 X 210628 0 12885 DR JAMES GARDNER MD 40.00 X 336145 0 43406 CATHY RAPP 40.00 X 180261 0 21481 KENNETH PRICE 40.00 X 241062 0 35727 ERIC G HENDEE 40.00 X 190796 0 35369 JOSEPH T BOTTICELLI 40.00 X 170977 0 19890 FREDERICK L SYRJANEN 40.00 X 160688 0 18172 BARBARA J MATHISON 40.00 X 159320 0 26233 MARY JANE REICHART 40.00 X 153435 0 31168 ELAINE BANZHAF 2.00 X 34359 0 359 2412704 1676747 816613 74 0 1 0 CG SCHMIDT INC 11777 WEST LAKE PARK DRIVE MILWAUKEE WI 53224 CONSTRUCTION SERVICES 18369629 RICHARD STREET SUPPLY LLC 11777 WEST LAKE PARK DRIVE MILWAUKEE WI 53224 CONSTRUCTION SERVICES 5334692 GE HEALTHCARE IITS USA PO GOX 277475 ATLANTA GA 30384 MAINTENANCE SERVICES 3402629 MEDICAL COLLEGE OF WI PO BOX 13308 MILWAUKEE WI 53213 MEDICAL SERVICES 3362633 LAKE COUNTRY PATHOLOGISTS 5449 MONCHES RD COLGATE WI 53017 MEDICAL SERVICES 3116117 55 1577015 321405 1898420 NET PATIENT REV. 622110 433935865 433935865 MEDICAL SERVICE LAB 621500 12175339 12175339 SURGERY CENTER 621400 2621975 2621975 448733179 4974621 4974621 4476 720 3756 3756 3756 MISCELLANEOUS INCOME 900099 4969078 5028286 -59208 4969078 460579054 441586126 12119887 4974621 15863500 15863500 23000 23000 1843107 246383 1596724 110019467 108724668 782528 512271 4141855 4034729 88147 18979 28188530 27457739 601322 129469 8037031 7861952 140284 34795 248825 248825 65675 65675 85011907 21595790 63349649 66468 58503057 57940256 558787 4014 4847855 4409511 438344 13959589 13959589 32375651 32375651 DRUGS & PHARMACEUTICALS 20559775 20559775 BAD DEBTS 18304695 18304695 MEDICAID PROVIDER TAXES 12761935 12761935 MISCELLANEOUS 1685309 477440 1343846 -135977 EDUCATION & TRAINING 258786 214200 42940 1646 2179827 1200063 978629 1135 418879376 348010876 70235700 632800 132210 71472 3409580 4325885 49838903 51911201 8267918 8088091 3979361 4572023 607023325 351887183 250105486 255136142 254231661 217255007 30577088 130547661 600542207 671907482 43057210 37815944 236338304 244018219 49555928 60248871 328951442 342083034 X 270772162 329274808 818603 549640 271590765 329824448 600542207 671907482 X 0 1 1 X 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5498739 1045116 -1820 6542035 5293708 236781 -31750 5498739 1.00000 0 1 1 15574920 15574920 268599240 116000045 152599195 2600299 2286905 313394 306196155 233600233 72595922 14052711 14052711 255136142 DEFERRED FINANCING 2256684 DEBT SERVICE RESERVE FUND 10120510 ACCRUED INTEREST RECEIVABLE 418690 DUE FROM AFFILIATES 11897073 INVESTMENT IN OAW ASC 2664269 OTHER ASSETS 2970890 DEPRECIATION RESERVE 93517746 ASSETS LIMITED TO USE 6701799 130547661 ACCRUED POSTRETIREMENT MEDICAL 511910 FAIR VALUE-INTEREST RATE SWAP 21476884 ASSET RETIREMENT OBLIGATION 644251 ACCUMULATED MIN PENSION LIABILITY 31719688 CURRENT PORTION OF LONG-TERM DEBT 5896138 60248871 460579054 418879376 41699678 13022394 4486065 -974454 16534005 58233683 Part V, Line 4: Description of Intended Use of Endowment Funds: TO SUPPORT WAUKESHA MEMORIAL HOSPITAL IN ITS CHARITABLE MISSION. Part X: Description of Uncertain Tax Positions Under FIN 48: 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. Part XI, Line 8 - Other Adjustments: CHANGE IN FAIR VALUE OF INTEREST RATE SWAPS: -6395102. CHANGE IN MINIMUM PENSION LIABILITY: 6320743. RECLASS OF EQUITY TRANSACTIONS TO INCOME STMT.: -900095. 1 1 X 1 X 1 X 0 1 0 1 1 4190279 4190279 0.01270 41002841 20661111 20341730 0.06170 45193120 20661111 24532009 0.07440 78 166684 3339170 23945 3315225 0.01010 30 5431 2186902 4800 2182102 0.00660 2 1954062 1689430 264632 0.00080 2 488153 488153 0.00150 67 3047 1491992 2000 1489992 0.00450 179 175162 9460279 1720175 7740104 0.02350 179 175162 54653399 22381286 32272113 0.09790 2 20000 20000 0.00010 2 50661 50661 0.00010 1 1560 1560 0.00000 1 5697 5697 0.00000 6 77918 77918 0.00020 1 7827221 2348166 93855001 148060265 -54205264 X 0 PROHEALTH ALIGNED LLC SURGICAL SERVICES 0.51000 0.00000 0.49000 ORTHOPEDIC SURGERY CENTER LLC ORTHOPEDIC SURGICAL SERVICES 0.30000 0.00000 0.70000 WAUKESHA MEMORIAL HOSPITAL INC

725 AMERICAN AVENUE WAUKESHA WI 53188

X X X X REHABILITATION HOSPITAL OF WI LLC

1625 COLDWATER CREEK DR WAUKESHA WI 53188

X INPATIENT REHABILITATION 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, Line 7f: $18,304,695 of Bad Debt Expenses was included on Form 990, Part, IX, Line 25 but subtracted for purposes of calculating the percentage. 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 used is the cost to charge ratio as reported on the Medicare cost report. Part VI, Line 2: Community Needs are identified based upon 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 Compliment all of these data sources, we also periodically perform a service gap analysis with our 20+ employed parish and community outreach nurses as well as local non-profit agencies with whom we partner. We then analyze the data, Identify the pressing needs, and proactively plan and implement community benefit initiatives to help address these identified steps. Part VI, Line 3: 1. Social workers provide an explanation as to eligiblity under government programs upon admission into the hospital.2. If a patient is self pay, the first letter they receive from us conveys the availability of community care and our prompt pay discount policy. The letter is sent within a week of service of Op service or impatient discharge and provides our contact information. For those patients without insurance and patients with balances after insurance receive two additional letters, each of which includes information and contact number for community care. 3. Prior to an account going to collection, if we haven't had any contact from the patient on a balance over $10,000, and 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. There are some patients, where between the hospital social work area and/or our own investigation, we are able to determine that a patient has nothing (lives at Salvation Army housing, halfway house, their car, deceased with no family members or estate etc.) we will 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 substaining 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 5: Waukesha Memorial Hospital has partnerships with various organizations throughout the communities we serve. One example is the partnerships we have with the local Chambers of Commerce within our service area by providing leadership and health related outreach towards strengthening community development. Another example is our long standing relationship with the United Way of Waukesha County. United Way partners with many health and human services organizations in which WMH partners with. Every year WMH participates and provides leadership in the United Way Fund Raising Campaign. Without the funds that United Way provides many of these organizations couldn't afford to continue services to the vulnerable and indigent populations and that would create a shortage of access. 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.OCONOMOWOC MEMORIAL HOSPITAL, INC. - PROVIDES 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 11,700 DAYS OF INPATIENT CARE AND APPROXIMATELY 83,400 OUTPATIENT VISITS DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2010. WI 1 PROHEALTH CARE INC N17 W24100 RIVERWOOD DR STE 200 WAUKESHA WI 531881131 391486873 501(C)(3) 15863500 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 0 1 0 0 0 0 0 0 0 JANE NEUMANN MD 40000 143791 0 0 0 2409 0 11931 0 5847 40000 163978 0 0 EDWARD OLSON 458630 0 0 0 30602 0 115480 0 25653 0 630365 0 0 0 NANINE NELSON 0 300629 0 0 0 14132 0 19511 0 21919 0 356191 0 0 REXFORD W TITUS III 0 801720 0 0 0 9187 0 304669 0 27263 0 1142839 0 0 ROBERT W MLYNAREK 0 383208 0 0 0 21671 0 23517 0 16492 0 444888 0 0 KATHIE STROMBOM 174286 0 0 0 36342 0 3324 0 9561 0 223513 0 0 0 DR JAMES GARDNER MD 318965 0 0 0 17180 0 20285 0 23121 0 379551 0 0 0 CATHY RAPP 174086 0 0 0 6175 0 20560 0 921 0 201742 0 0 0 KENNETH PRICE 233704 0 0 0 7358 0 15857 0 19870 0 276789 0 0 0 ERIC G HENDEE 190512 0 0 0 284 0 13391 0 21978 0 226165 0 0 0 JOSEPH T BOTTICELLI 168706 0 0 0 2271 0 4227 0 15663 0 190867 0 0 0 FREDERICK L SYRJANEN 150319 0 0 0 10369 0 10319 0 7853 0 178860 0 0 0 BARBARA J MATHISON 152059 0 0 0 7261 0 10497 0 15736 0 185553 0 0 0 MARY JANE REICHART 147325 0 0 0 6110 0 10095 0 21073 0 184603 0 0 0 Part I, Line 1a COUNTRY CLUB MEMBERSHIPS: MEMBERSHIPS USED EXCLUSIVELY FOR BUSINESS PURPOSES EDWARD OLSON - BENEFIT WAS NOT INCLUDED IN TAXABLE INCOME AS IT WAS FOR BUSINESS USE ONLY Part I, Line 4a NAME PLAN REXFORD W TITUS III - SERP PLAN PARTICIPANT ROBERT MLYNAREK - SERP PLAN PARTICIPANT EDWARD OLSON - SERP PLAN PARTICIPANT 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 EMPLOYMENT CONTRACT WISCONSIN HEATH & EDUCATIONAL FACILITIES AUTHORITY 391337855 97710BDJ8 2008-08-14 107960000 SEE SCH. O 0 0 WISCONSIN HEATH & EDUCATIONAL FACILITIES AUTHORITY 391337855 97710BGZ9 2009-04-30 66126415 SEE SCH. O 0 0 1525046 6620739 1525046 2007 1 0 1 1 59515749 6612642 4859405 860774 53795571 2010 0 0 0 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 R R INSURANCE KENNETH RIESCH, DIRECTOR, IS THE PRESIDENT/OWNER OF R&R INSURANCE 442454 R & R INSURANCE PROVIDES INSURANCE SERVICES TO WAUKESHA MEMORIAL HOSPITAL, INC. 0 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 AS 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 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 TO NOT BEING ABLE TO WORK AT PHC IN SPECIFIC ROLE WHERE REPORTED CONFLICT EXISTS. IF THE RECOMMENDATION IS CHALLENGED, THE CASE IS ESCALATED TO CONFLICT OF INTEREST COMMITTEE. Form 990, Part VI, Section B, line 15 AN INDEPENDENT, EXTERNAL COMPENSATION REVIEW IS CONDUCTED FOR THE POSITIONS OF 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 2010. 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. FORM 990, PART XI, LINE 2C THE AUDIT PROCESS HAS NOT CHANGED FROM THE PREVIOUS YEAR. SCHEDULE K, 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. 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. SCHEDULE K, PART I, A - COL. (f) DESCRIPTION OF PURPOSE: Current refund bonds issued on 4/25/01 and current refund bonds issued on 6/09/04. SCHEDULE K, 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. 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. SCHEDULE K, PART I, B - COL. (f) DESCRIPTION OF PURPOSE: Construction and equipping of an addition and renovations to existing hospital facility and construction of a parking structure. SCHEDULE K, PART II, A - LINE 1 Total Proceeds of Issue: sale proceeds of issue in amount of $108,443,475.00 allocable to reporting organization plus zero investment proceeds less sale proceeds deposited in refunding escrows allocable to reporting organization in the amount of $106,918,428.56. SCHEDULE K, PART II, A - LINE 3 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. SCHEDULE K, PART II, A - LINE 5 Issuance Costs from Proceeds: $865,989.17 of proceeds allocable to reporting organization used for issuance costs; $659,057.27 used for credit enhancement. SCHEDULE K, PART II, A - LINE 8 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. SCHEDULE K, PART II, B - LINE 1 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. OCONOMOWOC MEMORIAL HOSPITAL INC 791 SUMMIT AVENUE OCONOMOWOC WI 53066 390794174 HOSPITAL WI 501(c)(3) Line 3 PROHEALTH CARE INC WAUKESHA MEMORIAL HOSPITAL FOUNDATION INC 725 AMERICAN AVENUE WAUKESHA WI 53188 391314542 FUNDRAISING WI 501(c)(3) Line 11a, I WAUKESHA MEMORIAL HOSPITAL INC PROHEALTH HOME CARE INC N17 W24100 RIVERWOOD DR SUITE 200 WAUKESHA WI 53188 200067392 HEALTHCARE WI 501(c)(3) Line 3 PROHEALTH CARE INC NATIONAL REGENCY OF NEW BERLIN INC N17 W24100 RIVERWOOD DR SUITE 200 WAUKESHA WI 53188 391077992 HEALTHCARE WI 501(c)(3) Line 11c, III-FI PROHEALTH CARE INC PROHEALTH CARE INC N17 W24100 RIVERWOOD DR SUITE 200 WAUKESHA WI 53188 391786873 MANAGEMENT WI 501(c)(3) Line 11c, III-FI N/A OCONOMOWOC MEMORIAL HOSPITAL FOUNDATION INC 791 SUMMIT AVENUE OCONOMOWOC WI 53066 391271647 FUNDRAISING WI 501(c)(3) Line 7 OCONOMOWOC MEMORIAL HOSPITAL INC PROHEALTH ALIGNED LLC (DBA MSC) 1111 DELAFIELD STREET STE 100 WAUKESHA WI 53188 263324572 SURGERY CENTER WI WAUKESHA MEMORIAL HOSPITAL INC RELATED 2723206 3848785 0 1 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 0 1 1 0 0 0 0 0 1 1 0 1 0 0 1 1 1 0 WAUKESHA MEMORIAL HOSPITAL FOUNDATION INC C 1577015 WAUKESHA HEALTH SYSTEM INC J 84000 WAUKESHA HEALTH CARE INC J 427132 MEDICAL ASSOCIATES INC J 57375 NATIONAL REGENCY OF NEW BERLIN INC J 725367 WAUKESHA HEALTH CARE INC I 891555 PROHEALTH CARE INC L 54048033 OCONOMOWOC MEMORIAL HOSPITAL INC O 1487442 PROHEALTH CARE INC O 1314146 WAUKESHA HEALTH SYSTEM INC O 450616 WAUKESHA HEALTH CARE INC O 3930699 MEDICAL ASSOCIATES INC O 356425 OCONOMOWOC MEMORIAL HOSPITAL INC P 12515004 PROHEALTH CARE INC P 17599885 WAUKESHA HEALTH SYSTEM INC P 7933276 WAUKESHA HEALTH CARE INC P 12008121 MEDICAL ASSOCIATES INC P 8708629 PROHEALTH HOME CARE INC P 1473898 EMPATHIA PACIFIC INC P 1722147 NATIONAL REGENCY OF NEW BERLIN INC P 412700 PROHEALTH CARE INC B 15863500