2011-11-09T10:01:05-06:00 2010-12-31 Deloitte Tax LLP 701 Poydras St Suite 4200 New Orleans LA 701394200 990 2010-01-01 205296918 Ochsner Health System OCHS 5048423400 1514 Jefferson Highway New Orleans LA 70121 Bobby C Brannon 5048423400 2011-11-09 1 Peter A Vernaci 5045812727 2010 2016-03-07 17:11:31Z Patrick J Quinlan MD 1514 Jefferson Highway New Orleans LA 70121 115374460 0 X www.ochsner.org X 2006 LA Management and Support Services 19 9 1187 0 0 0 0 0 100359839 115362648 14 11812 0 0 100359853 115374460 0 0 0 0 53362953 60659533 0 0 0 46996900 54714392 100359853 115373925 0 535 25754194 35996110 25754194 35995575 0 535 X We Serve, Heal, Lead, Educate and Innovate. Ochsner will be a global medical and academic leader who will save and change lives. We will shape the future of healthcare through our integrated health system, fueled by the passion and strength of our diversified team of physicians and employees. 0 0 115373925 115362648 Ochsner Health System, a 501(c)(3) organization operating as a support organization under section 509(a)(3) of the Internal Revenue Code, provides management and support services to both Ochsner Clinic Foundation (EIN 72-0502505) and Ochsner Community Hospitals (EIN 20-5297040). All three organizations are under common board and executive management personnel. 115373925 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 1 0 0 0 0 0 1 1 1 0 0 1 106 0 1 1187 1 0 0 0 0 0 0 0 0 0 0 X 19 9 1 0 0 0 0 0 0 1 1 0 1 1 1 1 1 1 1 0 1 1 0 X Bobby C Brannon 5048423400 1514 Jefferson Highway New Orleans LA 70121 X David E Beck MD 1.00 X 0 583016 31944 Joseph L Breault MD 1.00 X 0 203562 38976 Joseph R Dalovisio MD 1.00 X 0 352354 36231 Francis Dauterive MD 1.00 X 0 315916 34876 Angele Davis 1.00 X 0 0 0 William H Hines 1.00 X 0 0 0 Dennis Kay MD 1.00 X 0 656957 36637 Yvens G Laborde MD 1.00 X 0 348184 23278 R Parker LeCorgne 1.00 X 0 0 0 James E Maurin 1.00 X X 0 0 0 Suzanne T Mestayer 1.00 X 0 0 0 Richard Milani MD 1.00 X 0 532042 33443 William A Oliver 1.00 X 0 65834 0 Jefferson G Parker 1.00 X 0 0 0 Robert J Patrick 1.00 X 0 0 0 Patrick J Quinlan MD 50.00 X X 1471626 0 167249 F R Bobby Rodwig Jr MD 1.00 X 0 443471 27333 Steve Stumpf 1.00 X 0 0 0 Jose S Suquet 1.00 X 0 0 0 Andrew B Wisdom 1.00 X 0 0 0 Warner L Thomas 50.00 X 1166079 0 22690 Scott J Posecai 50.00 X 746669 0 38974 Bobby C Brannon 1.00 X 0 631583 46760 Ernest C Belmont 50.00 X 231726 0 18360 Joseph E Bisordi MD 50.00 X 801655 0 13706 Nancy L Davis 50.00 X 301179 0 26708 Richard D Guthrie Jr MD 50.00 X 409248 0 27526 Michael F Hulefeld 50.00 X 402003 0 25271 Joan K Mollohan 50.00 X 328035 0 23155 William W Pinsky MD 1.00 X 0 464931 22575 Cristina R Wheat 50.00 X 208752 0 24157 Ronald G Melton 50.00 X 273945 0 17179 Jody Ohlmeyer 50.00 X 285067 0 29453 Jeffrey P Saucier 50.00 X 294665 0 23546 Grant Walker 50.00 X 248721 0 18135 Lynn R Witherspoon MD 50.00 X 279539 0 58433 Lawrence K Van Hoose X 262938 0 9973 7711847 4597850 876568 79 1 1 0 Jones Walker Waechter Poitevent Carrere 201 St Charles Ave 50th Floor New Orleans LA 70170 Law Firm 1889136 Deloitte & Touche LLP 701 Poydras St Ste 4200 New Orleans LA 70139 Accounting Firm 768576 The H Agency 1055 St Charles Ave Ste 300 New Orleans LA 70130 Marketing Services 750521 The Boston Consulting Group Exchange Place 31st Fl Boston MA 02109 Consulting 710000 Mudbug Media 365 Canal St Ste 2325 New Orleans LA 70130 Web Design 698106 31 Admin & Mgt Support 561000 115362648 115362648 115362648 161 161 11651 11651 11651 11651 115374460 115362648 0 11812 6454769 6454769 61646 61646 45631920 45631920 1241424 1241424 4410934 4410934 2858840 2858840 16853 16853 4020380 4020380 619048 619048 10522508 10522508 8945859 8945859 2368220 2368220 14280236 14280236 3253751 3253751 214998 214998 1764273 1764273 37072 37072 5296884 5296884 1417377 1417377 DUES & MEMBERSHIPS 771605 771605 BLDG & EQUIP REP & MNT 546933 546933 RECRUITING 387076 387076 MISCELLANEOUS 251319 251319 115373925 115373925 0 0 3214 8544 2499198 4993374 4470 266276 491811 793960 4313874 3718426 108448328 82232798 18441627 26215530 25754194 35996110 25754194 27320524 8006072 668979 25754194 35995575 X 535 0 535 25754194 35996110 535 0 X X 0 1 1 X 0 X X X X 0 0 0 Ochsner Community Hospitals 205297040 170(b)(1) (A)(iii) 1 1 1 0 Ochsner Clinic Foundation 720502505 170(b)(1) (A)(iii) 1 1 1 0 2 0 Schedule A, Part IV, Supplemental Information: Part I 11h (vii) Ochsner Health System does not provide monetary support. Ochsner Health System provides management and support services to its supported organizations, Ochsner Clinic Foundation and Ochsner Community Hospitals. 6620799 5283494 1337305 2757965 1724033 1033932 93014097 75225271 17788826 6055467 6055467 26215530 Description of Uncertain Tax Positions Under FIN 48: Part X: Ochsner Health System has reviewed its tax positions and concluded that there are no significant uncertain tax positions requiring recognition in its financial statements under FIN 48. X X X X X 1 1 0 0 0 1 1 1 0 David E Beck MD 0 538375 0 14194 0 30447 0 17476 0 14468 0 614960 0 0 Joseph L Breault MD 0 199646 0 0 0 3916 0 19178 0 19798 0 242538 0 0 Joseph R Dalovisio MD 0 305327 0 34200 0 12827 0 25763 0 10468 0 388585 0 0 Francis Dauterive MD 0 314548 0 0 0 1368 0 19110 0 15766 0 350792 0 0 Dennis Kay MD 0 611016 0 43506 0 2435 0 22546 0 14091 0 693594 0 0 Yvens G Laborde MD 0 278224 0 69175 0 785 0 7318 0 15960 0 371462 0 0 Richard Milani MD 0 496523 0 25000 0 10519 0 15515 0 17928 0 565485 0 0 Patrick J Quinlan MD 865431 0 573750 0 32445 0 155273 0 11976 0 1638875 0 0 0 F R Bobby Rodwig Jr MD 0 377533 0 35320 0 30618 0 11173 0 16160 0 470804 0 0 Warner L Thomas 714014 0 433125 0 18940 0 5230 0 17460 0 1188769 0 0 0 Scott J Posecai 489656 0 240000 0 17013 0 29516 0 9459 0 785644 0 0 0 Bobby C Brannon 0 389738 0 213750 0 28095 0 32870 0 13890 0 678343 0 0 Ernest C Belmont 205838 0 23000 0 2888 0 3400 0 14960 0 250086 0 0 0 Joseph E Bisordi MD 527340 0 255000 0 19315 0 3400 0 10306 0 815361 0 0 0 Nancy L Davis 255134 0 41298 0 4747 0 19326 0 7382 0 327887 0 0 0 Richard D Guthrie Jr MD 336534 0 66625 0 6089 0 8305 0 19221 0 436774 0 0 0 Michael F Hulefeld 333300 0 65600 0 3103 0 4116 0 21155 0 427274 0 0 0 Joan K Mollohan 265255 0 58781 0 3999 0 7687 0 15468 0 351190 0 0 0 William W Pinsky MD 0 383589 0 63530 0 17812 0 10829 0 11746 0 487506 0 0 Cristina R Wheat 184881 0 20215 0 3656 0 10809 0 13348 0 232909 0 0 0 Ronald G Melton 229338 0 41625 0 2982 0 9742 0 7437 0 291124 0 0 0 Jody Ohlmeyer 243247 0 37201 0 4619 0 11493 0 17960 0 314520 0 0 0 Jeffrey P Saucier 247638 0 44400 0 2627 0 6786 0 16760 0 318211 0 0 0 Grant Walker 210258 0 34155 0 4308 0 6947 0 11188 0 266856 0 0 0 Lynn R Witherspoon MD 266235 0 0 0 13304 0 47235 0 11198 0 337972 0 0 0 Lawrence K Van Hoose 177269 0 26186 0 59483 0 0 0 9973 0 272911 0 0 0 Part I, Lines 4a-b Line 4a: Per the terms of his employment letter agreement, Lawrence Van Hoose, who served as Sr. Vice President-External Relations, received $56,926.56 in severance payments during the year 2010. Line 4b: Patrick Quinlan, M.D., Chief Executive Officer; Warner Thomas, President & Chief Operating Officer; Scott Posecai, Chief Financial Officer; and Bobby Brannon, Executive Vice President and Treasurer participate in a Supplemental Executive Retirement Plan (SERP) which is part of the terms and conditions of their employment contracts with Ochsner Health System and Ochsner Clinic Foundation, both related 501(c)(3) organizations, and is based on a targeted replacement of a set percentage of their salary at age 65. The SERP is classified as a Supplemental Non-Qualified Retirement Plan. This benefit is funded in a Trust Account with Capital One Bank. The increases in actuarial value during 2010 were $129,135; $0; $18,166; and $0; respectively. Joseph Bisordi, Chief Medical Officer, participates in a Non-Qualified supplemental plan which is part of the terms and conditions of his employment contract with Ochsner Health System. The retirement calculations is a defined amount as a percent of base pay, calculated annually, and is earned at age 65, as a single vesting period. This benefit is funded in a Trust Account with Capital One Bank. Part I, Line 6 The Physician and Executive Compensation Committee of the Ochsner Health System Board of Directors reviews and approves all officer executive incentive plans, which include those for the Officers; the CEO, President, CFO, Treasurer, Regional Medical Directors, and Executive Vice Presidents. For the 2009 incentive plan, which was paid in 2010, there were four weighted components: a System Financial Metric which consists of Operating Margin, a Quality and Patient Satisfaction Metric, a Human Capital Metric that consists of turnover and employee engagement survey results, and a Subjective metric based on their personal performance targets. The subjective metric is assigned for the CEO by the Physician and Executive Compensation Committee and assigned for the other executives by the CEO then reviewed by the Physician and Executive Compensation Committee. Metrics other than subjective are built on percent improvement year over year. The CEO and officers did meet annual targets as set by the terms and conditions of their employment contracts and therefore the compensation committee approved the payment of the Annual Incentive Plan which was recorded as part of their compensation in 2010. Annually, the officers of Ochsner Health System review and approve executive incentive plans for the executive and physician leadership group. The plans are developed similar to the officer incentive plans; they include four weighted components: a System Financial Metric which consists of Operating Margin, a Quality and Patient Satisfaction Metric, a Human Capital Metric that consists of turnover and employee engagement survey results, and a Subjective metric based on their personal performance targets. The subjective metric is assigned by the officer responsible for the executive or physician leader as their direct report and the CEO approves all bonuses for this group of management. All bonus amounts are provided in Schedule J Part II in Column B(ii). Part I, Line 7 Subjective components of incentive plan are described in description of Part I, Line 6. Jones Walker Waechter Pointevent Carrere & Denegre Independent Contractor 2096283 Mr. Hines, a Director of Ochsner Health System, is managing partner of Jones Walker Law Firm which performs legal services for Ochsner. 0 Benjamin Pinsky Son of William Pinsky, MD, a Key Employee of OHS. 42870 Compensation for employment in Marketing Department. 0 Zachary Tucker Son-in-Law of Richard Guthrie, Jr., MD, a Key Employee of OHS. 18776 Compensation for employment in Finance. 0 Form 990, Part VI, Section A, line 1 1a: Of the Directors included in Part VII, all were Directors at the end of 2010 except for Mr. Oliver. Mr. Oliver resigned his position on the board of directors in October of 2010. 1b: The Articles of Incorporation provide that no action of the Board may be resolved unless a majority of the independent directors present approve the matter. Thus, even in situations where there is not an absolute majority of independent directors in office, those independent directors in office control Ochsner Health System's activities. Form 990, Part VI, Section A, line 2 Mr. Belmont and Mr. Posecai have a family relationship. Form 990, Part VI, Section B, line 11 One or more members of senior management reviews the return. The return is also reviewed by Deloitte Tax LLP, the company's tax advisors. The Audit and Oversight Committee, which is comprised of independent directors, is then provided the return prior to the filing date and given the opportunity to review and discuss the returns with management/staff. The meeting to review the 2010 return was held on October 31, 2011. A copy of the return is then provided to each member of the Board of Directors electronically and comments are solicited from the entire Board. Form 990, Part VI, Section B, line 12c Officers, directors, trustees, and key employees are required to complete a conflicts of interest disclosure form annually, within 30 days of becoming an employee, or within 10 days of a change in business circumstances not previously disclosed. The Vice President of Corporate Integrity reviews disclosures and determines whether action is necessary or if the disclosure needs to be reviewed by the Conflicts of Interest Committee. In addition, employees that do not fall within the scope of the Conflict of Interest Disclosure policy annually certify through the Annual Employee Evaluation process their compliance with the Conflict of Interest policy. Form 990, Part VI, Section B, line 15 All CEO and officer compensation and benefits arrangements, including salary and bonus incentive plans, are reviewed and approved by the Executive and Senior Physician Compensation Committee of the Board of Directors (Compensation Committee). No substantive change to the compensation or benefits packages is made until Committee approval is granted in accordance with Intermediate Sanctions guidelines. The Compensation Committee is without conflicts of interest and uses an independent external consultant. Appropriate data is applied to determine the comparability of fair market value pay and all actions are appropriately documented. In order to meet the requirements of the IRS Intermediate Sanctions regulations, the Compensation Committee identified the "disqualified individuals" that are in a position to exercise substantial influence over the company's operations. These individuals are the members of the Executive Officers Committee (EOC), Regional Medical Directors, physician board members and Section Heads for key departments. For disqualified individuals, the compensation review also includes the cost of benefits such as the company portion of medical and dental benefits, malpractice insurance, payments for 401K matching and pension payments. A different review process is used for Physicians. Annually, the Corporate Integrity department reviews the salary of each employed physician. This review includes a comparison of physician salaries against national survey data for their specialty. Three surveys are used for the review: McGladrey & Pullen, the Medical Group Management Association (MGMA) and American Medical Group Association (AMGA). The Physician Compensation department provides salary data for each physician including base salary, stipends, on-call pay, etc. If it is determined that a physician's compensation is higher than the survey data, the total work Relative Value Units (RVUs) are compared to the survey data. This review is performed to ensure their pay is comparable to the work performed. Comparable benefit survey data is obtained periodically from McGladrey & Pullen. Compensation for other non-physician key employees is reviewed by senior executives who take market value research into consideration when determining compensation levels. Form 990, Part VI, Section C, line 19 Financial statements for Ochsner Health System are made available to the public quarterly via www.dacbond.com. All governing documents, conflict of interest policy, and financial statements are available upon written request to the Corporate Integrity Department. ADDITIONAL COMPENSATION EXPLANATION Part VII, Section A, Line 1a, Columns (D) and (E) COMPENSATION FROM RELATED ORGANIZATIONS Many of the individuals listed in Part VII and Schedule J hold positions with related 501(c)(3) organizations. For each of these individuals, the compensation listed is received from the related organization, and the compensation is for the individual's role with the related organization. The amount of time shown for each as "Average Hours Per Week Devoted To Position" consists primarily as his/her time spent on his/her role with Ochsner Health System. In reality, his/her time is spent on fulfilling responsibilities through roles with the related organization and/or across all other organizations in the integrated health system, and may be more evenly distributed. The following is a list of the individuals with such circumstances, each person's title with the related organization, and the related organization that employs each individual. David E. Beck, M.D.; Chairman, Department of Colon & Rectal Surgery; Ochsner Clinic Foundation Joseph L. Breault, M.D.; Chairman, IRB; Ochsner Clinic Foundation Joseph R. Dalovisio, M.D.; AMD, OMC; Ochsner Clinic Foundation Francis Dauterive, M.D.; VPMA; Ochsner Clinic Foundation Dennis Kay, M.D.; Chairman, Department of Radiology; Ochsner Clinic Foundation Yvens G. Laborde, M.D.; VPMA - OMC-Westbank; Ochsner Clinic Foundation Richard Milani, M.D.; Vice Chairman, Department of Cardiology; Ochsner Clinic Foundation William A. Oliver; Consultant - Philanthropy & External Relations; Ochsner Clinic Foundation Francis R. (Bobby) Rodwig, Jr., MD; Medical Director, Blood Bank; Ochsner Clinic Foundation Bobby C. Brannon; Executive Vice President, Director of Finance, and Treasurer; Ochsner Clinic Foundation William W. Pinsky, MD; EVP/Chief Academic Officer; Ochsner Clinic Foundation ADDITIONAL COMPENSATION EXPLANATION Part VII, Section A, Line 1a COMPENSATION OF OFFICERS AND AVERAGE HOURS PER WEEK DEVOTED TO POSITION Compensation for Dr. Patrick Quinlan, Warner Thomas, Scott Posecai, and Bobby Brannon include all compensation related to the Ochsner Health System, which includes Ochsner Health System (OHS, EIN 20-5296918), Ochsner Clinic Foundation (OCF, EIN 72-0502505) and Ochsner Community Hospitals (OCH, EIN 20-5297040), all related 501(c)(3) organizations. Other members of the Ochsner network are charged a portion of these amounts. The amount of time shown for Dr. Quinlan, Mr. Thomas, and Mr. Posecai as "average hours per week devoted to position" on this form consists primarily of role as an Officer of the integrated health system. Additional time spent on boards, committees and through fulfilling other responsibilities as Officer of the other Ochsner organizations is shown as a nominal amount, but in reality the time is more evenly distributed across all entities. Average hours worked for Mr. Brannon is shown as a nominal amount, with the majority of his time displayed on the OCF return, but in reality his time is more evenly distributed amongst his duties all entities. ADDITIONAL COMPENSATION EXPLANATION Part VII, Section A, Line 1a COMPENSATION OF DIRECTORS AND AVERAGE HOURS PER WEEK DEVOTED TO POSITION Those directors listed as "Board Member Sr Phys" on the Form 990 for Ochsner Clinic Foundation (EIN 72-0502505) are compensated entirely due to their role as an employee of a member of the integrated health system. The amount of time shown for those Directors listed as "Board Member Sr Phys" as "average hours per week devoted to position" on the Form 990 for Ochsner Clinic Foundation (EIN 72-0502505) consists primarily of role as an employee of Ochsner Clinic Foundation. Additional time spent on boards, committees and through fulfilling other responsibilities as a member of one or more Boards of the varied Ochsner organizations is shown as a nominal amount for Ochsner Health System and/or Ochsner Community Hospitals. As a Senior Physician Director of an integrated health system, these individuals devote time to board activities of all 501(c)(3) members of the system to varying degrees including Ochsner Health System, Ochsner Clinic Foundation and Ochsner Community Hospitals. The amount of time shown for those Directors listed as "Community Directors" for "average hours per week devoted to position" on the Form 990 for Ochsner Clinic Foundation (EIN 72-0502505) includes time spent on boards, on committees and through fulfilling other responsibilities as a member of the Board of varied Ochsner organizations. Additional time spent on boards, committees and through fulfilling other responsibilities as a member of one or more Boards of the varied Ochsner organizations is shown as a nominal amount for Ochsner Health System and/or Ochsner Community Hospitals. As a Community Director of an integrated health system, each Community Director devotes time to all 501(c)(3) members of the system to varying degrees including Ochsner Health System, Ochsner Clinic Foundation and Ochsner Community Hospitals. ADDITIONAL COMPENSATION EXPLANATION Part VII, Section A, Line 1a KEY EMPLOYEES COMPENSATED BY RELATED ORGANIZATIONS AND AVERAGE HOURS PER WEEK DEVOTED TO POSITION Dr. William Pinsky was employed and compensated by Ochsner Clinic Foundation, 72-0502505, 501(c)(3), a related organization. His time is split between the related organization and Ochsner Health System, but in all other respects he meets the requirements of a Key Employee of Ochsner Health System. Part XII, Line 2c The process regarding the committee responsible for the audit, review, or compilation of the organization's financial statements and selection of an independent accountant has not changed from the prior year. Ochsner Health Foundation 1512 Jefferson Highway New Orleans LA 70121 452211764 Philanthropic Support LA 0 0 Ochsner Health System Brent House Corporation 1512 Jefferson Highway New Orleans LA 70121 720872457 Rents hotel rooms to patients/guests of Ochsner facilities. LA 501(c)(3) 509(a)(3) Type II Ochsner Clinic Foundation 1 Ochsner Clinic Foundation 1514 Jefferson Highway New Orleans LA 70121 720502505 Patient Care LA 501(c)(3) 170(b)(1) (A)(iii) Ochsner Health System 1 Ochsner Community Hospitals 1514 Jefferson Highway New Orleans LA 70121 205297040 Patient Care LA 501(c)(3) 170(b)(1) (A)(iii) Ochsner Health System 1 Ochsner System Protection Company 1514 Jefferson Highway New Orleans LA 70121 271170999 Captive Insurance LA 501(c)(3) 509(a)(3) Type I Ochsner Clinic Foundation 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 1 1 1 0 Brent House Corporation J 519340 Intercompany Billings - Mkt Value Ochsner Clinic Foundation J 1087307 Intercompany Billings - Mkt Value Ochsner Community Hospitals J 51618 Intercompany Billings - Mkt Value Brent House Corporation L 34055 Intercompany Billings - Mkt Value Ochsner Clinic Foundation L 16165 Intercompany Billings - Mkt Value Ochsner System Protection Company L 4615 Intercompany Billings - Mkt Value Ochsner Clinic Foundation O 1554168 Intercompany Billings - Mkt Value Ochsner Clinic Foundation P 103676994 Intercompany Billings - Mkt Value Ochsner Community Hospitals P 11785228 Intercompany Billings - Mkt Value Ochsner Clinic Foundation Q 37072 Intercompany Billings - Mkt Value