Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
HIGHLAND HOSPITAL OF ROCHESTER
Employer identification number
16-0743037
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
HIGHLAND HOSPITAL OF ROCHESTER
Employer identification number
16-0743037
Identifier
Return Reference
Explanation
FORM 990 REVIEW PROCESS
FORM 990, PART VI, SECTION B, LINE 11
THE FORM 990 OF HIGHLAND HOSPITAL IS PREPARED BY FINANCE STAFF AND PROVIDED TO PRICEWATERHOUSECOOPERS LLP AND SENIOR MANAGEMENT FOR REVIEW PRIOR TO FILING. THE FORM 990 WAS ALSO PROVIDED TO THE HOSPITAL'S JOINT AUDIT AND FINANCE COMMITTEE PRIOR TO FILING. THE COMMITTEE'S QUESTIONS AND COMMENTS WERE ADDRESSED AT A COMMITTEE MEETING PRIOR TO FILING. THE 2011 FORM 990 WAS PRESENTED TO THE JOINT AUDIT AND FINANCE COMMITTEE BY PRICEWATERHOUSECOOPERS LLP PRIOR TO FILING. THE FORM 990 WAS ALSO PROVIDED TO THE ENTIRE BOARD OF DIRECTORS PRIOR TO FILING.
CONFLICT OF INTEREST POLICY
FORM 990, PART VI, SECTION B, LINE 12C
DIRECTORS, COMMITTEE MEMBERS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE A CONFLICT OF INTEREST: (A) PRIOR TO VOTING ON OR OTHERWISE DISCHARGING THEIR DUTIES WITH RESPECT TO ANY MATTER INVOLVING THE CONFLICT WHICH COMES BEFORE THE BOARD OR ANY COMMITTEE; (B) PRIOR TO ENTERING INTO ANY CONTRACT OR TRANSACTION INVOLVING THE CONFLICT; (C) AS SOON AS POSSIBLE AFTER THE DIRECTOR, COMMITTEE MEMBER OR OFFICER LEARNS OF THE CONFLICT; AND (D) ON AN ANNUAL CONFLICT OF INTEREST DISCLOSURE FORM. THE FORM IS DISTRIBUTED ANNUALLY AND REQUIRES DISCLOSURE OF ALL CONFLICTS OF INTEREST, INCLUDING SPECIFIC INFORMATION CONCERNING THE TERMS OF ANY CONTRACT OR TRANSACTION WITH THE HOSPITAL THAT INVOLVES A POTENTIAL CONFLICT OF INTEREST FOR THE INDIVIDUAL. THE FORMS ARE REVIEWED BY THE BOARD CHAIR AND LEGAL COUNSEL, AND CONFLICTS DISCLOSED ON THE FORMS OR ON AN AD HOC BASIS ARE REVIEWED BY A BOARD COMMITTEE. THE COMMITTEE CONSIDERS THE MATERIAL FACTS CONCERNING ANY PROPOSED CONTRACT OR TRANSACTION, INCLUDING THE PROCESS BY WHICH THE DECISION WAS MADE TO APPROVE OR RECOMMEND ENTERING INTO THE ARRANGEMENT ON THE TERMS PROPOSED, AND APPROVES SUCH CONTRACTS OR TRANSACTIONS ONLY IF THE TERMS ARE FAIR AND REASONABLE TO THE HOSPITAL AND THE ARRANGEMENTS ARE CONSISTENT WITH THE BEST INTERESTS OF THE HOSPITAL.
COMPENSATION REVIEW AND APPROVAL
FORM 990, PART VI, SECTION B, LINE 15
WRITTEN SELF-EVALUATIONS AND PERFORMANCE EVALUATIONS FOR HIGHLAND HOSPITAL'S OFFICERS AND KEY EMPLOYEES ANNUALLY ARE REVIEWED BY THE COMMITTEE ON COMPLIANCE AND COMPENSATION OF THE UNIVERSITY OF ROCHESTER MEDICAL CENTER BOARD. THE COMMITTEE HAS AVAILABLE THE EVALUATIONS FROM HIGHLAND HOSPITAL'S BOARD, AS WELL AS FROM THE CEO OF URMC HEALTH SYSTEM AND IN SOME CASES HIGHLAND'S CEO. THE COMMITTEE REVIEWS AND APPROVES TOTAL COMPENSATION FOR OFFICERS AND KEY EMPLOYEES AND CONSIDERS, IN ADDITION TO THE EVALUATIONS, THE SCOPE OF THE INDIVIDUAL'S JOB RESPONSIBILITIES, PREVIOUS COMPENSATION AND COMPARABLE COMPENSATION PAID TO PEOPLE WITH SIMILAR RESPONSIBILITIES AT COMPARABLE INSTITUTIONS. THE COMPARABLE INFORMATION IS PROVIDED BY AN INDEPENDENT CONSULTANT AND IS BASED ON LOCAL, REGIONAL AND NATIONAL COMPENSATION SURVEYS.
GOVERNING DOCUMENTS
FORM 990, PART VI, SECTION C, LINE 19
HIGHLAND HOSPITAL'S FORM 1023 AND FORM 990 ARE AVAILABLE UPON REQUEST. HIGHLAND HOSPITAL'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS ARE NOT ROUTINELY MADE AVAILABLE TO THE PUBLIC.
COMPENSATION INFORMATION
FORM 990, PART VII AND SCHEDULE J-2
CERTAIN OFFICERS, DIRECTORS AND KEY EMPLOYEES OF HIGHLAND HOSPITAL RECEIVE COMPENSATION FROM THE UNIVERSITY OF ROCHESTER, A RELATED IRC SECTION 501(C)(3) ORGANIZATION. A PORTION OF THE SALARIES OF THESE INDIVIDUALS IS ALLOCATED TO HIGHLAND HOSPITAL AND IS INCLUDED AS A PART OF OTHER SALARY AND WAGES ON THE STATEMENT OF FUNCTIONAL EXPENSES. CERTAIN OFFICERS AND KEY EMPLOYEES OF HIGHLAND HOSPITAL ALSO DEVOTE SIGNIFICANT TIME EACH WEEK TO OTHER RELATED ORGANIZATIONS - ROBERT MCCANN, MD CURRENTLY SERVES AS THE CHIEF OF MEDICINE AT HIGHLAND HOSPITAL. A PORTION OF THE TOTAL COMPENSATION REPORTED RELATES TO HIS SERVICES PERFORMED IN THIS ROLE. - JOSEPH JOHNSON, MD CURRENTLY SERVES AS THE CHIEF OF SURGERY AT HIGHLAND HOSPITAL. A PORTION OF THE TOTAL COMPENSATION REPORTED RELATES TO HIS SERVICES PERFORMED IN THIS ROLE. - ANIL SHARMA, MD CURRENTLY SERVES AS THE CHIEF OF GASTROENTEROLOGY AT HIGHLAND HOSPITAL. THE COMPENSATION REPORTED RELATES TO HIS SERVICES PERFORMED IN THIS ROLE. NONE OF THE BOARD MEMBERS OF HIGHLAND HOSPITAL ARE COMPENSATED FOR THEIR BOARD SERVICE.
MEMBERSHIP INFORMATION
FORM 990, PART VI, SECTION A, LINES 6, 7A & 7B
THE SOLE MEMBER OF HIGHLAND HOSPITAL IS STRONG PARTNERS HEALTH SYSTEM, INC. ("SPHS"). SPHS, ACTING THROUGH ITS BOARD OF DIRECTORS, HAS THE AUTHORITY TO ELECT THE GOVERNING BODY OF HIGHLAND HOSPITAL, AND CERTAIN DECISIONS OF THE HIGHLAND HOSPITAL BOARD ARE SUBJECT TO THE APPROVAL OF THE SPHS BOARD. SUCH DECISIONS INCLUDE APPOINTMENT OF THE HIGHLAND HOSPITAL PRESIDENT AND CEO, AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS, APPROVAL OF EXTRAORDINARY CORPORATE ACTIONS SUCH AS MERGER OR DISSOLUTION, AND APPROVAL OF CAPITAL AND OPERATING BUDGETS, STRATEGIC PLANS, AND INCURRENCE OF CERTAIN DEBT.
RECONCILIATION OF NET ASSETS
FORM 990, PART XI, LINE 5
DETAIL OF OTHER CHANGES IN NET ASSETS OR FUND BALANCES: CHANGE IN ACCRUED PENSION LIABILITY ($26,650,955) ----------- ($26,650,955)
FORM 990 GOVERNANCE
FORM 990, PART VI, SECTION A, LINE 4
In October 2011 the Hospital's corporate bylaws were amended to update the definition of conflict of interest and to remove language concerning the process for addressing conflicts of interest, referring to the Board's conflict of interest policy. The provision now reads: "Directors, officers, key employees and committee members shall be required to disclose existing or potential interests in contracts or other transactions presented to the Board or a committee thereof for deliberation, authorization, approval or ratification. The Board shall adopt a Conflict of Interest policy that defines conflict of interest, sets forth a process for such disclosure, and ensures that when contracts or transactions involve such an actual or potential conflict, they are approved only if they are fair and reasonable to the Hospital, and consistent with the Hospital's best interests. Such policy shall be appended to these Bylaws."
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:STEVEN I. GOLDSTEIN TITLE:CEO HOURS:59
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:LEONARD J. SHUTE TITLE:CFO HOURS:48
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:CINDY BECKER TITLE:COO HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION
FORM 990 PART VII
NAME:RAYMOND MAYEWSKI, MD TITLE:CHIEF MEDICAL OFFICER HOURS:51
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.