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
2012
Open to Public Inspection
Name of the organization
Norwalk Hospital Physicians & Surgeons Inc (FKA Fairfield County Medical Services)
Employer identification number
06-1522078
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 supported organization?
................
11g(i)
No
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
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 monetary support
Yes
No
Yes
No
Yes
No
(A)
NORWALK HOSPITAL ASSOCIATION
066068853
03
Yes
0
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
If the organization did not check a 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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
CARING FOR PATIENTS IN THE COMMUNITY WITHOUT REGARD FOR THEIR ABILITY TO PAY REDUCES THE NEED FOR PATIENTS TO COME THROUGH OUR EMERGENCY DEPARTMENT.
Schedule A (Form 990 or 990-EZ) 2012
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
2012
Open to Public Inspection
Name of the organization
Norwalk Hospital Physicians & Surgeons Inc (FKA Fairfield County Medical Services)
Employer identification number
06-1522078
Identifier
Return Reference
Explanation
DESCRIPTION OF OTHER PROGRAM SERVICES
FORM 990, PART III, LINE 4D
OTHER PROGRAM SERVICES INCLUDE: WESTPORT FAMILY HEALTH PEDIATRIC HOSPITALISTS & SPECIALISTS OB GYN MIDWIVES & OBGYN COVERAGE ASSOC INTERNISTS OF DARIEN & WESTPORT NORWALK INTERNAL MEDICINE GASTROENTEROLOGY HEAD & NECK SURGICAL CARE SURGERY RECTAL & COLON SURGICAL CARE PEDIA THERAPY & DEV CENTER PAIN MANAGEMENT PERINATOLOGY Services PROGRAM MANAGEMENT DOM PHYSICIANS SMILOW NEW CANAAN WALK-IN PROGRAM STATISTICS: NUMBER OF PATIENT VISITS: 29,045 NUMBER OF CHARITY CARE: 138 CHARITY AMOUNT: $85,966 FORM 990, PART VI, LINE 2 - DESCRIPTION OF RELATIONSHIPS CERTAIN BOARD MEMBERS OF NORWALK HOSPITAL PHYSICIANS & SURGEONS, INC. SERVE ON THE BOARDS OF NORWALK HOSPITAL ASSOCIATION, NORWALK HEALTH SERVICES CORP. AND MAPLE STREET INDEMNITY COMPANY LTD. FORM 990, PART VI, LINE 6 - THE ORGANIZATION'S MEMBERS OR STOCKHOLDERS THE SOLE MEMBER OF NORWALK HOSPITAL PHYSICIANS & SURGEONS IS NORWALK HEALTH SERVICES CORPORATION. FORM 990, PART VI, LINE 7A - MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO MAY ELECT ONE OR MORE MEMBERS THE OFFICERS OF NORWALK HOSPITAL PHYSICIANS & SURGEONS ARE APPOINTED BY THE GOVERNANCE COMMITTEE OF NORWALK HEALTH SERVICES CORPORATION. UP TO 15 MEMBERS OF THE BOARD ARE APPOINTED BY NHSC. FORM 990, PART VI, LINE 7B - MEMBERS, STOCKHOLDERS, OR OTHER PERSONS WHO MAY ELECT ONE OR MORE MEMBERS THE MEMBER SHALL HAVE ALL THE RIGHTS, POWERS AND PRIVILEGES USUALLY OR BY LAW ACCORDED TO MEMBERS OF A MEDICAL FOUNDATION UNDER CHAPTER 594B OF THE CONNECTICUT GENERAL STATUTES (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "FOUNDATION ACT") AND OF A CONNECTICUT NONSTOCK, NONPROFIT CORPORATION UNDER THE CONNECTICUT REVISED NONSTOCK CORPORATION ACT (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "NONSTOCK ACT") AND WHICH ARE NOT CONFERRED UPON BY THE BOARD OF DIRECTORS OF THE CORPORATION (THE "BOARD") BY THE CERTIFICATE OF INCORPORATION, BYLAWS OR THE NONSTOCK ACT. SUBJECT TO THE RIGHTS, POWER AND PRIVILEGES ACCORDED TO THE MEMBER, THE CORPORATION SHALL BE GOVERNED BY ITS BOARD OF DIRECTORS. FORM 990, PART VI, LINE 11B - DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 NORWALK HOSPITAL PHYSICIANS & SURGEONS, INC. (NHP&S) FORM 990 IS PREPARED WITH THE ASSISTANCE OF ERNST & YOUNG LLP AND REVIEWED BY NHP&S' INTERNAL MANAGEMENT. FOLLOWING THAT REVIEW, NHP&S' INTERNAL MANAGEMENT PRESENTS THE FORM 990 TO THE AUDIT COMMITTEE FOR REVIEW AND COMMENT. THE COMPLETED FORM 990 IS PROVIDED, VIA EMAIL, TO ALL MEMBERS OF THE BOARD OF DIRECTORS PRIOR TO THE FORM BEING FILED WITH THE IRS. FORM 990, PART VI, LINE 12C - DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST MONITORING THE ORGANIZATION'S CONFLICT OF INTEREST POLICY PROVIDES THAT ANNUALLY, EACH PERSON COVERED BY THE POLICY, INCLUDING BOARD MEMBERS, AND KEY MANAGEMENT PERSONNEL, INCLUDING THE CEO, VICE PRESIDENTS, CHAIRMEN, EXECUTIVE DIRECTORS, NORWALK HOSPITAL PHYSICIANS & SURGEONS, INC. AND ANY OTHER HOSPITAL EMPLOYED PHYSICIANS, DIRECTORS, AND ANY OTHER PERSONNEL WITH FINANCIAL DECISION MAKING AUTHORITY AS DESIGNATED BY THE CEO, SENIOR VICE PRESIDENT, VICE PRESIDENTS OR DEPARTMENT CHAIRMEN SHALL SIGN A STATEMENT AFFIRMING THAT SUCH PERSON RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, READ AND UNDERSTANDS THE POLICY AND AGREES TO COMPLY WITH THE POLICY. ADDITIONALLY, THE SIGNED STATEMENT AFFIRMS THAT THE PERSON UNDERSTANDS NORWALK HEALTH SERVICES CORPORATION IS A CHARITABLE ORGANIZATION AND THAT IN ORDER TO MAINTAIN ITS TAX-EXEMPT STATUS, NORWALK HEALTH SERVICES CORPORATION MUST ENGAGE IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. ENFORCEMENT FAILURE TO COMPLY WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY SHALL CONSTITUTE GROUNDS FOR REMOVAL OF A PERSON COVERED BY THE POLICY AS A BOARD MEMBER OR BOARD COMMITTEE MEMBER, AND, IN THE CASE OF KEY MANAGEMENT PERSONNEL, TERMINATION OF EMPLOYMENT. WHO IS COVERED? THE ORGANIZATION'S CONFLICT OF INTEREST POLICY COVERS EACH PERSON COVERED BY THE POLICY, INCLUDING BOARD MEMBERS, AND KEY MANAGEMENT PERSONNEL, INCLUDING THE CEO, VICE PRESIDENTS, CHAIRMEN, EXECUTIVE DIRECTORS, NHP&S AND ANY OTHER HOSPITAL EMPLOYED PHYSICIANS, DIRECTORS, AND ANY OTHER PERSONNEL WITH FINANCIAL DECISION MAKING AUTHORITY AS DESIGNATED BY THE CEO, SENIOR VICE PRESIDENT, VICE PRESIDENTS OR DEPARTMENT LEVEL OF DETERMINATION AND REVIEW OF CONFLICTS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER PRESENTATION OF A POTENTIAL TRANSACTION OR ARRANGEMENT IS MADE BY AN INTERESTED PERSON, THE REMAINING DISINTERESTED BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. THE CHAIRPERSON OF THE GOVERNING BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE IF NORWALK HEALTH SERVICES CORPORATION CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST, FOR ITS OWN BENEFIT AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, THE GOVERNING BOARD OR COMMITTEE SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. RESTRICTIONS PLACED ON CONFLICTED PERSONS IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF COMMITTEES WITH GOVERNING BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE GOVERNING BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. FORM 990, PART VI, LINE 14 - DOCUMENT RETENTION & DESTRUCTION POLICY EFFECTIVE 1/1/2014, WESTERN CONNECTICUT HEALTH NETWORK (WCHN) BECAME THE SOLE CORPORATE MEMBER OF NORWALK HEALTH SERVICES CORPORATION AND A CORPORATE AFFILIATION WAS COMPLETED. NORWALK HEALTH SERVICES CORPORATION AND ALL SUBSIDIARIES ARE NOW COVERED UNDER THE POLICIES OF WCHN AND AS SUCH, THE RECORD RETENTION POLICY APPLIES TO NHSC AS OF 1/1/2014. FORM 990, PART VI, LINE 15A AND 15B - OFFICES & POSITIONS FOR WHICH PROCESS WAS USED, & YEAR PROCESS WAS BEGUN NORWALK HOSPITAL PHYSICIANS & SURGEONS, INC. (NHP&S) DOES NOT RETAIN ANY COMPENSATED EXECUTIVE DIRECTORS, OFFICERS, OR TOP MANAGEMENT OFFICIALS. THE OFFICERS RECEIVING COMPENSATION ARE COMPENSATED BY NORWALK HOSPITAL ASSOCIATION (NHA), A RELATED ORGANIZATION OF NHP&S. THEREFORE, THEIR COMPENSATION AND BENEFITS ARE DETERMINED BY NHA. THE RESPECTIVE VICE PRESIDENT ASSESSES PERFORMANCE AND DETERMINES SALARY INCREASES BASED ON THE GUIDELINES ESTABLISHED BY THE ANNUAL REVIEW PROGRAM AND FINAL REVIEW RATINGS. COMPENSATION DECISIONS ALSO EMPLOY EXTERNAL MARKET SURVEY DATA AND INTERNAL ANALYSIS BASED ON NORWALK HOSPITAL ASSOCIATION'S SALARY RANGES. FORM 990, PART VI, LINE 19 - GOVERNING DOCUMENTS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY & FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER FEES FOR SERVICES (NON-EMPLOYEES) OTHER FEES $4,748,499 DETAILS AS FOLLOWS: COLLECTION EXPENSE $9,154 OUTSIDE SERVICES $1,239,888 PERSONNEL RECRUITING $29,063 EMPLOYEE TRAINING $6,278 OUTSIDE SERVICES PROF $236,054 IHC/FMS PASS THRU SAL/BEN $2,186,716 TEMPORARY HELP $216,434 PHYSICIANS $824,912 FORM 990, PART XI, LINE 9 - OTHER CHANGES IN NET ASSETS OR FUND BALANCES THE AMOUNT ON PART XI, LINE 9, $5,302,411, REPRESENTS TRANSFERS FROM NORWALK HEALTH SERVICES CORP. (PARENT) TO NHP&S.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.