Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (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 VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 0 | 0 | 116,269 | 124,878 | 0 | 241,147 |
| 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...... | 161,667,754 | 163,973,312 | 166,651,343 | 210,333,153 | 243,036,209 | 945,661,771 |
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513... | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | |||||
| 6 | Total. Add lines 1 through 5. | 161,667,754 | 163,973,312 | 166,767,612 | 210,458,031 | 243,036,209 | 945,902,918 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 945,902,918 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 161,667,754 | 163,973,312 | 166,767,612 | 210,458,031 | 243,036,209 | 945,902,918 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 349,325 | 329,788 | 378,269 | 447,711 | 457,341 | 1,962,434 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 178,017 | 181,467 | 216,950 | 311,763 | 888,197 | |
| c | Add lines 10a and 10b. | 349,325 | 507,805 | 559,736 | 664,661 | 769,104 | 2,850,631 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 0 | |||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 162,017,079 | 164,481,117 | 167,327,348 | 211,122,692 | 243,805,313 | 948,753,549 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part 1, Line #1 and Part III, Line #1 | and strive to be aware of and respond to our patients' needs. We support a commitment to advance the health and well-being of people in our community be delivering quality care, participating in medical research, and medical residency programs and the provision of medical services to patients. |
| Form 990, Part VI Lines 12A, 13 & 14 | The policies exist at the parent level, which are followed by each entity and are approved by the parent board, but not each individual board. This excludes the record retention policy, which is approved only by the parent audit committee. |
| Form 990, Part VII (Addt'l Information) | For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: All amounts in column F, of Part VII, "Estimated Amount of Other Compensation" represents benefits, and do not reflect any compensation for which the average amount of time worked can be reflected. |
| Form 990, Part III, Line 4D - Other Program Services Description | All other program services include surgery, oncology, psychology, OBGYN, pain management and administration. |
| Form 990, Part VI, Line 4 | Significant Changes to Organizational Documents The following significant changes were made to the bylaws of Western Connecticut Medical Group for the fiscal year ended September 30, 2016: Section 3. This section of the bylaws outlines the committees of the Board of Directors and their powers and responsibilities. This section was amended to delete certain requirements of the Finance Committee as outlined in section 3.4. Additionally, section 3.6 was added to create a physician compensation committee. |
| Form 990, Part VI, Line 6 | Explanation of Classes of Members or Shareholder The Corporation's sole member is Western Connecticut Health Network, Inc. |
| Form 990, Part VI, Line 7a | How Members or Shareholders Elect Governing Body Western Connecticut Health Network, Inc (the "Member") shall have the exclusive right (i)to elect the Corporation's board of directors and to appoint individuals to fill vacancies on the board of directors; (ii)amend the bylaws of the Corporation; and (iii)to remove any director with or without cause. |
| Form 990, Part VI, Line 7b | Decisions of Governing Body Approval by Members or Shareholders Fundamental changes are subject to the approval of the Member (Western Connecticut Health Network, Inc), the directors, by the affirmative vote of no less than two-thirds of all directors present required to (a) amend certificate of incorporation (b) transfer substantially all the Corporations assets to, or merge the Corporation (c) sell or mortgage substantially all the Corporations assets (d) dissolve the Corporation. |
| Form 990, Part VI, Line 11b | Form 990 Review Process The organization provides a copy of the completed Form 990 to the Network audit committee for review. The forms are reviewed by WCMG chief financial officer, WCMG president and WCMG executive director. Ernst & Young conducts a review of the return for completeness and accuracy. Prior to the 990 being filed with the IRS, the Board will receive a full and accurate copy on a secured website for their review. |
| Form 990, Part VI, Line 12c | Explanation of Monitoring and Enforcement of Conflicts The Organization's Process for Monitoring and Enforcing Conflicts of Interest The Western Connecticut Health Network and its affiliates' (The Network) Conflict of Interest Policy provides that annually, its Representatives shall sign a statement affirming that they disclosed all potential conflicts, as documented in the Conflict of Interest Policy. In addition, General Counsel is part of the routine contracts review process and watches for potential conflicts with any of The Network's Representatives. Who Is Covered By the Policy The Network's Conflict of Interest Policy covers each director, officer, physician and manager of The Network, also referred to as "Representatives". Level At Which Determinations of Whether There Is a Conflict In connection with any actual or possible conflict of interest, an interested person must disclose the facts of the conflict. The Compliance Officer and the Audit Committee review and evaluate each disclosure to determine if there is a conflict of interest. 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 exist. Level That Reviews and Determines What To Do If There Is a Conflict After exercising due diligence the full Board would determine what actions should be taken for all conflicts by Officers and Directors. Any conflicts occurring by a manager are reviewed by the Compliance Committee to determine what further action should be taken. Restrictions on The Conflicted Person No director having a conflict of interest on any matter shall vote on that matter or be counted in determining the quorum for the meeting at which the vote is taken, even when permitted by law. No Representative having a conflict of interest on any matter shall use his or her personal influence on the matter. If the Board of Directors, in its sole discretion, determines that any Representative has conflicts of interest sufficient in number and/or importance that the effectiveness of such individual on behalf of The Network may be significantly impaired, the Board may ask the individual to resign. |
| Form 990, Part VI, Line 15b | Compensation Review & Approval Process- Officers & Key Employees WCMG's compensation for officers and Key employees follows WCHN compensation program guidelines for performance based compensation. To meet Western Connecticut Health Network Inc.'s total compensation objectives for executives, the following survey sources are used for comparison purposes: -Blend of national Confidential Source, IHS, and Hay Group points, healthcare data (where data available), plus 15% geographic differential. Title match data cuts selected based on revenue size. -For Physician executives, surveys covering physician compensation in accredited medical schools (AAMC) are used in combination with proprietary surveys compiled by nationally known consulting firm, Sullivan Cotter and the Medical Group Management Association (MGMA). Western Connecticut Health Network, Inc. targets cash compensation at market competitive levels. Base salary plus short-term (annual) incentive awards (total cash) approximate a range between the 50th and 75th percentile for total cash compensation. Executive performance is expected to meet or exceed predetermined operational and financial metrics. Other factors, such as competitive market forces, job performance, unique qualifications, and/or individual job responsibilities are also considered in Western Connecticut Health Network, Inc's executive compensation decisions. Roles of the Compensation Committee and Key Executives in the Executive Compensation Process - The Compensation Committee in consultation with the CEO and the SVP Human Resources (HR) selects the outside compensation consultants. The current consultant is the Korn Ferry Hay Group, whose purpose is to provide a valid independent assessment of the relevant market rates and pay practices for healthcare executives, physician executives and for physicians in general. - The compensation consulting firm compiles appropriate market data, job evaluation and ranking information for all executives and physicians of the organization, excluding the CEO, and will supply this material to the CEO and SVP HR for review and agreement. Once the report is final, it will be supplied to the Compensation Committee for their consideration and acceptance. -The Compensation Committee determines the CEO's salary based on overall performance and market data supplied by the outside compensation consultant. The last executive compensation evaluation by an outside consultant was done in December, 2016. |
| Form 990, Part VI, Line 19 | Other Organization Documents Publicly Available The governing documents, conflict of interest policy and financial statements are available to the public upon request. |
| Form 990, Part VII | Compensation Explanation -James McClane (eff 1/2016) James McClane became a Director effective 1/1/2016. -Dennis Meighan (eff 1/2016) Dennis Meighan became a Director effective 1/1/2016. -Andrew Keller (eff 3/2016) Andrew Keller became CMO effective 3/2016. -Thomas Linhares (to 6/2015) Thomas Linhares was Executive Director until 6/2015. -Michael Grey, M.D. (to 3/2016) Michael Grey was CMO until 3/2016. -Richard Gemming (eff 4/2016) Richard Gemming became Executive Director effective 4/2016. |
| Form 990, Part XI, Line 9 | Other Changes In Net Assets or Fund Balances Transfer to Equity for Danbury Hospital Intercompany ..... $9,466,199 |
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