Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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 | |||||
| (A)
DANBURY HOSPITAL |
060646597 | 3 | Yes | 0 | 0 | |
| (B)
DANBURY & NEW MILFORD HOSP FDN |
237425557 | 7 | No | 0 | 0 | |
| (C)
WESTERN CT HEALTH NETWORK AFFILIATES INC |
222594968 | 10 | No | 0 | 0 | |
| (D)
WESTERN CONNECTICUT HOME CARE INC |
060655138 | 10 | No | 0 | 0 | |
| (E)
NUVANCE HEALTH MED PRACTICE CT INC |
061137531 | 10 | No | 0 | 0 | |
| (F)
EASTERN NY MEDICAL SERVICES |
455431389 | 10 | No | 0 | 0 | |
| (G)
NORWALK HOSPITAL ASSOCIATION |
066068853 | 3 | Yes | 0 | 0 | |
| (H)
NORWALK HOSPITAL FOUNDATION |
222277707 | 7 | No | 0 | 0 | |
|
Total 8
|
0 | 0 | ||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 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 2019 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-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| PART I, LINE 12G | THE CORPORATION OPERATES A HEALTH CARE SYSTEM PRIMARILY SERVING CONNECTICUT, AND IS THE SOLE MEMBER OF TWO LICENSED ACUTE CARE HOSPITALS AND DIRECTLY OR INDIRECTLY CONTROLS CERTAIN OTHER ENTITIES THAT PROVIDE AND SUPPORT HEALTH CARE AND HEALTH CARE-RELATED SERVICES. AS PART OF ITS NONMONETARY SUPPORT, THE CORPORATION PROVIDES OPERATIONAL SUPPORT, IN CONJUNCTION WITH ITS PARENT ORGANIZATION NUVANCE HEALTH, TO BOTH DANBURY AND NORWALK HOSPITALS AND THEIR TAX-EXEMPT RELATED ORGANIZATIONS. |
| PART IV, SECTION A, LINE 1 | DESCRIPTION OF HOW SUPPORTED ORGANIZATIONS ARE DESIGNATED: THE ORGANIZATIONS ARE MENTIONED IN THE CERTIFICATE OF INCORPORATION OF WCHN UNDER PURPOSES: "TO BENEFIT, PERFORM THE FUNCTIONS OF, CARRY OUT THE PURPOSES OF, AND UPHOLD, PROMOTE AND FURTHER THE WELFARE, PROGRAMS AND ACTIVITIES OF THE HOSPITALS AND THOSE CHARITABLE ORGANIZATIONS THAT ARE FROM TIME TO TIME AFFILIATED WITH THE HOSPITALS." |
| PART IV, SECTION C, LINE 1 | CONTROL OR MANAGEMENT OF SUPPORTED ORGANIZATIONS: AS THE PARENT ORGANIZATION, WESTERN CONNECTICUT HEALTH NETWORK, INC. PROVIDES SERVICES SUCH AS SUPPORT, SETTING STANDARDS FOR ITS AFFILIATES AND SUBSIDIARIES, INSURING FINANCIAL SOUNDNESS BY OTHER THAN MONETARY SUPPORT AND ESTABLISHING NEW PROGRAMS AND SERVICES CONSISTENT WITH THEIR MISSION. |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | RICHARD G. JABARA AND ERVIN R. SHAMES HAVE A BUSINESS RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS WERE UPDATED AS A RESULT OF THE MERGER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. AND HEALTH QUEST SYSTEMS, INC. ON 4/1/19. AS A RESULT OF THE MERGER, NUVANCE HEALTH BECAME THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. |
| FORM 990, PART VI, SECTION A, LINE 6 | NUVANCE HEALTH IS THE SOLE MEMBER OF WESTERN CONNECTICUT HEALTH NETWORK, INC. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM USING INFORMATION PROVIDED BY THE ORGANIZATION AND A DRAFT FORM 990 IS REVIEWED BY INTERNAL MANAGEMENT. A COMPLETE DRAFT IS THEN POSTED TO AN INTRANET SITE FOR NUVANCE BOARD MEMBERS, THE ULTIMATE PARENT OF THE ORGANIZATION, TO REVIEW PRIOR TO FILING. THE FORM 990 IS THEN SIGNED AND FILED WITH THE IRS. |
| FORM 990, PART VI, SECTION B, LINE 12C | OFFICERS, TRUSTEES/DIRECTORS, KEY EMPLOYEES AND OTHER DISQUALIFIED PERSONS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. RESPONSES ARE REVIEWED BY THE CHIEF COMPLIANCE, AUDIT & PRIVACY OFFICER. AFTER A POTENTIAL CONFLICT OF INTEREST IS DISCLOSED ALONG WITH ALL RELATED MATERIAL FACTS, THE BOARD PROCEEDS TO DISCUSS AND DETERMINE THROUGH A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. IF THE INTERESTED PERSON IS PRESENT AT THE START OF THE DISCUSSION, HE OR SHE MAY ANSWER QUESTIONS RELATED TO THE MATTER AND PROVIDE ADDITIONAL, RELEVANT FACTS BUT IS REQUIRED TO LEAVE THE MEETING DURING DELIBERATIONS REGARDING WHETHER AN ACTUAL CONFLICT OR DUALITY OF INTEREST EXISTS. FORM 990, PART VI, SECTION B, LINE 14: THE ORGANIZATION FOLLOWS A RECORD RETENTION POLICY THAT HAS BEEN APPROVED ONLY BY THE AUDIT COMMITTEE, NOT THE FULL BOARD. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION REVIEW & APPROVAL PROCESS - CEO & TOP MANAGEMENT: COMPENSATION OF CEO: NUVANCE HEALTH'S EXECUTIVE TOTAL REWARDS PHILOSOPHY IS DESIGNED TO ALIGN WITH THE COMPANY'S STRATEGIC DIRECTION, AND TO REINFORCE ITS CORE MISSION, VISION AND VALUES. IN ORDER TO ACHIEVE ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH PROVIDES TOTAL REWARDS PROGRAMS THAT RECOGNIZE EXECUTIVES FOR PERFORMING WORK WELL TO ENSURE THE ACHIEVEMENT OF COMPANY GOALS. THESE PROGRAMS SERVE TO PROMOTE THE ATTRACTION, ENGAGEMENT, AND RETENTION OF TALENTED EXECUTIVES THROUGHOUT THEIR CAREERS WITH NUVANCE HEALTH. THE TOTAL REWARDS PROGRAMS ARE DESIGNED TO BE MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES REFLECTIVE OF BEST PRACTICES, AND DIFFERENTIATED TO CREATE STRONG COMPETITIVE ADVANTAGE. TOTAL REWARDS PROGRAMS ARE REVIEWED ON AN ONGOING BASIS TO ENSURE CONTINUED MARKET COMPETITIVENESS, RELEVANT VALUE TO EXECUTIVES, AND FISCAL RESPONSIBILITY. TOTAL REWARDS FOR NUVANCE HEALTH EXECUTIVES CONSISTS OF KEY COMPONENTS OF COMPENSATION AND BENEFITS. IN ORDER TO ACHIEVE ITS MISSION AND ITS OVERALL PERFORMANCE OBJECTIVES, NUVANCE HEALTH EMPLOYS A PERFORMANCE-BASED TOTAL COMPENSATION PROGRAM THAT IS MARKET COMPETITIVE, COMPLIANT WITH REGULATORY GUIDELINES, AND REPRESENTATIVE OF BEST PRACTICES. TO MEET NUVANCE HEALTH'S TOTAL COMPENSATION OBJECTIVES, THE FOLLOWING SURVEY SOURCES ARE USED FOR COMPARISON PURPOSES: BLEND OF NATIONAL CONFIDENTIAL SOURCE, INTEGRATED HEALTH STRATEGIES (IHS), MERCER, SULLIVAN COTTER, PLUS 18% GEOGRAPHICAL DIFFERENTIAL. TITLE MATCH DATA CUTS SELECTED BASED ON REVENUE SIZE. NUVANCE HEALTH TARGETS CASH COMPENSATION AT MARKET COMPETITIVE LEVELS. BASE SALARY PLUS SHORT-TERM (ANNUAL) INCENTIVE AWARDS (TOTAL CASH) AT 62.5 PERCENTILE FOR TOTAL CASH COMPENSATION. 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 NUVANCE HEALTH'S COMPENSATION DECISIONS. ROLE OF THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF NUVANCE HEALTH: PROCESS: THE EXECUTIVE COMPENSATION COMMITTEE WITH THE NUVANCE HEALTH PRESIDENT & CEO AND THE CHIEF OF HUMAN RESOURCES SELECTS THE OUTSIDE COMPENSATION CONSULTANTS. THE CURRENT CONSULTANT IS WILLIS TOWERS WATSON, WHOSE PURPOSE IS TO PROVIDE A VALID INDEPENDENT ASSESSMENT OF THE RELEVANT MARKET RATES AND PAY PRACTICES. THE EXECUTIVE COMPENSATION COMMITEE DETERMINES THE EXECUTIVES' SALARY BASED ON OVERALL PERFORMANCE AND MARKET DATA SUPPLIED BY THE OUTSIDE MARKET CONSULTANT. LAST ASSESSEMENT WAS DONE IN THE FALL 2020. COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES: COMPENSATION REVIEW AND APPROVAL PROCESS IS IDENTICAL TO THE PROCESS FOR THE CEO. |
| FORM 990, PART VI, SECTION C, 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 VI, SECTION B, LINE 14 | DOCUMENT RETENTION AND DESTRUCTION POLICY: THE ORGANIZATION FOLLOWS A POLICY THAT HAS BEEN REVIEWED AND APPROVED BY THE AUDIT COMMITTEE OF THE ORGANIZATION, BUT NOT THE FULL BOARD OF DIRECTORS. |
| FORM 990, PART VII ADDITIONAL 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. ALL AMOUNTS IN COLUMN F OF PART VII, "ESTIMATED AMOUNT OF OTHER COMPENSATION", REPRESENT BENEFITS AND DO NOT REFLECT ANY COMPENSATION FOR WHICH THE AVERAGE AMOUNT OF TIME WORKED CAN BE REFLECTED. |
| FORM 990, PART VII POSITION CHANGES: | ROBERT FRIEDBERG WAS AN OFFICER UNTIL DECEMBER 11, 2019. KERRY EATON BECAME A KEY EMPLOYEE ON DECEMBER 11, 2019 CAROLYN MCKENNA BECAME THE SECRETARY ON JANUARY 1, 2020. |
| FORM 990, PART IX, LINE 11G | PURCHASE SERVICES: PROGRAM SERVICE EXPENSES 9,459,533. MANAGEMENT AND GENERAL EXPENSES 6,311,612. TOTAL EXPENSES 15,771,145. |
| FORM 990, PART XI, LINE 9: | EQUITY TRANSFER FROM DH-W/O OF INTERCOMPANY 45,812,000. EQUITY TRANSFER FROM NHA-W/O OF INTERCOMPANY 29,505,000. WCHN PENSION ADJUSTMENT -19,673,918. NUVANCE INSURANCE COMPANY PREMIUM TRANSFER 1,255,109. K-1 NE PURCHASING COALITION -427,013. TRANSFER OF ANTENNAE REVENUE TO DH 383,641. OTHER ADJUSTMENT -1,567. |
| Software ID: | |
| Software Version: |