III. Proposal Content and Qualifications/Capabilities of Respondent s Organization
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1 III. Proposal Content and Qualifications/Capabilities of Respondent s Organization III.1. Overview of HealthONE/HCA The business or businesses in which respondent and/or the respondent s affiliates are currently engaged and number of years of substantial hospital operational experience it can bring to the Health System through its operations, management and governance. If the response is by a joint venture of one or more parties, each of the descriptions (#2-#8) below should be answered by each venture partner. Each respondent must be prepared to guarantee the Commitments set forth in Section V of this Memorandum and so state in the response. Overview of HealthONE (Also see Exhibits A & B) HCA-HealthONE, LLC ( HealthONE ) has a long and trusted reputation for providing exceptional care that consistently demonstrates quality and safety outcomes and positively impacts patients, employees and the community. HealthONE owns and operates the largest health care system in the metro Denver area with more than 9,000 employees and 3,000 affiliated physicians. HealthONE hospitals have served the citizens in our communities for more than 130 years with St. Luke s, more than 85 years with Presbyterian Denver, more than 105 years with Swedish, and more than 60 years with Rose. Today, HealthONE includes: The Medical Center of Aurora; North Suburban Medical Center; Presbyterian/St. Luke s Medical Center ( P/SL ) & Rocky Mountain Hospital for Children; Rose Medical Center; Sky Ridge Medical Center; Swedish Medical Center; Spalding Rehabilitation Hospital; Centennial Medical Plaza (affiliated with The Medical Center of Aurora); Swedish Southwest ER (affiliated with Swedish Medical Center); 14 stand-alone ambulatory surgery centers; 8 occupational medicine & rehabilitation clinics; 21 outpatient imaging centers; more than a dozen specialty clinics; two free-standing radiation oncology centers and AirLife-Denver, which provides critical care air and ground transportation across an eight-state region. For more information on HealthONE, please visit our website at Special Focus on HealthONE s Rocky Mountain Hospital for Children HealthONE is committed to providing high quality, high service care for high-risk mothers, infants, children and teens. Rocky Mountain Hospital for Children ( RMHC ) is the name for pediatric services throughout the HealthONE system. All HealthONE hospitals have provided pediatric care as part of their services for decades. However, in recent years HealthONE has made significant investments in pediatric care creating RMHC, and now serving as the largest collaborative team of private practice pediatric specialists, neonatal and maternal-fetal specialists available in the Rocky Mountain region. We partner with more than 300 community pediatricians and family medicine physicians affiliated with our hospitals and RMHC to deliver specialized care to children in our community. 1
2 In September, 2010, HealthONE opened its $150 million pediatric anchor facility, RMHC at P/SL. The 160,000-square-foot facility includes: 63 pediatric beds; 84 NICU beds; the region s most advanced operating rooms for pediatric surgery; dedicated emergency, imaging and endoscopy departments; numerous patient amenities such as the Ronald McDonald House Family Resource Room and a special room for teen patients; and a 75,000-square-foot pediatric physician office building. Due to the dramatic growth in pediatric specialty care in the past 18 months, RMHC at P/SL is currently doubling its pediatric intensive care unit and relocating and renovating its 84-bed Level IIIC NICU. RMHC has expanded access to health care for children in metro Denver, as well as the surrounding eight-state, region and gives parents and primary pediatricians and family medicine doctors a choice in where and how they receive care. The RMHC Model for Pediatric Care RMHC offers a partnership approach to pediatric, neonatal and perinatal care. Whenever appropriate, care for children is delivered in close collaboration with their primary doctor (pediatrician or family medicine) in a familiar, close-to-home setting, providing a better experience for the children and their parents. The RMHC model is anchored in delivering the highest levels of quality and service. Through a rigorous affiliation process, all hospitals associated with RMHC agree to provide consistent, high-quality, and experienced pediatric care by adhering to a comprehensive set of guidelines and requirements, thus creating the RMHC Family of Care. RMHC s physician-led quality management team developed these standards and actively monitors clinical quality measures, patient satisfaction, physician participation, protocols and procedures and clinical training at all facilities. Children and their parents experience the same clinical training at each of our facilities, and thus the same clinical and service excellence whenever the RMHC name is attached to the local hospital s pediatric service. Physicians on staff at RMHC facilities, all fully trained and board-certified, have chosen to treat patients in a private practice setting rather than in an academic medical organization. Fast Facts about Rocky Mountain Hospital for Children RMHC family of hospitals has more than 300 affiliated physicians, providing pediatriccentered care in virtually all pediatric specialties. RMHC family of hospitals physicians are board-certified pediatric specialists, including 24/7 pediatric emergency physicians, 24/7 hospitalists, 24/7 intensivists, radiologists, pathologists and anesthesiologists. RMHC at P/SL features a Pediatric Cancer Center, Heart Center, Minimally Invasive and General Surgery Operating Rooms, Pediatric Emergency Department, Neurosciences Institute, a Spine/Orthopedics Center and Diagnostic Imaging Center. RMHC at P/SL is the largest Level IIIC Neonatal Intensive Care Unit in the Rocky Mountain Region and has the most experienced team of maternal-fetal specialists. 2
3 RMHC at P/SL has pediatric intensivists, hospitalists, and emergency room physicians in-house 24/7. RMHC at P/SL in an international leader in Minimally Invasive and Incisionless Surgery, with the largest number of minimally invasive procedures performed on newborns and infants and more pediatric laparoscopic anti-reflux procedures than any other hospital in the world. Improving Health in our Region HealthONE is proud of its longstanding commitment to our rural and urban healthcare partners across the Rocky Mountain Region. We are improving care by sharing our best practices in implementing programs, technologies and new processes medically proven to improve quality care of patients. From emar, the electronic bar-coding system for reducing medication errors, to perinatal initiatives to ensure high-quality care of our smallest patients through advanced training of nurses and better processes for safety, HealthONE is proud to have been first in our region to adopt many such advancements. We have has a strong history of and passion for investing in clinical programs and services to exceed the Rocky Mountain s expectations for the highest quality of care and access. As an integrated healthcare system with exceptional quality and patient outcomes, HealthONE is a best practice benchmark for healthcare delivery across the nation. Among our most recent accomplishments, AirLife Denver was named 2010 Air Medical Program of the Year among international programs by the Association of Air Medical Services, and Spalding Rehabilitation Hospital was named as Best of 2011 Rehabilitation Hospitals by Rehab Management Magazine. Throughout 2010 and 2011 despite the ongoing sluggish economy HealthONE has remained steadfast in its commitment to improving the health and lives of our patients, our employees, our physicians and clinicians, and our communities. Our employees and staff show their commitment day-in and day-out, not only through providing the highest quality, safe care to our patients and their families, but also beyond our campuses, helping our neighbors across our communities in many ways. Outside the metro area, we expanded access to care in rural communities across our eight-state region. The HealthONE Stroke Care Network extended expert neurology coverage through telemedicine to more than 23 sites in urban and rural Colorado. In addition to cardiac, neurology and many other specialties, our pediatric physicians also travel to see children in rural communities so families have exceptional care closest to home. HealthONE s physicians, nurses and clinicians provided nearly $98 million in 2010 in unpaid medical costs (not charges) to treat the indigent, uninsured and under-insured; provided an additional $43 million in uncompensated Medicaid care (costs that exceeded reimbursements); paid $71.1 million in state and local sales and property taxes and FICA; and supported more than 150 community and nonprofit organizations annually that enrich our communities and strengthen 3
4 families ranging from the annual Veteran s Salute Luncheon and Boys and Girls Clubs, to various health, economic development, and arts and cultural organizations. Through HealthONE s 16-year partnership with The Colorado Health Foundation ( TCHF ), TCHF has invested and will continue to invest millions of dollars annually to improve the health of Colorado citizens. HealthONE hospitals and facilities have contributed more than $4 million for community health improvement services (such as in-kind donations of medicine, supplies and volunteers; free health seminars and education; nurse triage telephone service; car seat and bike helmet checks; and other free or below-cost programs). We invested more than $8.4 million in health professionals education and another $1.4 million toward research. Finally, we contributed $3.8 million in staff time and contributions for community building activities beyond our own walls. All told, 2010 saw the people of HealthONE contribute more than $190.4 million in community benefit. *See Community Benefit Report on Exhibit D. Our hospitals seek to attain specialty accreditations by national medical organizations which substantiate our investments in advanced staff training, proven processes and technologies, to raise the level of care. Our specialty accreditations include: The Joint Commission Advanced Primary Stroke Centers at Swedish and The Medical Center of Aurora; Chest Pain Centers at Aurora, Centennial Medical Plaza, Rose and Sky Ridge; four Bariatric Surgery Centers of Excellence by the American Society for Metabolic and Bariatric Surgery at Rose, Sky Ridge, P/SL and Swedish. 4
5 Presbyterian/St. Luke s is the only Colorado hospital to have earned a 3-year Accreditation with Commendation from the Commission on Cancer; P/SL also is one of the nation s Top-50 Cardiovascular Hospitals as cited by Thomson Reuters Top 100 Hospitals. US News & World Report selected Rose as the top community hospital in the Denver area, with 10 specialties listed as high performing, in its 2011 Best Hospitals ranking. The Medical Center of Aurora is Magnet designated, among less than 7% of all hospitals in the U.S. that have demonstrated the ability to attract and retain top talent, improve patient care, safety and satisfaction, foster a collaborative culture, and contribute to a facility s business growth and financial success. Additionally, Spalding Rehabilitation Hospital, the first licensed rehab hospital in Colorado, is the only CARF-accredited (Commission on Accreditation of Rehabilitation Facilities) hospital in the state, and has an additional Brain Injury CARF accreditation for our one-of-a-kind controlled stimulation neurological unit. Spalding also provides a Brain Injury Support Group for Family, Survivors, and Caregivers. HealthONE also has invested in unique care centers that offer residents in our 8-state region hard-to-find specialty services, such as: bone marrow transplant; kidney transplant and limb preservation (Denver Center for Extremities at Risk) at Presbyterian/St. Luke s; The Chiari Care Center at The Medical Center of Aurora, serving more than 600 patients locally, nationally and internationally with comprehensive care for Chiari malformation, syringomyelia and tethered cord syndrome. For a full listing of HealthONE s accreditations, see section IV.7.c. Helping Rural Providers Improve Care Closer to Home In addition to providing access to higher levels of specialty care at our HealthONE facilities, physicians and staff from our accredited centers travel to rural and outlying communities to educate and train physicians and nurses to benefit their local patients. HealthONE invests in over 500 flights a year so our physicians and staff may travel to about 100 communities to offer education courses for medical professionals in rural communities. When communities report a need for specialists not available locally, HealthONE physicians and staff travel to rural hospitals to offer hundreds of patient clinics per year so patients do not have to travel long distances for care. HealthONE professionals also bring advanced life safety training to rural areas, including S.T.A.B.L.E, to learn to identify issues in infants such as sugar levels, airway blockages and blood pressure; Neonatal Advanced Life Safety (NALS) and Pediatric Advanced Life Safety (PALS) for EMS professionals, nurses and physicians in rural areas so they can better respond to critical needs of patients where they are. HealthONE recently established HealthONE University as a single, easily accessed resource for online and DVD-based Continuing Medical Education for providers in rural areas who would not otherwise have access to essential up-to-date training or who are unable to attend on-site education. Rural providers further benefit by our creation of Access HealthONE, a center offering physicians in our 8-state region a single phone number to call when they need to speak with specialists to consult about their local patients. Access HealthONE facilitated 215 physician-to- 5
6 physician consults in its first 6 months of operations this year, and another 3,346 consults with specialists to transport patients who needed to come to Denver for care not available locally. HealthONE is committed to improving local care and passionately transfers patients back to their home communities as soon as they are clinically capable of receiving care closest to home. Reducing Injuries and Long-Term Disability HealthONE Emergency Departments have achieved Level I, Level II and Level III trauma status to provide care for patients suffering the most serious injuries. Staff from our trauma centers also provide trauma, neurotrauma, and orthopedic trauma injury prevention education throughout Colorado and in New Mexico. They work closely with EMS agencies to train and educate about enhancing care to trauma victims to improve their outcomes. HealthONE staff and physicians, working with EMS providers, have also developed Cardiac Alert SM and Stroke Alert SM. These programs offer specialized training so first responders can identify and begin treatment of patients suffering heart attacks and stroke in the field. The programs also ensure specialists are ready at the Emergency Department to enable faster treatment to reduce long-term impacts on patients. Our staff has traveled across the region to help local EMS and hospitals implement the programs thus improving heart attack and stroke care for those communities. Growing Access Through HealthONE s joint partnership with HCA and the Colorado Health Foundation ( ), the system invested more than $1.5 billion in improvements to its hospitals, clinics and services. We opened Sky Ridge Medical Center in 2003, the first hospital to serve the people of Douglas County. In 2011 alone, we will have invested more than $130 million for the benefit of our patients, physicians and employees. HealthONE was first in the region to build free-standing ERs, in the suburban communities of Centennial and Lakewood, and in 2012 will add another for the Northeast Thornton area, where no emergency services presently exist without a 25-minute drive. Because community need for behavioral health continues to increase particularly as facilities close across the state we plan to open a new inpatient psychiatric unit in late We also know that many procedures that were only done in-hospital with inpatient stays a generation ago, today can be done safely in an outpatient setting so our hospitals have adjusted to this evolution. Today we serve many patients in our outpatient centers, which include Colorado s largest networks of Ambulatory Surgical Centers (14) and Outpatient Imaging Centers (21) making it more convenient for patients to access health care closer to home. Since 1983, HealthONE s AirLife Denver has provided air and ground critical care transports for more than 50,000 adult and pediatric patients across our 8-state region. We have special dedicated Flight Teams with specially trained nurses and staff for Neonatal Intensive Care, High- Risk OB and Stroke patients to ensure specialists accompany patients during transports. AirLife operates 3 helicopters across Colorado, is adding a 4 th helicopter in southern Wyoming, and has two Fixed Wing aircraft (Lear jet) capabilities for longer distance transport needs. HealthONE 6
7 offers transports of patients from regional hospitals regardless of ability to pay and when clinically appropriate for patients to go home, our first priority is to get them transferred back home or to their local hospital. And, in 2010, Rocky Mountain Hospital for Children at P/SL launched First Call for Children, a 24/7 nurse advice call line for people with questions about sick or injured children. Saving Lives Realizing that access to sub-specialists was increasingly difficult due to physician shortages, HealthONE launched a telemedicine program that has grown to become the largest network for Stroke Care regionally. HealthONE Stroke Care Network includes 23 cameras and computers in metro, suburban and rural Emergency Departments. We plan to further support our rural hospital partners by placing 20 additional telemedicine systems in Critical Access Hospitals across the region. To date, nearly 700 patients experiencing stroke symptoms have gone to their local ER and, through telemedicine robots, were seen immediately by our experienced stroke neurologists at the bedside. This has shortened time to treatment using the clot-busting drug tpa to less than 60 minutes, which in some patients can reverse long-term effects of stroke. Highly trained stroke specialists use this technology to triage and treat appropriate patients. Only patients that require a higher level of care are transferred out of their community hospital. In fact, 60% of the stroke telemedicine consults stay in their community hospital and do not have to be transferred. These sophisticated computers and camera robots have been so successful for stroke treatment that HealthONE is expanding its telemedicine program to include behavioral health consults and access to pediatric intensive care specialists. Access to Research We believe it is important to help patients access new or developing treatments for serious conditions, including clinical research trials. HealthONE has participated directly and with our private practice specialists on many clinical trials and research efforts in a variety of areas, ranging from cardiology and oncology, to neurosciences, spine and orthopedic care. In oncology, we are affiliated with the Sarah Cannon Research Institute and we have a long partnership with the Colorado Neurological Institute (CNI) for neuroscience research. CNI is currently facilitating 37 clinical trials in the areas of movement disorders, brain and spinal tumors, stroke, interventional neuroradiology and epilepsy. HealthONE has also long maintained an Institutional Review Board (IRB), which operates within HealthONE s Clinical Research Compliance Department to review proposed clinical protocols and support research. Training New Doctors In the past 15 years alone, HealthONE has invested more than $50 million in unreimbursed Graduate Medical Education, physician residencies and internships, and medical school training at Swedish, P/SL, Rose, The Medical Center of Aurora and Sky Ridge supporting more than 1,300 physicians. HealthONE operates a transitional medicine internship, as well as one internal medicine and two family medicine residency clinics serving patients. 7
8 Serving All Patients HealthONE provided nearly $98 million in 2010 in unpaid medical costs (not charges) to treat the indigent, uninsured and under-insured. This includes free or charity care to our poorest patients (200% of federal poverty level); uninsured discounts to patients whose incomes are too high to qualify for Medicaid but also cannot afford insurance; and bad debt by those who do not pay. This does not include the $43 million in uncovered costs of Medicaid, the government s health program for poor that does not pay physicians, hospitals and other providers the full cost of care. We also honor our military and their families by participating in TriCare (participating through the TriWest Health Alliance, sponsored by the University of Colorado Hospital system and their affiliated physician group). HealthONE provides 10,000 TriCare patients each year with inpatient, emergency and outpatient services. Serving the Underserved HealthONE understands that not everyone has excellent access to physicians and facilities because of their location or indigent/medicaid status. That is why we provide support to health clinics that treat indigent and Medicaid patients, such as Doctor s Care, Clinica Tepeyac and Clinica Campesina. We also are a longstanding partner with Rocky Mountain Youth Clinics, an organization on the P/SL campus, to host school-based clinics to improve the health of children who lack access to preventive and acute health care. HealthONE donated to Rocky Mountain Youth its first mobile medical van; our physicians also provide pro bono care, and HealthONE continues to subsidize services for children treated at the clinics. HealthONE provides space in our Rocky Mountain Hospital for Children at P/SL facility for Ronald McDonald House to support patient families who do not have a place to stay and cannot afford additional residence while their child undergoes a course of treatment. HealthONE also has donated land for a new Ronald McDonald House in Aurora, which exclusively serves patient families at Children s Hospital, a competing facility. Similarly, we support Judi s House on our campuses and in Denver to provide unique bereavement programs for children who have lost parents through illness or violence. Enhancing Health, Culture and Economy for Stronger Communities HealthONE supports more than 150 community and nonprofit organizations annually that enrich our communities and strengthen families ranging from the annual Veteran s Salute Luncheon and Boys and Girls Clubs, to improving mass transit, various economic development programs, reducing obesity, and expanding arts and cultural opportunities. Overall, HealthONE invests nearly $20 million per year in community health education, health professional education (which amount does not include graduate medical education), research, charitable contributions, and community-building activities beyond our campuses. Among the nationally-acclaimed programs within HealthONE is the Rocky Mountain Youth Sports Medicine Institute s Youth Concussion Program. Developed by RMYSMI physicians and 8
9 staff, the Youth Concussion Program includes free training to school and community athletic trainers and coaches to better recognize and manage concussion among young athletes. The Denver Broncos and NFL recognized the benefit for athletes and hosts regional training for trainers and coaches, relying on our RMYSMI experts to education about concussion management. This has resulted in significant awareness of identifying concussions and preventing long-term injuries in kids. History of HealthONE The HealthONE system was created in 1995 as a joint venture between affiliates of HCA Holdings, Inc. ( HCA ) and The Colorado Health Foundation ( TCHF ). The system now includes seven Denver area hospitals: The Medical Center of Aurora; North Suburban Medical Center; Presbyterian/St. Luke s Medical Center; Rose Medical Center; Swedish Medical Center; and Spalding Rehabilitation Hospital, which were contributed by their respective owners, and Sky Ridge Medical Center, which was opened in The aggregate enterprise value of HealthONE at its inception was approximately $910 million. From the outset, HCA affiliates held a 60% ownership interest in the joint venture and TCHF held a 40% interest although board governance of the joint venture was split equally between the two parties. Beginning last year, the TCHF Board of Directors initiated a strategic, financial and mission analysis of their continuing ownership interest in HealthONE, and determined that it could better enhance its charitable mission by selling its 40% equity interest to HCA for fair market value. Following months of intensive dialogue with Attorney General Suthers and Deputy Attorney General Blue, the Attorney General concluded that, while the Hospital Transfer Act did not apply to the proposed transaction, he would exercise his common law authority and evaluate the transaction as if it were the sale of nonprofit hospitals to a for-profit under Part 4 of the Transfer Act. Following two days of public hearings, the Attorney General approved the transaction, finding that the transaction: 1) was in the public interest and strongly supported by public opinion, 2) would maintain current access to the health care services for the communities affected by the transaction, 3) resulted in a fair market value purchase price of $1.45 billion being paid to TCHF for its interest, 4) had no conflicts of interest, and 5) would enable TCHF to maintain and expand its charitable mission as a result thereof. The independent valuation of HealthONE s aggregate assets obtained by the Attorney General affirmed the fair market value of the transaction with an enterprise value of at least $3.6 billion, or approximately four times the initial 1996 value of the system. Overview of HCA (also see Exhibit C) MISSION & VALUES STATEMENT: Above all else, we are committed to the care and improvement of human life. In recognition of this commitment, we strive to deliver high quality, cost effective healthcare in the communities we serve. In pursuit of our mission, we believe the following value statements are essential and timeless. 9
10 We recognize and affirm the unique and intrinsic worth of each individual. We treat all those we serve with compassion and kindness. We act with absolute honesty, integrity and fairness in the way we conduct our business and the way we live our lives. We trust our colleagues as valuable members of our healthcare team and pledge to treat one another with loyalty, respect and dignity. HCA owns and operates 164 hospitals (with approximately 42,000 beds) and 111 freestanding surgery centers in 20 states and London, England. HCA is dedicated to providing health care services that meet each community's local health care needs. HCA seeks to integrate various services to deliver patient care with maximum quality and efficiency. HCA s approach includes focusing on quality; streamlining operations; sharing technology, equipment and personnel where appropriate; and using economies of scale when contracting for medical supplies and administrative services. For more information on HCA, please visit our website at HCA History In the 1960s, Dr. Thomas Frist, Sr. led an effort by a group of physicians to build Park View Hospital in Nashville, Tenn. By the mid-1960s, Dr. Frist and other Park View physicians were seeking a group to manage the hospital and provide capital to expand and to maintain the latest medical technology. In 1968, Dr. Frist, Jack C. Massey and Dr. Thomas Frist, Jr. formed their own hospital management company Hospital Corporation of America, today known simply as HCA. Soon HCA decided to expand the scope of its efforts by assembling a group of hospitals in order to create economies of scale and enhance the quality of care in communities across the country. One of the nation's first hospital companies, HCA worked closely with local physicians and used innovative business practices and private capital to improve quality and reduce costs. The organization grew rapidly, building new hospitals in underserved communities, acquiring facilities and contracting to manage hospitals for other owners. Using its financial resources, management expertise and medical background, HCA focused on a core group of market-leading hospitals, an operating strategy it continues to employ today. Currently, Richard M. Bracken serves as Chairman and Chief Executive Officer of HCA, and R. Milton Johnson is the company s President and Chief Financial Officer. HCA's Strategy Includes: Putting patients first quality and service Investing in our communities Focusing on leading hospitals in core communities Improving local operations through efficient use of resources Building strong physician relationships. 10
11 We are the largest non-governmental hospital operator in the U.S. and a leading comprehensive, integrated provider of health care and related services. We provide these services through a network of acute care hospitals, outpatient facilities, clinics and other patient care delivery settings. As a result of our efforts to establish significant market share in large and growing urban markets with attractive demographic and economic profiles, we currently have a substantial presence in 14 of the top 25 fastest growing markets, with populations greater than 500,000 in the U.S., and currently maintain the first or second position, based on inpatient admissions, in many of the key communities we serve. We believe our ability to successfully position and grow our facilities in attractive markets and implement our operating plan has contributed to the strength of our financial performance over the last several years. For the six months ended June 30, 2011, we generated revenues of $16.1 billion, net income attributable to HCA of $469 million, and Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of $3 billion. Our patients-first strategy is to provide high-quality health care services in a cost-efficient manner. We build upon our history by maintaining our dedication to quality care, increasing our presence in key communities through expansion, strategic partnerships and acquisitions, joint ventures, leveraging our scale and infrastructure, and further developing our physician and employee relationships. We believe pursuing these core elements of our strategy helps us develop a faster-growing, more stable and more profitable business and increases our relevance to patients, physicians, payers and employers. Using our scale, significant resources and over 40 years of operating experience, we have developed a significant management and support infrastructure. Some of the key components of our support infrastructure include a revenue cycle management organization, a health care group purchasing organization ("GPO"), an information technology and services provider, a nurse staffing agency, and a medical malpractice insurance underwriter. These shared services have helped us to maximize our cash collection efficiency, achieve savings in purchasing through our scale, more rapidly deploy information technology upgrades, more effectively manage our labor pool, and achieve greater stability in malpractice insurance premiums. Collectively, these components have helped us to further enhance our operating effectiveness, cost efficiency and overall financial results. We have also created a subsidiary, Parallon Business Solutions, that offers certain of these component services to other health care companies. Since the founding of our business in 1968 as a single-facility hospital company, we have demonstrated an ability to consistently innovate and grow during varying economic and regulatory climates. Under the leadership of an experienced senior management team, whose tenure at HCA averages more than 20 years, we have established an extensive record of providing high-quality care, expanding our services, building our financial strength and efficiently and strategically allocating capital spending. We believe well-capitalized, comprehensive and integrated health care delivery providers are well-positioned to benefit from the current industry trends, some of which include: Aging Population and Continued Growth in the Need for Health Care Services. According to the U.S. Census Bureau, the demographic age group of people aged 65 and over is expected to experience compounded annual growth of 3.0% over the next 20 years, and constitute 19.3% of the total U.S. population by The Centers for Medicare & Medicaid Services ("CMS") 11
12 projects continued increases in hospital services based on the aging of the U.S. population, advances in medical procedures, expansion of health coverage, increasing consumer demand for expanded medical services and increased prevalence of chronic conditions such as diabetes, heart disease and obesity. We believe these factors will continue to drive increased utilization of health care services and the need for comprehensive integrated hospital networks that can provide a wide array of essential and sophisticated health care. Continued Evolution of Quality-Based Reimbursement Favors Large-Scale, Comprehensive and Integrated Providers. We believe the U.S. health care system is continuing to evolve in ways that favor large-scale, comprehensive and integrated providers that provide high levels of quality care. Specifically, we believe there are a number of initiatives that will continue to gain importance in the foreseeable future, including introduction of value-based payment methodologies tied to performance, quality and coordination of care, implementation of integrated electronic health records and information, and an increasing ability for patients and consumers to make choices about all aspects of health care. We believe our company is well positioned to respond to these emerging trends and has the resources, expertise and flexibility necessary to adapt in a timely manner to the changing health care regulatory and reimbursement environment. Impact of Health Reform Law. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law"), will change how health care services are covered, delivered and reimbursed. It will do so through expanded coverage of uninsured individuals, significant reductions in the growth of Medicare program payments, material decreases in Medicare and Medicaid disproportionate share hospital ("DSH") payments, and the establishment of programs where reimbursement is tied in part to quality and integration. The Health Reform Law, as enacted, is expected to expand health insurance coverage to approximately 32 to 34 million additional individuals through a combination of public program expansion and private sector health insurance reforms. We believe the expansion of private sector and Medicaid coverage will, over time, increase our reimbursement related to providing services to individuals who were previously uninsured. On the other hand, the reductions in the growth in Medicare payments and the decreases in DSH payments will adversely affect our government reimbursement. Because of the many variables involved, including pending court challenges, the potential for changes to the law as a result and efforts to amend or repeal the law, we are unable to predict the net impact of the Health Reform Law on us; however, we believe our experienced management team, emphasis on quality care and diverse service offerings will enable us to capitalize on the opportunities presented by the Health Reform Law, as well as adapt in a timely manner to its challenges. HCA s Competitive Strengths Largest Comprehensive, Integrated Health Care Delivery System. We are the largest nongovernmental hospital operator in the U.S., providing approximately 4% to 5% of all U.S. hospital services through our national footprint. The scope and scale of our operations, evidenced by the types of facilities we operate, the diverse medical specialties we offer and the numerous patient care access points we provide enable us to provide a comprehensive range of health care services in a cost-effective manner. As a result, we believe the breadth of our 12
13 organization is a competitive advantage in the marketplace enabling us to attract patients, physicians and clinical staff while also providing significant economies of scale and increasing our relevance with commercial payers. Reputation for High-Quality Patient-Centered Care. Since our founding, we have maintained an unwavering focus on patients and clinical outcomes. In addition to being committed to the care and improvement of human life, we believe clinical quality influences physician and patient choices about health care delivery. We align our quality initiatives throughout the organization by engaging corporate, local, physician and nurse leaders to share best practices and develop standards for delivering high-quality care. We have invested extensively in quality of care initiatives, with an emphasis on implementing information technology and adopting industrywide best practices and clinical protocols. As a result of these efforts, we have achieved significant progress in clinical quality. As measured by the CMS clinical core measures reported on the CMS Hospital Compare website and based on publicly available data for the twelve months ended September 30, 2010, our hospitals achieved a composite score of 98.6% of the CMS core measures versus the national average of 95.7%, making us among the top performing major health systems in the U.S. In addition, as required by the Health Reform Law, CMS will establish a value-based purchasing system and will adjust hospital payment rates based on hospital-acquired conditions and hospital readmissions. We also believe our quality initiatives favorably position us in a payment environment that is increasingly performance-based. Scale and Infrastructure Drive Cost Savings and Efficiencies. Our scale allows us to leverage our support infrastructure to achieve significant cost savings and operating efficiencies, thereby driving our financial strength. We strategically manage our supply chain through centralized purchasing and supply warehouses, as well as our revenue cycle through centralized billing, collections and health information management functions. We also manage the provision of information technology through a combination of centralized systems with regional service support, as well as centralize many other clinical and corporate functions, creating economies of scale in managing expenses and business processes. In addition to the cost savings and operating efficiencies, this support infrastructure simultaneously generates revenue from third parties that utilize our services. Capital Investment. In order to expand the range and improve the quality of services provided at our facilities, we invested over $7.5 billion in our facilities and information technology systems over the five-year period ended June 30, We believe our significant capital investments in these areas will continue to improve care and service, attract new and returning patients, attract and retain high-quality physicians, maximize cost efficiencies and address the health care needs of our local communities. Furthermore, we believe our information systems, as well as electronic health record infrastructure, national research and physician management capabilities, provide a strategic advantage by enhancing our ability to capitalize on anticipated incentives through the Health Information Technology for Economic and Clinical Health Act ("HITECH") provisions of the American Recovery and Reinvestment Act of 2009 ("ARRA"). This positions us well in an environment that increasingly emphasizes quality, transparency and coordination of care. Achieve Industry-Leading Performance in Clinical and Satisfaction Measures. Achieving high levels of patient safety, patient satisfaction and clinical quality are central goals of our organization. To achieve these goals, we have implemented a number of initiatives, including 13
14 infection reduction initiatives, hospitalist programs, advanced health information technology, and evidence-based medicine programs. We routinely analyze operational practices from our bestperforming hospitals to identify ways to implement organization-wide performance improvements and reduce clinical variation. We believe these initiatives will continue to improve patient care, help us achieve cost efficiencies, grow our revenues and favorably position us in an environment where our communities, patients and physicians are increasingly focused on quality, efficacy and efficiency. Recruit and Employ Physicians to Meet Need for High Quality Health Services. We depend on the quality and dedication of the health care providers and other team members who serve at our facilities. We believe a critical component of our strategy is our ability to successfully recruit and strategically collaborate with physicians and other professionals to provide high quality care. We attract and retain physicians by providing high quality, convenient facilities with advanced technology, by expanding our specialty services and by building our outpatient operations. We believe our continued investment in the employment, recruitment and retention of physicians will improve the quality of care at our facilities. Continue to Leverage Our Scale and Community Positions to Enhance Our Financial Strength. We believe there is significant opportunity to continue to grow the profitability of our organization by fully leveraging the scale and scope of the company. We are currently pursuing next-generation performance improvement initiatives, such as contracting for services on a multistate basis, and expanding our support infrastructure for additional clinical and support functions, such as physician credentialing, medical transcription and electronic medical recordkeeping. We believe our centrally-managed business processes and ability to leverage cost-saving practices across our extensive network will enable us to continue to manage costs effectively. Our subsidiary, Parallon Business Solutions, leverages key components of our support infrastructure, including revenue cycle management, health care group purchasing, supply chain management and staffing functions, by offering these services to other hospital companies. Selectively Pursue a Disciplined Growth Strategy. We continue to believe there are significant growth opportunities in the communities we serve. We will continue to provide financial and operational resources to successfully execute on our in-market opportunities. To complement our in-market growth agenda, we focus on selectively developing, leasing, partnering or acquiring new hospitals, outpatient facilities and other health care service providers. We believe the challenges faced by the hospital industry may spur consolidation and we believe our quality focus, size, scale, national presence and access to capital will position us well to participate in any such consolidation. We have a strong record of successfully partnering, leasing or acquiring and integrating hospitals and entering into joint ventures, and we intend to continue leveraging this experience. 14
15 III.2. Legal Organization The organizational structure or structures under which such business or businesses are conducted (including joint ventures and partnerships and the current scope of services. The organizational flowchart below illustrates our legal structure. HCA-HealthOne, LLC Partial Organization Chart (Contains Relevant Portions Only) 10/31/2011 Legend All Ownership at 100% unless otherwise indicated HCA Holdings, Inc. Entity Taxed as Partnership (Multi-Member LLC or LP) Entity Taxed as a Corporation HCA Inc. Entity Disregarded from its owner for federal income tax purposes (Single Member LLC) Healthtrust, Inc. - The Hospital Company Galen Holdco, LLC Hospital Corp, LLC Colorado Galen Health Health Virginia Services Systems, Hospital (Delaware, Inc.) Inc. Corporation Galen of Healthone New American Columbine Medical Surgico, Aurora, of Denver, Rose Holding Medicorp Psychiatric Care America, LLC Inc. Inc. Company, Inc. Development Center, Inc. LLC Company Percengage Ownership % % % % % % % % % HCA- HealthOne, LLC HealthONE owns and operates directly all of its Denver hospitals, except for Spalding Rehabilitation Hospital, which is owned by a HealthONE wholly-owned subsidiary. Other Denver HealthONE facilities, including surgery centers, clinics and imaging centers, are owned and operated by subsidiaries of HealthONE and in some cases are joint ventured with third parties. III.3. Legal Entity for Transaction The legal entity that will enter into an agreement with the City regarding the transaction. HCA-HealthONE LLC is the legal entity that will enter into an agreement with the City. 15
16 III.4. Legal Entity for Operations The legal entity or entities that will own, operate or hold any required licenses for the delivery of health care services at the Health System sites. We expect to create a subsidiary of HCA-HealthONE LLC, which will own and operate Memorial Health System assets. HCA-HealthONE LLC will establish a separate local board of trustees for this new subsidiary, as more fully described in section IV.3 below. III.5. HealthONE Qualifications In response, please provide the following information if available: III.5.a. An organizational chart of the respondent s organization; Jeff Dorsey CEO Charles Gressle SVP Strategy, Devl. & Phys. Greg D Argonne CFO (Division) Judy Hatch ECO Becky Adix VP HR Kevin Kucera Director Real Estate Len Kalm Regional VP SP&A John Hill CEO TMCA Elizabeth Carver Snr. Ops Counsel Chris Wobensmith CIO George Bussey, MD CMO Lindy Garvin Quality Improvements & Pt. Safety Mary Berrigan VP Operations Molly Hagan VP Strageic Planning & Impl. Will Simtham VP Physician Servs./ Clinics David Roy VP Ambulatory Surgery Tom Evans Controller Hospital CFO s Bob Vasil Reimbursement (Division) Lisa Haugan Sr. Compensation Analyst Jim Johnston AVP Managed Care Gov t Programs Ron Snow VP Managed Care Ron Liggett Managed Care Contract Modeling Jennifer Alderfer CEO NSMC Mimi Roberson CEO PS/L Ken Feiler CEO RMC Mary Travis Suzette Pulliam Dir. Credntials/ Verification Julie Lundquist AVP Quality & Pt. Safety Sheila Bengston Dir. Productivity Mngmt. Suzanne Stone-Griffith AVP Emergency Services & EMS Linda Kanamine VP Public Affiars/ Marketing Mike Riley VP Regional & National Sales Steve Gross CEO PAS (Richmond) Tina Snapp Dir. Case Management Maureen Tarrant CEO SRMC Cindy Kreutz CEO Spalding Division Director Melanie Chatham Dir. Leadership Development-HCA Western Group Lisa Ruiz VP Neuro Care Chris Radella AVP Operations Mary White CEO SMC Roy Olpin VP Cancer Care VP Women s Care VP Heart Care VP Imaging III.5.b. A description of respondent s experience with the type of transaction proposed: In the last ten years (and 2011 year-to-date), HCA affiliates have completed in excess of 134 acquisitions or divestitures of hospitals, ambulatory surgery centers, outpatient diagnostic facilities, and similar businesses, in transactions aggregating in excess of $4.3 billion. Accordingly, HCA has teams of professionals who are experienced in all aspects of guiding a 16
17 transaction of this nature to a successful conclusion and a successful future, including skills in transitioning operations designed to ensure no disruption to patient care. III.5.c. Specific measures of quality of care in organizations with which it is affiliated, owns or operates, including specific historical performance against national and regional benchmarks in measurements of quality of care provided (e.g. thirty (30) day readmission rates); HCA and HealthONE are leaders in implementing programs, technologies and new processes medically proven to improve quality care. From emar, the electronic bar-coding system for reducing medication errors, to perinatal initiatives to ensure high-quality care for our smallest patients, HealthONE is proud to have been first in our region to adopt many such industryleading advancements to enhance clinical best practices. The federal government requires all hospitals to publicly report important data that reflect quality of care. Some with the most important impacts on patients are CMS (Medicare) CORE Measures, which look at processes of care for heart attack, heart failure, pneumonia and surgical care. These indicators are evidence-based data that illuminates how effective healthcare providers are in reducing patient complications, mortality and costs, and improving outcomes and satisfaction. HealthONE is proud to lead the Rocky Mountain region and nation in these CORE Measures. The most recent data posted by the US Centers for Medicare and Medicaid Services (CMS), shows every HealthONE acute care hospital ranks higher than our metro Denver and Colorado Springs counterparts in Overall Recommended Care and in Overall Surgical Care. (see charts) *Data Source: CMS-Hospital Compare. The Composite score is calculated using The Joint Commission methodology. The sum of all measure numerators divided by the sum of all denominators is converted to a percentage score
18 Core Measures: Overall Recommended Care 1Q 2010 through 4Q2010 *Rose, Swedish, North Suburban, PS/L, Sky Ridge and Medical Center of Aurora are HealthONE hospitals Core Measures: Overall Surgical Care 1Q Q 2010 *Swedish, North Suburban, Medical Center of Aurora, P/SL, Rose and Sky Ridge are HealthONE hospitals 18
19 III.5.d. Respondent s tax status; HCA is a for-profit, publicly-traded taxable corporation. HealthONE is a limited liability company, wholly-owned by HCA, and is also a tax-paying entity. III.5.e. Members of its governing body, including names and addresses of officers and directors or trustees; See below, Section III.5.g. III.5.f. Stockholders or members; See chart under Section III.2. 19
20 III.5.g. Management, including key management personnel; OFFICERS AND MANAGERS OF HCA-HEALTHONE LLC * Samuel N. Hazen President One Park Plaza Nashville, TN Jeff Dorsey Senior Vice President 4900 South Monaco Street, Ste. 380 Denver, CO Jon Foster Senior Vice President 98 San Jacinto Blvd., Ste Austin, TX * Donald W. Stinnett Senior Vice President One Park Plaza Nashville, TN Robert A. Waterman Senior Vice President One Park Plaza Nashville, TN David G. Anderson Vice President and Treasurer One Park Plaza Nashville, TN Elizabeth R. Carver Vice President 4900 South Monaco Street, Ste. 380 Denver, CO Greg D Argonne Vice President 4900 South Monaco Street, Ste. 380 Denver, CO *John M. Franck II Vice President and Assistant Secretary One Park Plaza Nashville, TN Rick Shallcross Vice President One Park Plaza Nashville, TN Joseph A. Sowell Vice President One Park Plaza Nashville, TN *Managers 20
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