AAIM Perspectives. AAIM Perspectives

AAIM Perspectives AAIM Perspectives AAIM is the largest academically focused specialty organization representing departments of internal medicine at medical schools and teaching hospitals in the United States and Canada. As a consortium of five organizations, AAIM represents department chairs and chiefs; clerkship, residency, and fellowship program directors; division chiefs; and academic and business administrators as well as other faculty and staff in departments of internal medicine and their divisions. Yale-New Haven Hospital s Planning and Execution of a Complex Hospital Acquisition Richard D Aquila, MPH, a,b William J. Aseltyne, Esq, a,b Abe Lopman, MBA, a,b Jillian Jweinat, MS, a Teresa Ciaccio, BA, c Matthew J. Comerford, MBA c a Yale-New Haven Hospital, New Haven, Conn; b Smilow Cancer Hospital at Yale-New Haven, New Haven, Conn; c Alvarez and Marsal Healthcare Industry Group, LLC, New York, NY. Health reform is expected to substantially accelerate the current trend of hospital consolidations and integrations. The number of hospital mergers or acquisitions announced in 2009, 2010, and 2011 were 80, 125, and 156, respectively. 1 Of those announcements, 52, 72, and 90 resulted in deals. 1 By way of example, in 1994, Brigham and Women s Hospital and Massachusetts General Hospital merged, and 2 of the state s largest health maintenance organizations Harvard Community Health Plan and Pilgrim Health Care merged. 2 On February 1, 2010, Northwestern Memorial Health- Care closed on its agreement to wholly own Lake County s Lake Forest Hospital, making it Northwestern Funding: None. Conflict of Interest: None. Authorship: Each person listed as an author fulfilled the criteria for authorship established by the International Committee of Medical Journal Editors in their statement of Uniform Requirements for Manuscripts Submitted to Biomedical Journals. Each author substantially contributed to the conception and design, analysis and interpretation of data; drafted the article and revised it critically for important intellectual content; and provided final approval of the version submitted to The American Journal of Medicine. Any opinions, findings, conclusions, and recommendations expressed in this material are those of the authors and do not necessarily reflect the views of Yale-New Haven Hospital, Smilow Cancer Hospital at Yale-New Haven, and Alvarez and Marsal Healthcare Industry Group, LLC. Requests for reprints should be addressed to Richard D Aquila, MPH, Yale-New Haven Hospital, 20 York Street, Clinic Building 1096, New Haven, CT 06510. E-mail address: richard.d aquila@ynhh.org Lake Forest Hospital. 3 On March 1, 2012, Mayo Clinic acquired all of the assets of 231-bed Satilla Regional Medical Center. The hospital now operates as Mayo Clinic Health System in Waycross, Georgia. 4 As such, a new set of buyers and sellers have changed the merger-and-acquisition market over the past 20 years. In 2011, Yale-New Haven Hospital (YNHH) and the Hospital of Saint Raphael (HSR) were competitors separated by only 6 blocks in New Haven, Connecticut. YNHH was a 1008-bed, not-for-profit academic medical center that included Yale-New Haven Children s Hospital, Smilow Cancer Hospital at Yale-New Haven, and Yale-New Haven Psychiatric Hospital. As the primary teaching hospital for the Yale School of Medicine and the flagship hospital for Yale New Haven Health System, YNHH experienced growth in excess of projections, resulting in significant capacity constraints. HSR was a 511-bed, Catholic, community teaching hospital affiliated with the Yale School of Medicine. As the centerpiece of the Saint Raphael Healthcare System, HSR included the 122-bed Sister Anne Virginie Grimes Health Center, a short- and long-term rehabilitation center. HSR experienced declining patient volumes and its future financial state was in question. In March 2011, YNHH and HSR signed a letter of intent to explore integration, followed by a definitive agreement in September 2011. After an extensive review process, the acquisition was permitted to proceed by the Federal Trade Commission and the Connecticut Attorney General. It was approved by the Connecticut 0002-9343/$ -see front matter Ó 2013 Alliance for Academic Internal Medicine. All rights reserved. http://dx.doi.org/10.1016/j.amjmed.2013.04.006

D Aquila et al Execution of a Complex Hospital Acquisition 745 Office of Health Care Access in June 2012. The transaction was effective on September 12, 2012. The integration allowed YNHH to provide the region with more coordinated care, to reduce the redundancy of clinical and administrative services and financial investments, and to become more efficient. It also gave YNHH 511 much-needed beds and provided financial stability for HSR. The acquisition allowed YNHH to avoid an estimated $650 million investment in a new patient tower to address these constraints. Proceeds from the $160 million transaction allowed HSR to pay off its debt and address its pension liabilities. This article describes the precise execution of a methodological, tool-based pre-close planning and transition activities approach which began 9 months in advance of the closing date to transition YNHH and HSR into a single hospital with over 12,000 employees, 1519 beds, and 2 main campuses. PERSPECTIVES VIEWPOINTS Execute a carefully orchestrated and methodological approach to pre-close planning and transition activities. Orchestrate engagement, participation, and accountability at all levels of leadership between 2 organizations for a complex integration project. Focus on Day 1 pillars of continuity of operations, payments, supply procurement, and receipts. Implementation Leadership. The President and Chief Operating Officer and the Senior Vice President of Operations at YNHH led the pre-close planning and transition activities. They were supported by a Leadership Team at YNHH and HSR. Both groups met on a weekly basis to make decisions, resolve issues, and manage risks (Table 1). The integration planning process organized the work efforts into specific task-focused teams led by members of senior management and members of A&M. The teams were held accountable for preparing plans and working with A&M to validate plans (Table 1). Business Cases and Work Plans. A&M inherited 37 business cases that addressed timing, resources, and interdependencies from a previous consulting firm. A&M developed an additional 5 business cases, and created work plans associated with each of the 42 business cases. Each work plan listed the synergy value to be realized via labor and non-labor expenses. METHODS Third-Party Assistance Due to antitrust restrictions, YNHH and HSR functioned as competitors until the transaction closed. An independent third party, therefore, was needed to review competitive information and to include it in the transition planning. Alvarez and Marsal Healthcare Industry Group, LLC (A&M) was selected due to their experience in mergers and acquisitions, regulatory preparations, and integration management to serve as a third party to handle competitive information between YNHH and HSR as well as to support a yearlong 3-phase implementation planning approach. Phase One: Pre-Close Planning (mid-january to mid-march) Phase One was dedicated to identifying critical activities and goals surrounding the acquisition and integration of YNHH and HSR. Detailed work plans were created for leadership and discussed with regulators. The overall strategy and direction for the integration team was established and included the following 4 Day 1 pillars for the transaction: Providing safe patient care; Compensating and providing benefits for employees; Ordering and receiving necessary supplies; and Allowing billing and collection. Phase Two: Pre-Close Activities (mid-march to mid-september) The focus in Phase Two shifted from creating to enacting work plans in an effort to achieve Day 1 readiness. A&M and the YNHH and HSR Leadership Teams assigned responsibility for pre-close tasks to different departments and individuals. communication between affected parties helped to maintain a list of percentage complete, outstanding tasks, and potential risks that enabled the teams to assess and confirm Day 1 readiness. Collaborative Workshops. Joint management workshops gave both YNHH and HSR an opportunity to test Day 1 readiness and determine what areas were left to be assessed. Workshops enabled discussion with workstreams around possible issues that could arise with the incorporation of the new campus into the YNHH operations, and posed various Day 1 scenarios, identifying potential difficulties on and after the acquisition date. Dashboard Tools. In order to assess the readiness of the entities as a whole throughout the pre-close process, a Dashboard tool was produced to keep track of organizational progress and due dates (Figure 1). The Dashboard tool rated each pre-close activity on a scale ranging from on track or complete, to past due, to causing delay of the date of acquisition. A&M updated the

746 The American Journal of Medicine, Vol 126, No 8, August 2013 Table 1 Detail Executive Leadership Group members Hospital of Saint Raphael Leadership Team members Task-focused teams Detail of Executive Leadership Group, Hospital of Saint Raphael Leadership Team, and Task-Focused Teams Members President and Chief Operating Officer, Yale-New Haven Hospital/Executive Vice President, Yale New Haven Health System (Chair) Chief Executive Officer, Yale-New Haven Hospital/President and Chief Executive Officer, Yale New Haven Health System Chief Financial Officer and Senior Vice President for Finance, Yale-New Haven Hospital/Executive Vice President of Corporate and Financial Services, Yale New Haven Health System Executive Vice President of Strategy and System Development, Yale New Haven Health System Chief Medical Officer and Senior Vice President for Medical Affairs, Yale-New Haven Hospital/Senior Vice President of Medical Affairs, Yale New Haven Health System Chief Information Officer, Yale New Haven Health System Senior Vice President of Human Resources, Yale-New Haven Hospital/Senior Vice President of Human Resources, Yale New Haven Health System Senior Vice President of Legal Services and General Counsel, Yale New Haven Health System Senior Vice President of Public Affairs, Yale New Haven Health System Senior Vice President and Chief Nursing Officer, Yale-New Haven Hospital Staff: Management Analyst, Yale-New Haven Hospital Executive Vice President of Strategy and System Development, Yale New Haven Health System (Chair) President and Chief Executive Officer, Hospital of Saint Raphael President and Chief Operating Officer, Yale-New Haven Hospital/Executive Vice President, Yale New Haven Health System Chief Financial Officer and Senior Vice President for Finance, Yale-New Haven Hospital/Executive Vice President of Corporate and Financial Services, Yale New Haven Health System Senior Vice President of Legal Services and General Counsel, Yale New Haven Health System Senior Vice President of Finance, Yale New Haven Health System Senior Vice President of Operations, Yale-New Haven Hospital/Executive Director, Smilow Cancer Hospital at Yale-New Haven Vice President of Supply Chain, Yale New Haven Health System Vice President of System Compensation and Benefits, Yale New Haven Health System Vice President of Finance, Hospital of Saint Raphael Vice President of Strategy and System Development, Hospital of Saint Raphael Assistant General Counsel, Yale New Haven Health System General Counsel, Hospital of Saint Raphael Staff: Alvarez & Marsal Healthcare Industry Group, LLC/Management Analyst, Yale-New Haven Hospital Culture Employee Transition Finance/Operations Information Technology Services Applications Marketing/Communication Materials Management Nursing Other Clinical Operations Physicians Revenue Cycle/Reimbursement Sister Anne Virginie Grimes Health Center Technology Union Contracts Dashboard weekly and incorporated feedback from YNHH leadership. Depending on the departmental status, efforts were refocused to ensure that all areas would be ready for the closing date. The Dashboard reports were integrated into leadership group reports. Employee and Contract Trackers. Attrition increased at HSR after the transaction was announced, making real-time staff assessments and analyses essential. A&M developed an Employee Tracker, which contained competitive and personal data of the employees at HSR (Figure 2). The Employee Tracker was used as the sole source of information for labor synergy assessments and the information technology build of the new employees into the payroll system. Additionally, A&M developed a Contract Tracker to

D Aquila et al Execution of a Complex Hospital Acquisition 747 Figure 1 Operational Readiness/Risk Management Dashboard. SDK ¼ Software Development Kit; HSR ¼ Hospital of Saint Raphael; ED ¼ Emergency Department; IP ¼ Inpatient; OP ¼ Outpatient; NGS ¼ National Government Services; DSS ¼ Department of Social Services.

748 The American Journal of Medicine, Vol 126, No 8, August 2013 Figure 2 Employee Tracker. identify and assign Day 1 action plans for active contracts at HSR, allowing for a financial non-labor analysis (Figure 3). HSR physician contracts and billing data were summarized in the aggregate by A&M and shared with YNHH leadership. New offer letters and terms were created and sent to all HSR physicians, both employed and contracted, before the closing date. Phase Three: First 100 Days (mid-september to December) Phase Three s integration efforts continued to require active involvement and oversight by the newly formed YNHH management team and A&M. Position control and vacancy management measures were installed to balance the needs of patient safety and clinical quality with the expected financial savings of the acquisition.

D Aquila et al Execution of a Complex Hospital Acquisition 749 Figure 3 Contract Tracker. Similarly, contract management processes and protocols were installed to manage contracts of the combined entity, including vendors, physicians, grants, and leases. Management Office. An Management Office was established to handle all issues related to the acquisition that arose past Day 1. The focus of the Management Office s efforts was immediate stabilization of the corporate service, clinical, and nonclinical environments for the 2 campuses under a unified system. Communication Efforts. Rigorous, around-the-clock open forums and meetings with employees, initiated before Day 1, served as a medium to discuss major issues about the acquisition and integration. Celebration events occurred from Day 1 to Day 7 of the go-live. Additionally, a bright and positive Healthier Together public information campaign was employed to reassure the public that the transaction would lead to better service to the community. Command Center. A command center structure, which included help centers for human resources, information technology support, and general logistics on a 24-hour per day basis, was employed until all aspects of the go-live were stabilized. Synergy Scorecard. A Synergy Scorecard provided financial updates to the new unified YNHH Management Team (Figure 4). The Synergy Scorecard tracked non-labor, labor, and operational effectiveness savings related to the acquisition. The ongoing process of contract review and other corporate synergies allowed the YNHH Leadership Team to continue discovering financial savings of the integration.

750 The American Journal of Medicine, Vol 126, No 8, August 2013 Figure 4 Synergy Scorecard. PR ¼ Public Relations; WC ¼ Workers Compensation; HIM ¼ Health Information Management.

D Aquila et al Execution of a Complex Hospital Acquisition 751 Map. An integration map listed short- and intermediate-term visions as communicated in some form with every constituency group. The integration map articulated broad goals of the unified hospital, including locations of services, with patient care benefits and estimated monetary savings. Organized by department and initiative, a semiannual timeline of integration activities brought the map from the closing date through 3 years after; the expected time it would take for YNHH to reach its steady state post integration (Supplementary Table, online). RESULTS When the transaction became effective, the 2 campuses became known as the York Street Campus (originally YNHH) and the Saint Raphael Campus (originally HSR) of one unified YNHH. Phase One: Pre-Close Planning The implementation leadership utilized the work plans as guidance on all major decisions around the integration strategy. Accountable leadership managed integration actions associated with their respective departments and took on an active role in identifying additional labor and non-labor means of achieving synergy savings. The 4 Day 1 pillars were achieved. Phase Two: Pre-Close Activities The management teams at both campuses experienced leadership building activities as a single team. Collaborative workshops developed an agility capability required to handle expected and unexpected situations and served as the first opportunity for the 2 management teams to work together towards cultural integration. Additionally, the application of humor in these workshops energized and stimulated creative thinking. The measures, due dates, and status updates in the Dashboard tool allowed accountable parties to visualize problem areas and reach resolutions. The Employee Tracker provided the information technology team with the employee information necessary to input into Lawson (Lawson Software Inc., Little Falls, NJ), the major support software used to feed the payroll, online application, timekeeping, review, and benefit determination systems. It allowed for onboarding and filling employee positions before the closing date, one of many examples of elaborate workarounds due to antitrust restrictions prohibiting YNHH s direct access of HSR s competitive information. Over 3496 employees were transitioned onto the YNHH payroll and properly paid in the first payroll cycle. Moreover, 115 contracts were identified as non-assignable and remained contracts of the historical HSR; 627 were reviewed and designated as terminate, assign, or continue to reevaluate post-acquisition. Vendor reassignments were issued and returned for all contracts that would be kept on past Day 1. Phase Three: First 100 Days The Saint Raphael Campus and its affiliated websites, offsite locations, and vehicles were rebranded to be included and recognized as YNHH. Additionally, YNHH was able to normalize 1274 policies and procedures and reorganize management structures throughout its departments and ambulatory clinics. The command center was able to scale back its resources within 48 hours due to the overall preparedness of the organization. The synergy scorecard was revised to include acquisition goals of labor and non-labor synergy savings as well as to maintain up-to-date information on actual realized savings from the labor reductions in each payroll and contract fees as they expired or were terminated. A short-term growth strategy was developed for the Saint Raphael Campus. Transfers of appropriate general medicine patients to the Saint Raphael Campus took place. Inpatient unit renovations began so that 58 new beds could open by the end of Spring 2013. YNHH collaborated with local physician groups and ambulance companies to direct appropriate admissions to the Saint Raphael Campus. YNHH began to use 90 non-operational beds in closed wings at the Saint Raphael Campus, initiating the resource sharing between the campuses by staffing them with employees from both campuses. The census increased at the Saint Raphael Campus and patient transfers between the 2 campuses ensured that the York Street Campus was not overflowing. The Map continued to guide the combined organization from the immediate stabilization post-acquisition activities to steady-state integration. DISCUSSION Successes and Difficulties The most seasoned leadership team members in both organizations led and remained involved in the day-today operations of the pre-close planning and transition activities. Both beginning the acquisition integration efforts 9 months prior to the transaction closing date, and following a 3-phase implementation planning approach, resulted in structured work efforts. The 4 Day 1 pillars served as guidance throughout the entire transaction. Following the establishment of objectives (function), the structure of the transition was established (form). As such, form followed function. Despite these successes, it was challenging to integrate both hospitals under a single regulatory umbrella by aligning policies and procedures, medical bylaws, physician credentialing, and quality agendas due to the sheer volume of work. Relation to Other Evidence The University of Dallas Graduate School of Management s survey of 124 managers and executives from 21

752 The American Journal of Medicine, Vol 126, No 8, August 2013 different industries identified communication as one of the most common aspects of merger and acquisition integration needing improvement. 5 Becker s Hospital Review stated that hospital leaders can create effective and strategic communications during a merger or acquisition through communicating a shared vision. 6 In a survey of Forbes 500 Chief Financial Officers, incompatible cultures was identified as the top factor contributing to the failure of mergers and acquisitions. 7 YNHH and HSR s senior management teams created a significant nonfinancial opportunity by communicating a new vision of the future destination hospital to the employees and community members in advance of and throughout the transaction, which was readily embraced. Galpin and Herndon 5 described 4 areas for which separate but interrelated measurement processes must be managed continually during merger and acquisition integrations: integration measures, operational measures, process and cultural measures, and financial measures. With the support of A&M, YNHH and HSR developed sufficient mechanisms for tracking and reporting on these 4 areas from a variety of distinctly different types of tools. As such, both organizations were able to determine if the transaction was proceeding according to plan and highlight the need for course corrections. Future analysis should further focus on integration success versus acquisition success. Although the measure of acquisition success was based on the operational continuance and the 4 pillars being upheld, the measure of integration for the 2 hospitals is still ongoing and a lengthier process. Limitations YNHH and HSR functioned as competitors until the transaction closed. YNHH was prohibited access to HSR s competitive information including financial, vendor master, accounts receivable, and contract data. Due to information sharing barriers, a third party reviewed detailed information and provided aggregate information to allow for directional decision making. However, the use of a third party 9 months prior to and 3 months following the transaction closing may not be an approach that is generalizable to other health care organizations. CONCLUSION The acquisition of HSR by YNHH brought many benefits to the patients of both hospitals and the community. By combining YNHH, a rapidly growing destination hospital with significant capacity constraints, with HSR, a high-quality hospital facing declining admissions and financial challenges, the acquisition permitted the integration of inpatient and outpatient services across the 2 campuses. The York Street Campus was able to relieve its crowded conditions immediately by making use of excess capacity at the Saint Raphael Campus. of operational functions led to the elimination of duplicative efforts and significant cost savings, and integration of services resulted in improved patient care. Today, the community is served by a single hospital operating 2 thriving campuses in New Haven. References 1. American Hospital Association. Trends Affecting Hospitals and Health Systems. Chicago, IL: American Hospital Association; 2010. 2. Kassirer JP. Mergers and acquisitions who benefits? Who loses? N Engl J Med. 1996, March 14;334(11):722-723, 1996. 3. Northwestern Memorial Hospital Website. Northwestern Memorial HealthCare finalizes affiliation with Lake Forest Hospital. (January 29, 2010). Available at: http://www.nmh.org/nm/lakeforest-close. Accessed November 18, 2012. 4. Kritzer AG. Mayo expands reach with Waycross, Ga., acquisition. (March 2, 2012). Available at: http://www.bizjournals.com/ jacksonville/print-edition/2012/03/02/mayo-expands-reach-withwaycross-ga.html?page¼all. Accessed November 18, 2012. 5. Galpin TJ, Herndon M. The Complete Guide to Mergers and Acquisitions: Process Tools to Support M&A At Every Level. 2nd ed. San Francisco: Jossey-Bass; 2007. 6. Roney K. 14 Best practices for communicating during, before & after transactions. (January 10, 2013). Available at: http://www. beckershospitalreview.com/hospital-transactions-and-valuation/14- best-practices-for-communicating-during-before-a-after-transactions. html. Accessed January 22, 2013. 7. Towers Perrin. Creating shareholder value through mergers and acquistions. (2006). Available at: http://www.towersperrin.com/ hrservices/hrsd_forum_2006/cadbury_schweppes.pdf. Accessed, December 3, 2012.

Map Objective One hospital, two campuses One standard of care, driven by: Unified workforce Plan to standardize nursing roles and care delivery model Single information technology support environment Regulatory preparedness Policy and procedure standardization One hospital, two campuses One system of care, driven by: Clinical integration strategy Perioperative executive leadership group Epic Patient experience Emergency department transformation Cost and value positioning Regulatory preparedness Transforming patient care Safe patient flow Cultural integration Care management to integrate services across the continuum: Inpatient Ambulatory Sister Anne Virginie Grimes Health Center One hospital, two campuses One destination for care Common services (both campuses): Strong general medicine/surgery core Neurosciences Heart and vascular Oncology Urology Behavioral health Emergency services Low risk obstetrics York Campus: Tertiary/quaternary care Children s hospital High risk obstetrics Major trauma Transplant Cardiac surgery Saint Raphael Campus: Musculoskeletal Niche programs Low risk obstetrics D Aquila et al Execution of a Complex Hospital Acquisition 752.e1

Leadership Service Lines/Care Delivery Platform Onsite leadership team established with clear roles and responsibilities Formal operating structure on Saint Raphael Campus Integrated management model for decision making Senior operations leader Collaborative working relationship exists across Fully integrated Chief structure campuses Senior clinical leaders evolving Management and leadership inventory and gap analysis complete Finalized table of organization Clinical integration plan developed Coordination of existing service lines across campuses: Neurosciences Oncology Heart and vascular Coordination of existing clinical services across campuses: Surgery Medicine Ophthalmology Radiology Laboratory Dermatology Obstetrics and gynecology Urology Psychiatry Pathology Anesthesiology Emergency department Service line/clinical service plans refreshed Clinical service centers are aligned across campuses Open remaining beds on Saint Raphael Campus Common bed management system operational Hospital-based clinics aligned Primary care strategy developed Emergency department utilization review committee identifies: Patterns Data dissemination Identification of population needs and service gaps Targeted initiatives to reduce complications associated with chronic disease and inadequate access to health care providers Formal operating structure on Saint Raphael Campus Senior operations leader Fully integrated Chief structure Clinical integration plan implemented: Alignment of service lines by campus Off-campus ambulatory plan implemented Common care management structure implemented Leadership in place for destination hospital, campus services, and support Unified leadership team on both campuses Establish Centers of Excellence, for consideration for the Saint Raphael Campus: Bariatrics Digestive Diseases Facility infrastructure investment implemented per master plan Maximize all beds available 752.e2 The American Journal of Medicine, Vol 126, No 8, August 2013

Service Lines/Care Delivery Platform () Musculoskeletal Service Line Reimbursement Strategy Off-campus ambulatory practices assessment and implementation strategy Open general medicine beds at Saint Raphael Campus, and successfully balance York Street Campus (patient flow) Common care management/care coordination structure designed Consolidate inpatient pediatrics (excluding child psychology) at the York Street Campus Cross-campus, emergency department utilization review committee is formed Vision of musculoskeletal service line developed Multidisciplinary planning committee formed Business plan developed and approved Separate managed care contract rates for big six payors Vice President and Executive Director for musculoskeletal service line secured Melded rates for all payors across both campuses Musculoskeletal service line recognized Operational and capital plan in place Funds flow model implemented Collaborative physician model in place Melded rates for all payors across both campuses Foundation set Saint Raphael Campus to operate as a destination hospital for musculoskeletal Comprehensive plan executed: Recruiting Marketing Facilities Recognized across the region Accountable care organization/ population management or lower cost fee-for-service strategy developed D Aquila et al Execution of a Complex Hospital Acquisition 752.e3

Physicians Nursing All hospital based contracts and physician service agreements reviewed and assessed for appropriate employment options Retention strategy for key physicians developed Comprehensive physician time recording system in place Locate and document all areas where nurses practice Initiate plan to develop new clinical ladders Common standard of practice where applicable Understand gaps in nursing workflows to ensure successful Epic implementation: Recruit and appoint for transition patient care managers Redesign nursing workflows to ensure successful Epic implementation Optimization of coverage model Primary Care/ Northeast Medical Group/ Yale School of Medicine/ community physicians relationship maturing and evolving Open new medicine unit Identify and recommend changes to registered nurse clinical ladder program, including placements, with human resources Implement Magnet remediation plans Common nurse governance model, including staff and staff nurse council All physician contracts renegotiated Integrated Accreditation Council for Graduate Medical Education residency and fellowship programs of hospital based services to be completed: Pathology Anesthesiology Laboratory Therapeutic radiology Diagnostic radiology Emergency medicine Achieve Yale New Haven Health System designated nursing standardization milestones Consistent metrics and standards Achieve reduction in caregiver hours Patient experience initiatives are identified and implemented Standardization of nursing leadership roles, as appropriate Consistent contracts in place for comparable services System of ongoing contracts and employment terms in place Fully prepared for Magnet redesignation in 2015 Achieve Yale New Haven Health System designated nursing standardization milestones Electronic scorecards are integrated 752.e4 The American Journal of Medicine, Vol 126, No 8, August 2013

Nursing () Other Clinical Operations Select infrastructure for transforming patient care initiative Understand nursing care roles: Clinical technician/patient care assistant role Phlebotomists Intravenous nurses role Licensed practical nurses Plan and roadmap developed for achieving synergies in caregiver hours Magnet gap analysis completed Standardized nursing care roles: Clinical technician/patient care assistant role Phlebotomists Intravenous nurses role Licensed practical nurses Common standard of practice where applicable Consistent care for common Inventory staffing methods and metrics indications Policies and procedures that reflect practice by Appropriate staffing methods and campus, common where possible metrics by campus Representation on relevant clinical committees Common electronic medical record by individuals from both campuses of Redesign workflows to ensure a department successful Epic implementation Metrics identified and tracked across the Combined product formulary for the department by both campuses entire hospital, in accordance with Develop laboratory strategy Yale New Haven Health System practice Develop common pharmacy strategy via gap analysis and prioritization Pharmacy strategy executed, with a single product formulary across campuses Optimize staff roles and coverage Consistent policies and procedures across departments with exceptions only made for plant, property, and equipment limitations Strong clinical involvement by individuals from all campuses on clinical committees Consistent metrics and standards Laboratory strategy implemented Unable to differentiate care based on campus; departments function the same and the culture of the departments is consistent Common technologies and systems Best in class as ranked against peer institutions in tracked metrics and patient experience D Aquila et al Execution of a Complex Hospital Acquisition 752.e5

Technology e Information Technology Services Epic Technology e Information Technology Services Applications Epic inventory and ordering completed to support Epic installation Epic dress rehearsal process initiated Single information technology services support environment with multiple applications Roadmap created for non-epic clinical application consolidation Roadmap created for business application consolidation Epic installed across all health system verticals: York Street Campus implementation on February 1, 2013 Saint Raphael Campus implementation on June 1, 2013 Epic infrastructure installed to support add-on functionality Epic installed in ambulatory clinics Physicians accepting and using Epic Enhancement of roadmap for future consolidations Epic scalable to support future growth and functionality initiatives Consolidation of approved applications Epic scalable to support future growth and functionality initiatives Decommission of legacy applications 752.e6 The American Journal of Medicine, Vol 126, No 8, August 2013

Technology e Information Technology Services Infrastructure Finance e Financial Operations Data backup system completely replaced by Yale New Haven Health System standards Monitoring systems for servers and storage replaced by Yale New Haven Health System standards Assessment completed with roadmap for replacement of: Server Storage Network Workstation Security environments Wireless network infrastructure upgraded Contract consolidations completed Data Center evaluated as potential alternate site Single finance function Separate campus budget process: Capital Operating Separate cost accounting and decision support systems Single financial statement close process Utilize separate reserve models/amounts for accounts receivable Singular Medicare and Medicaid rates, reconciled via cost reports Inventory of current productivity and results reporting Begin execution of roadmaps for infrastructure components Data Center and warehouse strategy developed Service desk standardized Core funding used to replace/retire aging infrastructure Consolidation of telecommunications operator services Solar winds monitoring build phase II Integrated budget process covering both campuses: Capital Operating Consolidated cost accounting and decision support systems Combined accounts receivable for Epic accounts receivable with one reserve model Maintain individual accounts receivable for legacy software development kit and Medipac receivables, likely with separate reserve models Saint Raphael Campus storage network migrates to Yale New Haven Health System Consolidation of Data Centers Replicate financial structure for service lines Institute flex budgeting Roadmaps completed into standardized platforms for future growth of technology environment Lights out alternate Data Center operations Replicate financial structure for service lines Institute flex budgeting D Aquila et al Execution of a Complex Hospital Acquisition 752.e7

Finance e Revenue Cycle Use of transition and acquired personnel to complete billing Separate patient accounting, billing, and bolt-on systems for each campus Separate but centrally managed revenue cycle teams completing revenue cycle functions Separate vendors to support revenue cycle function Separate/legacy revenue cycle processes at each campus Integrated/combined free care policies and procedures Manual processes for all transfers and combined accounts Consistent forms throughout patient access and health information management (non-electronic) Separate charge description masters and charge levels Separate 340B status for York Street Campus and Saint Raphael Campus Unique master patient indexes Assessment of revenue cycle opportunities completed, including: Pricing strategies Denial Charge capture Epic installed on both campuses Transfers and combined accounts seamless via Epic Identical charge description masters and charge levels Integrated master patient indexes Single 340B status for York Street Campus and Saint Raphael Campus Transition staffing ended Identical billing systems and vendors to support revenue cycle functions Revenue cycle functions centralized organizationally and physically, where practical Integrated processes across revenue cycle Consistent forms throughout entire revenue cycle Legacy Medipac and software development kit receivables worked by a combination of in-house and outsourced vendors Execution of revenue cycle opportunities complete, including: Pricing strategies Denial Charge capture Transition staffing ended Identical billing systems and vendors to support revenue cycle functions Revenue cycle functions centralized organizationally and physically, where practical Integrated processes across revenue cycle Consistent forms throughout entire revenue cycle Legacy Medipac and software development kit receivables worked by a combination of inhouse and outsourced vendors Execution of revenue cycle opportunities complete, including: Pricing strategies Denial Charge capture 752.e8 The American Journal of Medicine, Vol 126, No 8, August 2013

Finance e Supply Chain and Material Management Refresh plans of existing vendor and contract strategies developed previously with business owner involvement Saint Raphael Campus committee membership identified for non-labor committees Product and service conversions prioritized to realize operational and financial benefits Common supply chain/materials management operation strategy developed Common cross-campus steering committees Contracting: Standardization of vendors and contracts, if appropriate, with business owner involvement and according to product and service conversion grid Renegotiation of contracts with added volume factored in Product and service conversion schedule executed Common supply chain/materials management operation strategy executed Consistent strategy of non-clinical areas executed Contracting: Standardization of vendors and contracts, if appropriate, with business owner involvement and according to product and service conversion grid Renegotiation of contracts with added volume factored in Product and service conversion schedule executed Common supply chain/ materials management operation strategy executed Consistent strategy of non-clinical areas executed D Aquila et al Execution of a Complex Hospital Acquisition 752.e9

Non-Clinical Areas Consistent strategy of non-clinical areas developed: Food and nutrition Environmental services Security Facilities Patient transport Implement and standardize financial and budget controls within environmental services, and food and nutrition Consolidation of vendors across both campuses Uniform sustainability program, including: single stream recycling, food digester, and a standardized waste management program Consistent regulatory compliance and practices Standardized purchasing practices for environmental services Develop and begin implementing food and nutrition strategy Implement unvarying employee engagement strategies, including: Hourly rounding No venting Clean and safe rounds WorkSMART committee Implement and standardize financial and budget controls within environmental services, and food and nutrition Consolidation of vendors across both campuses Uniform sustainability program, including: single stream recycling, food digester, and a standardized waste management program Consistent regulatory compliance and practices Standardized purchasing practices for environmental services Develop and begin implementing food and nutrition strategy Implement unvarying employee engagement strategies, including: Hourly rounding No venting Clean and safe rounds WorkSMART committee Implement and standardize financial and budget controls within environmental services, and food and nutrition Consolidation of vendors across both campuses Uniform sustainability program, including: single stream recycling, food digester, and a standardized waste management program Consistent regulatory compliance and practices Standardized purchasing practices for environmental services Develop and begin implementing food and nutrition strategy Implement unvarying employee engagement strategies, including: Hourly rounding No venting Clean and safe rounds WorkSMART committee 752.e10 The American Journal of Medicine, Vol 126, No 8, August 2013

Sister Anne Virginie Grimes Health Center Employees Relationship with care management stabilized Nurse liaison hired and established Daily bed huddle Orthopedic preoperative classes established for both campus at Grimes Health Center Orthopedic, stroke, pulmonary, cardiac, and oncology service lines are educated on Grimes Health Center, tour, and are credentialed at the facility to provide post-acute consults Physician consult/support services from York Street Campus are clearly defined Analysis and report completed on the potential move of inpatient rehabilitation unit to Grimes Health Center Preadmission physical exams e central location Use of common human resources systems, including: Lawson Onboarding Benefits Improved alignment of standard compensation and titles Centralized recruiting process Use of manager and employee self-service Vacancy review installed across campuses, addressing transition staff Potential implementation plan to partially transition Grimes Health Center to a rehabilitation facility (pending feasibility study): Two rehabilitation licenses at Grimes Health Center Inpatient rehabilitation unit transferred to Grimes Health Center e united therapy staff addition of physiatrist to the premises Decrease in skilled nursing facility beds Expansion of rehabilitation gym space Continue to standardize compensation and titles, including: Standard performance management system and process Standard rewards and recognition, leveraging performance-based pay Potential implementation plan to partially transition Grimes Health Center to a rehabilitation facility (pending feasibility study): Two rehabilitation licenses at Grimes Health Center Inpatient rehabilitation unit transferred to Grimes Health Center e united therapy staff addition of physiatrist to the premises Decrease in skilled nursing facility beds Expansion of rehabilitation gym space Proactive development of crosscampus assignments to build future leaders Succession plan for combined talent Employee engagement survey Common clinical ladders established Services expanded to include: Pre-surgical Post-surgical Outpatient rehabilitation Nutrition and weight loss program Joint mobility center Sports medicine Prosthetic/orthotic center Physiatrist academic program Proactive development of cross-campus assignments to build future leaders Succession plan for combined talent Employee engagement survey Common clinical ladders established D Aquila et al Execution of a Complex Hospital Acquisition 752.e11

Culture Marketing, Communications, Image, and Community Wellness Healthier Together campaign is embraced by the community Resources, capabilities, and facilities are known to employees and physicians Communication strategy and plan developed Common management and business protocols established and distributed Common understanding of heritage, history, and value of transaction communicated to existing employees and physicians Infrastructure in place to promote and evaluate cultural norms Process determined for adherence to Asset Purchase Agreement Catholic heritage elements (Ethical and Religious Directives) Best practices from both campuses identified Respect for separate levels of religious/spiritual support for patients, families, and staff Consistent message of change to staff and patients Clear message to the community on benefits Communication strategies for managers and employees Common value system defined Individual accountability Common understanding of heritage, history, and value of transaction communicated to new employees and physicians Teams are integrated and best practices institutionalized Success stories documented and communicated Appropriate levels of religious/ spiritual support across both campuses Full adherence to Asset Purchase Agreement elements regarding Catholic heritage (Ethical and Religious Directives) Develop and implement community revitalization strategy, including Habitat for Humanity Implement communication strategies for managers and employees Success stories documented and communicated Cultural alignment with Hospital and Health System strategy Seamless management/business protocols utilized Full adherence to Asset Purchase Agreement elements regarding Catholic heritage (Ethical and Religious Directives) Develop and implement community revitalization strategy, including Habitat for Humanity Implement communication strategies for managers and employees Success stories documented and communicated Cultural alignment with Hospital and Health System strategy Seamless management/ business protocols utilized Full adherence to Asset Purchase Agreement elements regarding Catholic heritage (Ethical and Religious Directives) Develop and implement community revitalization strategy, including Habitat for Humanity Implement communication strategies for managers and employees Success stories documented and communicated 752.e12 The American Journal of Medicine, Vol 126, No 8, August 2013