1. Contracting with ACOs and Other Multiprovider Arrangements John J. Durso 7-B. Legal Issues Forum LeadingAge Peak Leadership Summit March 16, 2015

2. John has dedicated his 36-year legal career to serving long term care and other providers, religious organizations, churches and other not-for-profit organizations in virtually every area of legal practice including: mergers; acquisitions; affiliations; joint ventures; accountable care organizations; corporate restructuring; tax; corporate workouts; bankruptcy; tax exemption; health care finance; public finance; labor and employment; complex litigation; administrative and regulatory; reimbursement; fraud and abuse; HIPAA; survey and certification; alternative insurance and risk mechanisms (including captive insurance companies); risk management. His clients include post acute long-term care facilities; CCRCs; assisted living facilities; senior housing community based services and other providers of every type and size serving seniors; post acute care alliances; national and state trade associations; hospitals and health systems; integrated delivery networks; ACO’s; physician and physician groups; religious institutes; churches; educational institutions; social services agencies; other not-for-profit institutions; investment bankers, insurance companies, pension funds REITs, private and other sources of capital to providers. John also serves as a volunteer director of many not-for-profit health care providers and educational institutions’ Board of Directors. John is a frequent lecturer on legal issues and he also writes a legal update column for McKnights Long Term Care News and he has appeared in and produced the ABA/ACHE’s annual television show entitled, “Health Law Progress and Legislative Update.” He has also appeared on a number of other television shows and has testified before congressional committees on legal issues related to health care. JOHN J. DURSO – Partner Chicago: 312-977-4440 jdurso@nixonpeabody.com Education Loyola University of Chicago School of Law (J.D., cum laude, 1977) Northern Illinois University (B.A., magna cum laude, 1974) Admissions Illinois; U.S. Supreme Court; U.S. District Court for the Northern District of Illinois Distinctions Chambers USA: America's Leading Lawyers for Business (2009-2014) Illinois Super Lawyers – Healthcare (2005-2010) Best Lawyers in America directory (2005-2010) A/V Rated, Martindale-Hubbell BIOGRAPHIES 2

3. Overview – Overview of ACO model Why create an Accountable Care Organization? Who are the key players? How is an ACO structured? – Medicare v. commercial ACOs – Medicare Shared Savings Program Application process Legal/corporate structure Financial model Quality and cost tracking and reporting Other issues – Preliminary findings Pioneer ACO and MSSP results – ACO trends 3

4. Overview of ACO Model – Integrated care delivery system focused on primary care physicians as point of entry for healthcare consumers – No “one-size-fits-all” definition 4

5. Overview of ACO Model (cont’d) – Triple Aim Goals: Improve experience of care Improving the health of populations Reducing per capita costs – Most often associated with enrollment in Medicare Shared Savings Program – Often a single legal entity (e.g., LLC) contracts with various healthcare providers 5

6. Why Create an Accountable Care Organization? 6 Financial ─Medicare Shared Savings ─Payor Incentive Programs ─Opportunity to Re-align Provider Incentives for Improved Quality and Reduced Cost ─Framework for Fee-for-Value Reimbursement Clinical Care ─Better Manage Population-Level Health ─Clinical Care Systems ─Patient-Centered Delivery ─Positive Quality Reporting ─Hospital-Physician Integration ─Engage Diverse Set of Providers in Discussions on Improving Care Delivery delivery Patient Experience ─Improved Outcomes ─Higher Patient Satisfaction ─Positive Patient Relationships ─Better Patient Care Coordination Competitive ─Stronger Market Position ─Stronger Payor Bargaining ─Stronger Physician Alignment ─Leadership Opportunities for Providers Committed to New Era of Healthcare Value of Coordinated Care

7. Key Players in Developing an ACO – Common personnel include: Strong physician leaders IT Personnel/Solution Hospital/Health system administrators – Finance – Managed care – Physician relations Consultants and legal counsel Nurse navigators and/or care coordinators Post-acute and ancillary providers 7

8. Sample ACO Corporate Structure 8 ACO, LLC Providers contractually linked to ACO through Provider Agreements Hospital/ Health System Single Member LLC

9. Sample ACO Governance Structure 9 ACO Board of Directors ─11 Voting Members:1 Medicare Beneficiary Seat, 3 ACO Participant Hospital Seats, 7 ACO Participant Physician Seats ─Voting: Class voting; CEO shall be ex-officio non-voting member; Health System CEO shall be ex-officio, non-voting member; ─Treasurer shall be ex-officio non-voting member Medical Management Committee Finance and Contracting Committee Information Systems and Data Analytics Committee Note: The Board of Directors shall operate as the Governing Body of the ACO, as that term is defined in the Shared Savings Program Final Rule. Other than the Medicare Beneficiary representative, all voting seats on the Board of Directors shall be reserved for ACO Participants or their designees. The CEOs of the ACO and the Health System and the Treasurer shall serve as ex-officio non-voting members of the Board of Directors. Network Participation and Partner Selection Committee

10. Sample ACO Management Structure 10 ACO Board of Directors Chief Executive Officer ─Appointed by and under the control of the Board of Directors ─Influences and directs clinical practice to improve efficiency processes and outcomes Chief Information Officer ─ Appointed by the Member; Reports to the CEO ─ Manages and oversees information systems and data analytics Chief Compliance Officer ─Appointed by the Member; Reports to the Board of Directors ─Responsible for ACO's adherence to Compliance Program Medical Director ─ Appointed by the Member; Reports to the CEO ─ Manages and oversees clinical operations Chief Quality Officer ─ Appointed by the Member; Reports to the CEO ─ Responsible for ACO's quality assurance and improvement program Treasurer ─ Appointed by the Member; Reports to the CEO ─ Responsible for Financial Operations of ACO

11. Sample ACO IT Infrastructure 11 Reports ─ Protocol Compliance ─ Quality Performance Data Repository Outpatient ─Hospital Billing Data ─Physician Offices ─Lab Data and Pharmacy Data Inpatient ─ Other Physician Data (PQRS, Turn Around Stats) ─ SCIP Measures ─Utilization Measures ─Hospital Billing Data Ambulatory data from EMRs or practice management systems using data files delivered from practice

12. Sample ACO Operational Infrastructure 12 ACO, LLC Board of Directors ACO, LLC Legal Entity Physician and Hospital and Ancillary Data Feeds to Single, Shared IT Data Warehouse Shared Processes and Systems to Promote Efficient, Evidence-Based Care and Beneficiary Engagement Single operational infrastructure supports contracting efforts with multiple payors; Processes and systems can be tailored to specific payor programs, as necessary Medical Management Committee Information Systems and Data Analytics Committee Finance/ Contracting Committee Network Participation and Partner Selection Committee

13. CMS Single Entity ACO Contracting Model 13 ACO, LLC Management Services Organization/ Vendor Management Services Health Insurer 1 offering CI PPO Contract Health Insurer 2 offering CI PPO Contract Health Insurer 3 offering CI PPO Contract Health Insurer 4 offering CI PPO Contract HMO Contract Prospective CI PPO Contracts ACO Provider Agreements Health System Equity/ Ownership Interests MSSP Contract Other HMO Risk- Based Contracts Risk-Based Contracting

14. Single Entity ACO Contracting Model “If an existing entity, such as an IPA representing many group practices wants to apply as an ACO using its existing legal structure and governing body, each group practice represented by the IPA must agree to be an ACO participant… If only some of the represented group practices want to become ACO participants, the IPA cannot use its existing legal structure and governing body for the ACO, because it cannot meet the regulatory requirements including the fiduciary duty requirement.” CMS Memo to Medicare Shared Savings 14

15. Single Entity ACO Contracting Model (cont’d) – Challenges of Single Entity Unable to offer physicians a choice between Commercial and CMS contracts – Slows physician enrollment momentum  extends enrollment process  slows speed-to-market Dual purpose/mission – Benefits of Single Entity Administratively Simpler 15

16. Dual Entity ACO Contracting Model 16 CI, LLC Health Insurer 1 offering CI PPO Contract Health Insurer 2 offering CI PPO Contract Health Insurer 3 offering CI PPO Contract Health Insurer 4 offering CI PPO Contract HMOI Contract Health System ACO, LLC Equity/Ownership Interests ACO Provider Agreements CI Provider Agreements Other HMO Risk- Based Contracts MSSP Contract Management Services Organization/ Vendor Management Services Physicians only interested in Commercial contracts Physicians interested in both CMS ACO and Commercial CI PPO contracting Physicians only interested in CMS ACO CMS Risk-Based Contracting Prospective CI PPO Contracts

17. Dual Entity ACO Contracting Model – Benefits of Dual Entity Physicians value the choice among contracting opportunities, not always available in the marketplace More physician-led governance, which leads to greater physician engagement Existence of two single-purpose entities allows governing bodies to target their quality and efficiency goals toward a specific patient population – Challenges of Dual Entity Administrative burdens – Can be eased though use of shared IT infrastructure 17

18. Improved Quality Increased Patient Satisfaction Reduced Program Costs Rates reflecting value of coordination Specialist Physician Group Hospital 1 Primary Care Physician Group Hospital 2 Other Affiliated Post- Acute Providers Other Independent Physician Groups SNF-ist Physician Groups IT Data Warehouse ACO Model: Multi-Provider Structure 18 Quality Committee Gov't and Private Sector Payors Skilled Nursing Facilities Step 1: Providers feed data into data warehouse. Step 2: Quality Committee analyzes data and develops processes to improve care outcomes Step 3: Coordinated care network offers benefits to government and private sector payors Step 4: Payors offer incentive payments and/or more favorable rates in recognition of value care coordination offers patients.

19. Sample ACO Funds Flow Structure 19 CMS will make fee-for-service (“FFS”) payments directly to providers within the Medicare ACO network according to Medicare hospital and physician fee schedules. ACO Providers CMS Shared savings payments from CMS to ACO, LLC ACO, LLC incentive payments to ACO, LLC providers ACO, LLC ACO Providers CMS ─In addition to FFS payments, CMS may make shared savings payments to ACO, LLC for achieving quality and/or efficiency metrics. ─After reinvesting in infrastructure, ACO, LLC distributes remaining incentive funds to ACO, LLC providers to incentivize and reward high quality, efficient care delivery. ACO Funds Flow Diagram: FFS Payments ACO Funds Flow Diagram: P4P/Shared Savings Payments

20. Medicare ACO Initiatives 20 TypeFeatures# of ACOs Medicare Shared Savings Program (MSSP) ACA Section 3022 ─At least 75% control of ACO’s governing body by providers ─3-year agreement with Medicare ─2 Models: One-sided model: ACO receives up to 50% savings and takes risk for losses in year 3 only Two-sided model: ACO receives up to 60% savings and takes risk for losses in years 1-3 343 Advanced Payment ACOs ACA Section 3021 ─CMS provides upfront monthly capital based on expected shared savings for smaller ACOs ─Targeted to partnerships between physician-based and rural providers to invest into their care coordination infrastructures 35 Pioneer ACOs ACA Section 3021 ─Health care organizations and providers that have experience in population-based payment models (with same standards as MSSP) ─Typically integrated health systems that operate a health plan and have infrastructure to manage risk ─CMS no longer accepting applications currently, reconsidering reopening program depending on organization interest 23 Private ACOs Clinically integrated groups of physicians, hospitals, and payors that contract with Medicaid or commercial plans on a risk basis 160+ Note: Data reflects statistics released by CMS as of January 1, 2014.

21. Medicare Shared Savings Program Highlights FFS payments continue, with eligibility for participation in savings generated by care coordination efficiencies Must have at least 5,000 Medicare FFS beneficiaries ACO “responsible” for all Part A and Part B services Savings calculated by comparing Medicare ACO Beneficiaries Performance Year costs to Medicare ACO Beneficiaries FFS three-year blended historical costs trended forward 21

22. Medicare Shared Savings Program Highlights (cont’d) ACO given significant flexibility in how to use the Shared Savings Bonus Payments (infrastructure costs, distribution methodology, etc.) Must report on and meet 33 quality metrics to share in savings – Four categories of quality metrics: preventive health measures (8), at-risk population measures (12), patient/ care-giver experience measures (7), care coordination/ patient safety measures (6). 22

23. Medicare Shared Savings Program Highlights (cont’d) Beneficiary Attribution to ACO – Preliminary prospective attribution, with period-end reconciliation – Attributed to ACO providing the highest plurality of beneficiary's primary care services Organizations participating in Medicare SSP eligible for waivers of certain antitrust and fraud and abuse laws Must have mechanism to meet certain IT data collection and reporting requirements May offer certain incentives to keep beneficiary within ACO, subject to beneficiary freedom of choice 23

24. ACO Savings Model — Track 1 24 10,000 Members Benchmark set at $10,000 per member Minimum Shared Savings Rate (2% or $200 per member) Shared Savings Rate (50%) Shared Savings Cap (10% of benchmark = $1000 PM) Over Performing Year Averaged $8,500/member ($15 million savings) Good Year Averaged $9,250/member ($7.5 million savings) OK Year Averaged $9,850/member ($1.5 million savings) Underperforming Year Averaged $10,500/member ($5 million losses) Savings Per Member = $150 MSR Not Achieved Savings Per Member = $750 MSR Achieved Shared Savings Rate = 50% Savings Per Member = $1500 MSR Achieved CAP EXCEEDED Shared Savings Rate = 50% NO BONUS Track One No Penalty $3.75 million BONUS $5 million MAX BONUS ─ Actual Shared Savings Bonus and distribution based on compliance with quality and efficiency metrics. ─Commercial plans are utilizing similar methodologies for commercial shared savings arrangements with providers.

25. 33 SSP ACO Quality Measures 25 Measure NumberOwnerData Submission Source Preventive Health 8 Measures 5 MeasuresNCQA HEDISGPRO Data Collection Tool 1 MeasureCMSGPRO Data Collection Tool 2 MeasuresAMA-PCPIGPRO Data Collection Tool At Risk Population 12 Measures 5 Measures MN – Comm Measurement GPRO Data Collection Tool 2 MeasuresCMS/AMA-PCPIGPRO Data Collection Tool 4 MeasuresNCQA HEDISGPRO Data Collection Tool 1 MeasureAMA-PCPIGPRO Data Collection Tool Patient/Care Giver Exp 7 Measures 6 MeasuresAHRQClinician Group CAHPS Survey 1 MeasureAHRQMedicare Advantage CAHPs Survey Care Coordination/ Patient Safety 6 Measures 1 MeasureCMSClaims 1 MeasureNCQA HEDISGPRO Data Collection Tool 1 MeasureAMA-PCPI/NCQASurvey or GPRO Data Collection Tool 2 MeasuresAHRQ ACSCClaims 1 MeasureCMS GPRO Data Collection Tool/eRx Incentive Prog Reporting

26. Issues Related to MSSP Adding New ACO Participants – Must notify CMS of the addition of new ACO Participants and obtain approval from CMS CMS screens each ACO participant that an ACO requests and will either approve or deny each change request Preliminary approvals undergo additional scrutiny New ACO Participants’ beneficiaries are attributed to an ACO (i.e., the ACO gets credit for additional lives) in the following performance year 26

27. Issues Related to MSSP (cont’d) Physician Exclusivity – Conventional Wisdom: Primary Care Physicians must be exclusive to one Medicare ACO; Specialist Physicians can join multiple ACOs – Actual Rule: Any physician billing for “primary care services,” defined as a subset of certain CPT codes, must be exclusive to one ACO. – Implication: Many specialist physicians, who do not otherwise consider themselves primary care physicians, must be exclusive to one Medicare ACO because they bill for office visits using these “ primary care” codes. 27

28. ACO Application Process Phase 1: Submit Letter of Intent by May 30, 2014 Phase 2: Prepare and Submit Application by July 3, 2014 Phase 3: Fall 2014 – Following submission of application, respond to CMS follow-up information requests – Convene Board and committees to institute care coordination processes – Acceptance into Medicare SSP program – Process beneficiary-identifiable claims data Phase 4: ACO “goes live” January 2015 28

29. Accountable Care Organizations: Chicago Landscape 29 ACOs by State Independent Physicians’ ACO of Chicago 15,000 Covered Lives Alexian Brothers ACO, LLC 16,000 Covered Lives Chicago Health Systems, ACO, LLC (Vanguard) 9,700 Covered Lives Advocate Physician Partners Accountable Care, Inc. 100,000 Covered Lives OSF Healthcare System and BCBS IL Pioneer ACO 40,000 Covered Lives Medicare Value Partners (Presence Health) 16,000 Covered Lives Adventist Health Care Network and Cigna ACO 5,000 Covered Lives Primary Comprehensive Care ACO 5,600 Covered Lives Illinois Health Partners ACO 50,000 Covered Lives Ingalls Care Network ACO Subsidiary of Illinois Health Partners ACO 6,100 Medicare beneficiaries

30. Medicare ACO Growth 30 Jan 2012Jan 2013 Jan 2014

31. Medicare ACO Growth (cont’d) 31 MSSPsAdvanced PaymentPioneer ACOs First Performance Period: April 1, 2012 27 ACO Participants Added Second Performance Period: July 1, 2012 87 ACO Participants Added Third Performance Period: Jan 1, 2013 106 Participants Added Fourth Performance Period: Jan 1, 2014 123 Participants Added First Performance Period: April 1, 2012 5 ACO Participants Second Performance Period: July 1, 2012 15 ACO Participants Added New Participants Announced for Performance Period: Jan 10, 2013 15 ACO Participants Added Performance Period Begins: January 1, 2012 32 ACO Participants Performance of Year 1: July 16, 2013 9 ACO Participants Drop [23 Remaining] *Of these, seven will move into the Medicare Shared Savings Program Request For Information: Jan 30, 2014 Gaging Interest for Adding ACO Participants

32. Pioneer ACOs: Preliminary Findings Cost Measures – 13 of 32 ACOs produced shared savings totaling $87.6 million. – 2 Pioneer ACOs had shared losses totaling $4.0 million. – Small Impact on Slowing Total Medicare Spending Growth, but Most Saw Growth Similar to Their Local Markets. Spending was approximately $20 per beneficiary per month less – Few Pioneer ACOs had slower growth in inpatient spending. – Spending on skilled nursing facility services (SNF) and home health agency services grew significantly faster among Pioneer ACO-aligned beneficiaries relative to local market comparison beneficiaries. 32

33. Pioneer ACOs: Preliminary Findings Quality Measures – All 32 ACOs successfully reported quality measures and achieved the maximum reporting rate for the first performance year. – All 32 ACOs earned incentive payments for their reporting accomplishments. 33

34. Pioneer ACOs: Preliminary Findings (cont’d) Quality Measures (cont’d) – Pioneer ACOs outperformed on several clinical quality measures: Readmission Reduction Hypertension control for patients Cholesterol Control for Diabetes Patients – Pioneer ACOs were rated higher by ACO beneficiaries on all four patient experience measures relative to the 2011 Medicare FFS results. 34

35. MSSP ACOs: Preliminary Findings Total Medicare Trust Fund Savings: $147 million Total Shared Savings: $126 million 54 ACOs had spending below their budget benchmarks, but only 29 reduced spending by enough to qualify for shared savings 4 ACOs agreed to move to Track 2 Savings Model All but 5 ACOs hit quality measures* CMS is hopeful, finds results to be a “strong Start this early in the program” * Beginning in Year 2, MSSP participants will be responsible for meeting quality thresholds to maintain shared savings eligibility. 35

36. ACO Trends High-risk patient management through ACOs – Emergence of specialty ACOs for high-cost conditions like end stage renal disease and cancer treatment Pharmaceutical companies showing interest in risk sharing through ACO partnerships – Cigna Corp., Prime Therapeutics LLC entered into outcome based contracts Multi-state ACOs grow more common – Increase may reflect a stronger strategic approach coupled by stronger IT infrastructure 36

37. ACOs: Future Implications for Stakeholders Providers – Participation in ACOs is currently voluntary, but may not remain so. – Early returns will dictate which specific payment models will be adopted within a market. – Accepting financial risk is a business strategy allowing for greater long-term gains, and as programs move forward, CMS is likely to force more risk sharing. – Advanced providers may even offer insurance products through exchanges. 37

38. ACOs: Future Implications for Stakeholders (cont’d) Payers – Likely to become more active in supporting care delivery. – Selective contracting with providers will increasingly be affected by provider outcomes. – Participation on some state exchanges may depend on having ACO-like models in place. 38

39. ACOs: Future Implications for Stakeholders (cont’d) States – Some states will move their state employees into ACO programs. – Medicaid-managed care may ultimately be provided via an ACO-like organization. – States will continue to move Medicaid risk toward payers. – Provider risk care coordination modes provide potential solutions to managing care for dual eligibles. 39

40. ACOs: Future Implications for Stakeholders (cont’d) Healthcare Vendors (Pharma/Medical Devices/ Health Tech) – ACOs represent new markets that will require a different sales approach. – ACOs will seek data to identify gaps in care and high-risk patients. – Med devices and technologies will be scrutinized more carefully as providers using value and return on investment to better manage risk. – Health IT development to support accountable care networks will move from exchanging data to analyzing data. 40

41. What Is an “ACO Participant?” “‘ACO Participant’ means an individual or group of ACO provider(s)/supplier(s)... that alone or together with... other ACO participants comprise(s) an ACO... ” § 425.20. Accountable Care Organization (ACO) Participants are the primary entities that makeup the ACO, typically hospitals and physicians. 41

42. What’s Next? The role of “other entities” is yet to be fully defined by the Centers for Medicare and Medicaid Services (CMS). However, ACO Participants need “other entities” in order to provide for their beneficiaries. “Other entities” can become desirable for ACOs to partner with, and eventually become full Participants, if they focus on the quality metrics that determine shared savings. 42

43. What Is an Other Entity? Some provisions of the Final Rule refer to “ACOs, ACO Participants, ACO Providers/Suppliers, and other individuals or entities performing functions or services related to ACO activities.” “Other entities” would include a long term care facility that provides services to an ACO’s beneficiaries. These “other entities” do not have to be involved in governance, share savings, or comply with some of the other provisions of the Final Rule. “Other entities” do have to comply with quality metric reporting and submitting data for quality measurement. 43

44. Written Agreements ACOs may be reliant on “other entities” to meet their quality and performance metrics (and thus achieve their shared savings). To that end, some ACOs will choose to have written agreements with “other entities,” while some may choose to have more- informal arrangements. 44

45. ACO Questions Are ACOs likely to have closed panels or “other entities”? Any idea how many nursing homes would likely be needed per ACO? What about the metrics upon which they are likely to decide who gets included and who does not? 45

46. What a Senior Care Provider Brings to ACO 1.Cost effective and efficient (reduced unit cost); 2.Lower-cost workbench and lower unit cost services; 3.Eye on readmission protocols; 4.Well-managed care (Continuing Care Retirement Communities (CCRC)) senior settings (covered lives for ACO); 5.Home care; 6.Rehab care; 7.Sub-acute Medicare services; 46

47. What a Senior Care Provider Brings to ACO (cont’d) 8.Care and case management services; 9.Information technology knowledge; 10.Shared savings (risk and reward); 11.Board seats on ACO regarding governance and planning; 12.We want their continued Medicare referrals; and 13.Our tie-in and coordination of doctors, nurses, etc. servicing its seniors covered lives. 47

48. Overall Impact to Skilled Nursing Significant pressures on “cost” effectiveness Attention on outcomes Loss of census due to: – Shorter length of stay (LOS) – Patients bypassing skilled nursing to home health – Lack of alignment with payer (ACO, convener, insurance company) 48

49. Repositioning Strategies Operations: – Physician alignment – Competent nurses – interact tool – Effective admission/discharge planning – Know costs/streamline costs Hospital Relations: – Re-admission rates – Length of stay – Five-star rating – Outcomes and benchmarking 49

50. Repositioning Strategies Integration of all post-acute services, including ancillaries Partnerships/collaboration/alliances 50

51. Current Activity — ACOs ACO shifting short-stay patients to/from selected communities: – Many times based on proximity to hospital – Some hospitals still operating under the traditional setting – Keeping patients in ACO system is a MAJOR focus – Some CCRCs have eliminated short-stay Medicare A services due to shrinking volume 51

52. Current Activity — Bundled Payment Bundled Payment initiatives also gaining traction: – National conveners such as Remedy and Signature focusing on orthopedic diagnosis-related groups; – Narrow networks versus open networks; – Risk sharing arrangements becoming more prevalent; – Illinois Bone & Joint has significant impact in Chicago market; – Focus on decreased length of stay; and – More effective doctors will actually start with lower rates—will be tougher to realize upside. 52

53. Clinically Integrated/ACO — Current Example Clinically Integrated Organization (CIO) 344 Physicians – Federal Trade Commission-compliant physician network based on a measured quality and efficiency narrative. Legal and financial awards based on improvement of care of the population served. – Sophisticated health information technology serves as the foundation of the network across all parts of the patient care continuum— inpatient and ambulatory CI modules successfully implemented. – CIO established as a Tier 1 offering for the health system self-insured employee population effective 10.1.12 ( 8,000 lives including dependents). 53

54. Clinically Integrated/ACO — Current Example (cont’d) Medicare Shared Savings Program ACO 377 Physicians and 14,314 Medicare Beneficiaries – Only health care system awarded an ACO by CMS in this large metropolitan area, on July 1, 2012. – 2013 CMS Group Practice Reporting Option quality data submission successfully completed. – Development of Post-Acute Care Program has established relationships with skilled nursing facilities, long term acute care hospitals (LTACs), home health, and rehab. 54

55. Goals The goal of the Post-Acute Care (PAC) program is to coordinate patient care thus improving patient health, reducing hospital admissions, and increasing health literacy. Identify and establish a working relationship between PAC facilities and our post-discharge physician and support staffs. Leverage innovative technologies, processes/clinical pathways, and improved communication to enhance the patient experience and quality of care. 55

56. Community Relationships The BHS ACO is also working to develop relationships with local providers of alternative levels of patient care. These post-acute providers include care provided in the home and in an alternative setting. Providers will share the goals of the BHS ACO PAC program and will share an open dialog with the BHS ACO/CI to ensure quality patient care. 56

57. Alternative Levels of Care 57 BHS ACO Skilled Nursing Facilities Long Term Acute Care Hospitals Acute Rehab Hospitals Home Health Care Agencies Hospices Medical Equipment Infusion Services

58. Community Relationships The Baptist Health System (BHS) ACO is also working to develop relationships with local providers of alternative levels of patient care. Providers will share the goals of the BHS ACO PAC program and will share an open dialog with the BHS ACO/CI to ensure quality patient care. – Skilled Nursing Facilities – Acute Rehab Units – Long Term Acute Care – Home Health Care 58 ─ Hospice and Palliative Care ─ Infusion Services ─ Durable Medical Equipment

59. Preferred Provider Locations BHS Hospitals Skilled Nursing Facilities Acute Rehab Units Long Term Acute Care Preferred Providers — Locations 59

60. Skilled Nursing Facilities Facilities have been identified based on BHS Hospital location, volume of patients presently referred, Medicare ratings, and ACO Advisory Physician recommendations. The goal of these relationships is to have all ACO patients cared for providers within the BHS ACO network with evidence-based chronic care guidelines to ensure the same level of quality patient care regardless of facility. Patients who go to these facilities need the benefit of physical therapy, occupational therapy, and nursing. The LOS can vary from a few days to a few weeks depending on the medical complexity of the patient. 60

61. Acute Rehab The BHS ARU will be the acute rehab provider of choice for the BHS ACO. This will allow BHS ARU the right of first refusal for all ACO patients who have a rehab evaluation ordered. ARU appropriate patients must be in need of up to three hours per day of therapy and meet appropriate admissions criteria as per Medicare guidelines. 61

62. Acute Rehab (cont’d) By following BHS ACO ARU Referral Process we are able: – To use Medicare funds properly by appropriately placing the patient; and – To allow BHS rehab staff the opportunity to connect with physicians to provide education on patient appropriateness. 62

63. Long Term Acute Care LTACs have been selected based on the number of ACO physicians that have privileges at area LTACs and based on the relationships that BHS has with local facilities. Patients who are appropriate for this level of care are too medically complex to discharge to a lower level of care but are no longer in need of acute interventions. This includes patients with acute and chronic pulmonary concerns, patients with highly complex wound care, those who require multiple long-term IV antibiotic therapy, and other disorders that require 24-hour nursing care and daily physician rounding. 63

64. Home Health, Palliative, and Hospice Care Process for home health preferred provider selection for the BHS Shared Savings ACO: – Took most recent quality data from Medicare (calendar year 2012) and highlighted HHCs that reported being able to manage patients with heart failure. Took referral report from case management for HHC referrals made in 2012 and highlighted HHCs that had 20 or more referrals during that time period. – Of that, 15 agencies were left, including Reliant HHC and CHRISTUS Homecare. Reliant and CHRISTUS were taken out at this point as Reliant will be included in the list due to being a part of BHS and because CHRISTUS is direct competition. 64

65. Home Health, Palliative, and Hospice Care (cont’d) Process for home health preferred provider selection for the BHS Shared Savings ACO: The remaining 13 agencies were chosen based on their ability to care for heart failure patients and/or the amount of referrals they received over the past year from the case management department. – HCC Compare Spreadsheet – HHC Questionnaire – BHS HHC Scoring 65

66. Outcomes Clinical: – Reduction in overall hospitalization rates (unplanned admissions) – Reduction in 30-day readmissions – Quality metrics (e.g., falls, pressure ulcers, dehydration, weight loss) Financial: – Decrease costs to Medicare. 66

67. Questions and Comments John J. Durso Partner jdurso@nixonpeabody.com (312) 977-4440 67

68. APPENDIX 68

69. Overview of the INTERACT Quality Improvement Program The INTERACT Version 3.0 Tools are meant to be used together in everyday care in the nursing home Adaptation of program to multiple settings (AL, IL, HH) Data sources (Brookdale, hospitals, CMS claims data) 69

70. Overview of the INTERACT Quality Improvement Program (cont’d) Can help safely reduce hospital transfers by: – Preventing conditions from becoming severe enough to require hospitalization through early identification and assessment of changes in resident condition; – Managing some conditions in the NH without transfer when this is feasible and safe; and – Improving advance care planning and the use of palliative care plans when appropriate as an alternative to hospitalization for some residents. 70

71. Using the INTERACT Early Warning Tool: 71 Stop and Watch

72. Interacting with Hospitals The NH to Hospital Transfer Form has two pages: – The first page has information that emergency department physicians and nurses identified as essential to make decisions about the resident; and – Consistent and clear clinical terms are used. 72

73. Interacting with Hospitals (cont’d) The NH to Hospital Transfer Form has two pages: – The second page has additional information that will be helpful to inpatient teams, and can be sent within 24 hours if the resident is admitted to the hospital. 73

74. Interacting with Hospitals (cont’d) The NH to Hospital Transfer Data List has recommended contents for transfer forms for incorporation into standard forms and electronic sharing of data. 74

75. Interacting with Hospitals (cont’d) This Transfer Checklist can be printed or taped onto an envelope, and is meant to compliment the Transfer Form by indicating which documents are included with the Form. 75

76. Interacting with Hospitals (cont’d) Information Transfer from the Hospital – INTERACT has a sample Hospital to Post-Acute Care Transfer Form that puts the data into a format that is easy to read and flows logically for a receiving clinician. 76

77. Interacting with Hospitals Information Transfer from the Hospital The Hospital to Post-Acute Care Transfer Form highlights Critical Time Sensitive Information. But, there is no substitute for a warm handoff. 77

78. QUESTIONS? 78