2021-11-08T11:12:51-06:00 2020-12-31 990 2020-01-01 020633634 SAMARITAN BEHAVIORAL HEALTH INC SAMA 9372768333 110 N MAIN ST 500 DAYTON OH 45402 TIMOTHY D SNIDER BOARD TREASURER 9372768333 2021-11-08 TIMOTHY SNIDER 999009999 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z BETH ESPOSITO 601 S EDWIN C MOSES BLVD DAYTON OH 45417 17692811 0 X WWW.SBHIHELP.ORG X 2002 OH TO PROVIDE MENTAL HEALTH AND SUBSTANCE ABUSE SERVICES THAT TOUCH, TEACH, AND HEAL. 7 2 310 2 0 0 4111542 7753754 9875341 9536290 55739 49858 213480 352909 14256102 17692811 0 0 0 0 12695406 14012203 0 0 0 2493822 3540430 15189228 17552633 -933126 140178 5089710 6812261 2751700 4302792 2338010 2509469 X TO PROVIDE MENTAL HEALTH AND ABUSE SERVICES THAT TOUCH, TEACH, AND HEAL 0 0 5451112 0 1720874 SUBSTANCE ABUSE/115 PROGRAM: SAMARITAN BEHAVIORAL HEALTH'S SUBSTANCE ABUSE SERVICES OFFER THE FOLLOWING TO ADULTS LIVING IN MONTGOMERY COUNTY AND SURROUNDING AREAS: MEDICATION ASSISTED TREATMENT (MAT) FOR OPIOID ADDICTION USING BUPRENORPHINE/NALOXONE (SUBOXONE) NALTREXONE (VIVITROL); ALL MAT SERVICES REQUIRE PARTICIPATION IN AN INTITIAL ASSESSMENT, GROUP AND INDIVIDUAL COUNSELING AND FAMILY COUNSELING, AND CASE MANAGEMENT; PEER SUPPORT AND CARE COORDINATION SERVICES TO TREAT ABUSE AND ADDICTION TO ALCOHOL, COCAINE, BARBITURATES, MARIJUANA, HEROIN, AND OTHER ADDICTIVE SUBSTANCES ARE PROVIDED AS WELL; PROJECT DAWN - TRAINING IN THE USE AND DISTRIBUTION OF NALOXONE (NARCAN) KIT IS OFFERED TO NEW PATIENTS AT THE CRISIS STABILIZATION UNIT (CSU) AND TO THE COMMUNITY AND FAMILY MEMBERS OF THOSE WITH A SUBSTANCE USE DISORDER. DURING 2020, 2,085 PATIENTS WERE ADMITTED FOR SERVICES. 2136708 0 1895132 INTEGRATED CARE SOLUTIONS: SAMARITAN BEHAVIORAL HEALTH'S YOUTH AND ADULT OUTPATIENT SERVICES OFFER THE FOLLOWING TO ADULTS, ADOLESCENTS AND CHILDREN LIVING IN MONTGOMERY COUNTY: BEHAVIORAL HEALTH ASSESSMENTS TO DETERMINE THE NATURE AND EXTENT OF MENTAL HEALTH PROBLEMS/CONCERNS; RECOMMENDATIONS REGARDING SERVICES THAT ADDRESS PROBLEMS/SYMPTOMS; AN INDIVIDUALIZED SERVICE PLAN WITH THERAPEUTIC GOALS DEVELOPED WITH THE PATIENT/FAMILY; INDIVIDUAL AND FAMILY COUNSELING; REFERRAL TO PSYCHIATRIC SERVICES IF IT APPEARS THAT MEDICATION MAY BE BENEFICIAL; ONGOING PSYCHIATRIC MEDICATION MANAGEMENT, CASE MANAGEMENT (COMMUNITY PSYCHIATRIC SUPPORTIVE TREATMENT) SERVICES TO FURTHER SUPPORT THERAPEUTIC INTERVENTIONS AND LINK PATIENT/FAMILY TO COMMUNITY RESOURCES. DURING 2020, 2,994 PATIENTS WERE SERVED. 1844180 0 184339 CRISISCARE: SAMARITAN BEHAVIORAL HEALTH'S CRISISCARE PROGRAM OFFERS THE FOLLOWING SERVICES TO ANY ADULT, ADOLESCENT OR CHILD REGARDLESS OF THEIR ABILITY TO PAY: 1) HOTLINE - 24-HOUR SUICIDE PREVENTION AND CRISIS COUNSELING TELEPHONE LINE, 2) WARMLINE - 24-HOUR SUPPORTIVE TELEPHONE COUNSELING SERVICE, 3) SCREENING & TRIAGE - EVALUATION OF CRISIS NEEDS WITH FOLLOW-UP RECOMMENDATIONS FOR SERVICE, 4) EMERGENCY WALK-INS - FACE-TO-FACE CRISIS INTERVENTION, 5) PRE-HOSPITAL SCREENING - HEALTH OFFICERS EVALUATE WHETHER A PERSON NEEDS TO BE HOSPITALIZED DUE TO LIFE THREATENING CIRCUMSTANCES, 6) MOBILE CRISIS SERVICES - CRISIS INTERVENTION SERVICES PROVIDED AT RESIDENCES AND/OR IN THE COMMUNITY FOR THOSE WHO ARE AT RISK OF HARM TO THEMSELVES OR OTHERS, 7) CRISIS COUNSELING - PROVIDES COUNSELING UP TO 4 SESSIONS FOR ACUTE STABILIZATION AND ON-GOING SUPPORT, 8) CRISIS DEBRIEFING - SERVICES ARE AVAILABLE FOR INDIVIDUALS OR GROUPS INVOLVED IN TRAUMATIC EVENTS. FOR 2020, A TOTAL OF 1,681.51 HOURS OF DIRECT CONTACT SERVICES WERE PROVIDED INCLUDING PSYCHIATRIC, AND NURSING SERVICES TO YOUTH AND ADULTS; WARMLINE, HOTLINE, INFORMATION AND REFERRAL TELEPHONE ACTIVITIES, RESULTED IN 3360.57 HOURS OF SERVICE; TOTAL YEAR TO DATE FOR ALL SERVICES ACCUMULATED TO 5042.08 HOURS. 5571418 0 6088854 THIS NUMBER REPRESENTS THE BALANCE OF TOTAL EXPENDITURES OF TEMPORARILY RESTRICTED FUNDS FOR SAMARITAN BEHAVIORAL HEALTH NET OF PROGRAMS DESCRIBED IN SERVICE ACCOMPLISHMENTS. 5571418 0 6088854 15003418 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 30 0 1 310 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 2 0 1 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X J MICHAEL SIMS 9374999942 110 N MAIN ST 500 DAYTON OH 45402 ELOISE P BRONER BOARD CHAIR 0.50 39.50 X X 0 853155 29404 ELISABETH ESPOSITO VICE-CHAIR / PRESIDENT & CEO 40.00 0.00 X X 305097 0 35517 SUSAN F DAVIS-BROWN MD TRUSTEE 0.50 39.50 X 0 290459 29388 JASON E MERRITT TRUSTEE (FROM FEB) 0.50 39.50 X 0 274555 17861 BENJAMIN W SUTHERLY TRUSTEE 0.50 39.50 X 0 177613 34677 GINA MCFARLANE-EL TRUSTEE 0.50 0.00 X 500 0 0 CAROL BAUER SC TRUSTEE 0.50 0.00 X 0 0 0 TIMOTHY D SNIDER BOARD TREASURER 0.50 39.50 X 0 336468 58632 BENJAMIN A WATSON ESQ BOARD SECRETARY 0.50 39.50 X 0 187718 15994 NANCY J SMITH DO PSYCHIATRIST 40.00 0.00 X 255279 0 16924 ELLEN W BALLERENE MD PSYCHIATRIST 40.00 0.00 X 179083 0 35654 STEPHANIE E ACKNER DO PSYCHIATRIST 40.00 0.00 X 171542 0 28212 KAREN D GAINES DIR FINANCE 40.00 0.00 X 133609 0 13366 CAROLE A FOSTER NP NP-PSYCHIATRY 40.00 0.00 X 116642 0 28752 THOMAS R CURTIN FORMER TRUSTEE & OFFICER 0.50 39.50 X 0 494429 67304 JENNA M DOWNEY ESQ FORMER OFFICER 39.00 1.00 X 0 232761 19568 1161752 2847158 431253 8 1 1 0 QUALIFACTS SYSTEMS INC 315 DEADERICK ST NASHVILLE TN 37238 MEDICAL SOFTWARE 335000 WRIGHT STATE PHYSICIANS 128 E APPLE ST DAYTON OH 45409 MEDICAL SERVICES 268743 2 108736 5256677 2388341 7753754 PROGRAM SERVICE REVENUE 900099 9536290 9536290 9536290 49858 49858 MISC REVENUE 900099 352909 352909 352909 17692811 9889199 0 49858 340614 302159 38455 11378010 10247114 1130896 81524 70530 10994 1345122 1131256 213866 866933 820017 46916 1991 1991 11931 11931 7919 720 7199 1423763 1211989 211774 195409 97737 97672 243570 159186 84384 360227 26454 333773 880429 673207 207222 29225 24933 4292 92896 69221 23675 94961 94961 OPERATING SUPPLIES 105629 101270 4359 MINOR EQUIPMENT 27400 21377 6023 SPECIAL EVENTS 18265 17851 414 TRAINING AND EDUCATION 14639 13430 1209 32176 14967 17209 17552633 15003418 2549215 0 2268949 1012146 1783458 1957579 49681 51665 944978 710589 285296 234389 2564265 221858 702326 770359 5089710 6812261 2118103 2551223 408823 966004 7542 224774 778023 2751700 4302792 X 1635684 1739110 702326 770359 2338010 2509469 5089710 6812261 140178 31281 0 X 0 1 X 1 1 1 X 2699047 3740967 4530103 4111542 7753754 22835413 11018058 11104174 10490895 10092847 9889199 52595173 13717105 14845141 15020998 14204389 17642953 75430586 0 0 0 75430586 -7559 41184 11760 55739 49858 150982 -7559 41184 11760 55739 49858 150982 13709546 14886325 15032758 14260128 17692811 75581568 0.99800 0.99850 0.00200 0.00150 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 702327 2736 49858 15842 739079 614033 25280 97977 34963 702327 739591 -32999 92559 614033 655485 140048 41184 97126 739591 560623 121814 -8031 18921 655485 0.00000 0.64150 0.35850 0 1 1 375056 272716 102340 527934 437873 90061 41988 41988 234389 FUNDS HELD BY GOOD SAMARITAN FOUNDATION - DAYTON 770359 770359 AFFILIATES PAYABLE 524339 LONG TERM LIABILITIES 253684 778023 X 17724092 31281 31281 17692811 0 17692811 17552633 0 17552633 0 17552633 PART V, LINE 4: SAMARITAN BEHAVIORAL HEALTH, INC. (SBHI) MAKES EVERY EFFORT TO FOLLOW THE INTENT AND WISHES OF ALL ITS DONORS. THE INTENDED USES OF THE ORGANIZATION'S ENDOWMENT FUNDS AND/OR EARNINGS FROM ENDOWMENT FUNDS ARE DRIVEN BY THE WISHES/RESTRICTIONS PLACED ON THE FUNDS BY THE DONOR. PERMANENT ENDOWMENTS RESULT WHEN A DONATION IS RECEIVED WITH A RESTRICTION THAT THE PRINCIPAL OR GIFT AMOUNT IS TO BE RETAINED IN PERPETUITY AND CANNOT BE SPENT. THE EARNINGS FROM THE PERMANENT ENDOWMENTS ARE THEN USED FOR THE PURPOSE SPECIFIED BY THE DONOR. TEMPORARY ENDOWMENTS ARE FUNDS IN WHICH ALL OR PART OF THE PRINCIPAL MAY BE EXPENDED ONLY AFTER THE EXPIRATION OF A STATED PERIOD OF TIME OR OCCURRENCE OF A SPECIFIED EVENT, DEPENDING ON THE DONOR'S WISHES. EARNINGS FROM TEMPORARILY RESTRICTED ENDOWMENTS CAN BE EITHER UNRESTRICTED OR RESTRICTED. SBHI USES THE TEMPORARILY RESTRICTED ENDOWMENTS FOR THE INTENDED PURPOSE SET UP BY THE DONOR, ONLY AFTER THE PERIOD OF TIME OR SPECIFIED EVENT SET BY THE DONOR HAS BEEN MET. THE "CATEGORIES" OF RESTRICTED ENDOWMENTS ARE AS FOLLOWS: SBHI PROGRAM CONSORTIUM (60%); PROGRAM OPERATING EXPENSES (21%); MENTAL HEALTH (15%); AND MISCELLANEOUS (4%). PART X, LINE 2: THE FOLLOWING FOOTNOTE IS FROM THE 2020 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR PREMIER HEALTH (PHP) AND AFFILIATES. PHP IS THE SOLE MEMBER OF SBHI. PHP HAS BEEN DETERMINED BY THE INTERNAL REVENUE SERVICE TO BE A TAX-EXEMPT NON-PROFIT CORPORATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. AS A TAX-EXEMPT ORGANIZATION, ITS INCOME IS EXEMPT FROM FEDERAL INCOME TAX EXCEPT TO THE EXTENT OF ANY UNRELATED BUSINESS ACTIVITIES. PHP CONSOLIDATES CERTAIN SUBSIDIARIES, WHICH ARE FOR-PROFIT CORPORATIONS SUBJECT TO FEDERAL INCOME TAXES. THESE ARE: * PREMIER HEALTH INSURING CO. (PHIC), AND PHHC (WHOLLY OWNED SUBSIDIARIES OF PHP), * PREMIER HEALTH PLAN (PHPLAN) (A WHOLLY OWNED SUBSIDIARY OF PHIC), * MVHE, INC., SAMARITAN FAMILY CARE, INC., PREMIER HEALTH SPECIALISTS, INC. AND PREMIER HEALTH URGENT CARE, INC. (SUBSIDIARIES OF PHHC), *GOOD SAMARITAN HOSPITAL, UVMC MANAGEMENT CORPORATION (SUBSIDIARIES OF PHP) AND AFTER-HOURS FAMILY CARE, INC. (SUBSIDIARY OF UVPC). MANAGEMENT ANNUALLY REVIEWS THE TAX POSITIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS. 0 1 0 0 0 0 0 0 0 ELOISE P BRONER BOARD CHAIR 0 424655 0 224503 0 203997 0 25025 0 4379 0 882559 0 0 THOMAS R CURTIN FORMER TRUSTEE & OFFICER 0 326009 0 160675 0 7745 0 34119 0 33185 0 561733 0 0 TIMOTHY D SNIDER BOARD TREASURER 0 237989 0 76445 0 22034 0 29531 0 29101 0 395100 0 0 ELISABETH ESPOSITO VICE-CHAIR / PRESIDENT & CEO 221751 0 82215 0 1131 0 9652 0 25865 0 340614 0 0 0 SUSAN F DAVIS-BROWN MD TRUSTEE 0 261467 0 27397 0 1595 0 9274 0 20114 0 319847 0 0 JASON E MERRITT TRUSTEE (FROM FEB) 0 202860 0 70762 0 933 0 12789 0 5072 0 292416 0 0 NANCY J SMITH DO PSYCHIATRIST 251575 0 0 0 3704 0 6641 0 10283 0 272203 0 0 0 JENNA M DOWNEY ESQ FORMER OFFICER 0 197785 0 34590 0 386 0 9114 0 10454 0 252329 0 0 ELLEN W BALLERENE MD PSYCHIATRIST 178619 0 0 0 464 0 7666 0 27988 0 214737 0 0 0 BENJAMIN W SUTHERLY TRUSTEE 0 151153 0 25971 0 489 0 6756 0 27921 0 212290 0 0 BENJAMIN A WATSON ESQ BOARD SECRETARY 0 160670 0 26383 0 665 0 6182 0 9812 0 203712 0 0 STEPHANIE E ACKNER DO PSYCHIATRIST 171091 0 0 0 451 0 6310 0 21902 0 199754 0 0 0 PART I, LINE 3 COMPENSATION FOR SBHI'S CEO IS REVIEWED AND APPROVED BY PREMIER, WITH WHICH SBHI IS AN AFFILIATE. SEE EXPLANATION ON SCHEDULE O FOR FORM 990, PART VI, SECTION B, LINE 15. PART I, LINE 4B DUE TO RESTRICTIONS IMPOSED BY THE INTERNAL REVENUE CODE, CERTAIN PERSONS ARE LIMITED IN THE AMOUNT OF BENEFIT THAT CAN BE EARNED UNDER A QUALIFIED RETIREMENT PLAN. LIKE MANY EMPLOYERS, SAMARITAN BEHAVIORAL HEALTH (SBHI) AND ITS AFFILIATED ORGANIZATIONS COMPENSATE FOR THIS LIMITATION AND SUPPLEMENT THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. SBHI SUPPLEMENTS THE AFFECTED EXECUTIVES THROUGH A PENSION RESTORATION PLAN AND A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP). THE BENEFITS UNDER THESE SUPPLEMENTAL NONQUALIFIED PLANS ARE SUBJECT TO MULTI-YEAR VESTING AND A PARTICIPANT CAN FORFEIT BENEFITS EARNED IF VESTING REQUIREMENTS ARE NOT SATISFIED. UNDER THE TERMS OF THE SUPPLEMENTAL PLANS, AND BECAUSE OF THE TAXATION OF THE EARNED BENEFITS UPON VESTING, CERTAIN INDIVIDUALS RECEIVED A PAYOUT OF THE CUMULATIVE VESTED BENEFITS UNDER THEIR SUPPLEMENTAL PLAN DURING 2020. THE INDIVIDUAL LISTED BELOW HAS MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND RECEIVED THE ASSOCIATED PAYMENT IN 2020: ELOISE BRONER $180,166. THE FOLLOWING SERP AMOUNTS WERE DEFERRED ON THE PARTICIPANTS' BEHALF DURING THE YEAR AND WILL BE HELD UNTIL THE INCREMENTAL AMOUNTS ARE VESTED AND PAID TO THE SERP PARTICIPANTS: THOMAS CURTIN $13,484; TIMOTHY SNIDER $7,337. BASED ON THE GUIDANCE PROVIDED IN THE INSTRUCTIONS TO THE FORM 990, ANY PAYMENTS TO THE PARTICIPANTS RELATED TO THESE PLANS THAT WERE MADE WITHIN 2-1/2 MONTHS AFTER THE END OF THE ORGANIZATION'S TAX YEAR ARE NOT TREATED AS DEFERRED COMPENSATION FOR PURPOSES OF SCHEDULE J. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. ANY PAYMENTS MADE AFTER THE 2-1/2 MONTHS WERE PROPERLY REPORTED ON PRIOR YEARS' FILED IRS FORM 990 RETURNS, DISCLOSING COMPENSATION EARNED BY THESE INDIVIDUALS UNDER THE PLANS FOR EACH SUCH YEAR. FORM 990, PART VI, SECTION A, LINE 3 PREMIER HEALTH (PREMIER) AS THE OPERATOR OF SBHI DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR SBHI, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE EXPENSES AND THE CONSOLIDATION OF SUCH SERVICES. SBHI SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. SBHI SHALL IMPLEMENT ANY CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. SBHI SHALL IMPLEMENT THE BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF SBHI WITH ALL THIRD-PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO, INSURERS. SBHI MUST HAVE APPROVAL FROM PREMIER TO BORROW IN ANY FISCAL YEAR, GUARANTEE IN ANY YEAR, OR INCUR ANY LIEN OR OTHER ENCUMBRANCE ON ANY PROPERTY IN AN AMOUNT EQUAL TO OR GREATER THAN $1,000,000. SBHI MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN SBHI'S ACTIVITIES. FORM 990, PART VI, SECTION A, LINE 6 SBHI HAS ONE CORPORATE MEMBER; PREMIER, AN OHIO NON-PROFIT CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A PREMIER HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES FOR SBHI. PREMIER HAS THE AUTHORITY TO REMOVE SUCH TRUSTEES AT ANY REGULAR OR SPECIAL MEETING OR BY WRITTEN CONSENT. FORM 990, PART VI, SECTION A, LINE 7B SEE EXPLANATION FOR FORM 990, PART VI, SECTION A, LINE 7A. FORM 990, PART VI, SECTION B, LINE 11B THIS 990 FILING AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER, OF WHICH SBHI IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. AFTER ALL CHANGES FROM THE ABOVE GROUPS ARE MADE, THE RETURN IS REVIEWED BY THE VICE PRESIDENT/CONTROLLER OF PREMIER AND THE CHIEF FINANCIAL OFFICER OF THIS ENTITY. A FINAL VERSION OF THE RETURN IS THEN PROVIDED TO THE BOARD OF TRUSTEES FOR REVIEW. AT A BOARD OF TRUSTEES MEETING, THE VICE PRESIDENT/CONTROLLER OF PREMIER (OR DESIGNEE) SHARES DETAILED INFORMATION ON COMPENSATION AND OTHER KEY AREAS, AS WELL AS ADDRESSES ANY OTHER QUESTIONS FROM THE BOARD OF TRUSTEES, PENDING THEIR REVIEW. THE 990 FILING IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. FORM 990, PART VI, SECTION B, LINE 12C PREMIER, WITH WHICH SBHI IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, BOARD COMMITTEE MEMBERS, MEDICAL DIRECTORS, SUPPLY CHAIN DIVISION MEMBERS, AUTHORIZED SIGNERS, DIRECTORS, EXECUTIVES, MEDICAL EXECUTIVE COMMITTEE MEMBERS, MEDICAL DEPARTMENT AND SECTION CHAIRS, PHYSICIAN PARTNERSHIP COMMITTEE MEMBERS, PHYSICIAN GUIDANCE GROUP MEMBERS, AND ALL EMPLOYED PHYSICIANS TO ANNUALLY REVIEW THE PREMIER COMPREHENSIVE CONFLICT OF INTEREST STATEMENT, AN EXPLANATORY MEMORANDUM, THE ANTITRUST COMPLIANCE POLICY, AND COMPLETE AN INDIVIDUAL QUESTIONNAIRE DISCLOSING ANY POTENTIAL CONFLICTS AS DEFINED IN THE CONFLICT OF INTEREST POLICY. THIS IS ACCOMPLISHED EITHER BY WAY OF AN ELECTRONIC COMMUNICATION SENT OUT DIRECTLY BY THE CORPORATE COMPLIANCE DEPARTMENT OR BY WAY OF A MEMO SENT OUT FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF PREMIER. IT ALSO INCLUDES AN EXPLANATORY MEMORANDUM OF SPECIFIC ACTIVITIES THAT MIGHT GIVE CAUSE TO A CONFLICT AND AN INDIVIDUAL QUESTIONNAIRE TO DISCLOSE ALL SUCH ACTIVITIES. THIS QUESTIONNAIRE MUST BE COMPLETED AND SIGNED BY THE INDIVIDUAL. THIS CORRESPONDENCE INCLUDES A COPY OF THE ANTITRUST COMPLIANCE POLICY THAT MUST BE SIGNED BY THE INDIVIDUAL. ALL OF THESE DOCUMENTS ARE SENT TO THE CORPORATE COMPLIANCE DEPARTMENT. THE CORPORATE COMPLIANCE DEPARTMENT ENSURES ALL FORMS ARE RETURNED AND RETAINS THE DOCUMENTS FOR FIVE YEARS. IN ADDITION, AT EACH MEETING OF THE BOARD OR ANY BOARD COMMITTEE, FOLLOWING APPROVAL OF THE PREVIOUS MEETING'S MINUTES, THE BOARD OR COMMITTEE CHAIR SHALL REQUEST ANY BOARD MEMBER WHO PERCEIVES A POTENTIAL CONFLICT OF INTEREST ON ANY OF THE MEETING'S AGENDA ITEMS TO DISCLOSE THE POTENTIAL CONFLICT. ADDITIONALLY, AT ANY BOARD OR BOARD COMMITTEE MEETING WHERE THE SUBJECT OF CONFLICT OF INTEREST IS DISCUSSED, THE MINUTES SHALL CONTAIN THE NAME OF THE PARTY DISCUSSING A POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST AND WHETHER A CONFLICT OF INTEREST WAS FOUND TO EXIST. IF A CONFLICT OF INTEREST IS DETERMINED BY THE BOARD TO EXIST, THE MEMBER WILL BE EXCUSED FROM PARTICIPATING IN ANY DISCUSSION OR VOTING ON THE PARTICULAR AGENDA ITEM. THE CHIEF COMPLIANCE AND ENTERPRISE RISK OFFICER REPORTS THE RESULTS OF THE PREMIER CONFLICT OF INTEREST QUESTIONNAIRES NO LESS THAN ANNUALLY TO THE BOARD OF TRUSTEES BY WAY OF THE COMPLIANCE AND AUDIT COMMITTEE. THIS REVIEW IS DOCUMENTED IN THE MINUTES OF THE MEETING. PERIODICALLY, THE INTERNAL AUDIT DEPARTMENT WILL REVIEW A SAMPLE OF COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES AND REPORT THE RESULTS TO THE COMPLIANCE AND AUDIT COMMITTEE. THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRES ARE INDIVIDUALLY SUMMARIZED IN A DOCUMENT AND SENT ELECTRONICALLY TO THE FINANCE DEPARTMENT FOR ANY NECESSARY DISCLOSURES REQUIRED ON THE 990 FILING. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR SBHI'S CEO IS REVIEWED AND APPROVED BY PREMIER, WITH WHICH SBHI IS AN AFFILIATE, ON AN ANNUAL BASIS. THE REVIEW PROCESS PERFORMED BY PREMIER FOLLOWS A MARKET BASED COMPENSATION PHILOSOPHY DESIGNED TO ATTRACT AND RETAIN THE EXECUTIVE TALENT REQUIRED TO MEET THE HIGH-PERFORMANCE STANDARDS OF OUR BOARD AND OUR COMMUNITY. PREMIER ANNUALLY REVIEWS EXECUTIVE COMPENSATION SURVEY DATA FOR A REGIONAL PEER GROUP OF SYSTEMS AND HOSPITALS THAT ARE SIMILAR IN SIZE AND COMPLEXITY TO PREMIER AND ITS AFFILIATES. THE DATA FOR THE SURVEY IS PROVIDED BY A THIRD-PARTY CONSULTANT GROUP THAT IS INDEPENDENT OF PREMIER. THIS REPORT INCLUDES COMPARABILITY DATA FOR KEY EXECUTIVES, VICE PRESIDENTS, AND DIRECTOR LEVEL POSITIONS. THE INDEPENDENT COMPARABILITY DATA IS REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THIS COMMITTEE CONTAINS THREE MEMBERS, ALL OF WHOM ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF INTEGRATION OFFICER, CHIEF STRATEGY OFFICER, AND THE HOSPITAL CEOS. OTHER POSITIONS ARE REVIEWED AT A HIGH LEVEL FOR REASONABLENESS. ALL THE MEETING MINUTES ARE DOCUMENTED AND KEPT ON FILE ALONG WITH ANY COMPARABILITY DATA AND THE CONSULTANT REPORT. AFTER THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION ACTIONS, THE PROCESS IS AUDITED BY THE INTERNAL AUDIT DEPARTMENT. THE EXECUTIVE COMPENSATION COMMITTEE PRESENTS THE COMPENSATION ACTIONS TO THE PREMIER BOARD ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. 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