2017-11-09T15:42:57-06:00 2016-12-31 861065772 DELOITTE TAX LLP 111 MONUMENT CIRCLE STE 4200 INDIANAPOLIS IN 462045108 990 2016-01-01 341517672 PROMEDICA FOUNDATION PROM 5675853618 444 N SUMMIT ST TOLEDO OH 43604 MICHAEL P BROWNING TREASURER 5675853892 2017-11-09 1 SAMANTHA BOKORI P01057347 3174648600 167.219.0.212 2017-11-09 15:08:52 CS P 5BB697B18A8DD726B43B7B05C191C3AA251627B3 49244D1103501C1FC62C4DE15972AF245F6ACEFC 2016 2018-03-14 21:41:22Z X MICHAEL P BROWNING 100 MADISON AVE TOLEDO OH 43604 204915102 0 X WWW.PROMEDICA.ORG X 1986 OH THE PROMEDICA FOUNDATION'S MISSION IS TO GENERATE AND DIRECT THE UTILIZATION OF RESOURCES TO ENRICH EXISTING PROGRAMS AND FUND NEW SERVICES, INSPIRING EXCELLENCE IN THE PROVISION OF HEALTH CARE AND ENHANCING QUALITY OF LIFE FOR THE PEOPLE OF OUR COMMUNITY. 6 2 0 185 0 0 19095590 14933121 0 0 12005411 9108127 -95771 -59623 31005230 23981625 11100824 58373654 0 0 2386973 2771953 540362 961454 5334603 1883387 2923434 15911546 65030495 15093684 -41048870 303595749 272769359 2464248 8445819 301131501 264323540 THE PROMEDICA FOUNDATION'S MISSION IS TO GENERATE AND DIRECT THE UTILIZATION OF RESOURCES TO ENRICH EXISTING PROGRAMS AND FUND NEW SERVICES, INSPIRING EXCELLENCE IN THE PROVISION OF HEALTH CARE AND ENHANCING QUALITY OF LIFE FOR THE PEOPLE OF OUR COMMUNITY. 0 0 58373654 58373654 PROMOTE HEALTH AND WELL-BEING WITH SUPPORT FOR MEDICAL CARE, MEDICAL EDUCATION AND MEDICAL RESEARCH, AND BY SOLICITING CONTRIBUTIONS, GRANTS AND INVESTING FUNDS TO GENERATE INCOME TO SUPPORT PROMEDICA HEALTH SYSTEM, INC. ENTITIES. 58373654 1 1 0 0 0 0 0 0 0 1 1 0 0 1 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 0 0 1 X 2 0 1 0 0 0 0 0 0 1 1 1 0 0 0 0 X 6 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 MI FL X RICH POTTER 5675850506 100 MADISON AVE TOLEDO OH 43604 ALAN M SATTLER TREASURER/TRUSTEE (THRU 2/16) 1.00 50.50 X X 0 641062 76678 GARY M CATES EX OFFICIO 1.00 40.00 X 0 402678 78755 JEFFREY C KUHN SECRETARY 1.00 50.50 X X 0 674920 143195 LESLIE A CHAPMAN CHAIRPERSON 1.00 1.00 X X 0 0 0 MICHAEL P BROWNING TREASURER 1.00 50.00 X X 0 296524 4420 RANDALL OOSTRA EX OFFICIO 1.00 55.50 X 0 1765263 120383 STEPHEN H STAELIN EX OFFICIO 1.00 9.00 X 0 0 0 GARY AKENBERGER INTERIM TREASURER (3/16 TO 7/16) 0.50 50.00 X 0 461216 92553 MARTIN DANSACK VP ACCTG. & TAXATION, PHS 0.50 40.50 X 0 240181 287344 KATHLEEN S HANLEY FORMER OFFICER 0.00 0.00 X 0 1255999 38403 0 5737843 841731 0 1 1 0 0 82354 2430 868438 5583553 8396346 122367 14933121 4290453 4290453 14400 17813 -3413 -3413 -3413 185052189 85000 180120274 199241 4931915 -114241 4817674 4817674 539939 868438 596149 -56210 -56210 23981625 0 0 9048504 58306154 58306154 67500 67500 2151418 96532 2054886 88208 3958 84250 367744 16500 351244 164583 7385 157198 13703 13703 2186 2186 961454 961454 903259 903259 178931 14885 164046 3841 3841 76196 5930 70266 22534 22534 149656 149656 62569 1595 60974 9870 9870 33136 33136 298 298 BAD DEBT EXPENSE 698757 698757 FUNDRAISING EXPENSE 313519 313519 DONOR CULTIVATION 165598 165598 FOUNDATION ACTIVITIES 154165 154165 135216 36970 98246 65030495 58373654 1322238 5334603 819652 641631 2825492 2239240 11833784 10645615 5550 1650 2000 1041076 141574 1117819 899502 257605382 228745546 29386070 29596175 303595749 272769359 256672 581335 2207576 7864484 2464248 8445819 X 194638092 161376178 70682451 66710082 35810958 36237280 301131501 264323540 303595749 272769359 X -41048870 7803106 107070 -3669267 X 0 1 X 1 0 X X 16 BAY PARK COMMUNITY HOSPITAL 341883132 3 1 139683 0 DEFIANCE HOSPITAL INC 344446484 3 1 147101 0 EMMA L BIXBY MEDICAL CENTER 382796005 3 0 338294 0 FLOWER HOSPITAL 344428794 3 1 1771460 428 FOSTORIA HOSPITAL ASSOCIATION 340898745 3 1 580291 0 HERRICK MEMORIAL HOSPITAL INC 383049015 3 1 323154 0 MEMORIAL HOSPITAL 344430849 3 0 1378484 10344 THE TOLEDO HOSPITAL 344428256 3 1 52050157 496 KAITLYN'S COTTAGE INC 454781053 10 0 101256 0 LENAWEE LONG TERM CARE 382879330 10 0 3613 0 PROMEDICA CONTINUING CARE SERVICES CORPORATION 344492440 10 0 74609 0 PROMEDICA PHYSICIAN GROUP 341899439 10 0 270 0 TOLEDO DISTRICT NURSE ASSOCIATION 344427949 10 0 1416 0 VISITING NURSE HOSPICE AND HEALTH CARE 341831624 10 0 31535 0 MERCY MEMORIAL HOSPITAL CORPORATION 381984289 3 0 0 0 MONROE COMMUNITY HEALTH SERVICES 382934134 10 0 0 0 16 56941323 11268 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PART I, LINE 11G, COLUMN VI: PROMEDICA FOUNDATION PROVIDED NON-MONETARY SUPPORT INCLUDING MINOR EQUIPMENT, SUPPLIES, AND DONOR WALL CONSTRUCTION TO THE FOLLOWING ENTITIES: FLOWER HOSPITAL, MEMORIAL HOSPITAL, AND THE TOLEDO HOSPITAL. PART IV, SECTION A, LINE 1: PROMEDICA HEALTH SYSTEM, INC. (34-1517671) AFFILIATES DESIGNATED BY CLASS AND PURPOSE LISTED IN SCHEDULE R, PART II THAT ARE ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) THAT ARE NOT PRIVATE FOUNDATIONS BECAUSE THEY ARE DESCRIBED IN CODE SECTION 509(A)(1) OR SECTION 509(A)(2). PART IV, SECTION C, LINE 1: PROMEDICA FOUNDATION IS AN OHIO NOT-FOR-PROFIT CORPORATION THAT OPERATES TO SUPPORT, BENEFIT AND THROUGH ITS ACTIVITIES, CARRY OUT AND FURTHER THE PURPOSES OF PROMEDICA HEALTH SYSTEM, INC. (PHS) AFFILIATES DESIGNATED BY CLASS AND PURPOSE LISTED IN SCHEDULE R, PART II THAT ARE ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3) THAT ARE NOT PRIVATE FOUNDATIONS BECAUSE THEY ARE DESCRIBED IN CODE SECTION 509(A)(1) OR SECTION 509(A)(2). PHS IS THE MEMBER OF PROMEDICA FOUNDATION AND THE PARENT OF AN INTEGRATED HEALTH CARE DELIVERY NETWORK MADE UP OF AN AFFILIATED GROUP OF EXEMPT ORGANIZATIONS WHICH INCLUDES HOSPITALS, HEALTH CARE PROVIDERS, CONTINUING CARE SERVICES, SPECIALIZED HEALTH SERVICES, ENTITIES PROVIDING SUPPORT SERVICES, AND FOUNDATIONS. PHS PROVIDES OVERALL DIRECTION, MANAGEMENT AND CONTROL TO ITS FIRST TIER SUBSIDIARIES, INCLUDING PROMEDICA FOUNDATION, AND INDIRECTLY THROUGH ITS FIRST TIER SUBSIDIARIES, TO ALL AFFILIATED SECOND TIER SUBSIDIARIES OF EACH FIRST TIER SUBSIDIARY. THE ACTIVITIES OF PHS SUPPORT THE EXEMPT PURPOSES OF THE AFFILIATED ORGANIZATIONS IN THE PHS NETWORK AND ENHANCE AND IMPROVE THE DELIVERY OF EFFECTIVE HEALTH CARE SERVICES TO THE COMMUNITIES SERVED BY THE PHS NETWORK. CONTROL AND MANAGEMENT EFFECTIVELY IS VESTED IN THE SAME PERSONS THAT CONTROL AND MANAGE ALL SUBSIDIARY ORGANIZATIONS THROUGH RESERVED POWERS. PHS HAS RESERVED POWERS IN EACH SUBSIDIARY'S CODE OF REGULATIONS OR BYLAWS ALONG WITH THE RIGHT TO APPROVE CERTAIN ACTIONS OF EACH SUBSIDIARY'S BOARD OF TRUSTEES. THE FIRST TIER SUBSIDIARIES HAVE IN TURN RESERVED SIMILAR POWERS OVER THE SECOND TIER SUBSIDIARIES TO INTEGRATE OVERALL DIRECTION, MANAGEMENT, AND CONTROL. PROMEDICA FOUNDATION QUALIFIES AS A TYPE II SUPPORTING ORGANIZATION BECAUSE IT IS SUPERVISED AND CONTROLLED IN CONNECTION WITH ALL ORGANIZATIONS THAT ARE EXEMPT AFFILIATED MEMBERS OF PHS. COMMON SUPERVISION AND CONTROL ARE SHARED THROUGH THE STRUCTURAL RELATIONSHIP OF PHS. THERE HAS ALSO BEEN A HISTORIC AND CONTINUING RELATIONSHIP BETWEEN PROMEDICA FOUNDATION AND ITS SUPPORTED ORGANIZATIONS AND A SUBSTANTIAL IDENTITY OF INTERESTS BETWEEN THE ORGANIZATIONS AS A RESULT OF THIS RELATIONSHIP SUPPORTING COMMON CONTROL CONSISTENT WITH TYPE II SUPPORTING ORGANIZATION CLASSIFICATION. PROMEDICA FOUNDATION HAS MAINTAINED, AND WILL CONTINUE TO MAINTAIN, A SIGNIFICANT INVOLVEMENT IN EACH SUPPORTED ORGANIZATION'S OPERATIONS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 49781106 32026 1056194 50869326 52300127 14822 -1741835 792008 49781106 50309385 1101836 888906 52300127 44950978 786869 4571538 50309385 42160326 109240 2681412 44950978 0.29800 0.70200 1 0 27487 210792 238279 390888 121521 269367 411909 20053 391856 899502 CASH VALUE OF LIFE INSURANCE 340328 FUNDED PERPETUITIES 29134250 DUE FROM AFFILIATES 121597 29596175 DUE TO AFFILIATES 7864484 7864484 X PART V, LINE 4: THE ENDOWMENT FUNDS ARE INVESTED TO GENERATE INCOME TO BE USED TO SUPPORT PROMEDICA HEALTH SYSTEM, INC. ENTITIES CONSISTENT WITH DONOR INTENT. PART X, LINE 2: PROMEDICA FOUNDATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES (PHS). THE FOLLOWING REFLECTS PHS'S LIABILITY FOR UNCERTAIN TAX POSITIONS UNDER ASC 740. EXCEPT AS NOTED BELOW, PHS DID NOT HAVE ANY MATERIAL UNCERTAIN TAX POSITIONS AT DECEMBER 31, 2016 AND 2015. FOR THE TAX YEARS ENDED DECEMBER 31, 2016 AND 2015, A TAXABLE SUBSIDIARY OF PHS DID NOT RECOGNIZE A LIABILITY FOR UNCERTAIN TAX POSITIONS. THE SUBSIDIARY RECOGNIZED A CREDIT TO INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS OF $(340,000) AS OF DECEMBER 31, 2016 AND AN EXPENSE OF $169,000 FOR 2015. PROMEDICA FOUNDATION DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS AT DECEMBER 31, 2016 AND 2015. X X X X X 1 ALY STERLING PHILANTROPY 1847 COLLINGWOOD BLVD TOLEDO OH 43604 CAMPAIGN CONSULTING 0 4491353 450000 4041353 HANSON'S 1695 INDIANWOOD CIRCLE STE 200 MAUMEE OH 43537 VIDEO PRODUCTION 0 592692 194000 398692 HART ASSOCIATES 1915 INDIANWOOD CIRCLE MAUMEE OH 43537 VIDEO PRODUCTION 0 592692 53979 538713 BETSY KELSEY 29796 FOXHILL RD PERRYSBURG OH 43551 CAMPAIGN CONSULTING 0 275000 116875 158125 TSM DONOR ENGAGEMENT TEAM 155 COMMERCE DRIVE FREEDOM PA 15042 DIRECT PHONE SOLICITATION 0 86254 131375 -45121 HARRIS CONNECT 1400 CROSSWAYS BLVD CHESAPEAKE VA 23320 DIRECT PHONE SOLICITATION 0 11260 15225 -3965 6049251 961454 5087797 FL MI OH CHEF'S DINNER 575827 379860 195967 25000 48813 28811 203627 GOLF EVENT 200610 108759 91851 300 21862 5344 60660 9 631940 379819 252121 2000 1400 100869 3204 94259 1408377 868438 539939 2000 300 26400 171544 37359 358546 596149 -56210 SCHEDULE G, PART I, LINE 2B, COLUMN (V) AMOUNTS PAID FOR THE REIMBURSEMENT OF EXPENSES TO PROFESSIONAL FUNDRAISING COMPANIES IS $500. PAYMENT FOR PROFESSIONAL FUNDRAISING SERVICES IS DISTINGUISHED FROM EXPENSE PAYMENTS ON THE DETAIL OF THE INVOICES. 1 THE TOLEDO HOSPITAL 2142 N COVE BLVD TOLEDO OH 43606 344428256 501(C)(3) 52050157 496 FMV MINOR EQUIPMENT & SUPPLIES OPERATING / CAPITAL SUPPORT FLOWER HOSPITAL 5200 HARROUN RD SYLVANIA OH 43560 344428794 501(C)(3) 1771460 428 FMV MINOR EQUIPMENT OPERATING / CAPITAL SUPPORT DEFIANCE HOSPITAL INC 1200 RALSTON AVE DEFIANCE OH 435122495 344446484 501(C)(3) 147101 OPERATING / CAPITAL SUPPORT FOSTORIA HOSPITAL ASSOCIATION 501 VAN BUREN FOSTORIA OH 448300907 340898745 501(C)(3) 580291 OPERATING / CAPITAL SUPPORT MEMORIAL HOSPITAL 715 S TAFT AVE FREMONT OH 43420 344430849 501(C)(3) 1378484 10344 FMV DONOR WALL CONSTRUCTION OPERATING / CAPITAL SUPPORT BAY PARK COMMUNITY HOSPITAL 2801 BAY PARK DR OREGON OH 43616 341883132 501(C)(3) 139683 OPERATING / CAPITAL SUPPORT EMMA L BIXBY MEDICAL CENTER 818 RIVERSIDE AVE ADRIAN MI 49221 382796005 501(C)(3) 338294 OPERATING / CAPITAL SUPPORT HERRICK MEMORIAL HOSPITAL INC 500 E POTTAWATAMIE ST TECUMSEH MI 49286 383049015 501(C)(3) 323154 OPERATING / CAPITAL SUPPORT PROMEDICA CONTINUING CARE SERVICES CORPORATION 5855 MONROE ST SYLVANIA OH 43560 344492440 501(C)(3) 74609 OPERATING / CAPITAL SUPPORT VISITING NURSE HOSPICE AND HEALTH CARE 5855 MONROE ST SYLVANIA OH 43560 341831624 501(C)(3) 31535 OPERATING / CAPITAL SUPPORT PROMEDICA HEALTH SYSTEM INC 1801 RICHARDS RD TOLEDO OH 43607 341517671 501(C)(3) 1351290 2273 FMV MINOR EQUIPMENT & SUPPLIES OPERATING / CAPITAL SUPPORT KAITLYN'S COTTAGE INC 1260 RALSTON AVE DEFIANCE OH 435122495 454781053 501(C)(3) 101256 OPERATING / CAPITAL SUPPORT 12 0 SCHOLARSHIPS 64 67500 PART I, LINE 2: AS AN AFFILIATE OF PROMEDICA HEALTH SYSTEM, INC. (PHS) CORPORATE POLICIES EXIST TO ENSURE THAT THE APPROVAL AND DISTRIBUTION OF FOUNDATION FUNDS ARE CONSISTENT WITH THE APPROVED SUPPORTED ORGANIZATION STRATEGIC PLAN AND DOCUMENTED DONOR INTENT. ALL REQUESTS FOR FUNDS MUST BE SUBMITTED ON THE "FUND UTILIZATION REQUEST" FORM AND INCLUDE WRITTEN SUPPORTING DOCUMENTATION AND APPROPRIATE APPROVALS DEPENDING ON THE DOLLAR AMOUNT OF THE REQUEST. ON A MONTHLY BASIS A REPORT LISTING ALL FUND DISTRIBUTIONS IS DISTRIBUTED TO THE PHS PRESIDENT/CHIEF EXECUTIVE OFFICER AND CHIEF PHILANTHROPIC OFFICER. 1 1 0 0 0 0 0 0 0 ALAN M SATTLER TREASURER/TRUSTEE (THRU 2/16) 0 453183 0 182107 0 5772 0 53128 0 23550 0 717740 0 0 GARY M CATES EX OFFICIO 0 261598 0 96415 0 44665 0 57948 0 20807 0 481433 0 0 JEFFREY C KUHN SECRETARY 0 468368 0 174744 0 31808 0 121789 0 21406 0 818115 0 0 MICHAEL P BROWNING TREASURER 0 212431 0 75000 0 9093 0 0 0 4420 0 300944 0 0 RANDALL OOSTRA EX OFFICIO 0 941604 0 754235 0 69424 0 105287 0 15096 0 1885646 0 147680 GARY AKENBERGER INTERIM TREASURER (3/16 TO 7/16) 0 334448 0 103978 0 22790 0 70694 0 21859 0 553769 0 0 MARTIN DANSACK VP ACCTG. & TAXATION, PHS 0 153777 0 37098 0 49306 0 267368 0 19976 0 527525 0 0 KATHLEEN S HANLEY FORMER OFFICER 0 15801 0 203480 0 1036718 0 26039 0 12364 0 1294402 0 534189 PART I, LINE 3 PROMEDICA HEALTH SYSTEM, INC., A RELATED TAX-EXEMPT ORGANIZATION OF PROMEDICA FOUNDATION, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4A: UNDER A VOLUNTARY TERMINATION AGREEMENT ENTERED INTO BY THE EMPLOYEE AND THE ORGANIZATION OR UPON A QUALIFYING TERMINATION DEFINED AS AN INVOLUNTARY SEPARATION FROM SERVICE OTHER THAN FOR CAUSE, THE EMPLOYEE IS ENTITLED TO SEVERANCE PAY BASED UPON YEARS OF SERVICE. THE TERMS AND CONDITIONS TO RECEIVE SEVERANCE PAYMENTS REQUIRE THE EMPLOYEE TO SIGN A RELEASE OF CLAIMS FORM THAT COVERS ALL SITUATIONS SURROUNDING THE EMPLOYEE'S EMPLOYMENT AND SEPARATION FROM PROMEDICA. SEVERANCE PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: KATHLEEN S. HANLEY $462,102 MARTIN DANSACK $9,800 PART I, LINE 4B: ELIGIBLE EMPLOYEES PARTICIPATE IN VARIOUS NONQUALIFIED DEFERRED COMPENSATION PLANS ORGANIZED UNDER CODE SECTION 457(F). THE EXACT PURPOSE OF EACH PLAN VARIES, BUT THEY INCLUDE: COMPENSATION LIMITATION MAKE-UP PLANS, VOLUNTARY DEFERRAL PLANS, DEFERRAL OF A PORTION OF INCENTIVE BONUS TYPE PLANS, ETC. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EMPLOYEE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. SUPPLEMENTAL NONQUALIFIED PLAN PAYMENTS WERE MADE DURING THE YEAR TO THE FOLLOWING LISTED PERSONS IN PART VII: KATHLEEN S. HANLEY $572,279 IN ADDITION, THE ORGANIZATION PROVIDES A SPLIT-DOLLAR LIFE INSURANCE PLAN TO ITS CHIEF EXECUTIVE OFFICER FROM WHICH NO CASH PAYMENTS WERE MADE DURING THE YEAR. X 9 108059 COST OR SALES PRICE X EQUIPMENT 5 11268 COST OR SALES PRICE X SUPPLIES 3 3040 COST OR SALES PRICE 0 0 1 1 PART I, COLUMN (B): THE NUMBERS IN COLUMN (B) REFER TO THE NUMBER OF CONTRIBUTIONS. PART I, LINE 32B: PROMEDICA FOUNDATION USES REAL ESTATE BROKERS TO SELL DONATED REAL ESTATE PROPERTIES. FORM 990, PART V, LINE 7C: PROMEDICA FOUNDATION DISPOSED OF CLOSELY HELD STOCK DURING TAX YEAR 2016 FOR WHICH FORM 8282 WAS REQUIRED TO BE FILED. PROMEDICA FOUNDATION IS IN THE PROCESS OF OBTAINING INFORMATION NECESSARY TO FILE A COMPLETE AND ACCURATE FORM 8282. FORM 990, PART VI, SECTION A, LINE 6 AS AN OHIO NON-PROFIT ORGANIZATION, THIS CORPORATION HAS A CORPORATE MEMBER. FORM 990, PART VI, SECTION A, LINE 7A PROMEDICA HEALTH SYSTEM, INC. (PHS) IS THE PARENT CORPORATION AND SOLE MEMBER OF PROMEDICA FOUNDATION. AS THE MEMBER, PHS HAS THE RIGHT TO (A) ELECT AND REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES OF PROMEDICA FOUNDATION, AND (B) FILL ANY VACANCY ON THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B WHILE THE BOARD OF TRUSTEES OF EACH BUSINESS UNIT IS GRANTED CERTAIN POWERS WITH RESPECT TO SUCH BUSINESS UNIT'S OPERATIONS, AS THE MEMBER, PROMEDICA HEALTH SYSTEM, INC. RETAINS APPROVAL RIGHTS WITH RESPECT TO CERTAIN CORPORATE ACTIONS SUCH AS (I) ADOPTION OF THE BUSINESS UNIT'S STRATEGIC PLANS AND FINANCIAL PLANS, (II) EXPENDITURES FOR NON-BUDGETED ITEMS IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (III) EXPENDITURES FOR ITEMS WHICH ARE INCLUDED IN THE BUSINESS UNIT'S ANNUAL BUDGETS BUT WHICH EXCEED THE BUDGETED AMOUNT BY AN AMOUNT IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER, (IV) INCURRENCE, ASSUMPTION OR GUARANTEE OF ANY INDEBTEDNESS, (V) SALE, LEASE OR OTHER DISPOSITION OF REAL PROPERTY OR ASSETS WITH A VALUE IN EXCESS OF CERTAIN DOLLAR LIMITS SET FROM TIME TO TIME BY THE MEMBER AND (VI) ANY MERGER, CONSOLIDATION, REORGANIZATION, DISSOLUTION OR LIQUIDATION. FORM 990, PART VI, SECTION B, LINE 11B UNDER THE GUIDANCE OF PROMEDICA HEALTH SYSTEM, INC.'S (PHS) TAX CONSULTANTS, FORM 990S ARE PREPARED BY THE RESPECTIVE ACCOUNTING DEPARTMENT OF EACH AFFILIATE AND REVIEWED BY THE AFFILIATE'S FINANCE LEADERSHIP. AFTER AFFILIATE'S FINANCE LEADERSHIP APPROVAL, COPIES OF THE FORM 990 FOR PHS AND THEIR SUBSIDIARIES ARE PROVIDED TO THE RESPECTIVE COMPANY'S BOARD OF TRUSTEES AND ARE REVIEWED AND SIGNED BY A PRINCIPAL OFFICER PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C PROMEDICA HEALTH SYSTEM, INC. AND AFFILIATES (PHS) HAVE STANDARDS OF CONDUCT THAT APPLY TO ALL PHS BOARD MEMBERS AND EMPLOYEES. BOARD MEMBERS AND EMPLOYEES ARE EXPECTED TO CERTIFY THEIR COMPLIANCE WITH THE APPLICABLE STANDARDS PRIOR TO ELECTION/APPOINTMENT OR PRIOR TO BEGINNING EMPLOYMENT. BOARD MEMBERS ANNUALLY (OR IMMEDIATELY IF NEW POTENTIAL CONFLICTS OF INTEREST ARISE), ALL BOARD MEMBERS ARE REQUIRED TO COMPLETE AND RETURN THE BOARD MEMBER CERTIFICATION STATEMENT WITHIN 30 DAYS OF DISSEMINATION. BOARD MEMBER CERTIFICATION STATEMENTS ARE COMPILED AND REVIEWED BY THE V.P., AUDIT & COMPLIANCE/CHIEF COMPLIANCE OFFICER (CCO). SUMMARIZED INFORMATION IS FORWARDED FOR REVIEW TO THE CHIEF FINANCIAL OFFICER, GENERAL COUNSEL, BUSINESS UNIT PRESIDENTS AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRESIDENT/CEO), BASED UPON THEIR RESPECTIVE KNOWLEDGE OF THE BOARD MEMBERS. THE PURPOSE OF THIS REVIEW IS TO BOTH INFORM MANAGEMENT OF THE DISCLOSED CONFLICTS AND TO ALLOW THEM TO IDENTIFY TO THE V.P., AUDIT & COMPLIANCE, ANY POTENTIAL UNDISCLOSED CONFLICTS. THE AUDIT & COMPLIANCE DEPARTMENT THEN CONDUCTS AN AUDIT OF ALL BOARD MEMBER CERTIFICATION STATEMENTS (ALONG WITH ANY RELATIONSHIPS NOTED THROUGH THE ABOVE REVIEW) TO IDENTIFY ANY POSITIONAL CONFLICTS OF INTEREST AND TO TEST MATERIAL TRANSACTIONS WITH BOARD MEMBERS/THEIR AFFILIATES FOR FAIR MARKET VALUE. THE RESULTS OF THE AUDIT ARE REPORTED DIRECTLY TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE WITH A COPY TO THE PRESIDENT/CEO. THE REPORT INCLUDES A SUMMARY OF THE AUDIT PROCEDURES PERFORMED, ANY SIGNIFICANT CONCERNS IDENTIFIED AND THEIR RESOLUTION. ANY UNRESOLVED CONFLICTS ARE ADDRESSED BY THE AUDIT COMMITTEE WITH RECOMMENDATIONS TO THE FULL BOARD AS NEEDED. FAILURE TO FILE THE CERTIFICATION STATEMENT, OR THE FILING OF A FALSE OR INCOMPLETE CERTIFICATION STATEMENT, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE BOARD MEMBER'S CERTIFICATION STATEMENT OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION BY THE BOARD OF TRUSTEES UP TO AND INCLUDING REMOVAL FROM THE BOARD/COMMITTEE/COUNCIL. EMPLOYEES, EXCLUDING EMPLOYED PHYSICIANS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL SALARIED EMPLOYEES AND SPECIFICALLY IDENTIFIED HOURLY EMPLOYEES, EXCLUDING EMPLOYED PHYSICIANS, ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC EMPLOYEE CERTIFICATION QUESTIONNAIRE BY AN ESTABLISHED DEADLINE THAT IS COMMUNICATED TO THE EMPLOYEE. THE HUMAN RESOURCES DEPARTMENT ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND PROVIDES NOTIFICATION TO THE V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL EMPLOYEE CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT & COMPLIANCE DEPARTMENT. ALL NEW EMPLOYEES, EXCLUDING EMPLOYED PHYSICIANS, ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYEE STANDARD OF CONDUCT AND THE EMPLOYEE CERTIFICATION STATEMENT WHICH THE NEW EMPLOYEE IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. THE AUDIT & COMPLIANCE DEPARTMENT HAS ACCESS TO A REPORT THAT IDENTIFIES ALL NEW HIRES. A SAMPLE OF EMPLOYEES IS IDENTIFIED AND AN AUDIT IS CONDUCTED TO ENSURE THAT REQUIRED DOCUMENTATION IS ON FILE. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE V.P., AUDIT & COMPLIANCE AND IF NECESSARY DISCUSSED WITH THE BUSINESS UNIT PRESIDENT IN WHICH THE EMPLOYEE WORKS, AND GENERAL COUNSEL. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL OF THE PHS PRESIDENT/CEO. RESULTS OF THE EMPLOYEE PROCESS AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. FAILURE TO COMPLETE THE CERTIFICATION QUESTIONNAIRE, OR THE COMPLETION OF A FALSE OR INCOMPLETE CERTIFICATION QUESTIONNAIRE, OR FAILURE TO DISCLOSE IMMEDIATELY ANY NEW CONFLICTS OF INTEREST THAT MAY ARISE, OR FAILURE TO COOPERATE WITHOUT CONDITION, HONESTLY AND COMPLETELY WITH ANY INVESTIGATION OR REVIEW OF THE EMPLOYEE'S CERTIFICATION QUESTIONNAIRE OR HIS/HER ACTIONS OR CIRCUMSTANCES SHALL BE GROUNDS FOR SANCTION UP TO AND INCLUDING TERMINATION OF EMPLOYMENT. EMPLOYED PHYSICIANS ANNUALLY (OR IMMEDIATELY IF NEW CONFLICTS OF INTEREST ARISE), ALL EMPLOYED PHYSICIANS ARE REQUIRED TO COMPLETE AND SUBMIT AN ELECTRONIC PHYSICIAN CERTIFICATION QUESTIONNAIRE BY THE ESTABLISHED AND COMMUNICATED DEADLINE. THE OFFICE OF THE PRESIDENT/CHIEF MEDICAL OFFICER AND THE CHIEF OPERATING OFFICER FOR PROMEDICA PHYSICIAN GROUP (PPG) ENSURES THAT ALL QUESTIONNAIRES, WHICH ARE STORED ELECTRONICALLY, ARE COMPLETED AND REVIEWED AND ENSURES NOTIFICATION IS PROVIDED TO THE V.P., AUDIT & COMPLIANCE OF THE NUMBER OF ANNUAL PHYSICIAN CERTIFICATION QUESTIONNAIRES SENT AND RECEIVED AND ALSO ENSURES COPIES OF ANY QUESTIONNAIRES CONTAINING DISCLOSURES THAT WARRANT FURTHER REVIEW BY THE AUDIT & COMPLIANCE DEPARTMENT ARE FORWARDED ACCORDINGLY. ALL NEW EMPLOYED PHYSICIANS ARE PROVIDED EITHER AN ELECTRONIC OR PAPER COPY OF THE EMPLOYED PHYSICIAN STANDARD OF CONDUCT AND THE PHYSICIAN CERTIFICATION STATEMENT WHICH THE NEW PHYSICIAN IS REQUIRED TO COMPLETE PRIOR TO BEGINNING EMPLOYMENT. IDENTIFIED CONFLICTS ARE INITIALLY REVIEWED BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER, CHIEF OPERATING OFFICER OR THEIR DESIGNEE, AND IF APPROPRIATE, ARE SUBSEQUENTLY REPORTED TO THE OFFICE OF THE V.P., AUDIT & COMPLIANCE. IF THE CONFLICT IS CONSIDERED A SIGNIFICANT EXPOSURE RISK FOR PHS, A RECOMMENDATION WILL BE PREPARED FOR FINAL APPROVAL BY THE PHS PRESIDENT/CHIEF EXECUTIVE OFFICER. RESULTS OF THE EMPLOYED PHYSICIAN AUDIT ARE INCLUDED IN THE ABOVE REPORT TO THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. ANY ITEMS THAT MEET CRITERIA FOR PUBLIC DISCLOSURE WILL BE COMMUNICATED TO THE APPROPRIATE PHYSICIAN BY THE PPG PRESIDENT/CHIEF MEDICAL OFFICER OR DESIGNEE IN ADVANCE OF THE POSTING. THE PPG PRESIDENT/CHIEF MEDICAL OFFICER OR DESIGNEE WILL PROVIDE THE PHYSICIAN-INDUSTRY RELATIONSHIP DISCLOSURES TO THE APPLICABLE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. THE PUBLIC DISCLOSURE WILL BE POSTED ON THE PROMEDICA HEALTH SYSTEM, INC. WEBSITE (HTTPS://WWW.PROMEDICA.ORG/PAGES/ABOUT-US/INDUSTRY-RELATIONSHIPS.ASPX) DATABASE BY THE PHS MARKETING/COMMUNICATIONS REPRESENTATIVE. FORM 990, PART VI, SECTION B, LINE 15 PROMEDICA FOUNDATION'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE COMPENSATED BY PROMEDICA HEALTH SYSTEM, INC. (PHS), A RELATED TAX-EXEMPT ORGANIZATION. COMPENSATION DETERMINATIONS OF PROMEDICA FOUNDATION'S TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS ARE MADE BY A COMPENSATION COMMITTEE OF PHS. EACH YEAR INDEPENDENT CONSULTANTS CONDUCT AN ANNUAL SURVEY AND RECOMMEND EXECUTIVE PAYROLL BASE SALARY RANGES BASED UPON THE MARKET. THE DATA IS REVIEWED AND APPROVED BY THE PROMEDICA HEALTH SYSTEM COMPENSATION COMMITTEE EVERY OCTOBER. SALARY ADJUSTMENTS ARE DETERMINED AT THE DECEMBER MEETING OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE APPROVES OTHER FORMS OF COMPENSATION BASED UPON THE PRIOR YEAR PERFORMANCE AT THE JANUARY MEETING EACH YEAR. FORM 990, PART VI, SECTION C, LINE 19 PROMEDICA HEALTH SYSTEM, INC. AND SUBSIDIARIES PROVIDE ANY DOCUMENT OPEN TO PUBLIC INSPECTION UPON REQUEST. FORM 990, PART XI, LINE 9: REVERSAL OF PRIOR YEAR CONTRIBUTION -3,669,267. 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