2017-11-14T14:21:58-06:00 2016-12-31 ERNST & YOUNG US LLP 800 YARD ST 200 GRANDVIEW HEIGHTS OH 45312 990 2016-01-01 203687536 UVPC Specialists Inc % J MICHAEL SIMS UVPC 9374999942 110 N MAIN ST 500 DAYTON OH 45402 TIMOTHY D SNIDER VP & CFO 9374999942 2017-11-08 true DIANE L BEAN P00104972 6142245678 208.102.97.33 31499120173185000020 2017-11-14 P 582F47EFACDD6166E52205D1FBFEA2601660FA18 8EFF0C77748B9BD402565CEF41270569F54FE33A 2016 2017-02-10 21:41:12Z REBECCA RICE 3130 N COUNTY RD 25A TROY OH 45373 10908633 false X WWW.PREMIERHEALTH.COM X 2005 OH To provide specialty health care services to the community served by Upper Valley Medical Center, a 501(c)(3) hospital. 6 5 113 5 0 0 0 8295307 10783224 -3522 -3130 93853 125380 8385638 10905474 0 0 0 0 11148817 14615170 0 0 0 2469950 3594525 13618767 18209695 -5233129 -7304221 3198471 2419862 1451750 2591843 1746721 -171981 X UVPC SPECIALISTS, INC., AS A SUBSIDIARY OF UVMC, SERVES AS AN INTEGRAL PART IN ACHIEVING UVMC'S MISSION: UVMC WILL STRIVE TO PROVIDE QUALITY CARE THAT UPHOLDS THE DIGNITY OF ALL INDIVIDUALS. CARE WILL BE GIVEN IN A HOLISTIC MANNER WITHOUT REGARD TO RACE, RELIGION, CREED, NATIONAL ORIGIN, OR SOCIAL STATUS. OUR HEALTH CARE DELIVERY SYSTEM IS STRUCTURED TO OPTIMIZE THE DELIVERY OF SAFE, EFFICIENT, AND COST-EFFECTIVE HEALTH CARE. false false 16641393 0 10903384 See Schedule O 16641393 true false false false false false false false false false true false false true true true false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 22 0 true 113 true false false false false false false false false false false X 6 5 false true false false true true true true true false false true true true true true true true true false OH X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 500 DAYTON OH 45402 X ARTHUR R DISBROW BOARD CHAIR 0.5 2.0 X X 0 0 0 CRAIG C BUNDSCHUH SEC(TO JAN)/TRUSTEE(FROM JAN) 0.5 2.0 X X 0 0 0 REBECCA A RICE UPPER VALLEY MED CTR PRES& CEO 0.5 39.5 X X 0 511177 54827 WILLIAM E LUKENS TRUSTEE 0.5 2.0 X 0 0 0 DOUGLAS R MURRAY TRUSTEE 0.5 1.5 X 0 0 0 PETER E NIMS MD TRUSTEE 0.5 1.5 X 0 0 0 TIMOTHY D SNIDER TREASURER & CFO - SEE SCH O 0.5 19.5 X 0 267607 40198 BENJAMIN A WATSON RECORDING SECRETARY 0.5 2.0 X 0 0 0 FAYEZ D ABBOUD MD PHYSICIAN 40.0 0.0 X 548672 0 31996 ASHOK G BUDDHADEV MD PHYSICIAN 40.0 0.0 X 477778 0 39034 CASS CULLIS MD PHYSICIAN 40.0 0.0 X 483626 0 35256 DON D DELCAMP MD PHYSICIAN 40.0 0.0 X 511776 0 35778 MARK R ZUNKIEWICZ MD PHYSICIAN 40.0 0.0 X 607238 0 35754 2629090 778784 272843 29 false true false COMPHEALTH PO BOX 972651 DALLAS TX 75397 Medical Services 167313 CHOLE MULLEN MD 11769 CAERLEON CT CINCINNATI OH 45241 Medical Services 141100 KUHURANI HUSSAIN MD 425 BROOKWOOD DR TROY OH 45373 Medical Services 124456 3 0 NET PATIENT SERVICES REVENUE 561110 10783224 10783224 10783224 29 29 0 0 5220 5220 0 5220 5220 3159 -3159 -3159 -3159 0 0 0 0 0 0 0 0 0 MISCELLANEOUS 900099 120160 120160 120160 10905474 10903384 2090 0 0 0 0 0 0 12617430 11503311 1114119 285991 260738 25253 1138808 1038251 100557 572941 522350 50591 0 0 0 0 0 0 562745 513055 49690 11092 11092 128673 117311 11362 5116 4664 452 0 1063699 969774 93925 8428 7684 744 0 0 97 97 0 221358 201812 19546 277164 252690 24474 PURCHASED SERVICES 178329 162583 15746 OPERATING SUPPLIES 437448 437448 PURCHASED PERSONNEL 628712 573197 55515 MINOR EQUIPMENT 29666 27046 2620 41998 38290 3708 18209695 16641393 1568302 0 1805 1905 1393978 315229 0 0 951020 1086030 0 0 0 0 0 0 0 0 64190 58352 1376758 760664 470401 616094 0 0 0 0 0 0 149901 99711 167176 242541 3198471 2419862 291071 609411 0 0 0 0 0 0 0 0 0 0 0 5053 0 0 1160679 1977379 1451750 2591843 X 1746721 -171981 0 0 0 0 1746721 -171981 3198471 2419862 X -7304221 5385519 X false true X true false X 0 0 0 0 0 0 7143919 7087342 7801080 8383670 10903384 41319395 0 0 0 7143919 7087342 7801080 8383670 10903384 41319395 0 0 0 41319395 5490 5249 10739 0 5490 5249 10739 0 0 7143919 7087342 7801080 8389160 10908633 41330134 0.99974 0.99985 0.00026 0.00015 X 51143 3374 47769 1300620 757290 543330 24995 24995 616094 LOANS TO PHYSICIANS 204860 MISC RECEIVABLE 37681 242541 0 DUE TO AFFILIATES 1976164 OTHER 1215 1977379 X Schedule D, Part X, Line 2: THE FOLLOWING FOOTNOTE IS FROM THE AUDITED COMBINED FINANCIAL STATEMENTS FOR PREMIER HEALTH AND AFFILIATES. PREMIER HEALTH (PREMIER), MEDAMERICA HEALTH SYSTEMS (MAHS), SAMARITAN HEALTH PARTNERS, ATRIUM HEALTH SYSTEM (AHS), AND UVMC (THE PARENT ORGANIZATION OF UVPC SPECIALISTS, INC.) HAVE BEEN DETERMINED BY THE INTERNAL REVENUE SERVICE TO BE TAX-EXEMPT NONPROFIT CORPORATIONS AND PUBLIC CHARITIES UNDER SECTIONS 501(C)(3) AND 509(A), RESPECTIVELY, OF THE INTERNAL REVENUE CODE. AS TAX-EXEMPT ORGANIZATIONS, THEIR INCOME IS EXEMPT FROM FEDERAL INCOME TAX EXCEPT TO THE EXTENT OF ANY UNRELATED BUSINESS ACTIVITIES. PREMIER, SHP, AND UVMC ALSO OWN OR CONTROL CERTAIN SUBSIDIARIES, WHICH ARE FOR PROFIT CORPORATIONS SUBJECT TO FEDERAL INCOME TAXES. TAXES PAYABLE AT DECEMBER 31, 2016 AND 2015, FOR SUCH UNRELATED BUSINESS ACTIVITIES ARE NOT SIGNIFICANT. MANAGEMENT ANNUALLY REVIEWS THE TAX POSITIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS. X X X X false true false false false false false false false REBECCA A RICE UPPER VALLEY MED CTR PRES& CEO 0 317890 0 161267 0 32020 0 40939 0 13888 0 566004 0 0 TIMOTHY D SNIDER TREASURER & CFO - SEE SCH O 0 198405 0 68205 0 997 0 14231 0 25967 0 307805 0 0 FAYEZ D ABBOUD MD PHYSICIAN 485760 0 40283 0 22629 0 0 0 31996 0 580668 0 0 0 ASHOK G BUDDHADEV MD PHYSICIAN 443975 0 0 0 33803 0 2558 0 36476 0 516812 0 0 0 CASS CULLIS MD PHYSICIAN 452423 0 0 0 31203 0 6369 0 28887 0 518882 0 0 0 DON D DELCAMP MD PHYSICIAN 488381 0 0 0 23395 0 7541 0 28237 0 547554 0 0 0 MARK R ZUNKIEWICZ MD PHYSICIAN 517946 0 70193 0 19099 0 8660 0 27094 0 642992 0 0 0 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, UVPC SPECIALISTS, INC. (UVPCS) AND ITS AFFILIATED ORGANIZATIONS COMPENSATE FOR THIS LIMITATION AND SUPPLEMENT THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. UVPCS 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 TAX RULES PERTAINING TO TAXATION OF THE EARNED BENEFITS UPON VESTING, CERTAIN INDIVIDUALS RECEIVED A PAYOUT OF THE CUMULATIVE VESTED BENEFITS UNDER THEIR SUPPLEMENTAL PLAN DURING 2016. THE INDIVIDUAL LISTED BELOW HAS MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP PLAN AND RECEIVED THE ASSOCIATED PAYMENT IN 2016: REBECCA RICE $6,314. In addition, the following SERP amount was deferred on the participant's behalf during the year and will be held until the incremental amount is vested and paid to the SERP participant: Rebecca Rice $9,476. 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. Part II, Line 2: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hospital. The compensation reported on Part VII & Schedule J, Part II includes all of his reportable compensation, even though Upper Valley Medical Center is reimbursed by the unrelated hospital for his time spent at that institution. PART III, LINE 4A: THE PRIMARY EXEMPT PURPOSE OF UVPC SPECIALISTS, INC. IS TO PROVIDE SPECIALTY HEALTH CARE TO INDIVIDUALS IN THE COMMUNITY SERVED BY UPPER VALLEY MEDICAL CENTER, A RELATED TAX-EXEMPT HOSPITAL. AS A PART OF THE UVMC HEALTH SYSTEM, UVPC SPECIALISTS, INC. IS COMMITTED TO PRESERVING LONG-TERM ACCESS TO QUALITY HEALTH CARE SERVICES FOR MIAMI COUNTY AND THE SURROUNDING AREA. THIS ORGANIZATION WAS FORMED IN 2005 TO ASSURE ACCESS TO APPROPRIATE CARE AT AN ACCEPTABLE COST FOR PATIENTS IN A MANAGED CARE ENVIRONMENT. 2016 OPERATING STATISTICS FOR UVPC SPECIALISTS, INC.: OFFICE VISITS: -SURGICAL 7,369 -CARDIOLOGY 9,868 -OBSTETRICAL/GYNECOLOGICAL 13,493 -OUTPATIENT BEHAVIORAL HEALTH 15,442 -ORTHOPEDICS 9,954 -GASTROENTEROLOGY 13,470 -OTHER SPECIALISTS 4,172 -------- TOTAL 73,768 MEDICAL SERVICES ARE PROVIDED TO ALL INDIVIDUALS, REGARDLESS OF ABILITY TO PAY. INDIVIDUALS MAY BE REFERRED FROM UPPER VALLEY MEDICAL CENTER, UPPER VALLEY PROFESSIONAL CORPORATION (RELATED 501(C)(3) ORGANIZATIONS), PRIVATE PHYSICIANS, AND OTHER ORGANIZATIONS. UVPC SPECIALISTS, INC. PARTICIPATES IN GOVERNMENT-SPONSORED HEALTH CARE PROGRAMS SUCH AS MEDICARE AND MEDICAID. UVPC SPECIALISTS, INC. PROVIDES CHARITY CARE TO ITS PATIENTS, WHICH IS DETERMINED CASE-BY-CASE BASED ON THE PATIENT'S INDIVIDUAL CIRCUMSTANCES AND NEEDS. PATIENTS WHO ARE IDENTIFIED FOR POTENTIAL CHARITY CARE ARE ASKED TO COMPLETE A FINANCE STATEMENT. IF THE PATIENT'S FAMILY'S INCOME FALLS WITHIN 400% OF THE FEDERAL POVERTY GUIDELINES, THE PATIENT QUALIFIES FOR ASSISTANCE UNDER THE FINANCIAL ASSISTANCE POLICY. ALL OR PART OF THE ACCOUNT WILL BE WRITTEN OFF TO CHARITY CARE, BASED UPON A SLIDING FEE SCHEDULE. THE AMOUNTS CHARGED TO PATIENTS WHO ARE ELIGIBLE FOR FINANCIAL ASSISTANCE ARE NOT MORE THAN THE AMOUNTS GENERALLY BILLED TO INDIVIDUALS WHO HAVE INSURANCE COVERING SUCH CARE. WE OFFER REASONABLE PAYMENT PLANS TO THOSE WHO HAVE QUALIFIED FOR CHARITY CARE. PATIENTS MAY ALSO QUALIFY FOR CHARITY CARE DISCOUNTS DUE TO A MEDICALLY-BASED CATASTROPHIC EVENT WHICH HAS OCCURRED IN THEIR LIFE. IF A PATIENT QUALIFIES FOR THIS DISCOUNT, HE/SHE WOULD ONLY BE HELD RESPONSIBLE FOR PAYMENT OF HIS/HER FAMILY'S MEDICAL EXPENSES UP TO 15% OF THEIR ANNUAL INCOME. FORM 990, PART VI, SECTION A, QUESTION 3: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF UVPC SPECIALISTS, INC. (UVPCS) DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR UVPCS, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE EXPENSES AND THE CONSOLIDATION OF SUCH SERVICES. UVPCS SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. UVPCS SHALL IMPLEMENT ANY CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. UVPCS SHALL IMPLEMENT ANY BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF UVPCS WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO INSURERS. UVPCS 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. UVPCS MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN PREMIER'S ACTIVITIES. FORM 990, PART VI, SECTION A, QUESTION 6: UVMC IS THE SOLE SHAREHOLDER OF THE 375 SHARES OF COMMON STOCK OF UPPER VALLEY PROFESSIONAL CORPORATION, WHICH INCLUDES UVPC SPECIALISTS, INC. AND AFTER HOURS FAMILY CARE, INC. UNDER A "SHARE CONTROL AGREEMENT", THE SHAREHOLDER AGREES TO VOTE EACH SHARE OF THE CORPORATION'S CAPITAL STOCK ON ANY MATTER SUBMITTED FOR A VOTE, ONLY AS APPROVED IN ADVANCE AND IN WRITING BY UPPER VALLEY PROFESSIONAL CORPORATION. THE SHAREHOLDER RECEIVES NO ECONOMIC BENEFIT FROM ITS OWNERSHIP OF THE CORPORATION. FORM 990, PART VI, SECTION A, QUESTION 7A & 7B: THE SHAREHOLDER SHALL ELECT ONLY PERSONS APPROVED BY UPPER VALLEY PROFESSIONAL CORPORATION (UVPC) AS TRUSTEES OF UVPC SPECIALISTS, INC. UVPC SHALL HAVE THE POWER TO REQUIRE THE SHAREHOLDER TO INITIATE ANY AND ALL ACTIONS AS TO THE ELECTION AND REMOVAL OF TRUSTEES OF UVPC SPECIALISTS, INC. AND THE FILLING OF VACANCIES ON THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION B, QUESTION 11B: THIS 990 TAX RETURN AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER HEALTH (PREMIER), OF WHICH UVMC (THE PARENT OF UVPC SPECIALISTS, INC.) IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. THE RETURN IS CONCURRENTLY SENT TO ERNST & YOUNG U.S. LLP FOR THEIR REVIEW. 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 SENT TO ERNST & YOUNG U.S. LLP FOR A FINAL REVIEW AND 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 TAX RETURN IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. FORM 990, PART VI, SECTION B, QUESTION 12C: PREMIER HEALTH (PREMIER), WITH WHICH UVMC (THE PARENT OF UVPC SPECIALISTS, INC.) IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, OFFICERS, EXECUTIVE DIRECTORS, VICE PRESIDENTS, DIRECTORS, PURCHASING DEPARTMENT STAFF, AUTHORIZED PURCHASERS, MEDICAL DIRECTORS, DEPARTMENT AND SECTIONS CHAIRS, 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 REPORT 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 TAX RETURN. FORM 990, PART VI, SECTION B, QUESTION 15A and 15B: COMPENSATION TO UVPC SPECIALISTS, INC.'S CEO IS REVIEWED AND APPROVED BY PREMIER HEALTH (PREMIER), WITH WHICH UVMC (THE PARENT OF UVPC SPECIALISTS, INC.) 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 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 IS COMPRISED OF THREE MEMBERS, ALL OF WHOM ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF STRATEGY OFFICER, CHIEF INTEGRATION 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, QUESTION 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 ON THE COMPANY WEBSITE. Form 990, Part VII, Line 1A, item 8: Timothy Snider serves as an officer for both Upper Valley Medical Center and another unrelated hospital. However, 100% of his compensation is paid by Upper Valley Medical Center. Mr. Snider spends approximately one-half of his working hours at each Hospital. The compensation reported on Part VII & Schedule J, Part II includes all of his reportable compensation, even though Upper Valley Medical Center is reimbursed by the unrelated hospital for his time spent at that institution. FORM 990, PART XI, LINE 9: EQUITY TRANSFER $5,385,519 Upper Valley Professional Corp (UVPC) 110 N MAIN ST SUITE 500 DAYTON OH 45402 311400963 Healthcare OH 501(C)(3) 10 UVMC true UVMC 110 N MAIN ST SUITE 500 DAYTON OH 45402 341850683 Parent OH 501(C)(3) 12-III-FI NA false UVMC Nursing Care Inc 110 N MAIN ST SUITE 500 DAYTON OH 45402 311224064 Nursing Homes OH 501(C)(3) 10 UVMC true Upper Valley Medical Center 110 N MAIN ST SUITE 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true After Hours Family Care Inc 31 Stanfield Rd 201 Troy OH 45373 311269483 Healthcare OH UVPC C Corp 0 0 true UVMC Management Corporation 3130 North County Road 25A Troy OH 45373 311360489 MGT Company OH UVMC C Corp 0 0 true false false true false false false false false false false false false true false true true true true true UPPER VALLEY MEDICAL CENTER C 5385519 FMV UPPER VALLEY MEDICAL CENTER O 1106580 FMV UPPER VALLEY MEDICAL CENTER P 2689196 FMV UPPER VALLEY MEDICAL CENTER Q 585059 FMV UPPER VALLEY PROFESSIONAL CORP M 317414 FMV UPPER VALLEY PROFESSIONAL CORP O 6944190 FMV UPPER VALLEY PROFESSIONAL CORP P 156625 FMV UPPER VALLEY PROFESSIONAL CORP Q 366302 FMV UPPER VALLEY PROFESSIONAL CORP R 89538 FMV