2016-11-12T09:35:50-06:00 2015-12-31 ERNST & YOUNG US LLP 800 YARD ST 200 GRANDVIEW HEIGHTS OH 43212 990 2015-01-01 311446699 Premier Health Partners % J MICHAEL SIMS PREM 9374999942 110 N MAIN ST 500 Dayton OH 45402 J MICHAEL SIMS VP FINANCE 9374999942 2016-11-01 true DIANE L BEAN P00104972 6142245678 2015 2017-02-10 21:41:12Z PREMIER HEALTH James R Pancoast 110 N MAIN ST Suite 500 Dayton OH 45402 3445804 false X www.premierhealth.com X 1995 OH WE WILL BUILD HEALTHIER COMMUNITIES WITH OTHERS WHO SHARE OUR COMMITMENT TO PROVIDE HIGH-QUALITY, COST-COMPETITIVE HEALTH CARE SERVICES. 21 19 25 20 0 51202 0 0 0 871013 0 0 0 2574791 0 3445804 0 100 0 0 1399903 2789320 0 0 0 301792 4333738 1701695 7123158 -1701695 -3677354 231214 290232 33399 1712705 197815 -1422473 X WE WILL BUILD HEALTHIER COMMUNITIES WITH OTHERS WHO SHARE OUR COMMITMENT TO PROVIDE HIGH-QUALITY, COST-COMPETITIVE HEALTH CARE SERVICES. true false 6442309 100 871013 See Schedule O 0 0 0 See Schedule O 6442309 true false false false false false false false false false true false false false false 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 true true true true false false true 173 0 true 25 true false false false false false false false false false false X 21 19 false false false false true true true true true false false true true true true true true true true false X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 500 DAYTON OH 45402 R DANIEL SADLIER BOARD CHAIR 0.5 0.5 X X 0 0 0 JAMES R PANCOAST TRUSTEE / PRESIDENT & CEO 8.0 32.0 X X 0 1805699 58093 GEORGE T BRODERICK JR MD TRUSTEE 0.5 1.5 X 0 0 0 THOMAS E BURKHARDT TRUSTEE 0.5 0.5 X 0 0 0 KATHLEEN A CARLSON TRUSTEE 0.5 0.5 X 0 0 0 LARRY L HOLLINGSHEAD TRUSTEE 0.5 0.5 X 0 0 0 DANIEL L HOOD MD TRUSTEE 0.5 0.0 X 0 0 0 JILL HREBEN TRUSTEE 0.5 0.5 X 0 0 0 CHARLES A JONES TRUSTEE 0.5 0.5 X 0 0 0 JEFFREY S LEVINE TRUSTEE 0.5 0.5 X 0 0 0 JOHN W LOHBECK TRUSTEE 0.5 0.5 X 0 0 0 WILLIAM E LUKENS TRUSTEE 0.5 0.5 X 0 0 0 MITCH MELFI TRUSTEE 0.5 0.0 X 0 0 0 ANITA J MOORE TRUSTEE 0.5 0.5 X 0 0 0 DOUGLAS R MURRAY TRUSTEE 0.5 0.5 X 0 0 0 PETER E NIMS MD TRUSTEE 0.5 0.5 X 0 0 0 DARIN J PANGALANGAN MD TRUSTEE 0.5 0.0 X 0 35375 0 DAVID A PEARCE TRUSTEE (TO MAR) 0.5 0.0 X 0 0 0 EDGAR M PURVIS JR TRUSTEE 0.5 0.0 X 0 0 0 BELINDA STENSON TRUSTEE 0.5 0.0 X 0 0 0 THOMAS G THORNTON MD TRUSTEE 0.5 0.0 X 0 0 0 JEFFREY S ZOLLETT MD TRUSTEE 0.5 0.5 X 0 834 0 MARY H BOOSALIS EXECUTIVE VP & COO 39.5 0.5 X 0 898118 46974 DALE E CREECH BOARD SECRETARY & CLO 8.0 32.0 X 0 624758 60638 THOMAS M DUNCAN BOARD TREASURER & CFO 39.5 0.5 X 0 842187 713927 THOMAS R CURTIN SYSTEM VP - REVENUE CYCLE 8.0 30.5 X 0 276277 37323 GARY G GINTER SYSTEM VP - CIO 8.0 32.0 X 0 493377 53719 BARBARA A JOHNSON SYSTEM VP - HR OPERATIONS 8.0 32.0 X 0 491255 17489 TAMMY S LUNDSTROM MD SYSTEM VP - CMO 8.0 32.0 X 0 656668 10493 THOMAS R PARKER SYS VP -CHF EXPERIENCE OFFICER 8.0 32.0 X 0 481498 38310 CRAIG SELF SYSTEM VP - CSO 8.0 32.0 X 0 380470 37955 MARK W SHAW SYSTEM VP - MANAGED CARE 8.0 32.0 X 0 393525 61180 SCOTT A SHELTON SYSTEM VP - CPO 8.0 32.0 X 0 313527 29282 SYLVAIN TREPANIER DNP RN CENP SYSTEM VP - CNO 8.0 31.0 X 0 386458 17725 JERRY CLARK MD PRESIDENT/CMO PREMIER HLTH GRP 40.0 0.0 X 451013 0 36005 KATHLEEN L FORBES MD CHIEF INTEGRATION OFFICER 40.0 0.0 X 517737 0 12312 RENEE P GEORGE VP OPS - PREMIER HEALTH GROUP 40.0 0.0 X 300232 0 21000 HAROLD T KEPLER DO PREMIER HEALTH PLAN MED DIR 40.0 0.0 X 234554 5006 42617 J NICK LAIR VP MARKET DEVELOPMENT - PHG 40.0 0.0 X 294314 0 46572 MARY M CLANCY FORMER KEY EMPLOYEE 0.0 40.0 X 0 495319 41015 MARK S SHAKER FORMER KEY EMPLOYEE 0.0 40.0 X 0 856296 32548 1797850 9436647 1415177 10 true true false EPIC SYSTEMS CORPORATION PO BOX 88314 MILWAUKEE WI 53288 SOFTWARE MAINTENANCE 5430433 PLATINUM MARKETING GROUP 700 W PETE ROSE WAY 535 CINCINNATI OH 45203 PROFESSIONAL SERVICE 3246349 INFOR US INC NW 7418 PO BOX 1450 MINNEAPOLIS MI 55485 SOFTWARE MAINTENANCE 1978950 STUDER GROUP PO BOX 71676 CHICAGO IL 60694 PROFESSIONAL SERVICE 1685062 PHILIPS HEALTHCARE INFORMATICS 4100 E THIRD AVE 101 FOSTER CITY CA 94404 SOFTWARE MAINTENANCE 1310063 98 0 POPULATION HEALTH REVENUE 871013 871013 871013 0 0 0 0 0 0 0 0 0 0 MANAGEMENT FEES 2574791 2574791 2574791 3445804 871013 2574791 X 100 100 0 0 0 0 0 2612605 2362840 249765 0 20078 18159 1919 156637 141663 14974 0 0 0 0 0 0 3939445 3562834 376611 1191 1191 39474 35700 3774 5610 5074 536 0 46329 41900 4429 32576 29462 3114 0 18574 16798 1776 0 0 12179 11015 1164 52291 47292 4999 PURCHASED SERVICES 99533 90018 9515 RISK ADJUSTMENT FEES 76000 68734 7266 SPECIAL EVENTS 3429 3101 328 OTHER 7107 6428 679 7123158 6442309 680849 0 0 0 0 0 0 0 0 200066 0 0 0 0 0 0 0 0 231214 0 102345 12179 0 90166 0 0 0 0 0 0 0 0 0 0 231214 290232 33399 1712705 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 33399 1712705 X 197815 -1422473 0 0 0 0 197815 -1422473 231214 290232 X -3677354 2057066 X false true X true false X X 4 ATRIUM MEDICAL CENTER 311079309 3 true 0 0 GOOD SAMARITAN HOSPITAL 310536981 3 true 0 0 MIAMI VALLEY HOSPITAL 310537504 3 true 0 0 UPPER VALLEY MEDICAL CENTER 310537095 3 true 0 0 4 0 0 true false false false false false false false false false false false false false false true false SCHEDULE A, PART IV, SECTION B, LINE 1: COLLECTIVELY, EACH HOSPITALS PARENT ORGANIZATIONS ARE PREMIER HEALTHS (PREMIER) PARENTS AS WELL. THOSE PARENT ORGANIZATIONS HAVE THE RIGHT TO ELECT THE BOARD OF DIRECTORS OF PREMIER AND THEIR RESPECTIVE SUPPORTED HOSPITAL. CONTROL OVER THE APPOINTMENT OF THE MAJORITY OF PREMIER'S BOARD OF DIRECTORS EFFECTIVELY RESTS IN THE HANDS OF THE SAME PERSONS WHO GOVERN PREMIER'S PARENTS AND THEIR SUPPORTED HOSPITAL ORGANIZATIONS. CONSEQUENTLY, ACTIONS TAKEN BY THE PARENT ORGANIZATIONS ARE ESSENTIALLY THOSE OF THE SUPPORTED HOSPITAL BOARDS AS WELL. IN THIS REGARD, CATHOLIC HEALTH INITIATIVES THROUGH SAMARITAN HEALTH PARTNERS, THE PARENT OF GOOD SAMARITAN HOSPITAL, ELECTS 7 BOARD MEMBERS; ATRIUM HEALTH SYSTEMS, THE PARENT OF ATRIUM MEDICAL CENTER, ELECTS 3 BOARD MEMBERS; AND UVMC, THE PARENT OF UPPER VALLEY MEDICAL CENTER, ELECTS 3 BOARD MEMBERS OF PREMIER. MEDAMERICA, THE PARENT OF MIAMI VALLEY HOSPITAL, ELECTS THE REMAINING 8 BOARD MEMBERS OF PREMIER. THE TERMS OF THE JOINT OPERATING AGREEMENT (THE DOCUMENT THAT SERVED AS THE FOUNDATION FOR THE CREATION OF PREMIER) AMONG THESE PARTIES PROVIDES FOR DETAILED POWERS AND AUTHORITIES OVER CERTAIN ASPECTS OF THE COLLECTIVE GROUP. 9428 681 8747 92917 11498 81419 90166 0 0 X SCHEDULE D, PART X, LINE 2: PREMIER HEALTH (PREMIER), MEDAMERICA HEALTH SYSTEMS (MAHS), ATRIUM HEALTH SYSTEM (AHS), AND UVMC 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. SAMARITAN HEALTH PARTNERS (SHP) IS TAX-EXEMPT UNDER SECTION 501(C)(3) AND IS A PUBLIC CHARITY BY REASON OF BEING INCLUDED IN THE GROUP RULING ISSUED TO THE U.S. CATHOLIC CHURCH. AS TAX-EXEMPT ORGANIZATIONS, THEIR INCOME IS EXEMPT FROM FEDERAL INCOME TAX EXCEPT TO THE EXTENT OF ANY UNRELATED BUSINESS ACTIVITIES. PREMIER, MAHS, SHP, AHS, AND UVMC ALSO OWN OR CONTROL CERTAIN SUBSIDIARIES, WHICH ARE FOR PROFIT CORPORATIONS SUBJECT TO FEDERAL INCOME TAXES. THE ENTITIES CONTROLLED OR OWNED BY PREMIER ARE: * PREMIER HEALTH INSURING COMPANY (PHIC) (A WHOLLY OWNED SUBSIDIARY OF PREMIER) * PREMIER HEALTH ACO OF OHIO (A WHOLLY OWNED SUBSIDIARY OF PHIC) * PREMIER HEALTH PLAN (PHPLAN) (A WHOLLY OWNED SUBSIDIARY OF PHIC) TAXES PAYABLE AT DECEMBER 31, 2015 AND 2014, 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 JAMES R PANCOAST TRUSTEE / PRESIDENT & CEO 0 1019394 0 395850 0 390455 0 33677 0 24416 0 1863792 0 0 MARY H BOOSALIS EXECUTIVE VP & COO 0 639166 0 228258 0 30694 0 36740 0 10234 0 945092 0 0 DALE E CREECH BOARD SECRETARY & CLO 0 395325 0 127297 0 102136 0 34542 0 26096 0 685396 0 0 THOMAS M DUNCAN BOARD TREASURER & CFO 0 589226 0 227183 0 25778 0 703164 0 10763 0 1556114 0 0 THOMAS R CURTIN SYSTEM VP - REVENUE CYCLE 0 217857 0 55160 0 3260 0 8232 0 29091 0 313600 0 0 GARY G GINTER SYSTEM VP - CIO 0 351975 0 139106 0 2296 0 26339 0 27380 0 547096 0 0 BARBARA A JOHNSON SYSTEM VP - HR OPERATIONS 0 372517 0 106120 0 12618 0 7701 0 9788 0 508744 0 0 TAMMY S LUNDSTROM MD SYSTEM VP - CMO 0 519002 0 131441 0 6225 0 8908 0 1585 0 667161 0 0 THOMAS R PARKER SYS VP -CHF EXPERIENCE OFFICER 0 369184 0 87253 0 25061 0 26354 0 11956 0 519808 0 0 CRAIG SELF SYSTEM VP - CSO 0 314509 0 64068 0 1893 0 11333 0 26622 0 418425 0 0 MARK W SHAW SYSTEM VP - MANAGED CARE 0 282789 0 65769 0 44967 0 35804 0 25376 0 454705 0 0 SCOTT A SHELTON SYSTEM VP - CPO 0 250217 0 50865 0 12445 0 25280 0 4002 0 342809 0 0 SYLVAIN TREPANIER DNP RN CENP SYSTEM VP - CNO 0 329769 0 55449 0 1240 0 7971 0 9754 0 404183 0 0 JERRY CLARK MD PRESIDENT/CMO PREMIER HLTH GRP 314674 0 85765 0 50574 0 26970 0 9035 0 487018 0 0 0 KATHLEEN L FORBES MD CHIEF INTEGRATION OFFICER 265487 0 250000 0 2250 0 0 0 12312 0 530049 0 0 0 RENEE P GEORGE VP OPS - PREMIER HEALTH GROUP 253960 0 45640 0 632 0 9526 0 11474 0 321232 0 0 0 HAROLD T KEPLER DO PREMIER HEALTH PLAN MED DIR 205324 5006 8708 0 20522 0 21826 120 20225 446 276605 5572 0 0 J NICK LAIR VP MARKET DEVELOPMENT - PHG 224436 0 41191 0 28687 0 21914 0 24658 0 340886 0 0 0 MARY M CLANCY FORMER KEY EMPLOYEE 0 375335 0 91082 0 28902 0 26749 0 14266 0 536334 0 0 MARK S SHAKER FORMER KEY EMPLOYEE 0 542207 0 153918 0 160171 0 28201 0 4347 0 888844 0 0 PART I, LINE 3: THE CEO, CFO, AND COO'S COMPENSATION IS REPORTED AS PAID BY MEDAMERICA HEALTH SYSTEMS. SEE COMMENT IN SCHEDULE O PERTAINING TO PART VI, SECTION B, QUESTION 15A & 15B FOR FURTHER EXPLANATION. 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, PREMIER HEALTH (PREMIER) AND ITS AFFILIATED ORGANIZATIONS COMPENSATES FOR THIS LIMITATION AND SUPPLEMENTS THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. PREMIER 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 2015. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND RECEIVED THE ASSOCIATED PAYMENT IN 2015: MARY CLANCY $24,100; DALE CREECH $94,589; BARBARA JOHNSON $5,674; J. NICK LAIR $9,733; MARK SHAKER $132,010; MARK SHAW $37,161; SCOTT A. SHELTON $8,625. THE INDIVIDUAL LISTED BELOW HAS MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP AND RECEIVED THE ASSOCIATED PAYMENT IN 2015: JIM PANCOAST $353,371. 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. IN ADDITION, THE FOLLOWING INDIVIDUAL HAS NOT YET MET THE MULTI-YEAR VESTING REQUIREMENTS UNDER THE SERP. THE FOLLOWING AMOUNT WAS DEFERRED ON HIS BEHALF UNTIL THE MULTI-YEAR VESTING HAS BEEN MET; THOMAS DUNCAN $674,464. PART I, LINE 7B: Net unrelated business taxable income is amounts from partnership investments that is not recognized for book purposes, therefore no unrelated business income appears on Part VIII. PART III, LINE 2: PREMIER HEALTH ACO OF OHIO (PHAO) PHAO WAS INCORPORATED AS A NOT-FOR-PROFIT, TAXABLE ENTITY FOR FEDERAL TAX PURPOSES IN 2015. IT WAS FORMED FOR THE PURPOSE OF DEVELOPMENT AND OPERATION OF A NEXT GENERATION ACCOUNTABLE CARE ORGANIZATION. Part III, 4A: Premier Health Group (PHG) is a non-equity model Physician Hospital Organization created to clinically integrate physicians and hospitals in the common interest of achieving the Triple Aim: Improved consumer experience with the healthcare system and lowering total cost of care, while maintaining or improving quality outcomes. PHG serves as the provider network for, and provides continuous quality improvement functions for Premier Health Plan and Premier Health Insuring Corporation, both affiliates of Premier Health. Through our physician led organization, we deploy various population health models to our providers to help them better coordinate care for their patients in our efforts to serve Premier Healths mission of Building Healthier Communities. Part III, 4B: The primary exempt purpose of Premier Health (Premier) is to establish, maintain, support, and stimulate the development of four healthcare systems including without limitation, hospitals, clinics, and other facilities that provide inpatient or outpatient care or ambulatory services, accommodations, diagnostics, and treatments to persons suffering from illness. As such, Premier is responsible for oversight of the four hospital entities as its charitable goal, and the information below is cumulative of their separate reports: QUANTITATIVE DESCRIPTION OF COMMUNITY BENEFIT COMMUNITY BENEFIT SUMMARY FROM RELATED HOSPITALS SCHEDULE H For the year ended December 31, 2015 (in thousands) Charity And Means-tested Government Programs and Certain Other Community Benefits at Cost: Charity Care at cost $19,666 Unreimbursed Medicaid $87,726 Unreimbursed Costs of other means-tested government programs $2,993 -------- Total $110,385 Other Benefits: Community Health Improvement services & Community benefit operations $3,679 Health Professions education $3,194 Subsidized health services $44,519 Cash and in-kind contributions for community groups $5,173 -------- Total $56,565 -------- Grand Total PROGRAM & OTHER COMMUNITY BENEFITS $166,950 Community Building Activities: Other $1,165 ------ Total COMMUNITY BUILDING ACTIVITIES $1,165 Unpaid Cost of Medicare (Allowable Cost and Reimbursements reported on Medicare Cost Report) $35,925 Other Unpaid Cost of Medicare (Cost and Reimbursements not reported on Medicare Cost Report) $99,468 -------- Total UNPAID COST OF MEDICARE $135,393 Total Community Benefit including the Unpaid -------- Costs of Medicare $303,508 FORM 990, PART VI, SECTION A, QUESTION 6: PREMIER HEALTH HAS FOUR CORPORATE MEMBERS; MEDAMERICA HEALTH SYSTEMS, CATHOLIC HEALTH INITIATIVES, ATRIUM HEALTH SYSTEMS, AND UVMC. FORM 990, PART VI, SECTION A, QUESTION 7A: MEDAMERICA ELECTS 8 BOARD MEMBERS, CATHOLIC HEALTH INITIATIVES ELECTS 7 BOARD MEMBERS, ATRIUM HEALTH SYSTEMS ELECTS 3 BOARD MEMBERS AND UVMC ELECTS 3 BOARD MEMBERS. FORM 990, PART VI, SECTION A, QUESTION 7B: THE MEMBERS MUST APPROVE ANY DISSOLUTION OF ASSETS AND ANY CHANGES IN THE CODE OF REGULATIONS OR ARTICLES OF INCORPORATION. THE MEMBERS DO NOT APPROVE ANY OPERATIONS DECISIONS OF THE BOARD. 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). 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) 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 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 TAX RETURN. FORM 990, PART VI, SECTION B, QUESTION 15A AND 15B: PREMIER HEALTH 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, 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 WWW.PREMIERHEALTH.COM. FORM 990, Part VII, Section A, System Key Employees: The System Key Employees' total compensation amount is accurately reported on the various entities they serve. If the System Key Employee's compensation is paid by an unrelated entity, their compensation is being reported as related compensation to avoid the erroneous perception that these individuals are being paid identical amounts by multiple parties. FORM 990, PART IX, LINE 11G: POPULATION HEALTH CONSULTING FEE $3,466,645 CONSULTANT FEES NON-CLINICAL $472,800 ----------- $3,939,445 FORM 990, PART XI, LINE 9: EQUITY TRANSFERS FROM AFFILIATED ORGANIZATIONS $2,057,066 PREMIER HEALTH GROUP LLC 110 N MAIN ST 500 DAYTON OH 45402 461428664 DR NETWORK OH 3445804 290232 PREMIER MedAmerica Health Systems (MAHS) 110 N MAIN ST 500 Dayton OH 45402 311040228 Parent OH 501(C)(3) 11C III FI NA false Miami Valley Hospital (MVH) 110 N MAIN ST 500 Dayton OH 45402 310537504 Hospital OH 501(C)(3) 3 MAHS true Atrium Health Systems (AHS) 110 N MAIN ST 500 Dayton OH 45402 310537492 Parent OH 501(C)(3) 11C III FI NA false Atrium Medical Center (AMC) 110 N MAIN ST 500 Dayton OH 45402 311079309 Hospital OH 501(C)(3) 3 AHS true Samaritan Health Partners (SHP) 110 N MAIN ST 500 Dayton OH 45402 311107411 Parent OH 501(C)(3) 11C III FI NA false Good Samaritan Hospital (GSH) 110 N MAIN ST 500 Dayton OH 45402 310536981 Hospital OH 501(C)(3) 3 SHP true UVMC 110 N MAIN ST 500 DAYTON OH 45402 341850683 Parent OH 501(C)(3) 11C III FI NA false Upper Valley Medical Center 110 N MAIN ST 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true PREMIER HEALTH PLAN INC 110 N Main St 500 Dayton OH 45402 463024049 HEALTH INSURANCE OH PHIC C CORP 15863081 12485938 1.00000 true PREMIER HEALTH INSURING CO (PHIC) 110 N MAIN ST 500 DAYTON OH 45402 464766841 HEALTH INSURANCE OH PREMIER HEALTH C CORP 60247624 19587598 1.00000 true PREMIER HEALTH ACO OF OHIO 110 N MAIN ST 500 DAYTON OH 45402 474049773 MEDICARE ACO OH PREMIER HEALTH C CORP 0 0 1.00000 true false false true false false false false false false true false false false false false true false false MIAMI VALLEY HOSPITAL C 1040888 FMV GOOD SAMARITAN HOSPITAL C 460393 FMV ATRIUM MEDICAL CENTER C 300256 FMV UPPER VALLEY MEDICAL CENTER C 200171 FMV PREMIER HEALTH INSURING CO Q 2240068 FMV PREMIER HEALTH PLAN Q 334723 FMV