2015-11-13T19:03:47-06:00 2014-12-31 ERNST & YOUNG US LLP 800 YARD ST 200 GRANDVIEW HEIGHTS OH 43212 990 2014-01-01 311446699 Premier Health Partners % J MICHAEL SIMS PREM 9374999942 110 N MAIN ST 500 Dayton OH 45402 J MICHAEL SIMS VP FINANCE 6142245678 2015-11-09 true DIANE L BEAN P00104972 6142245678 2014 2016-04-25 22:37:26Z Premier Health James R Pancoast 110 N MAIN ST Suite 500 Dayton OH 45402 0 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. 19 18 16 18 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1035652 1399903 0 0 0 6462025 301792 7497677 1701695 -7497677 -1701695 120996 231214 14214 33399 106782 197815 X WE WILL BUILD HEALTHIER COMMUNITIES WITH OTHERS WHO SHARE OUR COMMITMENT TO PROVIDE HIGH-QUALITY, COST-COMPETITIVE HEALTH CARE SERVICES. true false 1457214 0 0 See Schedule O and Attachment 2 1457214 true false false false false false false false false false false 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 138 0 true 16 true false false false false false false false false false false false X 19 18 false false 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 GEORGE BRODERICK JR MD Trustee 0.5 0.0 X 0 0 0 TOM BURKHARDT Trustee 0.5 0.0 X 0 0 0 KATHLEEN CARLSON Trustee 0.5 0.0 X 0 0 0 LARRY HOLLINGSHEAD TRUSTEE 0.5 1.0 X 1800 0 0 CHARLES JONES TRUSTEE 0.5 0.0 X 0 0 0 JEFFREY LEVINE TRUSTEE 0.5 0.0 X 0 0 0 WILLIAM LUKENS TRUSTEE 0.5 0.0 X 0 0 0 MITCH MELFI TRUSTEE 0.5 0.0 X 0 0 0 ANITA MOORE TRUSTEE 0.5 1.0 X 0 0 0 DOUGLAS MURRAY TRUSTEE 0.5 0.0 X 0 0 0 PETER NIMS MD Trustee 0.5 0.0 X 0 0 0 JAMES R PANCOAST PRESIDENT & CEO 6.0 33.5 X X 0 1239223 59975 DAVID PEARCE TRUSTEE 0.5 0.0 X 0 0 0 EDGAR PURVIS TRUSTEE 0.5 0.0 X 0 0 0 R DANIEL SADLIER BOARD CHAIR 0.5 0.0 X X 0 0 0 NED SIFFERLEN TRUSTEE 0.5 0.0 X 0 0 0 BELINDA STENSON TRUSTEE 0.5 0.0 X 0 0 0 THOMAS THORNTON MD TRUSTEE 0.5 0.0 X 0 0 0 JEFFREY ZOLLETT MD TRUSTEE 0.5 0.0 X 0 0 0 MARY H BOOSALIS EXECUTIVE VP & COO 39.5 0.5 X 0 806833 49532 DALE E CREECH BOARD SECRETARY & CLO 8.0 32.0 X 0 576691 155680 THOMAS M DUNCAN BOARD TREASURER & CFO 39.5 0.5 X 0 717713 483062 RENEE P GEORGE SYS VP -REVENUE CYCLE (TO SEP) 8.0 32.0 X 0 262907 21843 TAMMY S LUNDSTROM SYS VP - MEDICAL AFFAIRS & CMO 8.0 32.0 X 0 614198 9696 MICHAEL J MAIBERGER SYS SR VP-CHIEF STRAT OFFICER 8.0 32.0 X 0 564224 46894 MARK W SHAW SYSTEM VP - MANAGED CARE 8.0 32.0 X 0 388917 99374 THOMAS A NASH SYSTEM VP - CPO (TO JUL) 8.0 32.0 X 0 284206 111206 THOMAS R CURTIN SYS VP REVENUE CYCLE(FROM SEP) 8.0 32.0 X 0 232395 53830 GARY G GINTER SYSTEM VP & CIO 8.0 32.0 X 0 338708 41276 BARBARA A JOHNSON SYSTEM VP - HR OPERATIONS 8.0 32.0 X 0 462639 21525 THOMAS R PARKER SYSTEM VP - SERVICE LINES 8.0 32.0 X 0 454750 28492 SCOTT A SHELTON SYSTEM VP - CPO (FROM OCT) 8.0 32.0 X 0 435366 38447 SYLVAIN TREPANIER SYSTEM VP NURSING SERVICES/CNO 8.0 32.0 X 0 354001 13675 JERRY CLARK MD PHG PRESIDENT 40.0 0.0 X 420897 0 35696 THOMAS J MALONEY PHG VP FINANCE 40.0 0.0 X 214189 0 42151 EVANTHIA STEFFENS PHG DIR CLINICAL INTEGRATION 40.0 0.0 X 162018 0 35853 J NICK LAIR PHG VP MARKET DEVELOPMENT 40.0 0.0 X 291654 0 60819 DAVID J CARPENTER PHG DEPARTMENT DIRECTOR 40.0 0.0 X 155202 0 19175 MARK S SHAKER FORMER KEY 0.0 40.0 X 0 750334 166845 MARY M CLANCY FORMER KEY 0.0 40.0 X 0 496587 69115 WILLIAM E LINESCH FORMER KEY 0.0 40.0 X 0 306670 37851 1245760 9286362 1702012 6 true true false EPIC SYSTEMS CORPORATION PO BOX 88314 MILWAUKEE WI 53288 SOFTWARE MAINTENANCE 4305000 FARUKI IRELAND COX PLL 10 N LUDLOW ST DAYTON OH 45402 LEGAL SERVICES 2885172 PLATINUM MARKETING GROUP 700 W PETE ROSE WAY 535 CINCINNATI OH 45203 PROFESSIONAL SERVICE 2398757 PHILIPS HEALTHCARE INFORMATICS 4100 E THIRD AVE 101 FOSTER CITY CA 94404 SOFTWARE MAINTENANCE 4062973 NUANCE COMMUNICATIONS INC PO BOX 2561 CAROL STREAM IL 60132 SOFTWARE MAINTENANCE 1849030 77 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1800 1800 0 1314823 1127724 187099 0 13185 11309 1876 70095 60120 9975 0 17354 14885 2469 0 0 0 0 7950 6034 1916 0 40313 34576 5737 1345 1154 191 0 46329 39736 6593 4166 3573 593 0 0 0 0 0 0 PURCHASED SERVICES 158332 135801 22531 TRAINING AND EDUCATION 15774 13529 2245 MINOR EQUIPMENT 3969 3404 565 SPECIAL EVENTS 3786 3247 539 2474 2122 352 1701695 1457214 244481 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 120996 231214 0 0 0 0 0 0 0 0 0 0 0 120996 231214 14214 33399 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14214 33399 X 106782 197815 0 0 0 0 106782 197815 120996 231214 X -1701695 1792728 X false true X true false X X 4 ATRIUM MEDICAL CENTER 311079309 03 true 0 0 GOOD SAMARITAN HOSPITAL 310536981 03 true 0 0 MIAMI VALLEY HOSPITAL 310537504 03 true 0 0 UPPER VALLEY MEDICAL CENTER 310537095 03 true 0 0 4 0 true false false false false false false false false false false false false false false true false SCHEDULE A, PART IV, SECTION B, QUESTION 1: WITH THE EXCEPTION OF MIAMI VALLEY HOSPITAL, EACH OF PREMIER HEALTH'S 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. TAXES PAYABLE AT DECEMBER 31, 2014 AND 2013 FOR SUCH UNRELATED BUSINESS ACTIVITIES ARE NOT SIGNIFICANT. PREMIER, MAHS, SHP, AHS, AND UVMC ALSO OWN OR CONTROL CERTAIN SUBSIDIARIES, WHICH ARE FOR PROFIT CORPORATIONS SUBJECT TO FEDERAL INCOME TAXES. THESE ARE: PREMIER HEALTH INSURING COMPANY (PHIC) (A WHOLLY OWNED SUBSIDIARY OF PREMIER HEALTH) PREMIER HEALTH PLAN (PHPLAN) (A WHOLLY OWNED SUBSIDIARY OF PHIC) MVHE, INC AND PREMIER HEALTH SPECIALISTS, INC. (FORMERLY HEALTH SPECIALISTS OF DAYTON, INC.) (SUBSIDIARIES OF MAHS) SAMARITAN FAMILY CARE (SUBSIDIARY OF SHP) AND SAMARITAN NORTH SURGERY CENTER LIMITED (A JOINT-VENTURE PARTNERSHIP OF WHICH GSH IS AN 80% OWNER) MIDDLETOWN SURGERY CENTER, LLC (A JOINT VENTURE PARTNERSHIP OF WHICH AMC IS AN 80.5% OWNER) (SUBSIDIARY OF AHS) UVMC MANAGEMENT CORPORATION AND AFTER HOURS FAMILY CARE, INC. (SUBSIDIARIES OF UVMC) MANAGEMENT ANNUALLY REVIEWS THE TAX POSITIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS. X X X X true true false false false false false false false JAMES R PANCOAST PRESIDENT & CEO 0 965241 0 233636 0 40346 0 34699 0 25276 0 1299198 0 0 MARY H BOOSALIS EXECUTIVE VP & COO 0 605096 0 172105 0 29632 0 38159 0 11373 0 856365 0 0 DALE E CREECH BOARD SECRETARY & CLO 0 370828 0 95619 0 110244 0 128946 0 26734 0 732371 0 0 THOMAS M DUNCAN BOARD TREASURER & CFO 0 551394 0 141856 0 24463 0 459739 0 23323 0 1200775 0 0 RENEE P GEORGE SYS VP -REVENUE CYCLE (TO SEP) 0 230033 0 32277 0 597 0 8355 0 13488 0 284750 0 0 WILLIAM E LINESCH FORMER KEY 0 161530 0 79381 0 65759 0 34883 0 2968 0 344521 0 0 TAMMY S LUNDSTROM SYS VP - MEDICAL AFFAIRS & CMO 0 478960 0 129296 0 5942 0 8159 0 1537 0 623894 0 0 MICHAEL J MAIBERGER SYS SR VP-CHIEF STRAT OFFICER 0 320114 0 103541 0 140569 0 15964 0 30930 0 611118 0 36545 MARK S SHAKER FORMER KEY 0 481425 0 106006 0 162903 0 162548 0 4297 0 917179 0 0 MARK W SHAW SYSTEM VP - MANAGED CARE 0 265641 0 72161 0 51115 0 73213 0 26161 0 488291 0 0 THOMAS A NASH SYSTEM VP - CPO (TO JUL) 0 131219 0 64106 0 88881 0 86773 0 24433 0 395412 0 0 JERRY CLARK MD PHG PRESIDENT 270339 0 98321 0 52237 0 28772 0 6924 0 456593 0 0 0 THOMAS J MALONEY PHG VP FINANCE 31697 0 29139 0 153353 0 15066 0 27085 0 256340 0 0 0 EVANTHIA STEFFENS PHG DIR CLINICAL INTEGRATION 140047 0 20034 0 1937 0 23599 0 12254 0 197871 0 0 0 J NICK LAIR PHG VP MARKET DEVELOPMENT 195567 0 69780 0 26307 0 34808 0 26011 0 352473 0 0 0 THOMAS R CURTIN SYS VP REVENUE CYCLE(FROM SEP) 0 184090 0 45762 0 2543 0 24688 0 29142 0 286225 0 0 MARY M CLANCY FORMER KEY 0 346734 0 103179 0 46674 0 53764 0 15351 0 565702 0 0 GARY G GINTER SYSTEM VP & CIO 0 309065 0 27885 0 1758 0 28460 0 12816 0 379984 0 0 BARBARA A JOHNSON SYSTEM VP - HR OPERATIONS 0 358650 0 97078 0 6911 0 10423 0 11102 0 484164 0 0 THOMAS R PARKER SYSTEM VP - SERVICE LINES 0 353725 0 77093 0 23932 0 24748 0 3744 0 483242 0 0 SCOTT A SHELTON SYSTEM VP - CPO (FROM OCT) 0 233356 0 33563 0 168447 0 35429 0 3018 0 473813 0 0 SYLVAIN TREPANIER SYSTEM VP NURSING SERVICES/CNO 0 310122 0 42753 0 1126 0 2664 0 11011 0 367676 0 0 DAVID J CARPENTER PHG DEPARTMENT DIRECTOR 137541 0 16299 0 1362 0 6302 0 12873 0 174377 0 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 4A: THOMAS J. MALONEY RECEIVED SEVERANCE PAYMENTS OF $152,923; THOMAS A. NASH RECEIVED SEVERANCE PAYMENTS OF $85,768. 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), 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 2014. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND RECEIVED THE ASSOCIATED PAYMENT IN 2014: MARY CLANCY $43,562; DALE CREECH $103,141; J. NICK LAIR $7,833; WILLIAM LINESCH $42,596; MARK SHAKER $140,478; MARK SHAW $43,312; SCOTT A. SHELTON $164,741. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE SERP AND RECEIVED THE ASSOCIATED PAYMENT IN 2014: JIM PANCOAST $3,442; MICHAEL MAIBERGER $36,545. 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 $428,995. FORM 990, PART III, QUESTION 2: 1) PREMIER HEALTH PLAN, INC. (PHPLAN) PHPLAN WAS INCORPORATED IN 2013 FOR THE PURPOSE OF PROVIDING POINT OF SERVICE PLANS (SUCH AS THE SELF-INSURED HEALTH PLAN FOR PREMIER HEALTH EMPLOYEES) AND TO PROVIDE COMMERCIAL HEALTH INSURANCE PRODUCTS BEGINNING IN 2015. PHPLAN RECEIVED APPROVAL OF ITS HEALTH INSURANCE LICENSE FROM THE OHIO DEPARTMENT OF INSURANCE IN MARCH 2014. 2) PREMIER HEALTH INSURING CORPORATION (PHIC) PHIC WAS INCORPORATED AS A NOT-FOR-PROFIT, TAXABLE ENTITY FOR FEDERAL TAX PURPOSES IN 2014. IT WAS FORMED FOR THE PURPOSE OF PROVIDING MEDICARE ADVANTAGE PRODUCTS BEGINNING IN 2015. PHIC RECEIVED APPROVAL OF ITS HEALTH INSURANCE LICENSE FROM THE OHIO DEPARTMENT OF INSURANCE IN APRIL 2014. Part III, 4A - Programs & Services Related to Mission - 2014 (Tax Exempt Purposes): 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, 2014 (in thousands) Charity And Means-tested Government Programs and Certain Other Community Benefits at Cost: Charity Care at cost $33,612 Unreimbursed Medicaid $72,224 Unreimbursed Cost of other means-tested government programs $1,882 -------- Total $107,718 Other Benefits: Community Health Improvement services & Community benefit operations $7,744 Health Professions education $5,741 Subsidized health services $42,872 Cash and in-kind contributions for community groups $106 -------- Total $56,463 -------- Grand Total PROGRAM & OTHER COMMUNITY BENEFITS $164,181 Community Building Activities: Physical Improvements and housing $1,287 Other $2,481 -------- Total COMMUNITY BUILDING ACTIVITIES $3,768 Unpaid Cost of Medicare (Allowable Cost and Reimbursements reported on Medicare Cost Report) $21,303 Other Unpaid Cost of Medicare (Cost and Reimbursements not reported on Medicare Cost Report) $55,770 -------- Total UNPAID COST OF MEDICARE $77,073 Total Community Benefit including the Unpaid -------- Costs of Medicare $245,022 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 THE COMPANY WEBSITE. FORM 990 - PART XI - LINE 9: EQUITY TRANSFERS FROM AFFILIATED ORGANIZATIONS $1,792,728 PREMIER HEALTH GROUP LLC 110 N MAIN ST SUITE 900 DAYTON OH 45402 461428664 DR NETWORK OH 0 231214 PREMIER MedAmerica Health Systems (MAHS) 110 N MAIN ST SUITE 500 Dayton OH 45402 311040228 Parent OH 501(C)(3) 11-III-FI NA false Miami Valley Hospital (MVH) 110 N MAIN ST SUITE 500 Dayton OH 45402 310537504 Hospital OH 501(C)(3) 3 MAHS true Atrium Health Systems (AHS) 110 N MAIN ST SUITE 500 Dayton OH 45402 310537492 Parent OH 501(C)(3) 11-III-FI NA false Atrium Medical Center (AMC) 110 N MAIN ST SUITE 500 Dayton OH 45402 311079309 Hospital OH 501(C)(3) 3 AHS true Samaritan Health Partners (SHP) 110 N MAIN ST SUITE 500 Dayton OH 45402 311107441 Parent OH 501(C)(3) 11-III-FI NA false Good Samaritan Hospital (GSH) 110 N MAIN ST SUITE 500 Dayton OH 45402 310536981 Hospital OH 501(C)(3) 3 SHP true UVMC 110 N MAIN ST SUITE 500 DAYTON OH 45402 341850683 Parent OH 501(C)(3) 11-III-FI NA false Upper Valley Medical Center 110 N MAIN ST SUITE 500 DAYTON OH 45402 310537095 Hospital OH 501(C)(3) 3 UVMC true PREMIER HEALTH PLAN INC 110 N Main St SUITE 500 Dayton OH 45402 463024049 HEALTH INSURANCE OH PHIC C CORP 7522268 23409831 1.00000 true PREMIER HEALTH INSURING CO (PHIC) 110 N MAIN ST SUITE 500 DAYTON OH 45402 464766841 HEALTH INSURANCE OH PREMIER HEALTH C CORP 4737 10962930 1.00000 true false false true false false false false false false false false false false false false false false false MIAMI VALLEY HOSPITAL C 806252 FMV GOOD SAMARITAN HOSPITAL C 344939 FMV ATRIUM MEDICAL CENTER C 142329 FMV UPPER VALLEY MEDICAL CENTER C 143725 FMV