2024-11-14T08:57:20-06:00 2023-12-31 990 2023-01-01 341850683 UVMC UVMC 9374999942 110 N MAIN ST SUITE 200 DAYTON OH 45402 J MICHAEL SIMS VP/TREAS/CORP CONTROLLER 9374999942 2024-11-14 0 2023 2024-10-15 13:58:12Z X KEVIN HARLAN 3130 N COUNTY RD 25A TROY OH 45373 107131950 0 X WWW.PREMIERHEALTH.COM X 1998 OH SEE PART III, LINE 1 3 3 0 3 0 0 0 0 0 0 4801936 12004539 0 0 4801936 12004539 0 0 0 0 0 0 0 0 0 292734 312502 292734 312502 4509202 11692037 169794527 175925764 0 0 169794527 175925764 UVMC PROVIDES SUPPORT AND GUIDANCE TO VARIOUS AFFILIATED ORGANIZATIONS. THIS INVOLVES LONG-TERM PLANNING GOALS AND BROAD OPERATING POLICIES. 0 0 0 0 0 UVMC IS ONE OF THREE PREMIER HEALTH SYSTEM PARENT ORGANIZATIONS. UVMC OPERATES EXCLUSIVELY FOR THE CONTINUED SUPPORT AND BENEFIT OF THE PREMIER HEALTH (PREMIER) ORGANIZATIONS PROVIDING HEALTH CARE TO THE SUFFERING AND AFFLICTED TO THE EXTENT THESE ORGANIZATIONS ARE EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) AND 509(A)(1) OF THE INTERNAL REVENUE CODE. THIS SUPPORT MAY INCLUDE FOSTERING AND/OR PARTICIPATING IN ACTIVITIES DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH, REHABILITATION AND SOCIAL NEEDS OF THE COMMUNITY WHICH WILL ENABLE PREMIER TO FULFILL ITS MISSION. 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 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 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 3 3 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 200 DAYTON OH 454021857 STEVEN STALEY BOARD CHAIR 0.50 1.00 X X 0 0 0 LISA SHOCKLEY BOARD VICE-CHAIR 0.50 1.00 X 0 0 0 NICOLE ERNST TRUSTEE 0.50 1.00 X 0 0 0 KEVIN W HARLAN PRESIDENT 0.50 39.00 X 0 607513 42343 BENJAMIN A WATSON ESQ BOARD SECRETARY (FROM MAY TO SEP) 0.50 39.50 X 0 166904 14504 DIANNE RUHENKAMP BOARD TREASURER 0.50 39.50 X 0 147459 30539 ANDREA L FLAUTE BOARD SECRETARY (TO FEB) 0.50 39.50 X 0 28257 7424 ELIZABETH D WILFONG BOARD SECRETARY (FROM OCT) 0.50 39.50 X 0 93483 361 GEOFFREY P WALKER FORMER OFFICER 0.00 40.00 X 0 940274 50389 DIANE L PLEIMAN FORMER OFFICER 0.00 40.00 X 0 817582 28467 0 2801472 174027 0 1 1 0 0 2957048 2957048 104174902 95127411 9047491 9047491 9047491 12004539 0 0 12004539 312502 312502 312502 0 312502 0 108046541 119760346 61747986 56165418 169794527 175925764 0 0 X 169794527 175925764 169794527 175925764 169794527 175925764 X 11692037 6982707 -12543507 X 0 1 X 1 0 X X 11 UPPER VALLEY MEDICAL CENTER 310537095 3 1 0 0 ATRIUM MEDICAL CENTER 311079309 3 1 0 0 MIAMI VALLEY HOSPITAL 310537504 3 1 0 0 UPPER VALLEY PROFESSIONAL CORP (UVPC) 311400963 10 1 0 0 UVPC SPECIALISTS INC 203687536 10 1 0 0 UVMC NURSING CARE INC 311224064 10 1 0 0 FIDELITY HEALTH CARE INC (FHC) 311075381 10 1 0 0 PREMIER COMMUNITY HEALTH 311122883 10 1 0 0 MIAMI VALLEY HOSPITAL FOUNDATION 311040231 7 1 0 0 GOOD SAMARITAN FOUNDATION - DAYTON 237296923 7 1 0 0 SAMARITAN BEHAVIORAL HEALTH INC 020633634 7 1 0 0 11 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE A, PART IV, SECTION A, LINE 5A: UVMC'S ORGANIZING DOCUMENTS STATE THE ORGANIZATION WILL SUPPORT ALL AFFILIATES OF PREMIER HEALTH (31-1446699) WHICH ARE EXEMPT FROM TAXATION UNDER SECTION 501(C)(3). SCHEDULE A, PART IV, SECTION C, LINE 1: THE UVMC BOARD MEMBERS ARE RESPONSIBLE FOR NOMINATING CANDIDATES TO THE PREMIER BOARD OF DIRECTORS. AT LEAST ONE MEMBER OF THE PREMIER NOMINATING COMMITTEE MUST BE A REPRESENTATIVE FROM THE UVMC BOARD. ALONG WITH TWO OTHER PREMIER SYSTEM PARENT ORGANIZATIONS (ATRIUM HEALTH SYSTEM AND MEDAMERICA HEALTH SYSTEMS), THE UVMC BOARD ELECTS THE MEMBERS OF THE PREMIER BOARD. IN ADDITION, THE THREE SYSTEM PARENT ORGANIZATIONS OVERSEE THE PERFORMANCE OF PREMIER IN ITS CAPACITY AS THE PARENT ORGANIZATION AND SOLE MEMBER OF THE HOSPITALS AND OTHER AFFILIATES WITHIN THE PREMIER HEALTH SYSTEM, AS OUTLINED IN THE PREMIER DEFINITIVE SYSTEM REORGANIZATION AGREEMENT. 0 ALTERNATIVE INVESTMENTS 56165418 F 56165418 X PART X, LINE 2: THE FOLLOWING FOOTNOTE IS FROM THE 2023 CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR PREMIER HEALTH (PHP) AND AFFILIATES. 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 HOLDING COMPANY (PHHC) (WHOLLY OWNED SUBSIDIARY OF PHP) * MVHE, INC., (AND ITS WHOLLY OWNED SUBSIDARY EXTENDED CARE), SAMARITAN FAMILY CARE, INC., PREMIER HEALTH SPECIALISTS, INC. AND PREMIER HEALTH URGENT CARE, INC. (WHOLLY OWNED SUBSIDIARIES OF PHHC) MANAGEMENT ANNUALLY REVIEWS THE TAX POSITIONS AND HAS DETERMINED THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS. 0 1 0 0 0 0 0 0 0 GEOFFREY P WALKER FORMER OFFICER 0 940274 0 0 0 0 0 0 0 0 0 940274 0 0 DIANE L PLEIMAN FORMER OFFICER 0 817582 0 0 0 0 0 0 0 0 0 817582 0 0 KEVIN W HARLAN PRESIDENT 0 607513 0 0 0 0 0 0 0 0 0 607513 0 0 BENJAMIN A WATSON ESQ BOARD SECRETARY (FROM MAY TO SEP) 0 166904 0 0 0 0 0 0 0 0 0 166904 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, UVMC AND ITS AFFILIATED ORGANIZATIONS COMPENSATE FOR THIS LIMITATION AND SUPPLEMENT THE AFFECTED EXECUTIVES' QUALIFIED PENSION THROUGH CERTAIN NONQUALIFIED PLANS. UVMC 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 2023. THE INDIVIDUALS LISTED BELOW HAVE MET THE MULTI-YEAR VESTING REQUIREMENT UNDER THE PENSION RESTORATION PLAN AND RECEIVED THE ASSOCIATED PAYMENT IN 2023: DIANE PLEIMAN $202,599; GEOFFREY WALKER $353,909. IN ADDITION, 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: KEVIN HARLAN $19,935. 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. FORM 990, PART VI, SECTION B, LINE 11B THIS 990 FILING AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE PREMIER TAX DEPARTMENT, OF WHICH UVMC IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. AFTER ALL CHANGES FROM THE ABOVE PERSONS ARE MADE, THE RETURN IS REVIEWED BY THE VICE-PRESIDENT/CONTROLLER OF PREMIER. 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 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 UVMC 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 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. FORM 990, PART XI, LINE 9: EQUITY TRANSFER -10,880,073. CAPTIAL DONATIONS -1,663,434. PREMIER HEALTH 110 MAIN STREET SUITE 200 DAYTON OH 45402 311446699 PARENT OH 501 (C) (3) 12B N/A 0 MEDAMERICA HEALTH SYSTEMS CO 110 MAIN STREET SUITE 200 DAYTON OH 45402 311040228 SUPPORT ORG OH 501 (C) (3) 12B N/A 0 MIAMI VALLEY HOSPITAL 110 MAIN STREET SUITE 200 DAYTON OH 45402 310537504 HOSPITAL OH 501 (C) (3) 3 PREMIER HEALTH 0 MIAMI VALLEY HOSPITAL FOUNDATION 110 MAIN STREET SUITE 200 DAYTON OH 45402 311040231 FOUNDATION OH 501 (C) (3) 7 PREMIER HEALTH 0 FIDELITY HEALTH CARE INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 311075381 HOME HEALTH OH 501 (C) (3) 10 PREMIER HEALTH 0 PREMIER COMMUNITY HEALTH 110 MAIN STREET SUITE 200 DAYTON OH 45402 311122883 HEALTH EDUCATION OH 501 (C) (3) 10 FIDELITY HEALTH CARE 0 GOOD SAMARITAN FOUNDATION - DAYTON 110 MAIN STREET SUITE 200 DAYTON OH 45402 237296923 FOUNDATION OH 501 (C) (3) 7 PREMIER HEALTH 0 ATRIUM HEALTH SYSTEM 110 MAIN STREET SUITE 200 DAYTON OH 45402 310537492 SUPPORT ORG OH 501 (C) (3) 12B N/A 0 ATRIUM MEDICAL CENTER 110 MAIN STREET SUITE 200 DAYTON OH 45402 311079309 HOSPITAL OH 501 (C) (3) 3 PREMIER HEALTH 0 UPPER VALLEY MEDICAL CENTER 110 MAIN STREET SUITE 200 DAYTON OH 45402 310537095 HOSPITAL OH 501 (C) (3) 3 PREMIER HEALTH 0 UPPER VALLEY PROFESSIONAL CORP 110 MAIN STREET SUITE 200 DAYTON OH 45402 311400963 HEALTH CARE OH 501 (C) (3) 10 PREMIER HEALTH HOLDING CO 0 UVPC SPECIALISTS 110 MAIN STREET SUITE 200 DAYTON OH 45402 203687536 HEALTH CARE OH 501 (C) (3) 10 PREMIER HEALTH HOLDING CO 0 UVMC NURSING CARE INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 311224064 NURSING HOME OH 501 (C) (3) 10 PREMIER HEALTH 0 COMPUNET CLINICAL LABORATORIES LLC 110 MAIN STREET SUITE 200 DAYTON OH 45402 311258010 LAB OH 501 (C) (3) 12B PREMIER HEALTH 0 SAMARITAN BEHAVIORAL HEALTH INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 020633634 BEHAVIORAL HEALTH OH 501 (C) (3) 7 PREMIER HEALTH 0 SWEITZER STREET LLC 110 MAIN STREET SUITE 200 DAYTON OH 45402 454700417 REAL ESTATE OH MVHE INC EXCLUDED 0 0 SWEITZER MOB LLC 110 MAIN STREET SUITE 200 DAYTON OH 45402 474554657 REAL ESTATE OH MVHE INC EXCLUDED 0 0 MVHE INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 311185270 PHYSICIAN SVCS OH PREMIER HEALTH HOLDING CO C 0 PREMIER HEALTH SPECIALISTS 110 MAIN STREET SUITE 200 DAYTON OH 45402 061744704 PHYSICIAN SVCS OH PREMIER HEALTH HOLDING CO C 0 SAMARITAN FAMILY CARE 110 MAIN STREET SUITE 200 DAYTON OH 45402 311299450 PHYSICIAN SVCS OH PREMIER HEALTH HOLDING CO C 0 AFTER HOURS FAMILY CARE 110 MAIN STREET SUITE 200 DAYTON OH 45402 311269483 HEALTH CARE OH UPPER VALLEY PROFESSIONAL CORP C 0 UVMC MANAGEMENT CORP 110 MAIN STREET SUITE 200 DAYTON OH 45402 311360489 MANAGEMENT COMPANY OH PREMIER HEALTH C 0 PREMIER HEALTH URGENT CARE INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 822079409 URGENT CARE OH PREMIER HEALTH HOLDING CO C 0 PREMIER HEALTH PLAN INC 110 MAIN STREET SUITE 200 DAYTON OH 45402 463024049 HEALTH INSURANCE OH PREMIER HEALTH INSURING CO C 0 GOOD SAMARITAN HOSPITAL 110 MAIN STREET SUITE 200 DAYTON OH 45402 310536981 HOSPITAL OH PREMIER HEALTH C 0 PREMIER HEALTH ACO OF OHIO 110 MAIN STREET SUITE 200 DAYTON OH 45402 474049773 MEDICARE ACO OH PREMIER HEALTH C 0 PREMIER HEALTH HOLDING CO 110 MAIN STREET SUITE 200 DAYTON OH 45402 812419110 HOLDING CO OH PREMIER HEALTH C 0 PREMIER HEALTH INSURING CO 110 MAIN STREET SUITE 200 DAYTON OH 45402 464766841 HEALTH INSURANCE OH PREMIER HEALTH C 0 PREMIER HEALTH INT'L INSURANCE BUTTERFIELD BANK BLDG 6TH FLR 65 HAMILTON BD HM12 980548485 INSURANCE BD PREMIER HEALTH C 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0