2025-05-13T12:34:05-05:00 2024-06-30 861065772 DELOITTE TAX LLP 111 MONUMENT CIRCLE SUITE 4200 INDIANAPOLIS IN 462045108 990 2023-07-01 311074519 TRIHEALTH PHYSICIAN INSTITUTE TRIH 5135696575 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 MICHAEL CROFTON VP FINANCE 5135696577 2025-05-13 1 0 SHAWNA M JANSONS P01222873 3174648600 2023 2025-03-06 01:10:19Z BRYAN STRADER MD 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 176290538 0 X WWW.TRIHEALTH.COM X 1989 OH PROVIDES THE COMMUNITY NECESSARY MEDICAL CARE THROUGH SPECIALTY PHYSICIANS. 2 0 32 0 0 0 969759 2424563 154952480 172132664 129634 744 2051144 1728561 158103017 176286532 22702 47051 0 0 0 0 0 0 0 257854989 288404670 257877691 288451721 -99774674 -112165189 13087118 12587644 20275440 19809803 -7188322 -7222159 X SEE SCHEDULE O 0 0 253363069 47051 173069266 SEE SCHEDULE O 253363069 1 1 0 1 0 0 0 0 0 0 1 0 0 1 0 1 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 1 0 1 88 0 1 32 1 0 0 0 0 0 0 0 0 0 0 0 0 X 2 0 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 X MICHAEL CROFTON - VP FINANCE 5135696577 625 EDEN PARK DRIVE 7TH FLOOR CINCINNATI OH 45202 X ANDREW DEVOE TREASURER (END 2/24) 1.00 60.00 X X 0 1121641 87483 MARLA SILLIMAN TRUSTEE 1.00 60.00 X 0 860815 68467 JOHN WARD TRUSTEE 1.00 60.00 X 0 850111 83260 STEVE GRACEY SECRETARY 1.00 60.00 X 0 744735 85799 BRYAN STRADER PRESIDENT 30.00 30.00 X 0 865701 95217 VESTA JOHNS ADMINISTRATIVE EXECUTIVE 30.00 30.00 X 0 640576 126955 JASON SCHWARTZ VP-CLINICAL SERVICE LINES 30.00 30.00 X 0 404538 58487 MARK WITTE VP-CLINICAL SERVICE LINES 30.00 30.00 X 0 455406 105593 JEREMIAH KIRKLAND VP-CLINICAL SERVICE LINES 30.00 30.00 X 0 503436 95869 BRIAN KUHN MD PHYSICIAN 60.00 0.00 X 0 1279682 74763 EDWARD CRANE MD PHYSICIAN 60.00 0.00 X 0 1144758 57821 MARK BROERING MD PHYSICIAN 60.00 0.00 X 0 1147644 73573 SATEESH KESARI MD PHYSICIAN 60.00 0.00 X 0 1370338 86033 MICHAEL SHEHATA MD PHYSICIAN 60.00 0.00 X 0 1183542 57894 MARK CLEMENT FORMER OFFICER 0.00 60.00 X 0 2219557 72753 0 14792480 1229967 1 1 1 0 COMPHEALTH MEDICAL STAFFING 7259 BINGHAM JCT BLVD MIDVALE UT 84047 STAFFING 1256001 WEATHERBY HEALTHCARE 6451 N FEDERAL HWY STE 700 FORT LAUDERDALE FL 33308 STAFFING 1248847 JACKSON & COKER LOCUM TENENS 2655 NORTHWINDS PKWY ALPHARETTA GA 30009 STAFFING 1130969 CURATIVE TALENT LLC 370 W LAS COLINAS BLVD SUITE 104 IRVING TX 75039 STAFFING 540124 BRANDIENCE LLC 3251 RIVERSIDE DRIVE CINCINNATI OH 45226 ADVERTISING 316821 15 2424563 2424563 PATIENT REVENUE 621110 165857586 165857586 FACULTY MED CTR MGMT 621110 5488368 5488368 CARE COORDINATION FEES 621110 687555 687555 AFFILIATED RENT 531120 80505 80505 INCENTIVE REVENUE 621110 18650 18650 172132664 791959 0 791959 791959 791959 4750 4006 744 744 744 CAH SERVICE REVENUE 621110 274080 274080 MEDICAL RECORD REVENUE 621110 62381 62381 MEDICAL DIR. REVENUE 621110 45000 45000 555141 555141 936602 176286532 172988761 0 873208 38355 38355 8696 8696 3841 3841 16648981 16149113 499868 433680 381821 51859 708686 684312 24374 4284934 337719 3947215 12667060 12582287 84773 482836 444537 38299 621683 450601 171082 1349855 1250588 99267 1628125 180556 1447569 PAYROLL MGMT ALLOCATION 240195490 214249705 25945785 MEDICAL SUPPLIES 5097421 5097421 OVERHEAD ALLOCATIONS 2982653 509493 2473160 DUES AND SUBSCRIPTIONS 624375 406748 217627 675050 591117 83933 288451721 253363069 35088652 0 9626 9849 153804 433713 440965 0 26900194 19625754 6173165 7274440 95119 1162549 6214439 3707093 13087118 12587644 13752727 15947249 6522713 3862554 20275440 19809803 X -7188322 -7222159 -7188322 -7222159 13087118 12587644 X -112165189 112131352 X X 0 1 X 1 0 X 2474283 969759 2424563 5868605 71959810 154952480 172132664 399044954 74434093 155922239 174557227 404913559 0 0 0 404913559 682313 1200987 791959 2675259 682313 1200987 791959 2675259 1035500 850157 936602 2822259 76151906 157973383 176285788 410411077 0.98660 0.98390 0.00650 0.00800 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: SETTLEMENT REVENUE - 2021 AMOUNT: $ 826,557. QUALITY INCENTIVE REVENUE - 2021 AMOUNT: $ 73,160. MEDICAL RECORDS REVENUE - 2021 AMOUNT: $ 20,972. 2022 AMOUNT: $ 57,160. 2023 AMOUNT: $ 62,381. CAH SERVICE REVENUE - 2022 AMOUNT: $ 267,260. 2023 AMOUNT: $ 274,080. MEDICAL DIRECTOR REVENUE - 2022 AMOUNT: $ 120,000. 2023 AMOUNT: $ 45,000. MISCELLANEOUS - 2021 AMOUNT: $ 114,811. 2022 AMOUNT: $ 405,737. 2023 AMOUNT: $ 555,141. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 3841 3841 0 PART II-B, LINE 1: DURING THE TAX YEAR, TRIHEALTH PHYSICIAN INSTITUTE PAID ANNUAL MEMBERSHIP DUES TO VARIOUS NATIONAL, STATE AND LOCAL ORGANIZATIONS, A PORTION OF WHICH RELATED TO LOBBYING ACTIVITIES. 4985843 1681266 3304577 3392878 3262339 130539 18136066 14682149 3453917 385407 385407 7274440 RIGHT TO USE ASSETS - OPERATING 3707093 3707093 X PART X, LINE 2: THE FINANCIAL STATEMENTS OF TRIHEALTH PHYSICIAN INSTITUTE ARE AUDITED AS PART OF TRIHEALTH AND ITS SUBSIDIARIES AND AFFILIATES ("TRIHEALTH"). FOLLOWING IS THE TEXT OF THE FOOTNOTE TO THE AUDITED COMBINED FINANCIAL STATEMENTS OF TRIHEALTH THAT REPORTS ITS AND ITS SUBSIDIARIES AND AFFILIATES LIABILITY, IF APPLICABLE, FOR UNCERTAIN TAX POSITIONS UNDER ASC 740-10-25: TRIHEALTH COMPLETED AN ANALYSIS OF UNCERTAIN TAX POSITIONS AND DETERMINED THAT NO AMOUNTS WERE REQUIRED TO BE RECOGNIZED IN THE COMBINED FINANCIAL STATEMENTS AT JUNE 30, 2024 OR 2023. 1 BETHESDA FOUNDATION INC 10500 MONTGOMERY ROAD CINCINNATI OH 45242 237374129 501(C)(3) 37905 0 GENERAL SUPPORT AND SPONSORSHIPS 1 0 DIRECT RENTAL OF PENGUIN COLD CAP FOR PATIENT IN NEED. 1 8696 PART I, LINE 2: TRIHEALTH PHYSICIAN INSTITUTE ("TPI") GENERALLY PROVIDES FUNDS ONLY TO RELATED AND/OR AFFILIATED TAX-EXEMPT ORGANIZATIONS FOR SPECIFIC ONE-TIME ACTIVITIES (E.G. SPONSORSHIPS OR FUNDRAISING EVENTS) AND NOT ONGOING ACTIVITIES. THE RELATED AND/OR AFFILIATED TAX-EXEMPT ORGANIZATIONS PROVIDE RECEIPTS OF SUCH SPONSORSHIPS WHICH SERVE AS TPI'S SUBSTANTIATION. THUS, THE NEED TO MONITOR THE USE OF THE FUNDS IS NOT NEEDED BY TPI. ON THE OCCASION THAT TPI DOES PROVIDE FUNDS TO A THIRD-PARTY TAX-EXEMPT ORGANIZATION, IT WILL BE FOR A SPECIFIC ONE-TIME ACTIVITY AND IT WILL RECEIVE A RECEIPT FROM THE ORGANIZATION WHICH WILL SERVE AS TPI'S SUBSTANTIATION. THUS, THE NEED TO MONITOR THE USE OF THE FUNDS IS NOT NEEDED. 0 1 0 0 0 0 0 0 0 MARK CLEMENT FORMER OFFICER 0 1575958 0 606615 0 36984 0 47735 0 25018 0 2292310 0 0 SATEESH KESARI MD PHYSICIAN 0 1367716 0 0 0 2622 0 46545 0 39488 0 1456371 0 0 BRIAN KUHN MD PHYSICIAN 0 1277072 0 0 0 2610 0 41301 0 33462 0 1354445 0 0 MICHAEL SHEHATA MD PHYSICIAN 0 1181832 0 0 0 1710 0 24045 0 33849 0 1241436 0 0 MARK BROERING MD PHYSICIAN 0 1137130 0 0 0 10514 0 39797 0 33776 0 1221217 0 0 ANDREW DEVOE TREASURER (END 2/24) 0 786423 0 273587 0 61631 0 47606 0 39877 0 1209124 0 0 EDWARD CRANE MD PHYSICIAN 0 1142136 0 0 0 2622 0 24045 0 33776 0 1202579 0 0 BRYAN STRADER PRESIDENT 0 644654 0 180956 0 40091 0 57792 0 37425 0 960918 0 0 JOHN WARD TRUSTEE 0 618637 0 193011 0 38463 0 50543 0 32717 0 933371 0 0 MARLA SILLIMAN TRUSTEE 0 630713 0 183544 0 46558 0 55871 0 12596 0 929282 0 0 STEVE GRACEY SECRETARY 0 537042 0 166459 0 41234 0 46545 0 39254 0 830534 0 0 VESTA JOHNS ADMINISTRATIVE EXECUTIVE 0 407028 0 97112 0 136436 0 125012 0 1943 0 767531 0 0 JEREMIAH KIRKLAND VP-CLINICAL SERVICE LINES 0 384968 0 94265 0 24203 0 58957 0 36912 0 599305 0 0 MARK WITTE VP-CLINICAL SERVICE LINES 0 343430 0 80872 0 31104 0 80562 0 25031 0 560999 0 0 JASON SCHWARTZ VP-CLINICAL SERVICE LINES 0 308143 0 74946 0 21449 0 24636 0 33851 0 463025 0 0 PART I, LINE 4B ELIGIBLE EXECUTIVES (GENERALLY VICE PRESIDENTS AND ABOVE) PARTICIPATE IN A PROGRAM THAT PROVIDES FOR SUPPLEMENTAL RETIREMENT BENEFITS. THE PAYMENT OF BENEFITS UNDER THE PROGRAM, IF ANY, IS ENTIRELY DEPENDENT UPON THE FACTS AND CIRCUMSTANCES UNDER WHICH THE EXECUTIVE TERMINATES EMPLOYMENT WITH THE ORGANIZATION. BENEFITS UNDER THE PROGRAM ARE UNFUNDED AND NON-VESTED. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY BENEFIT UNDER THE PROGRAM. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. DURING THE 2023 CALENDAR YEAR, NONE OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II, RECEIVED A PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN WHICH WAS TREATED AS TAXABLE COMPENSATION BY TRIHEALTH, INC. PART I, LINE 3 TRIHEALTH, INC., A RELATED ORGANIZATION OF TRIHEALTH PHYSICIAN INSTITUTE, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD/COMPENSATION COMMITTEE. PART I, LINE 4A THE REPORTABLE INDIVIDUALS OF TRIHEALTH PHYSICIAN INSTITUTE ARE PAID BY TRIHEALTH, INC., A RELATED ORGANIZATION RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE SECTION 501(A) AS AN ORGANIZATION DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3). TRIHEALTH, INC. HAS A STANDARD EMPLOYEE SEVERANCE PACKAGE. GENERAL SEVERANCE PAY IS BASED ON LENGTH OF SERVICE. IN ADDITION, NOTICE PAY, IF APPLICABLE UNDER TRIHEALTH, INC. POLICY, MAY BE ADDED TO THE SEVERANCE PACKAGE AND THE AMOUNT OF NOTICE PAY WILL BE DETERMINED BY HUMAN RESOURCES IN ACCORDANCE WITH TRIHEALTH, INC. POLICY. PAYMENTS OF SEVERANCE ARE CONDITIONED UPON SIGNING A SEPARATION AND RELEASE AGREEMENT. DURING THE 2023 CALENDAR YEAR, NONE OF THE INDIVIDUALS LISTED IN SCHEDULE J, PART II, RECEIVED SEVERANCE PAYMENTS FROM TRIHEALTH, INC. FORM 990, PART III, LINE 1 TRIHEALTH PHYSICIAN INSTITUTE ("TPI") REPRESENTS THE POSITIONING OF TRIHEALTH'S MEDICAL RESOURCES TO MEET THE NEEDS OF THE INCREASING ALIGNMENT OF PHYSICIANS AND HOSPITAL PROVIDERS IN ORDER TO DEVELOP MORE EFFICIENT SYSTEMS OF CARE AND TO ADDRESS THE CHALLENGES OF HEALTHCARE REFORM. SPECIFICALLY, TPI'S MISSION IS TO BETTER SERVE THE GIVEN SPECIALTY NEEDS OF THE GREATER CINCINNATI REGION BY IMPROVING ACCESS TO QUALITY WITHIN THE GIVEN SPECIALTY AND IMPROVING COST EFFICIENCIES AND ENTERPRISE VALUE IN DELIVERING SUCH CARE. FORM 990, PART III, LINE 4A AS THE LANDSCAPE OF HEALTH CARE CONTINUES TO EVOLVE BOTH IN THE NATION AND THE GREATER CINCINNATI REGION AND AS THE PATIENT CARE NEEDS OF THE COMMUNITY SERVED BY TRIHEALTH DEMANDS MORE COORDINATED, PATIENT CENTRIC MODELS OF CARE, IT IS IMPORTANT FOR TRIHEALTH TO STRUCTURE ITS PROGRAMS AND ITS PROVIDERS TO MEET THESE NEEDS. ONE OF THE KEY COMPONENTS IS THE ALIGNMENT OF PHYSICIANS AND HOSPITAL PROVIDERS IN ORDER TO PROMOTE GREATER FOCUS ON COLLABORATION, QUALITY IMPROVEMENT AND PATIENT CENTRIC CARE MODELS THAT DRIVE EFFICIENCY AND PATIENT SATISFACTION. TRIHEALTH PHYSICIAN INSTITUTE ("TPI") REPRESENTS THE POSITIONING OF TRIHEALTH'S MEDICAL RESOURCES TO MEET THE NEEDS OF THIS INCREASING ALIGNMENT OF PHYSICIANS AND HOSPITALS TO DEVELOP BETTER SYSTEMS OF CARE AND TO ADDRESS THE CHALLENGES OF HEALTH CARE REFORM. THE FOCUS OF TPI IS TO: * OPTIMIZE THE DELIVERY OF HEALTH CARE SERVICES TO PATIENTS IN THE GREATER CINCINNATI REGION BY DEVELOPING AND USING INNOVATIVE CARE MODELS AND SUPPORTING THE GROWTH OF PHYSICIAN LEADERS AND OVERALL ADVANCEMENT OF MEDICAL PRACTICE. * DEVELOP COLLABORATIVE RELATIONSHIPS BETWEEN PHYSICIANS AND TRIHEALTH, INC.'S AFFILIATED HOSPITALS IN ORDER TO FOSTER A COMPREHENSIVE, MULTI-DISCIPLINARY APPROACH TO PATIENT CARE. * ACHIEVE IMPROVED HEALTH CARE QUALITY AND PATIENT OUTCOMES BY DEVELOPING AND IMPLEMENTING EVIDENCE-BASED CLINICAL PROTOCOLS, CLINICAL PATHWAYS, AND DISEASE AND UTILIZATION MANAGEMENT MODELS. * DEVELOP AND IMPLEMENT HEALTH EDUCATION INITIATIVES THROUGH COMMUNITY OUTREACH ACTIVITIES, SEMINARS AND HEALTH FAIRS, AND GRADUATE MEDICAL EDUCATION PROGRAMS WITHIN TRIHEALTH, INC.'S AFFILIATED HOSPITALS. * ENHANCE RESEARCH OPPORTUNITIES THROUGH CLINICAL TRIALS AND AFFILIATIONS WITH NEW AND EXISTING RESEARCH PROGRAMS IN THE GREATER CINCINNATI REGION. TPI OFFERINGS: TPI FUNCTIONALITY IS DEFINED BY SPECIALTY AND DISEASE. EACH PROCESS IS CALLED AN "INSTITUTE." EACH INSTITUTE IS DESIGNED TO PROVIDE SEAMLESS CARE CONTINUITY INCLUDING PRIMARY CARE MANAGEMENT AND SUBSPECIALTY REFERRALS TO PATIENT SPECIFIC NEEDS. KEY FUNCTIONAL ATTRIBUTES INCLUDE CONNECTIVITY BETWEEN PRIMARY CARE, SPECIALISTS AND CONSULTANTS TO ASSURE READY ACCESS TO CLINICAL INFORMATION FOR TIMELY DECISION-MAKING. TRIHEALTH CANCER INSTITUTE - THIS INSTITUTE PROVIDES MULTIDISCIPLINARY CARE, WITH SPECIALTY PHYSICIANS FOCUSED ON EACH FORM OF CANCER. PROVIDING CARE FOR THE WHOLE PERSON WITH CENTERS LOCATED THROUGHOUT THE REGION MAKING IT EASIER FOR THE COMMUNITY TO ACCESS CARE. WITH THE LARGEST PERSONALIZED MEDICINE PROGRAM FOR ADULTS IN THE REGION, TPI'S FELLOWSHIP-TRAINED PHYSICIANS WORK WITH PATIENTS TO DEVELOP CUSTOMIZED TREATMENT PLANS - PROVIDING CANCER CARE DOWN TO THE DNA LEVEL WHICH IS PERSONALIZED FOR EACH PATIENT. THE INSTITUTE FOR WOMEN'S HEALTH - THIS INSTITUTE OFFERS A BROAD SPECTRUM OF SERVICES TO MEET THE NEEDS OF ALL AGES OF WOMEN SEEKING CARE INCLUDING GYNECOLOGIC AND OBSTETRIC SERVICES. AS A MATTER OF FACT, COUPLED WITH FETAL SURGERY COLLABORATION WITH CINCINNATI CHILDREN'S HOSPITAL MEDICAL CENTER, THE INSTITUTE FOR WOMEN'S HEALTH OFFERS THE PATIENT THE WIDEST ARRAY OF SERVICE OFFERINGS AVAILABLE IN CINCINNATI. IN ADDITION, SEAMLESS REFERRAL RELATIONSHIPS WILL BE ESTABLISHED WITH SUBSPECIALTY PROGRAMS INCLUDING ANDROLOGY, BREAST CARE, ONCOLOGY, RECONSTRUCTIVE PLASTIC SURGERY AND ENDOCRINOLOGY. TRIHEALTH HEART INSTITUTE - THIS INSTITUTE IS DESIGNED AROUND TRADITIONAL CARDIOVASCULAR DISEASE PROCESSES: VESSEL DISEASE, VALVULAR DISEASE, HEART FAILURE, ATHEROSCLEROSIS, VASCULAR DISEASE AND CO-MORBID CONDITIONS LEADING TO OR IMPACTING ON CARDIAC MORBIDITY AND MORTALITY. IT BRINGS TOGETHER THE EXPERTISE, RESEARCH AND INNOVATIVE CLINICAL TECHNIQUES NECESSARY TO GET THE PATIENT BACK TO HIS/HER NORMAL LIFE AS SOON AS POSSIBLE. FINALLY, TPI WILL COORDINATE THE HOSPITALIST PROGRAM THAT IS USED BY TRIHEALTH'S AFFILIATED HOSPITALS. A HOSPITALIST IS A PHYSICIAN WHO MAY BE ASSIGNED TO A PATIENT BY HIS/HER PRIMARY CARE PHYSICIAN ("PCP") OR BY THE EMERGENCY DEPARTMENT PHYSICIAN IF THE PATIENT DOES NOT HAVE A PCP. THE HOSPITALIST WILL CARE FOR THE PATIENT FROM ADMISSION TO DISCHARGE AND WILL KEEP IN TOUCH WITH HIS/HER PCP IN THOSE SITUATIONS WHERE APPLICABLE. FORM 990, PART VI, SECTION A, LINE 6 TRIHEALTH PHYSICIAN INSTITUTE HAS A SINGLE CORPORATE MEMBER, TRIHEALTH, INC. FORM 990, PART VI, SECTION A, LINE 7A TRIHEALTH PHYSICIAN INSTITUTE ("TPI") HAS A SINGLE CORPORATE MEMBER, TRIHEALTH, INC., WHICH HAS THE ABILITY TO ELECT MEMBERS TO THE GOVERNING BODY OF TPI. FORM 990, PART VI, SECTION A, LINE 7B TRIHEALTH, INC. MUST APPROVE CERTAIN FINANCIAL TRANSACTIONS AND AMENDMENTS TO TRIHEALTH PHYSICIAN INSTITUTE'S GOVERNING DOCUMENTS. FORM 990, PART VI, SECTION B, LINE 11B MEMBERS OF THE BOARD ARE PROVIDED AN ELECTRONIC COPY OF THIS FORM 990 PRIOR TO FILING. HOWEVER, FOR THE PROTECTION OF DONOR PRIVACY, SCHEDULE B - SCHEDULE OF CONTRIBUTIONS WAS REMOVED FROM THE COPY PROVIDED TO THE BOARD. SUBSEQUENT TO PRESENTATION TO THE BOARD, THE ORGANIZATION FILES THE RETURN MAKING NON-SUBSTANTIVE CHANGES AS NECESSARY TO EFFECT E-FILING. ANY SUCH NON-SUBSTANTIVE CHANGES ARE NOT SUBMITTED TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS ARE REQUIRED TO ANNUALLY DISCLOSE CERTAIN FINANCIAL INTERESTS AND FIDUCIARY RELATIONSHIPS. THE EXECUTIVE COMMITTEE AND CORPORATE COUNSEL REVIEW RESPONSES, CONDUCT FURTHER INVESTIGATION (IF NECESSARY), AND DETERMINE WHEN A CONFLICT EXISTS WITH RESPECT TO A CERTAIN TRANSACTION. IF A CONFLICT EXISTS, THE TRANSACTION IS NOT TO BE ENTERED INTO UNLESS ALTERNATIVES ARE FULLY INVESTIGATED, AND IN THEIR ABSENCE, THE BOARD, WITHOUT THE PARTICIPATION OF THE INTERESTED MEMBER(S), DETERMINES THAT THE TRANSACTION IS IN THE BEST INTEREST OF THE ORGANIZATION. PLANS TO MANAGE THE CONFLICT DURING THE RELATIONSHIP ARE IMPLEMENTED. ALL DISCUSSIONS ARE APPROPRIATELY DOCUMENTED. ALL DIRECTORS AND MANAGERS, WHICH INCLUDE OFFICERS AND KEY EMPLOYEES, ARE REQUIRED TO ANNUALLY DISCLOSE ANY CIRCUMSTANCES, INCLUDING FAMILY AND BUSINESS RELATIONSHIPS, THAT MAY CREATE A CONFLICT OF INTEREST FOR THE ORGANIZATION. THESE RESPONSES ARE REVIEWED AND ACTED UPON BY A CONFLICT OF INTEREST COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 TRIHEALTH PHYSICIAN INSTITUTE'S GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, SECTION A - AVERAGE HOURS PER WEEK THE OFFICERS AND DIRECTORS FOR TRIHEALTH PHYSICIAN INSTITUTE THAT SHOW AT LEAST 60 HOURS PER WEEK PROVIDE SERVICES TO TRIHEALTH, INC. (A RELATED ORGANIZATION WHO PAID THE INDIVIDUALS) AND ITS SUBSIDIARIES/AFFILIATES ("TRIHEALTH") AS AN ENTIRE SYSTEM. HOURS WORKED, INCLUDING THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION, ARE NOT TRACKED ON AN ENTITY BY ENTITY BASIS, THUS THE AVERAGE HOURS PER WEEK DISCLOSED ARE ESTIMATES TO SHOW THAT THE TIME SPENT BY THESE INDIVIDUALS RELATE TO THEM FULFILLING THEIR DUTIES AS FULL-TIME, 60 HOURS-PER-WEEK EMPLOYEES OF TRIHEALTH VERSUS THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION. IN ADDITION, THE COMPENSATION REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS IN FULFILLMENT OF THEIR DUTIES AS EMPLOYEES OF TRIHEALTH. FORM 990, PART XI, LINE 9: RECLASS OF INTER-COMPANY PAYABLE TO NET ASSETS 112,131,352. FORM 990, PART XII, LINE 2C THE FINANCIAL STATEMENTS OF THE TRIHEALTH PHYSICIAN INSTITUTE ARE AUDITED AS PART OF TRIHEALTH, INC. AND ITS SUBSIDIARIES AND AFFILIATES ("TRIHEALTH"). TRIHEALTH HAS A COMMITTEE THAT ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF BOTH ITS AND ITS SUBSIDIARIES AND AFFILIATES FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF THE INDEPENDENT AUDITOR. DURING THE TAX YEAR, THERE WAS NOT A CHANGE IN THE PROCESS OF AUDIT OVERSIGHT AND/OR SELECTION OF AN INDEPENDENT AUDITOR BY TRIHEALTH. 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