2020-11-16T09:06:26-06:00 2019-12-31 351178661 BLUE & CO LLC 500 N MERIDIAN ST SUITE 200 INDIANAPOLIS IN 46204 990 2019-01-01 270581133 UNION HEALTH SYSTEM UNIO 8122387000 1606 NORTH SEVENTH ST TERRE HAUTE IN 47804 MATTHEW NEALON CFO 8122387000 2020-11-16 1 NATHAN A RODGERS CPA P01568275 3176334705 2020-11-16 76.245.71.191 2020-11-16 06:36:16 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 50BA67CF2BE9AFE4130FCD26086E06618A5B98E5 2019 2021-01-29 14:40:06Z STEVEN HOLMAN 1606 NORTH SEVENTH ST TERRE HAUTE IN 47804 0 0 X N/A X 2009 IN TO SERVE OUR COMMUNITIES BY PROVDING INNOVATIVE AND COMPASSIONATE HEALTHCARE. 18 13 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 TO SERVE OUR COMMUNITIES BY PROVDING INNOVATIVE AND COMPASSIONATE HEALTHCARE. 0 0 UNION HEALTH SYSTEMS EXISTS TO FURTHER THE PHILOSOPHY AND MISSION OF THE CORPORATIONS TO WHICH IT IS RELATED, AND TO AID IN HEALTH THE SICK AND POOR. ADDITIONALLY, UHS EXISTS TO PROMOTE, SUPPORT, AND ENGAGE IN ANY OF THE CHARITABLE, SCIENTIFIC, AND EDUCATION ACTIVITIES THAT ARE IN FURTHERANCE OF THE EXEMPT PURPOSE OF UHS OR ANY OF ITS RELATED ORGANIZATIONS. 1 0 0 0 0 0 0 0 0 0 0 0 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 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 18 13 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 0 0 IN X MATTHEW NEALON CFO 8122387000 1606 N SEVENTH STREET TERRE HAUTE IN 47804 DAN DEBARD CHAIR 2.00 2.00 X X 0 0 0 DON SCOTT VICE CHAIR 2.00 2.00 X X 0 0 0 WARD HUBBARD TREASURER 2.00 2.00 X X 0 0 0 SARA SMITH SECRETARY 2.00 2.00 X X 0 0 0 ROBERT COONS ASST. TREASURER 2.00 2.00 X X 0 0 0 AMY HOCK ASST. SECRETARY 2.00 2.00 X X 0 0 0 MOLLY CALLAHAN MEMBER 2.00 2.00 X 0 0 0 KATHLEEN COUTINHO MD MEMBER 2.00 42.00 X 0 460690 47777 MARY DOTI MEMBER 2.00 2.00 X 0 0 0 JOHN ETLING MEMBER 2.00 2.00 X 0 0 0 MARK FUSON MEMBER 2.00 2.00 X 0 0 0 GRANT HAMMONS MD MEMBER 2.00 42.00 X 0 712633 49071 JOHN LUKENS MEMBER 2.00 2.00 X 0 0 0 MARK LYNCH MD MEMBER 2.00 2.00 X 0 0 0 CINDY MARTIN MEMBER 2.00 2.00 X 0 0 0 GREG MONTE MEMBER 2.00 2.00 X 0 0 0 KRISHNA NAMBURI MD MEMBER 2.00 42.00 X 0 1511733 25111 RANDALL STEVENS MD MEMBER 2.00 42.00 X 0 268904 29429 STEVEN HOLMAN PRESIDENT & CEO 20.00 20.00 X 0 1187308 32786 WAYNE HUTSON SR VP FINANCE/CFO-TERM ENDED 6/'19 7.00 40.00 X 0 870348 139074 MATTHEW NEALON SR VP FINANCE/CFO-TERM BEGAN 7/'19 7.00 40.00 X 0 266435 12070 0 5278051 335318 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 0 0 X X 0 1 X 1 0 X X 1 UNION HOSPITAL INC 350876396 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 X PART X, LINE 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY UHS, THE CORPORATION, AND UAPC, AND RECOGNIZE A TAX LIABILITY IF UHS, THE CORPORATION, AND UAPC HAVE TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY VARIOUS FEDERAL AND STATE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY UHS, THE CORPORATION, AND UAPC, AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2019 AND 2018, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. UHS, THE CORPORATION, AND UAPC ARE SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. FILINGS ARE CURRENT THROUGH 2018. THE IMPACT OF THE SUBSIDIARIES TAX CONSEQUENCES IS IMMATERIAL TO THESE CONSOLIDATED FINANCIAL STATEMENTS. 1 0 0 0 0 0 0 0 0 KATHLEEN COUTINHO MD MEMBER 0 419683 0 41007 0 0 0 11200 0 36577 0 508467 0 0 GRANT HAMMONS MD MEMBER 0 682031 0 30602 0 0 0 11200 0 37871 0 761704 0 0 KRISHNA NAMBURI MD MEMBER 0 1081246 0 430487 0 0 0 24950 0 161 0 1536844 0 0 RANDALL STEVENS MD MEMBER 0 248002 0 13950 0 6952 0 14963 0 14466 0 298333 0 0 STEVEN HOLMAN PRESIDENT & CEO 0 726519 0 393207 0 67582 0 15793 0 16993 0 1220094 0 0 WAYNE HUTSON SR VP FINANCE/CFO-TERM ENDED 6/'19 0 239477 0 104212 0 526659 0 138693 0 381 0 1009422 0 0 MATTHEW NEALON SR VP FINANCE/CFO-TERM BEGAN 7/'19 0 201803 0 25000 0 39632 0 0 0 12070 0 278505 0 0 PART I, LINE 3 COMPENSATION FOR THE CEO/EXECUTIVE DIRECTOR IS DETERMINED BY A RELATED ORGANIZATION, UNION HOSPITAL, INC. USING THE FOLLOWING METHODS: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4A WAYNE HUTSON RECEIVED $394,642 IN SEVERANCE PAYMENTS/CHANGE OF CONTROL PAYMENTS IN 2019 FROM UNION HOSPITAL, INC., A RELATED ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B THE PROCESS OF REVIEWING THE FORM 990 INCLUDES A DETAILED REVIEW OF THE FORM BY THE ORGANIZATION'S MANAGEMENT. THE GOVERNING BODY WILL REVIEW THE FINAL FORM 990 INCLUDING REQUESTED SCHEDULES, AS ULTIMATELY FILED WITH THE IRS, PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE WRITTEN CONFLICT OF INTEREST POLICY IS REGULARLY AND CONSISTENTLY MONITORED AND COMPLIANCE ENFORCED BY THE CHAIRPERSON OF THE BOARD. THE SCOPE OF THIS POLICY INCLUDES DIRECTORS, OFFICERS, MANAGEMENT, AND EMPLOYEES. THE POLICY IS IN PLACE TO AVOID PERSONAL INTERESTS THAT CONFLICT, OR MAY APPEAR TO CONFLICT, WITH THE BEST INTERESTS OF UNION HEALTH SYSTEMS AND ITS AFFILIATES AND THE COMMUNITIES THEY SERVE. THE COVERED PERSONS ARE TO REFRAIN FROM PERSONAL INTERESTS, DIRECT OR INDIRECT WITH ANY THIRD PARTIES. IT IS THE RESPONSIBILITY OF OFFICERS, MANAGEMENT, AND EMPLOYEES TO SCRUTINIZE THEIR TRANSACTIONS AND OUTSIDE BUSINESS INTERESTS AND RELATIONSHIPS FOR POTENTIAL CONFLICTS AND TO IMMEDIATELY MAKE SUCH DISCLOSURES AND ACT ACCORDINGLY. A SELF-DISCLOSURE FROM COVERED PERSONS TO THE BOARD OF DIRECTORS IS REQUIRED ON ANY POTENTIAL CONFLICTS OF INTEREST. THE COVERED PERSONS ARE TO REFRAIN FROM PARTICIPATING IN ANY DELIBERATION OR DECISIONS ON SUCH TRANSACTIONS. THE CONFLICTS DISCLOSED ARE REVIEWED AND RESOLVED BY THE CHAIRPERSON OF THE BOARD. FORM 990, PART VI, SECTION B, LINE 15A THE PROCESS FOR DETERMINING COMPENSATION OF SR. EXECUTIVE OR SR. ADMINISTRATIVE POSITIONS INCLUDES A SUBCOMMITTEE OF THE UNION HOSPITAL'S BOARD OF DIRECTORS' EXECUTIVE COMMITTEE CONSISTING OF INDEPENDENT BOARD MEMBERS WHOSE RESPONSIBILITY INCLUDES SUCH REVIEW, INCLUDING REVIEW OF THE CEO'S COMPENSATION. THEY GATHER INFORMATION AND FOLLOW THE STEPS SET FORTH BELOW AND IN TURN SUBMIT TO THE FULL BOARD OF DIRECTORS THE RECOMMENDATIONS IN TERMS OF COMPENSATION AND BENEFITS FOR THE CEO AND SR. MANAGEMENT. A SUBCOMMITTEE OF THE BOARD OF DIRECTORS' EXECUTIVE COMMITTEE CONSISTS OF INDIVIDUALS WHO ARE INDEPENDENT AND DISINTERESTED BOARD MEMBERS. THE CEO IS EXCUSED FROM THE MEETING WHEN HIS/HER COMPENSATION/BENEFITS ARE REVIEWED BOTH AT THE COMMITTEE LEVEL AND THE BOARD LEVEL. THE STEPS INCLUDE: 1. THE EXECUTIVE/COMPENSATION SUBCOMMITTEE INSTRUCTS THE VP OF HUMAN RESOURCES TO RETAIN AN OUTSIDE INDEPENDENT CONSULTANT TO (1) PROVIDE THE COMMITTEE WITH INFORMATION, AND (2) TO REVIEW THE ACTIONS AND COMPENSATION/BENEFITS TO BE SURE THAT THERE IS NOT EXCESSIVE COMPENSATION. THE CONSULTANT THAT HAS BEEN USED THE PAST SEVERAL YEARS IS SULLIVAN COTTER & ASSOCIATES, INC. UNDER THE PROCESS, SULLIVAN COTTER FIRST IS PROVIDED WITH THE NAMES AND JOB DESCRIPTIONS FOR THE SR. MANAGEMENT TEAM THAT IS BEING EVALUATED. THE INDEPENDENT ADVISOR THEN SUBMITS TO THE EXECUTIVE/COMPENSATION SUBCOMMITTEE COMPARABLE INFORMATION, SPECIFICALLY: > FOUR (4) COMMERCIALLY AVAILABLE EXECUTIVE HEALTH CARE COMPENSATION SURVEYS PREPARED BY INDEPENDENT FIRMS, WERE REFERENCED TO OBTAIN MARKET DATA FOR THIS REVIEW: - INTEGRATED HEALTHCARE STRATEGIES: 2018 HEALTHCARE EXECUTIVE COMPENSATION SURVEY - ADVISORY BOARD BENCHMARK DATA 2018 SURVEY - INDIANA HOSPITAL & HEALTH ASSOCIATION: 2018 COMPENSATION SURVEY REPORT - SULLIVAN COTTER & ASSOCIATES: 2018 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS > MARKET DATA REFLECTING FUNCTIONALLY-COMPARABLE POSITIONS WERE OBTAINED FOR ALL TEN EXECUTIVE POSITIONS > DATA WERE ABSTRACTED FOR COMPARABLY-SIZED ORGANIZATIONS AS MEASURED BY NET REVENUE > THE DATA REPORTED REPRESENTED THE 50TH, 75TH, AND 90TH PERCENTILES OF BASE SALARY AND TOTAL CASH COMPENSATION (BASE SALARY PLUS ACTUAL ANNUAL INCENTIVE - ABBREVIATED TCC) > REGIONAL MARKET DATA WERE ALSO COLLECTED FROM THE PUBLISHED COMPENSATION SURVEYS AS WELL AS A SPECIAL CUT OF THE FOLLOWING INDIANA HOSPITALS FROM SULLIVAN COTTER'S 2018 SURVEY OF MANAGER AND EXECUTIVE COMPENSATION IN HOSPITALS AND HEALTH SYSTEMS: - BALL MEMORIAL HOSPITAL - REID HOSPITAL & HEALTH CARE SERVICES - BLOOMINGTON HOSPITAL - RILEY HOSPITAL FOR CHILDREN - ELKHART GENERAL HOSPITAL - SAINT JOHN'S HEALTH SYSTEM - GOOD SAMARITAN HOSPITAL - SAINT JOSEPH REGIONAL MEDICAL CENTER - MEMORIAL HOSPITAL OF SOUTH BEND - SAINT MARY'S MEDICAL CENTER - METHODIST HOSPITALS - TERRE HAUTE REGIONAL HOSPITAL - PARKVIEW HOSPITAL > THAT DATA WAS ALSO REPORTED WITH NATIONAL AVERAGE, REGIONAL AVERAGE AND INDIANA AVERAGE. 2. THE EXECUTIVE/COMPENSATION SUBCOMMITTEE OF UNION HOSPITAL'S BOARD OF DIRECTORS TAKES THE DATA PROVIDED BY THE INDEPENDENT CONSULTANTS AND FOLLOWING A REVIEW OF THE PERFORMANCE OF EACH INDIVIDUAL SUBMITS TO THE FULL BOARD FOR APPROVAL RECOMMENDATIONS IN TERMS OF SALARIES, BENEFITS, AND BONUSES. FINAL APPROVAL IS BY THE BOARD OF DIRECTORS. THE CEO DOES NOT TAKE PART IN THE DISCUSSION OR ACTION ON HIS/HER SALARY, BENEFITS AND BONUS. 3. MINUTES OF THE EXECUTIVE/COMPENSATION SUBCOMMITTEE AND THE BOARD MEETINGS ARE CONTEMPORANEOUSLY KEPT AND MAINTAINED WITH THE CORPORATE MINUTE BOOKS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 2C, OVERSIGHT OF AUDIT: THE AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS. UNION HOSPITAL INC 1606 N 7TH STREET TERRE HAUTE IN 47804 350876396 HOSPITAL IN 501C3 LINE 3 UNION HEALTH SYSTEMS 1 VISITING NURSE ASSOCIATION OF WABASH VALLEY INC 400 8TH AVENUE TERRE HAUTE IN 47804 350869064 HOME HEALTH AND HOSPICE CARE IN 501C3 LINE 10 UNION HOSPITAL FOUNDATION 1 CENTER FOR OCCUPATIONAL HEALTH 4001 WABASH AVENUE TERRE HAUTE IN 47803 352118417 OCCUPATIONAL HEALTH SERVICES IN 501C3 LINE 3 UNION HOSPITAL INC 1 UNION ASSOCIATED PHYSICIANS CLINIC INC 1606 N 7TH STREET TERRE HAUTE IN 47804 270581401 PHYSICIAN GROUP IN 501C3 LINE 10 UNION HEALTH SYSTEMS 1 UNION HOSPITAL FOUNDATION 1606 N 7TH STREET TERRE HAUTE IN 47804 351642823 FUNDRAISING IN 501C3 LINE 12C, III-FI N/A 0 UNION HOSPITAL THERAPY LLC 150 N ROSENBERGER EVANSVILLE IN 47712 464357168 REHABILITATION AND THERAPY SERVICES IN N/A AMBULATORY SURGERY MGMT SVCS LLC II 1606 N 7TH STREET TERRE HAUTE IN 47804 270818628 MEDICAL SERVICES IN N/A CARDIOVASCULAR MANAGEMENT LLC 2723 S 7TH STREET TERRE HAUTE IN 47802 208742344 MEDICAL SERVICES IN N/A ONCOLOGY SERVICES GROUP LLC 6100 W 96TH STREET SUITE 125 INDIANAPOLIS IN 46278 208567643 MEDICAL SERVICES IN N/A IPACS INC 1606 N SEVENTH ST TERRE HAUTE IN 47804 351720998 COLLECTION AGENCY IN N/A C 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0