2013-11-12T17:24:24-06:00 2012-12-31 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 2600 INDIANAPOLIS IN 46204 990 2012-01-01 310537095 Upper Valley Medical Center % J MICHAEL SIMS UPPE 9374999942 110 N Main St Suite 500 Dayton OH 45402 TIMOTHY D SNIDER 9374999942 2013-11-12 true 3176817000 2012 2016-02-24 21:20:13Z X Thomas Parker 3130 N County Line Rd 25 A Troy OH 45373 266285955 false X www.premierhealth.com X 1926 OH See Schedule O. 18 13 1596 150 222414 63258 204249 147412296 136222579 2719969 5591678 1433718 5273533 151629241 147292039 242433 466210 0 0 79119649 82671356 0 0 0 65994730 57075139 145356812 140212705 6272429 7079334 154457885 146435432 117307199 112239789 37150686 34195643 X SEE SCHEDULE O false false 122838148 466210 136000165 See Schedules H and O. 122838148 true true false true false false false false false false true true false true true true false true false false true false false false false false true true true false true true false false false false false false false true false true false false false false false true true true true false true 75 0 true 1596 true true true false false false false false false false false false X 18 13 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 Douglas R Murray 0.5 2.5 X 0 0 0 Rowan R Nickol MD 0.5 39.5 X X 0 342111 25961 Craig C Bundschuh 0.5 2.5 X X 0 0 0 Cliff R Alexander 0.5 1.0 X 0 0 0 Ronald R Fox 0.5 1.0 X 0 0 0 Daniel P French 0.5 1.0 X 0 0 0 Gail Haddad RN 0.5 1.0 X 0 0 0 William E Lukens 0.5 2.5 X 0 0 0 Peter E Nims MD 0.5 2.5 X 0 0 0 P Naga Maddireddy MD 0.5 1.0 X 20512 1000 0 James R Pancoast 0.5 1.0 X 0 0 0 Michael R Tinkler DDS 0.5 1.0 X 0 0 0 Joel H Walker 0.5 1.0 X 0 0 0 Mary Patricia Wampler RN 0.5 1.0 X 0 0 0 Thomas Parker 32.0 8.0 X X 428346 0 28901 Steven Staley 0.5 1.0 X 0 0 0 Arthur R Disbrow 0.5 2.5 X X 0 0 0 Paul Weber MD 0.5 39.5 X 0 257839 26480 Timothy Snider 32.0 8.0 X 254194 0 40161 K Duane Martin 0.25 1.25 X 0 0 0 Jenna M Downey Esq 0.25 1.25 X 0 0 0 Michael Maiberger 8.0 32.0 X 0 569067 75958 James Hurak 40.0 0.0 X 205195 0 48170 Rebecca Rice 40.0 0.0 X 226116 0 35487 Mary M Clancy 8.0 32.0 X 0 482163 39747 WILLIAM E LINESCH 8.0 32.0 X 0 445854 38785 Dale E Creech 8.0 32.0 X 0 598155 56953 MARK W SHAW 8.0 32.0 X 0 403205 57358 Mark S Shaker 8.0 32.0 X 0 746571 33540 RENEE P GEORGE 8.0 32.0 X 0 276674 34514 Danny Bailey DPM 40.0 0.0 X 292798 0 30066 Judy A Synder 40.0 0.0 X 237082 0 36006 Shakil Rahman MD 40.0 0.0 X 340909 0 26280 Rafay Atiq MD 40.0 0.0 X 252620 0 26341 William Watercutter 40.0 0.0 X 145810 0 25744 Thomas Bigley 40.0 0.0 X 163119 0 22964 Tracy Moser 40.0 0.0 X 178555 0 30925 2745256 4122639 740341 36 false true false Brackett Builders 185 Marybil Dr S TROY OH 45373 Construction 2504940 GE Medical Systems 3000 Grandview Blvd WAUKESHA WI 53188 Medical Services 945465 RC Pathology Consultants 1785 Fox Run TROY OH 45373 Pathology 986000 Cerner Corporation 2800 Rockcreek Pkwy KANSAS CITY MO 64117 Medical Services 876009 Community Blood Center 349 S Main St DAYTON OH 45402 Medical services 848332 59 204249 204249 NET MEDICARE / MEDICAID 621110 67817908 67817908 NET PATIENT CARE SERVICES 621110 75424875 75202461 222414 JOINT OPERATING AGREEMENT 900099 -9560000 -9560000 MEDICAL RECORDS 900099 49215 49215 FRANCHISE TAX RECOVERIES 900099 2474624 2474624 15957 15957 136222579 1307005 1307005 268780 268780 0 45051 80683 -35632 0 -35632 -35632 122736383 192743 118913233 3823150 192743 4015893 4015893 0 0 0 CAFETERIA SALES 721110 698247 698247 EHR INCENTIVE 812390 2759932 2759932 INTEREST RATE SWAP 523920 942788 942788 908198 908198 5309165 147292039 136000165 222414 10865211 466210 466210 0 0 0 1862522 1587054 275468 0 0 59778711 50937440 8841271 6476174 5518348 957826 10158435 8656002 1502433 4395514 3745417 650097 349 297 52 188364 160505 27859 64363 64363 17530 17530 0 67082 67082 1006999 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false false true 2700 17530 false Schedule C, Part II-B, Lines 1f & 1i: Amounts include a portion of membership dues paid to Ohio Hospital Association and Greater Dayton Area Hospital Association that were used for lobbying purposes. Also includes payments to a contracted lobbyist for health care related issues. 409459 409459 73116531 30391237 42725294 78425 78425 60474063 50641883 9832180 4568603 314411 4254192 57221125 ALTERNATIVE INVESTMENTS 11044371 F 11044371 0 PENSION OBLIGATION 24621424 JOA 9560000 INTER-COMPANY 6280711 MALPRACTICE INSURANCE 4606235 DUE TO MEDICARE / MEDICAID 2448056 PHYSICIAN RELATED 2098704 OTHER 1810516 WORKER'S COMPENSATION 1063167 FRANCHISE TAX 521085 53009898 X Schedule D, Part X, Line 2: Upper Valley Medical Center is a member, under a Joint Operating Agreement, of Premier Health (Premier), which is tax-exempt under Section 501(c)(3) of the Internal Revenue Code. As such, there is no income tax liability recorded at December 31, 2012 and 2011. In addition, Management annually reviews its tax positions and has determined that there are no material uncertain tax positions that require recognition in the combined financial statements. UVMC Inc, the Parent of Upper Valley Medical Center and its respective subsidiaries are a group of corporations that are tax-exempt corporations under Section 501(c)(3) of the Internal Revenue Code except for the following subsidiaries: - UVMC Management Corporation and After Hours Family Care, Inc. (subsidiaries of UVMC) - Med-Terra, Inc. - Tax-Exempt coproration under section 501(c)(2) of the internal revenue code. Central America and the Caribbean Investments 13859817 Central America and the Caribbean Program Services Insurance 9052 13868869 13868869 false false false false false false true true X true X true X true true true false true true 9885000 1268000 8617000 0.06140 19897000 14166000 5731000 0.04090 567000 426000 141000 0.00100 30349000 15860000 14489000 0.10330 1217000 1217000 0.00870 3648000 678000 2970000 0.02120 268000 268000 0.00190 5133000 678000 4455000 0.03180 35482000 16538000 18944000 0.13510 120000 120000 0.00090 120000 120000 0.00090 true 3499000 33077000 36959000 -3882000 X true true 1 1 UPPER VALLEY MEDICAL CENTER

110 N MAIN ST 500 DAYTON OH 45402

WWW.PREMIERHEALTH.COM X X X UPPER VALLEY MEDICAL CENTER 1 true true 200. true 400. true X X X X true true X X X X X X true false X X X X true X false false 7 DIALYSIS SERVICES

3130 N COUNTY RD 25A TROY OH 45373

DIALYSIS HYATT CENTER

450 HYATT ST TIPP CITY OH 45371

LABORATORY, IMAGING, SPORTS MEDICINE, SURGERY OUTPATIENT CARE CENTER NORTH

280 LOONEY RD PIQUA OH 45356

LABORATORY, IMAGING, REHABILITATIVE THERAPY OUTPATIENT CARE CENTER SOUTH

998 S DORSET RD TROY OH 45373

LABORATORY, IMAGING OCCUPATIONAL HEALTH REHABILITATIVE THERAPY STANFIELD PLACE

31 STANFIELD RD TROY OH 45373

LABORATORY, IMAGING JACOB DETTMER BUILDING

3130 N COUNTY RD 25A TROY OH 45373

SLEEP DISORDER VERSAILLES CENTER

471 MARKER RD VERSAILLES OH 45380

LABORATORY Part I, line 6a: An annual written community benefit report is prepared by the organization directly. In addition, Upper Valley Medical Center's community benefit information is included in an annual community benefit report with Premier Health, a related organization. Both of these reports are made available to the public via publications in local newspapers, as well as on the organizations' websites. PART I, LINE 7: A cost to charge ratio was used to calculate this financial assistance at cost. This calculation takes total operating expenses less other operating revenues divided by total gross revenues. Unreimbursed Medicaid and other means-tested governmental programs were calculated using a cost accounting system. This system addresses all patient segments and includes fully loaded costs. For the remaining items the organization used specific numbers for expense paid directly for these services. Part I, line 7g: Included in subsidized health services are revenues and expenses related to an obstetrics clinic which is subsidized by both the Miami County Health Department and Upper Valley Medical Center. This clinic serves the prenatal, delivery, and postnatal medical needs of women in the hospital's Miami County service area. Also included in subsidized health services are revenues and expenses related to an outpatient behavioral health clinic which serves the mental and behavioral health needs of area residents. The clients in both of these clinics include those who either have no medical insurance or qualify for Medicaid services. The total community benefit expense for these clinics in 2012 was $1,238,000, with direct offsetting revenues of $678,000. The net community benefit expense was $560,000. Also included in subsidized health services are the expenses the hospital incurs related to the call time and physician subsidies due to the large number of indigent patients coming through the emergency room. The hospital operates a 24-hour emergency room 365 days per year. This emergency room is open to all individuals regardless of their ability to pay. For 2012, the amounts paid for call time and subsidies were $2,410,000. Part II: Other community building activities include cash donations made to other organizations throughout the Miami County area. Upper Valley Medical Center makes several direct charitable donations to other not-for-profit organizations throughout Miami County. These organizations include area schools, chambers of commerce, churches, etc. These donations are given in the spirit of aiding in the overall well-being of the community. Part III, Line 2 & 3: Bad debt expense is incurred when an account is taken out of Accounts Receivable and turned over to a collection agency. This action may occur if a patient refuses payment arrangements, refuses to apply for financial assistance, and there is not an insurance balance being contended. An account is written off to bad debt after 120 days if an attempt to collect from the patient is made within our collection policy and the patient has not returned phone calls, set up a payment plan, applied for financial assistance, and there is not an insurance balance being contended. The collection agency attempts to collect the account in accordance with established guidelines. Collection attempts are ceased and the account returned back to the organization if the patient applies for financial assistance. Any amounts collected from these accounts are credited back against bad debt expense. The organization recognizes that there are accounts written off to bad debt that may have qualified for charity care if the patient had provided the necessary financial information. In order to resolve this, the organization has engaged a third party vendor to analyze data based on credit scores to reallocate some of this expense to charity care. These accounts are then sent to our third party vendor who gathers external credit data that presents the account as less than 100% Federal Poverty Level or not enough information (typically indicative of indigent). These accounts are reclassed from bad debt expense to charity expense on our income statement. Any credit score that presents the accounts as greater than 100% Federal Poverty Level remains in bad debt expense. Due to this process, the organization has used best efforts to not report bad debt expense for patients eligible under the organization's charity care policy. PART III, LINE 4: The organization does not have a footnote in the audited financial statements which discusses this calculation. Part III, section B, lines 5,6 and 7 The amounts reported on lines 5, 6 and 7 do not include certain Medicare program revenues and costs, and thus do not reflect all of the organization's revenues and costs associated with its participation in the Medicare programs. In addition to the amounts reported on line 5, 6 and 7, the organization received revenue of $18,538,000 and incurred cost of $19,255,000, for an additional net shortfall of $717,000 associated with these programs. Below is a reconciliation of the amounts associated with Medicare Programs. Allowable Medicare revenue per Medicare cost report (Part III, section B) 33,077,000 Medicare revenue not reported in Part III, Section B 18,538,000 Total Medicare Associated Revenue 51,615,000 Allowable Medicare Cost per Medicare Cost report (Part III, section B) 36,959,000 Medicare Cost not reported in Part III, Section B 19,255,000 Total Medicare Associated Cost 56,214,000 Medicare Shortfall per Part III, Section B 3,882,000 Additional shortfall not included in Part III, Section B 717,000 Total Medicare Shortfall 4,599,000 PART III, LINE 8: The organization's shortfall should be considered charity care because it is providing high-quality care in excess of the cost to our community residents that need care. The Medicare population at the organization is in excess of 46% of net patient revenue. The organization used a cost accounting system to calculate the Medicare allowable costs. PART III, LINE 9B: The organization makes reasonable efforts to determine whether or not an individual is eligible for assistance under the state or hospital financial assistance policy before engaging in extraordinary collective actions against that individual. Patients who are known to qualify for financial assistance are offered reasonable payment plan arrangements for any remaining balances. Any third party collecting self-pay receivables on our behalf is required to make reasonable efforts to determine if the individual meets the qualifications of the state or of our hospital financial assistance programs. Reasonable efforts include: A. Validating that the patient owes the unpaid bills and that all sources of third party payment have been identified and billed by the hospital. B. Documenting that the organization has or has attempted to offer the patient the opportunity to apply for charity care under its financial assistance policy. C. Documented that the patient does not qualify for financial assistance. D. Document that the patient has been offered a payment plan, but has not honored the terms of that plan. The financial counselors meet with inpatient, outpatient self-pay, and other patients upon request who may need financial assistance. In addition to assisting patients who want to apply for assistance through the Medicaid program, the financial counselor will provide the patient with a financial assistance application. PART V, SECTION B, LINE 12H: If the patient's family's income falls within 400% of the federal poverty guidelines, the patient qualifies for assistance under the hospital financial assistance policy. All or part of the account will be written off to charity care, based upon a Sliding Fee Schedule. The amounts charged to patients who are eligible for financial assistance are not more than the amounts generally billed to individuals who have insurance covering such care. Patients who qualify for financial assistance are not billed gross charges for emergency or medically necessary care. We offer reasonable payment plans to those who have qualified for charity care. Patients may also qualify for charity care discounts due to a medically-based catastrophic event which has occurred in their life. If a patient qualifies for this discount, he/she would only be held responsible for payment of his/her family's medical expenses up to 15% of their annual income. PART V, SECTION B, LINE 14G: The hospital widely distributes information about its financial assistance policy within the area that it serves. This information includes the method of applying for and accessing financial assistance. Notices are publicized in patients' bills and are posted in the emergency room, admitting and registration areas, as well as other public areas. A summary of the financial assistance policy is published on the hospital's website. Financial counselors, patient advocates, and customer service representatives discuss the financial assist true AMERICAN CANCER SOCIETY 5555 FRANTZ RD DUBLIN OH 43017 340726080 501(C)(3) 7500 Sponsorship EDISON FOUNDATION 1973 EDISON DR PIQUA OH 45356 311379781 501(C)(3) 12150 CAPITAL, EVENT SPONSORSHIP & GENERAL FUND Health Partners Free Clinic 1300 N County Rd 25A Troy OH 45373 311596731 501(C)(3) 87700 Operations AMERICAN HEART ASSOCIATION 1313 W Dorothy Ln Kettering OH 45409 135613797 501(c)(3) 27200 Community Support Hospice of Miami County PO Box 502 Troy OH 45373 311031277 501(c)(3) 118800 Operations Troy Development Council 405 SW Public Sq Suite 330 Troy OH 45373 310918399 501(c)(3) 15000 Sponsorship Miami County Dental Clinic 1364 W Main St Troy OH 45373 204901192 501(c)(3) 51700 Operations Miami Valley Hospital 110 N Main St Suite 500 Dayton OH 45402 310537504 501(c)(3) 12739 Community Support Troy Foundation 216 W Franklin St Troy OH 45373 316018703 501(c)(3) 5600 Community Support YMCA of Miami County 223 W High St Piqua OH 45356 310537179 501(c)(3) 5200 Sponsorship UVMC Foundation 3130 N COUNTY ROAD 25A Troy OH 45373 311581859 501(c)(3) 10300 Community Support 11 Form 990, Schedule I, Part I, Line 2 UPPER VALLEY MEDICAL CENTER MONITORS THE USE OF GRANT FUNDS BY VERIFYING THAT THE ORGANIZATIONS REQUESTING ASSISTANCE ARE 501(C)(3) TAX EXEMPT ORGANIZATIONS. THE GRANTS THAT ARE GIVEN ARE USUALLY SMALL IN NATURE. LARGER ONES ARE APPROVED BY THE UVMC BOARD OF DIRECTORS. THEY ARE USUALLY GIVEN FOR A SPECIFIC PURPOSE, SUCH AS ONGOING OPERATIONS OR A CAPITAL PROJECT, AND ARE RELATED TO HEALTHCARE IN THE COMMUNITY. X X X X false true false false false true true false false Rowan R Nickol MD 0 275027 0 64033 0 3051 0 2500 0 23461 0 368072 0 0 Michael Maiberger 0 266440 0 146051 0 156576 0 45625 0 30333 0 645025 0 0 Thomas Parker 292333 0 112247 0 23766 0 24277 0 4624 0 457247 0 0 0 Timothy Snider 195512 0 28761 0 29921 0 15000 0 25161 0 294355 0 0 0 James Hurak 156528 0 29026 0 19641 0 22663 0 25507 0 253365 0 0 0 Shakil Rahman MD 289816 0 50000 0 1093 0 2500 0 23780 0 367189 0 0 0 Rafay Atiq MD 226691 0 25000 0 929 0 2500 0 23841 0 278961 0 0 0 William Watercutter 126751 0 12246 0 6813 0 8914 0 16830 0 171554 0 0 0 Thomas Bigley 141868 0 17165 0 4086 0 9940 0 13024 0 186083 0 0 0 Tracy Moser 150488 0 16021 0 12046 0 11109 0 19816 0 209480 0 0 0 Rebecca Rice 159967 0 40957 0 25192 0 23983 0 11504 0 261603 0 0 0 Mary M Clancy 0 326023 0 115798 0 40342 0 25126 0 14621 0 521910 0 37243 WILLIAM E LINESCH 0 313022 0 92384 0 40448 0 31351 0 7434 0 484639 0 31031 Dale E Creech 0 359156 0 110992 0 128007 0 32434 0 24519 0 655108 0 123092 MARK W SHAW 0 255582 0 87080 0 60543 0 33040 0 24318 0 460563 0 52525 Mark S Shaker 0 424644 0 163966 0 157961 0 28111 0 5429 0 780111 0 153170 RENEE P GEORGE 0 215265 0 60657 0 752 0 8225 0 26289 0 311188 0 0 Paul Weber MD 0 206185 0 49794 0 1860 0 2500 0 23980 0 284319 0 0 Danny Bailey DPM 246931 0 41822 0 4045 0 7500 0 22566 0 322864 0 0 0 Judy A Synder 172165 0 36102 0 28815 0 25691 0 10315 0 273088 0 0 0 SCHEDULE J, 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, Upper Valley Medical Center compensates for this limitation and supplements the affected executives' qualified pension through certain nonqualified plans. Upper Valley Medical Center supplements through a Pension Restoration Plan and Supplemental Executive Retirement Plan or "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 2012. The individuals listed below have met the multi-year vesting requirement under the pension restoration plan and received the associated payment in 2012: Mary Clancy $37,243; William Linesch $31,031; Dale Creech $123,092; Mark Shaw $52,525; Mark Shaker $153,170. Michael Maiberger met the multi-year vesting requirement under the SERP and received an associated payment in 2012 of $29,210. 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. Schedule J, Part I, Lines 6a & 6b: PREMIER HEALTH (Premier), OF WHICH UPPER VALLEY MEDICAL CENTER IS AN AFFILIATE, HAS AN INCENTIVE COMPONENT FOR ALL EXECUTIVE AND DIRECTOR LEVEL EMPLOYEES THAT TIES A PORTION OF THEIR TOTAL COMPENSATION TO ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES AND OUTCOMES. THE ORGANIZATIONAL CRITERION IS WEIGHTED ACCORDING TO BALANCED SCORECARD CATEGORIES: POSITIVE WORK ENVIRONMENT (15%), QUALITY (30%), PATIENT SATISFACTION (15%), PHYSICIAN PARTNERSHIP, (15%), AND FINANCIAL (25%). THE FINANCIAL CATEGORY OF THE SCORECARD IS BASED ON NET EARNINGS OF THE INDIVIDUAL HOSPITAL AND THE NET EARNINGS OF THE SYSTEM as A WHOLE. THIS FINANCIAL TARGET IS SET BASED ON THE OPERATING AND CASH FLOW MARGINS REQUIRED TO MAINTAIN THE SYSTEM'S AA CREDIT RATINGS. INCENTIVE OBJECTIVES FOR DIRECTORS AND ABOVE ARE WEIGHTED 45% ON ORGANIZATIONAL CRITERIA, 45% ON INDIVIDUAL CRITERIA, AND 10% ON ORGANIZATIONAL EFFECTIVENESS. THE 2012 INCENTIVE PLAN AMOUNTS WERE PAID TO THE PARTICIPANTS IN 2013. THESE ARE NOT REPORTED AS DEFERRED COMPENSATION ON THE 2012 FORM 990 BASED ON THE DEFINITION OF DEFERRED COMPENSATION CONTAINED IN THE FORM 990 INSTRUCTIONS. PER THE INSTRUCTIONS, "DEFERRED COMPENSATION IS GENERALLY TREATED AS EARNED OR ACCRUED IN THE YEAR THAT SERVICES ARE RENDERED, EXCEPT WHEN ENTITLEMENT TO PAYMENT IS CONTINGENT ON SATISFACTION OF ORGANIZATIONAL GOALS OR SPECIFIED PERFORMANCE CRITERIA (OTHER THAN MERE LONGEVITY OF SERVICE) UNDER THE DEFERRED COMPENSATION PLAN." BASED ON THE INCENTIVE PROGRAM CRITERIA OUTLINED ABOVE, WE BELIEVE THE INCENTIVE PAYMENTS MEET THE EXCEPTION NOTED IN THE INSTRUCTIONS. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. A County of Miami Ohio 316000055 593328EVS 2006-06-29 57502248 See Part VI false false false A 7970000 0 61378018 5374565 0 0 663253 0 0 19589170 35751030 0 2009 true false true true A false true true true false 0.00050 0.00220 0.00270 false false false false A false false false true BOAML 12.67 false false false 0 true true A false Footnotes Schedule K Schedule K, part I, Line A, Column F Purpose of Bond-The Bond issue of 6/29/2006 was used to currently refund the 1996A, 1996B and 1996C series bonds and to provide capital for hospital improvements and equipment purchases. Schedule K, Part II, Line 3 Total proceeds of Issue-Includes sale proceeds of $57,502,248 plus $1,742,629 earnings on Debt Service Reserve Fund and $2,133,141 earnings on Project Fund. Schedule K, Part II, Line 11 Other Spent Proceeds includes $34,109,391 sale proceeds used to currently refund the 1996A, 1996B and 1996C bonds and $1,641,639 of earnings on the Debt Service Fund used to pay debt service on the 2006 series bonds. Schedule K, Part IV, Line 1 An arbitrage rebate calculation and yield restriction calculation were performed by a rebate analyst and it was determined that no arbitrage rebate or yield restriction liability were owed. Therefore, Form 8038-T was not required to be filed. Schedule K, Part IV, Line 5 Gross Proceeds Invested Beyond an Available Temporary Period. A portion of the proceeds received from the sale of the 2006 series bonds, and the earnings thereon, which were held in the Project Fund were not expended prior to June 29, 2009, the end of the 3 year temporary period described in Treas. Req. 1.148-2(e)(2). Those amounts were fully spent as of December 24, 2009. A yield restriction calculation waS performed by a rebate analyst on the five-year anniversary date of the issuance of the 2006 series bonds and it was determined that no yield reduction payments were owed. Schedule K, Part V While the organization does not have written procedures, the organization does have procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under application regulations. 0 Digestive Specialty CareInc >35% Owner- Fayez Abboud 333853 GASTROENTEROLOGY SERVICES false Form 990, Part I, Line 1 and PART III, LINE 1: Upper Valley Medical Center, as a subsidiary of UVMC, serves as an integral part in achieving UVMC's mission: UVMC will strive to provide quality care that upholds the dignity of all individuals. Care will be given in a holistic manner without regard to race, religion, creed, national origin, or social status. Our health care delivery system is structured to optimize the delivery of safe, efficient, and cost-effective health care. FORM 990, PART I, QUESTION 10: UPPER VALLEY MEDICAL CENTER HAS DESIGNATED ITS INVESTMENTS AS TRADING. IN ACCORDANCE WITH THE AICPA GUIDE FOR HEALTHCARE, ALL UNREALIZED GAINS AND LOSSES ARE RECOGNIZED THROUGH THE PROFIT AND LOSS STATEMENT. FOR 990 REPORTING, THIS ACTIVITY IS EXCLUDED PER THE INSTRUCTIONS BY THE INTERNAL REVENUE SERVICE. Form 990, PART III, LINE 4A: The primary exempt purpose of Upper Valley Medical Center is to provide comprehensive inpatient, outpatient, and emergency health care services to the residents of Miami and the surrounding counties. The hospital furthers its tax-exempt purpose by promoting the health of the community in many ways. See Schedule H for more information. Form 990, PART VI, section A, QUESTION 6: Upper Valley Medical Center has two corporate members. One member is UVMC, the parent company of the hospital. The second member is Premier Health (Premier), an Ohio nonprofit corporation, formed pursuant to the Joint Operating Agreement. UVMC has the sole authority to elect the Board of Trustees of the corporation. Premier has the general authority to operate and manage the operations of the Premier's activities of the corporation. Form 990, PART VI, Section A,QUESTION 7A: UVMC has the sole authority to elect the board of trustees of Upper Valley Medical Center. UVMC has the authority to remove trustees at any regular or special board meeting or by written consent. Premier Health (Premier) has the right to request that UVMC remove a trustee of UVMC or Upper Valley Medical Center if Premier has determined that such trustee is frustrating the goals and purposes of Premier Health's network. Such request shall not be unreasonably refused by UVMC. Form 990, PART VI, Section A, QUESTION 7B: Premier Health (Premier) as the operator of Upper Valley Medical Center (Upper Valley) develops and oversees the implementation of the strategic plan for Upper Valley, which includes (but is not limited to) such matters as location of clinical and administrative services and the consolidation of such services. UPPER VALLEY shall comply with and implement this plan and shall not take any action that materially departs from this plan without Premier's approval. UPPER VALLEY develops and submits an annual capital and operating budget to Premier for approval. UPPER VALLEY shall adopt and implement the capital and operating budget so approved and/or revised for it by Premier. UPPER VALLEY may periodically develop and submit a business plan to Premier for approval. UPPER VALLEY shall implement any business plan approved by Premier. Premier is the sole agent to negotiate all relationships with payors on behalf of UPPER VALLEY with all third party payors and alternative delivery systems including, but not limited to insurers. UPPER VALLEY must have approval from Premier to borrow in any fiscal year, guarantee in any year, or incur any lien or other encumbrance on any property in an amount equal to or greater than $1,000,000. UPPER VALLEY must seek Premier's approval for any acquisitions, sale or transfer of any material asset used in Premier's activities. Form 990, PART VI, SECTION B, LINE 11B: This 990 tax return and attached schedules (the return) are prepared by staff member in the Premier Health (Premier) tax department, of which Upper Valley Medical Center is an affiliate. 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 Treasurer and President 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 the meeting, the Vice President/Controller (or designee) of Premier 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 tax return is also shared with the Audit Committee of Premier. At the meeting, the Vice-President/Controller (or designee) of Premier shares detailed information on compensation and other key areas, as well as addresses any other questions from the committee. Form 990, PART VI, Section B, LINE 12C: Premier Health (Premier), of which Upper Valley Medical Center is an affiliate, requires all board members, officers, executives, and management personnel 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 with a memo sent out annually from the Chairman of the Board and Chief Executive Officer of Premier to all board members, executive directors, vice presidents, directors, purchasing department staff, authorized purchasers, medical directors, department and section chairs, and all employeed physicians. 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 memo 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 Officer. 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 Committee Chair shall request any board member who perceives a potential conflict of interest on any of the meeting's agenda items to disclose such 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 board member will be excused from participating in any discussion or voting on the particular agenda item. The Corporate Compliance 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 summarized by person in a word document and sent electronically to the Finance department for any necessary disclosures required on the 990 tax return. Form 990, PART VI, SECTION B, LINE 15A & 15B: Premier Health (Premier), of which Upper Valley Medical Center is an affiliate, 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. The 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 which 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, 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 on the company website. Form 990, Part XI, Line 9: Reversal of Foundation's Net Assets included on prior year's Balance Sheet (11,136,286) Pension Adjustment 7,897,843 Equity Transfers (6,800,000) Capital Donations 150,464 Unrealized Gain/(Loss) on Investments (87,195) Change in Auxilliary Cash position (73,476) UVMC Foundation Contribution (204,249) Total (10,252,899) UVMC 110 N Main St Suite 500 DAYTON OH 45402 341850683 PARENT OH 501(c)(3) 11, I NA false UVMC Foundation 3130 N COUNTY ROAD 25A Troy OH 45373 311581859 Foundation OH 501(c)(3) 11, III-O NA false Med-Terra Inc 110 N MAIN ST Suite 500 DAYTON OH 45402 311232074 HOLDING CO OH 501(c)(2) N/A UVMC true Premier Health 110 N Main St Suite 500 Dayton OH 45402 311446699 JOA Parent OH 501(c)(3) 11, I NA false Upper Valley Professional Corp (UVPC) 110 N Main St Suite 500 DAYTON OH 45402 311400963 Health Care OH 501(c)(3) 9 UVMC true UVPC Specialists Inc 110 N Main St Suite 500 DAYTON OH 45402 203687536 Health Care OH 501(c)(3) 9 UVPC true UVMC NURSING CARE INC 110 N Main St Suite 500 DAYTON OH 45402 311224064 NURSING HOME OH 501(c)(3) 9 UVMC true UVMC MANAGEMENT CORPORATION 110 N Main St Suite 500 DAYTON OH 45402 311360489 MGT COMPANY OH UVMC C CORP 0 0 0.00000 true After Hours Family Care Inc 31 Stanfield Rd Troy OH 45373 311269483 Health Care OH UVPC C Corp 0 0 0.00000 true true false true false true false false false false true true false true false true true true true true Upper Valley Professional Corporation R 2640385 Cash Med-Terra Inc R 7798886 Cash UVMC S 244000 Cash UVMC Nursing Care Inc S 4000000 Cash UVMC Foundation C 204249 Cash Upper Valley Professional Corporation A(IV) 24000 CASH Upper Valley Professional Corporation E 3000000 CASH Upper Valley Professional Corporation O 172604 FMV Upper Valley Professional Corporation Q 1926276 FMV UVPC SPECIALISTS INC M 104000 FMV UVPC SPECIALISTS INC Q 132794 FMV Med-Terra Inc E 3000000 FMV Med-Terra Inc K 1040310 FMV Med-Terra Inc Q 4496218 FMV UVMC Nursing Care Inc Q 54226 FMV UVMC MANAGEMENT CORPORATION M 740648 FMV UVPC SPECIALISTS INC R 2400000 Cash AFTER HOURS FAMILY CARE INC R 160000 Cash