Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
UVMC
Employer identification number
34-1850683
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
(1)
UPPER VALLEY MEDICAL CENTER
310537095
03
Yes
Yes
Yes
61,000
(2)
UVMC NURSING CARE INC
311224064
09
Yes
Yes
Yes
0
(3)
UPPER VALLEY PROFESSIONAL CORPORATION
311400963
09
No
Yes
Yes
0
(4)
UVPC SPECIALISTS INC
203687536
09
No
Yes
Yes
0
(5)
MIAMI COUNTY MENTAL HEALTH CENTER
260841036
09
No
Yes
Yes
0
Total
61,000
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2011
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
UVMC
Employer identification number
34-1850683
Identifier
Return Reference
Explanation
MISSION STATEMENT
PART III, LINE 1
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 will be structured to optimize the delivery of safe, efficient and cost-effective health care.
PROGRAM SERVICE ACCOMPLISHMENTS DESCRIPTION
PART III, LINE 4A
UVMC is the parent corporation of its member corporations and functions as a holding corporation for investments and other assets. The primary exempt purpose of UVMC is to support Upper Valley Medical Center, a tax-exempt hospital, and its other tax-exempt affiliates that serve Miami County and the surrounding area. The UVMC network includes a hospital that provides acute care services along with inpatient and outpatient behavioral health, and dialysis services. Other UVMC entities include two nursing homes, a retirement community, medical office facilities, and physicians practicing primary and specialty health care. UVMC 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 will be structured to optimize the delivery of safe, efficient and cost-effective health care. UVMC Vision: UVMC is committed to preserving long-term access to quality health care services for Miami County and the surrounding area. UVMC Values: Quality customer service is an absolute priority at UVMC. Our environment is one where people treat each other with kindness and respect. Our culture is defined by "Caring Plus" - UVMC's commitment to quality, kindness and compassion for our patients, visitors and each other.
MEMBERS/STOCKHOLDERS WHO MAY ELECT GOVERNING BODY MEMBERS
PART VI, SECTION A, LINE 7A
Premier Health Partners (PHP) has the right to request that UVMC remove a trustee of the corporation if PHP has determined that such trustee is frustrating the goals and purposes of the Premier Health Partners network. Such request shall not be unreasonably refused by UVMC.
APPROVAL OF GOVERNING BODY DECISIONS
PART VI, SECTION A, LINE 7B
Premier Health Partners (PHP) develops and oversees the implementation of the strategic plan for UVMC, addresses such matters as location of clinical and administrative services and the consolidation of such services. UVMC shall comply with and implement this plan and shall not take any action that materially departs from this plan without PHP approval. UVMC entities develop and submit an annual capital and operating budget to PHP for approval. UVMC shall adopt and implement the capital and operating budget so approved and/or revised for it by PHP. UVMC periodically develops and submits a business plan to PHP for approval. UVMC shall implement the business plan approved by PHP. UVMC must have approval from PHP 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 $500,000. UVMC must seek PHP approval for any acquisitions, sale or transfer of any material asset used in PHP activities.
REVIEW OF FORM 990
PART VI, SECTION B, LINE 11b
The 990 tax return and attached schedules are prepared by staff members of the UVMC Finance department. Draft returns are reviewed by the Budget and Reimbursement Manager, Controller and Chief Financial Officer. After revisions are made, the draft returns are sent to Ernst & Young LLP (E&Y) for review and evaluation. Review notes are made available by E&Y for the Finance department, changes are made, and then the return is reviewed again by the Finance management team. An electronic version of the return is provided to the UVMC Board of Directors at least one week prior to the board meeting. At that meeting, the Chief Financial Officer of UVMC presents detailed information on compensation and community benefits, as well as addresses questions from the board. The board then approves the return and associated schedules for filing. In addition, an electronic version is sent out at least one week prior to the Premier Health Partners (PHP) Audit Committee meeting. At the meeting, the Vice President/Controller of PHP shares detailed information on compensation and community benefits, as well as addresses any questions from the committee. The Audit Committee then approves the return and schedules for filing.
CONFLICTS OF INTEREST PROCESS
PART VI, SECTION B, LINE 12C
Premier Health Partners (PHP), of which UVMC is included, requires all board members, officers, executives and management personnel to annually review the PHP 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 Conflicts of Interest Policy. This is accomplished with a memo sent out annually from the Chairman of the Board and Chief Executive Officer of PHP to all board members, executive directors, management directors and above personnel, purchasing department staff and authorized purchasers. 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. Last, 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 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, any Board or Board Committee meeting where the subject of conflicts of interest is discussed, the normally taken 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 does 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 PHP Conflicts 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 conflicts 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.
PROCESS FOR DETERMINING COMPENSATION
PART VI, SECTION B, LINE 15a & 15b
Premier Health Partners, of which UVMC is a part, 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. PHP annually reviews executive compensation survey data for a regional peer group of systems and hospitals that are similar in size and complexity to PHP and its subsidiaries. The data for the survey is provided by a third party consultant group that is independent of PHP. 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 PHP 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 PHP board annually.
AVAILABILITY OF GOV DOCS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STMTS
PART VI, SECTION C, LINE 19
THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES.
Reconciliation of Net Assets
Part XI, Line 5, Other Changes
Unrealized Gain(Loss) on Investments (1,546,742) Transfer to hospital (61,000) Unrealized Gain(Loss) on Market Value (220,986) Total Changes in Net Assets (1,828,728)
Statement Pertaining to Form 5471:
UNDER THE CONSTRUCTIVE OWNERSHIP RULES OF IRC SECTIONS 958(a) AND (b), THE TAXPAYER IS REQUIRED TO FILE FORMS 5471, INFORMATION RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN CORPORATIONS, AS A CATEGORY 5 FILER WITH RESPECT TO CERTAIN CONTROLLED FOREIGN CORPORATIONS (CFCs). THESE FILING REQUIREMENTS ARE OR WILL BE SATISFIED THROUGH THE FILING OF FORMS 5471 FOR THESE CFCs BY OTHER U.S. TAXPAYERS IDENTIFIED BELOW WHO HAVE THE SAME FILING REQUIREMENT. Samaritan Health Partners 110 North Main St, Suite 500 Dayton, OH 45402 EIN: 31-1107411 THE FILING ORGANIZATION, UVMC, IS NOT FILING A SEPARATE FORM 5471 - SCHEDULE I BECAUSE IT HAS NO INCOME FROM THE FOREIGN CORPORATION.
AVERAGE HOURS PER WEEK
PART VII, SECTION A, COLUMN B
HOURS REPORTED FOR OFFICERS ARE SPREAD AMONG THE ENTITIES LISTED IN SCHEDULE R, PARTS II AND IV.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.