Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
MediumBullet Do not enter Social Security numbers on this form as it may be made public. By law, the IRS
generally cannot redact the information on the form.
MediumBullet Information about Form 990 and its instructions is at www.IRS.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
A For the 2013 calendar year, or tax year beginning 01-01-2013 , 2013, and ending 12-31-2013
BCheck if applicable:
CName of organization
UNIVERSITY HEALTH CARE INC
 
Doing Business As
PASSPORT HEALTH PLAN
 
Number and street (or P.O. box if mail is not delivered to street address)
5100 COMMERCE CROSSINGS DRIVE
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
LOUISVILLE, KY40229
D Employer identification number

61-1325905
E Telephone number

G Gross receipts $ 794,434,768
F Name and address of principal officer:
MARK B CARTER
5100 COMMERCE CROSSINGS DRIVE
LOUISVILLE,KY40229
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.PASSPORTHEALTHPLAN.COM
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1997
M State of legal domicile: KY
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: PROVIDING/ ARRANGING HEALTH CARE SERVICES TO ELIGIBLE MEDICAID RECIPIENTS IN KENTUCKY.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 15
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 15
5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) ...... 5 342
6 Total number of volunteers (estimate if necessary) ............. 6 15
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 0
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 798,189,387 687,029,938
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 10,193,914 7,842,722
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 0 0
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 808,383,301 694,872,660
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 237,287 250,700
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 756,037,256 647,064,538
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 20,448,732 19,619,404
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 33,455,810 31,396,125
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 810,179,085 698,330,767
19 Revenue less expenses. Subtract line 18 from line 12....... -1,795,784 -3,458,107
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 190,021,710 180,842,444
21 Total liabilities (Part X, line 26)............. 89,958,543 76,652,386
22 Net assets or fund balances. Subtract line 21 from line 20..... 100,063,167 104,190,058
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2013)
Form 990 (2013)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III ..............
1
Briefly describe the organization’s mission: PROVIDING OR ARRANGING FOR THE PROVISION OF HEALTH CARE SERVICES TO ELIGIBLE MEDICAID RECIPIENTS PURSUANT TO A MANAGED CARE INITIATIVE WITH THE DEPARTMENT FOR MEDICAID SERVICES OF THE COMMONWEALTH OF KENTUCKY.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 647,380,068 including grants of $ 250,700 ) (Revenue $ 687,029,938 )
UNIVERSITY HEALTH CARE, INC. (D/B/A PASSPORT HEALTH PLAN) IS A NONPROFIT, COMMUNITY-BASED, PROVIDER-SPONSORED HEALTH PLAN WITH OVER 16 YEARS OF EXPERIENCE ADMINISTERING KENTUCKY MEDICAID BENEFITS. THROUGH A CONTRACT WITH THE KENTUCKY DEPARTMENT FOR MEDICAID SERVICES, PASSPORT PROVIDES SERVICES TO OVER 188,000* MEDICAID ELIGIBLE MEMBERS IN KENTUCKY. PASSPORT'S UNIQUE PUBLIC-PRIVATE PARTNERSHIP WAS FIRST ESTABLISHED IN 1997 BY SEVERAL PRIVATE PROVIDER SPONSORS TO HELP THE COMMONWEALTH CONTROL THE RISING COSTS OF THE MEDICAID PROGRAM AND TO IMPROVE HEALTH OUTCOMES FOR MEDICAID MEMBERS. PASSPORT IS CURRENTLY RANKED AS THE #21 MEDICAID HEALTH PLAN IN THE UNITED STATES, ACCORDING TO NCQA'S HEALTH INSURANCE RANKINGS 2013-2014 MEDICAID. PASSPORT HAS ALSO EARNED THE ACCREDITATION STATUS OF "EXCELLENT" (THE HIGHEST LEVEL POSSIBLE) BY THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA) EVERY YEAR SINCE 2002. AS A NONPROFIT ORGANIZATION, PASSPORT DOES NOT HAVE SHAREHOLDERS AND THEREFORE OPERATES WITH A LOW ADMINISTRATIVE EXPENSE OF 7%. THROUGH CAREFUL SPENDING AND LOW HEALTHCARE ADMINISTRATION COSTS, PASSPORT HAS BEEN ABLE TO REALIZE TRUE ECONOMIC VALUE FOR THE COMMONWEALTH. FROM 2008-2011, PASSPORT SAVED THE COMMONWEALTH OF KENTUCKY OVER $180 MILLION, AS REPORTED IN THE DATA REPORT "ASSESSMENT OF PASSPORT HEALTH PLAN'S VALUE TO KENTUCKY'S MEDICAID PROGRAM," PREPARED BY THE SPECIAL NEEDS CONSULTING GROUP AKA THE MENGES GROUP.PASSPORT COLLABORATES WITH LOCAL HEALTH CARE PROVIDERS, MEMBERS, AND COMMUNITY ADVOCATES TO FIND INNOVATIVE WAYS TO HELP KENTUCKIANS LIVE HEALTHIER LIVES. AS A RESULT, PASSPORT HAS SURPASSED MANY OF THE TOP NATIONAL, REGIONAL, AND STATE COMMERCIAL AND MEDICAID HEALTH PLANS IN IMPROVING CERTAIN HEALTH OUTCOMES. PASSPORT HAS ALSO DEVELOPED A NATIONAL REPUTATION FOR ALWAYS STAYING AHEAD OF THE CURVE BY RESEARCHING AND INVESTING IN THE FUTURE OF HEALTH CARE. PASSPORT'S STAFF ARE COMMITTED (AND KEENLY ABLE) TO FORECAST WAYS WE CAN PROVIDE SERVICES THAT ARE INNOVATIVE, IMPROVE HEALTH OUTCOMES, AND CREATE OPPORTUNITIES TO REDUCE OR STABILIZE COSTS. PASSPORT HAS A BROAD NETWORK OF PROVIDERS FOR ITS MEMBERS, INCLUDING MANY PRIMARY CARE AND SPECIALIST PHYSICIANS, HOSPITALS, NURSING FACILITIES, HOME HEALTH CARE AGENCIES, A 24-HOUR CALL CENTER, PHARMACIES, LABORATORIES, AND VISION, DENTAL, AND BEHAVIORAL HEALTH PROVIDERS. PASSPORT OFFERS MULTIPLE AWARD-WINNING SPECIAL PROGRAMS FOR MEMBERS THROUGHOUT THEIR LIFESPAN. AS PART OF THESE PROGRAMS PASSPORT WORKS CLOSELY WITH AND SUPPORTS PROVIDERS IN THEIR TREATMENT PLANS, AND CONNECTS WITH LOCAL COMMUNITY ADVOCATES WHO ARE ABLE TO ASSIST IN AREAS BEYOND PASSPORT'S COVERED BENEFITS. DURING 2013, THE FOLLOWING ACHIEVEMENTS WERE REALIZED: - OVER 92% OF PASSPORT MEMBERS (AGES OF 5-11) DIAGNOSED WITH PERSISTENT ASTHMA WERE PROPERLY PRESCRIBED MEDICATIONS FOR ASTHMA**. - PASSPORT HAS REALIZED IMPROVEMENTS PARTICULARLY IN CHILD AND ADOLESCENT WELLNESS, IMPROVING THE RATES IN THIS REGION OF KENTUCKY FROM 17% IN 1997 TO 99% IN 2013. - MEMBER SATISFACTION RATES FOR OVERALL RATING OF THE HEALTH PLAN WERE 84.08% FOR ADULTS AND 92.19% FOR CHILDREN***.PASSPORT ALSO HAS A TRACK RECORD OF ACHIEVING A HIGH LEVEL OF MEMBER SATISFACTION. WE ARE ABLE TO ACHIEVE THIS HIGH LEVEL OF SATISFACTION BASED ON SEVERAL FEATURES UNIQUE TO PASSPORT'S BUSINESS MODEL. PASSPORT HAS STAFF AND LEADERSHIP WHO LIVE IN, AND UNDERSTAND THE COMMUNITIES WE SERVE. PASSPORT ALSO OFFERS PROVIDER ENGAGEMENT; PROVIDER CHOICE FOR MEMBERS; CUSTOMER SERVICE PROGRAMS THAT INCLUDE SEASONED STAFF; COMPREHENSIVE TRAINING AND TELEPHONE RESPONSIVENESS THAT EXCEEDS REQUIREMENTS; MEMBER OUTREACH TO HIGH RISK GROUPS SUCH AS HOMELESS MEMBERS, THOSE WHO ARE PREGNANT, MEDICALLY FRAGILE AND SPECIAL NEEDS POPULATIONS. PASSPORT ALSO OFFERS INDUSTRY-LEADING DIVERSITY TRAINING.PASSPORT BELIEVES IN SUPPORTING OUR COMMUNITY. FINANCIAL SUPPORT FOCUSES ON MAKING OUR COMMUNITY STRONGER AND A BETTER PLACE TO LIVE. PASSPORT'S BOARD OF DIRECTORS HAS SET ASIDE FUNDS FOR RESEARCH AND DEVELOPMENT OF PROGRAMS THAT WILL IMPROVE THE QUALITY, ACCESS, EFFICIENCY, AND COST OF HEALTH CARE DELIVERED TO THEIR CONSTITUENTS. SINCE 2006, THE IHOP (IMPROVED HEALTH OUTCOMES PROGRAM) INITIATIVE OFFERS ENTITIES THAT PROVIDE SERVICES DIRECTLY OR INDIRECTLY TO MEDICAID OR UNINSURED PATIENTS THROUGHOUT KENTUCKY. FUNDING IS FOR ONE-TIME PROJECTS THAT COULD BE COMPLETED IN 1 YEAR WITH QUANTIFIABLE OUTCOMES. PASSPORT ALSO HOLDS A GRANTS COMMITTEE AND A DONATIONS AND SPONSORSHIPS COMMITTEE, WHICH APPROVE FINANCIAL SUPPORT FOR PROGRAMS AND CAUSES THAT WOULD NOT MEET THE CRITERIA OF THE IHOP. PASSPORT IS DEDICATED TO IMPROVING THE HEALTH AND QUALITY OF LIFE OF ITS MEMBERS AND TO HELPING KENTUCKIANS LIVE HEALTHIER LIVES. PASSPORT'S VALUES ARE INTEGRITY, COLLABORATION, COMMUNITY, AND STEWARDSHIP.* AS OF MAY 20, 2014** HEDIS 2013 RESULTS. HEDIS IS A REGISTERED TRADEMARK OF THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA). QUALITY COMPASS IS A REGISTERED TRADEMARK OF THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA). *** 2013 CAHPS ADULT AND CHILD SATISFACTION SURVEYS. CAHPS IS A REGISTERED TRADEMARK OF THE AGENCY FOR HEALTHCARE RESEARCH AND QUALITY (AHRQ).
4b (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet647,380,068
Form 990 (2013)
Form 990 (2013)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........
4
 
No
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part VClick to see attachment......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIClick to see attachment.......
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
Yes
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions)....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2013)
Form 990 (2013)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants or other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I........
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................
25b
 
No
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II....................
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................
34
 
No
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2...
35b
 
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2013)
Form 990 (2013)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V ..............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
1,491
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
342
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
 
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
 
No
b
If "Yes," did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
Form 990 (2013)
Form 990 (2013)
Page 6
Part VI
Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response or note to any line in this Part VI ..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
15
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
15
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
Yes
 
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
KY
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletDAVID STANLEY5100 COMMERCE CROSSINGS DRIVELOUISVILLEKY40229 (502) 585-7329
Form 990 (2013)
Form 990 (2013)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line in this Part VII ..............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) HENRY MORRIS ALTMAN JR........................................................................
CHAIRMAN/DIRECTOR
 4.00
.......................   		X   X       0 0 0
(2) VENKAT VEERUBHOTLA SHARMA........................................................................
VICR-CHAIRMAN/DIRECTOR
 3.00
.......................   		X   X       0 0 0
(3) ALLAN TASMAN........................................................................
TREASURER/ DIRECTOR
 3.00
.......................   		X   X       0 0 0
(4) JAMES H TAYLOR........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(5) WILLIAM BOSSE WAGNER........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(6) DAVID LEWIS DUNN........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(7) HOWARD FRANK BRACCO........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(8) JAMES ALLEN HEDRICK........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(9) SHAMILA KUMAIR MAKHIJA........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(10) LINDA MARIE SIMS........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(11) GERALD P RABALAIS MD........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(12) DAVID GREGORY LAIRD........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(13) MANFRED GORDON REID SR........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(14) MICHAEL W GOUGH........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(15) GREGORY C POSTEL........................................................................
DIRECTOR
 1.00
.......................   		X           0 0 0
(16) MARK B CARTER........................................................................
SEC/CHIEF EXEC OFC/ DIRECTOR
 40.00
.......................   		    X       623,360 0 31,715
(17) DAVID ANDREW STANLEY........................................................................
VICE PRESIDENT/ CHIEF FIN OFR
 40.00
.......................   		    X       338,904 0 30,873
Form 990 (2013)
Form 990 (2013)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) JULIA JOSEPH BELL........................................................................
VICE PRES/ CHIEF COMM OFFICER
 40.00
.......................   		    X       278,826 0 29,142
(19) STEPHEN JOHN HOUGHLAND........................................................................
VICE PRES/ CHIEF MED OFFICER
 40.00
.......................   		    X       362,384 0 15,431
(20) DAVID MICHAEL HENLEY........................................................................
VICE PRES/ CHIEF COMPLIANCE OFF
 40.00
.......................   		    X       232,735 0 25,930
(21) CHRISTIE LYNN SPENCER........................................................................
VICE PRES OF OPERATIONS
 40.00
.......................   		    X       283,089 0 4,905
(22) JOHN EUGENE BURICH........................................................................
VICE PRES OF STRATEGY & BUS DEV
 40.00
.......................   		    X       124,451 0 16,792
(23) PERRY MEADOW MD........................................................................
MEDICAL DIRECTOR
 40.00
.......................   		        X   292,393 0 30,183
(24) JAMES MUMFORD MD........................................................................
MEDICAL DIRECTOR
 40.00
.......................   		        X   291,754 0 24,505
(25) DWAYNE SPARKS........................................................................
DIRECTOR OF INFORMATION TECHNOLOGY
 40.00
.......................   		        X   160,266 0 26,427
(26) THEA ROGERS........................................................................
PHARMACY DIRECTOR
 40.00
.......................   		        X   144,461 0 17,810
(27) ELIZABETH MCKUNE........................................................................
BEHAVIORAL HEALTH DIRECTOR
 40.00
.......................   		        X   136,173 0 22,516
(28) MARY KAY JETT........................................................................
FORMER VICE PRES HUMAN RESOURCES
 40.00
.......................   		          X 291,812 0 4,905
(29) PEGGY JEAN PATTON........................................................................
FORMER ASSOC VP PRVDR NETWORK MNGMT
 40.00
.......................   		          X 165,000 0 0


1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 3,725,608 0 281,134
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet26
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
ARGUS HEALTH SYSTEMS1300 WASHINGTON STREETKANSAS CITYKS64105 PHARMACY CLAIM PAYMENTS 111,841,548
BEACON HEALTH STRATEGIES LLC200 STATE STREET STE 302BOSTONMA02109 BEHAVIORAL HEALTH CLAIM PAYMENTS 73,538,868
AVESIS THIRD PARTY ADMINISTRATORS INC10324 SOUTH DOLFIELD ROADOWINGS MILLSMD21117 DENTAL CLAIM PAYMENTS 24,483,532
HARDIN MEMORIAL HOSPITAL913 N DIXIE AVENUEELIZABETHTOWNKY42702 CLAIM PAYMENTS 13,301,174
AMERIHEALTH MERCY HEALTH PLAN200 STEVENS DRIVEPHILADELPHIAPA19113 THIRD PARTY ADMINISTRATION 13,285,730
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet276
Form 990 (2013)
Form 990 (2013)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet  
Program Service RevenueAmt Business Code
2a PATIENT SERVICE 624100 687,029,938 687,029,938    
b
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 687,029,938
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 3,105,177     3,105,177
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties...........MediumBullet        
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 104,299,653  
b Less: cost or other basis and sales expenses 99,296,840 265,268
c Gain or (loss) 5,002,813 -265,268
d Net gain or (loss)..........MediumBullet 4,737,545     4,737,545
8a Gross income from fundraising events (not including
$  
of contributions reported on line 1c). See Part IV, line 18 ..
a  
b Less: direct expenses ...b  
c Net income or (loss) from fundraising events..MediumBullet      
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet        
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet        
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet  
12 Total revenue. See Instructions......MediumBullet 694,872,660 687,029,938 0 7,842,722
Form 990 (2013)
Form 990 (2013)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 250,700 250,700
2 Grants and other assistance to individuals in the United States. See Part IV, line 22    
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16    
4 Benefits paid to or for members 647,064,538 647,064,538
5 Compensation of current officers, directors, trustees, and key employees .... 2,398,534   2,398,534  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....        
7 Other salaries and wages 13,254,571   13,254,571  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 301,437   301,437  
9 Other employee benefits ....... 2,504,858   2,504,858  
10 Payroll taxes ........... 1,160,004   1,160,004  
11 Fees for services (non-employees):        
a Management ...... 17,186,760   17,186,760  
b Legal ......... 280,561   280,561  
c Accounting ........... 181,833   181,833  
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 494,460   494,460  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 5,057,414   5,057,414  
12 Advertising and promotion .... 2,640,272   2,640,272  
13 Office expenses ....... 923,417   923,417  
14 Information technology ...... 453,344   453,344  
15 Royalties ..        
16 Occupancy ........... 1,179,513   1,179,513  
17 Travel ............ 176,491   176,491  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 145,303   145,303  
20 Interest ...........        
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 739,086   739,086  
23 Insurance .............. 448,131   448,131  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a LICENSE & FEES 1,036,345   1,036,345  
b DUES & SUBSCRIPTIONS 169,862   169,862  
c EQUIPMENT RENTAL & MAIN 106,260   106,260  
d EVENT SPONSORSHIPS 63,850 63,850    
e All other expenses 113,223 980 112,243  
25 Total functional expenses. Add lines 1 through 24e 698,330,767 647,380,068 50,950,699 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2013)
Form 990 (2013)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ............. 56,965,501 1 33,394,130
2 Savings and temporary cash investments .........   2  
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 3,216,456 4 6,739,000
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
  6  
7 Notes and loans receivable, net .............   7  
8 Inventories for sale or use ..............   8  
9 Prepaid expenses and deferred charges .......... 1,494,766 9 1,729,714
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 2,570,047
b Less: accumulated depreciation ..... 10b 1,751,547 1,149,781 10c 818,500
11 Investments—publicly traded securities .......... 114,303,050 11 130,278,878
12 Investments—other securities. See Part IV, line 11 .....   12  
13 Investments—program-related. See Part IV, line 11 .....   13  
14 Intangible assets ...............   14  
15 Other assets. See Part IV, line 11 ........... 12,892,156 15 7,882,222
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 190,021,710 16 180,842,444
Liabilities 17 Accounts payable and accrued expenses ......... 8,616,860 17 7,727,239
18 Grants payable .................   18  
19 Deferred revenue ................   19  
20 Tax-exempt bond liabilities .............   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D..   21  
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L..........   22  
23 Secured mortgages and notes payable to unrelated third parties ..   23  
24 Unsecured notes and loans payable to unrelated third parties ....   24  
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 81,341,683 25 68,925,147
26 Total liabilities. Add lines 17 through 25......... 89,958,543 26 76,652,386
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 100,063,167 27 104,190,058
28 Temporarily restricted net assets ...........   28  
29 Permanently restricted net assets ...........   29  
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 100,063,167 33 104,190,058
34 Total liabilities and net assets/fund balances ........ 190,021,710 34 180,842,444
Form 990 (2013)
Form 990 (2013)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
694,872,660
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
698,330,767
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-3,458,107
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
100,063,167
5
Net unrealized gains (losses) on investments ...............
5
7,584,998
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
0
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
104,190,058
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII .............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
 
No
b
If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.
3b
 
 
Form 990 (2013)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

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.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
right arrow Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
UNIVERSITY HEALTH CARE INC
 
Employer identification number

61-1325905
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
f
g
(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 supported organization? ................
11g(i)
 
 
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
 
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
 
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 monetary support
Yes No Yes No Yes No
Total  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (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) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).  
12
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.................................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
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 ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 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) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (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...... 908,519,074 914,945,061 932,430,945 798,189,387 687,029,938 4,241,114,405
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. 908,519,074 914,945,061 932,430,945 798,189,387 687,029,938 4,241,114,405
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...           0
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.           0
c Add lines 7a and 7b..           0
8 Public support (Subtract line 7c from line 6.) 4,241,114,405
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
9 Amounts from line 6... 908,519,074 914,945,061 932,430,945 798,189,387 687,029,938 4,241,114,405
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. 3,949,528 4,061,543 4,012,877 3,308,340 3,105,177 18,437,465
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b. 3,949,528 4,061,543 4,012,877 3,308,340 3,105,177 18,437,465
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.).. 912,468,602 919,006,604 936,443,822 801,497,727 690,135,115 4,259,551,870
14
Section C. Computation of Public Support Percentage
15
15
99.570 %
16
16
99.530 %
Section D. Computation of Investment Income Percentage
17
17
0.430 %
18
18
0.470 %
19a
b
20
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2013

Additional Data


Software ID:  
Software Version:  
SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions. SchDMd Bullet Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
UNIVERSITY HEALTH CARE INC
 
Employer identification number

61-1325905
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) .....    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ........          
c Net investment earnings, gains, and losses          
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................        
c Leasehold improvements ............        
d Equipment ................   2,570,047 1,751,547 818,500
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 818,500
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests    
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet  
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
ACCRUED MEDICAL EXPENSES 68,757,447
OTHER LIABILITIES 167,700







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 68,925,147
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 702,459,008
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 7,584,998
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d ..................... 2e 7,584,998
3 Subtract line 2e from line 1..................... 3 694,874,010
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b -1,350
c Add lines 4a and 4b....................... 4c -1,350
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 694,872,660
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 698,332,117
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities .......... 2a  
b Prior year adjustments .............. 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d...................... 2e 0
3 Subtract line 2e from line 1..................... 3 698,332,117
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ............ 4b -1,350
c Add lines 4a and 4b....................... 4c -1,350
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 698,330,767
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
PART X, LINE 2: UHC IS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, NO INCOME TAX PROVISION HAS BEEN RECORDED BY UHC FOR THE CURRENT PERIOD. MANAGEMENT BELIEVES THAT UHC HAS CONTINUED TO MEET THE ELIGIBILITY REQUIREMENTS SET FORTH IN THE ABOVE REFERENCED INTERNAL REVENUE CODE AND HAS THEREFORE CONTINUED TO QUALIFY AS A TAX-EXEMPT ORGANIZATION AS OF DECEMBER 31, 2013. UHC DID NOT HAVE ASSERTED AND UNSETTLED OR UNASSERTED INCOME TAX CONTINGENCIES DURING 2013 OR 2012. UHC DID NOT RECOGNIZE ANY BENEFITS OR PROVISIONS FROM UNCERTAIN TAX POSITIONS DURING 2013 OR 2012. UHC IS NO LONGER SUBJECT TO U.S. FEDERAL INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR YEARS PRIOR TO 2010.
PART XI, LINE 4B - OTHER ADJUSTMENTS: FIXED ASSET DISPOSAL -1,350.
PART XII, LINE 4B - OTHER ADJUSTMENTS: FIXED ASSET DISPOSAL -1,350.
Schedule D (Form 990) 2013

Additional Data


Software ID:  
Software Version:  




Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
lBullet Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
UNIVERSITY HEALTH CARE INC
 
Employer identification number
61-1325905
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) GOOD HEALTH IDEAS INC
PO BOX 4039
LOUISVILLE,KY40204 		20-1510713 501(C)(3) 50,000       TO SUPPORT THE IMPLEMENTATION OF A COLON CANCER SCREENING PROGRAM WITHIN HEALTH DEPARTMENTS.
(2) LEITCHFIELD PEDIATRIC CLINIC
908 WALLACE AVE
LEITCHFIELD,KY42754 		61-1306896   33,750       TO SUPPORT "FIT-4-FUN" PILOT PROGRAM TO IMPROVE THE OVERALL HEALTH AND QUALITY OF LIFE FOR CHILDREN.
(3) LINCOLN TRAIL DISTRICT HEALTH DEPARTMENT
108 NEW GLENDALE ROAD
ELIZABETHTOWN,KY42702 		61-1010363 501(C)(3) 50,000       HARDIN COUNTY HONORS PROGRAM TO IMPLEMENT THE "HAND-ON NUTRITION, OUTREACH AND RECREATION FOR STUDENTS" PROGRAM.
(4) SCHIZOPHRENIA FOUNDATION KENTUCKY
117 WEST SAINT CATHERINE STREET
LOUISVILLE,KY40203 		31-1020023 501(C)(3) 29,200       ASSESSING IMPACTS OF SUPPORTIVE HOUSING FOR ADULTS AND SPMI
(5) COMMUNICARE INC
107 CRANES ROOST COURT
ELIZABETHTOWN,KY42701 		61-0666361 501(C)(3) 65,000       BRIDGING THE CONNECTIONS BETWEEN PREGNANT WOMEN IN PRIMARY CARE AND OUTPATIENT BEHAVIORAL HEALTH.
(6) AMERIHEALTH MERCY FOUNDATION
200 STEVENS DRIVE
PHILADELPHIA,PA19113 		27-4735585 501(C)(3) 20,000       HEALTHY HOOPS PROGRAM












2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
5
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
1
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2013

Schedule I (Form 990) 2013
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance












Part IV
Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Return Reference Explanation
PART I, LINE 2: PASSPORT HAS FORMED A GRANT COMMITTEE WHOSE PURPOSE IS TO ESTABLISH GUIDELINES THAT MUST BE FOLLOWED BY APPLICANTS, TO EVALUATE PROGRAMS AND PROJECTS FOR POTENTIAL FUNDING AND TO MAKE RECOMMENDATIONS TO THE BOARD. THE ULTIMATE DECISION TO FUND THE GRANT RESTS WITH THE BOARD. THE GRANT COMMITTEE SHALL CONSIST OF AT LEAST THREE BOARD MEMBERS AND SHOULD MEET AT LEAST ONCE A YEAR. THE MANY FUNCTIONS AND DUTIES OF THE GRANT COMMITTEE SHOULD BE EVALUATED ANNUALLY TO MAKE SURE THE CHARTER IS BEING FOLLOWED AND TO MAKE ANY RECOMMENDED CHANGES WITH THE RESEARCH GRANTS. THE GRANTS COMMITTEE CAN UTILIZE AN OUTSIDE PARTY TO ASSIST WITH THE GRANT PROCESS AS WELL AS THE MONITORING OF THE GRANT. HOWEVER, THE OUTSIDE PARTY CANNOT APPROVE A GRANT, BUT CAN RECOMMEND APPROVAL TO THE GRANTS COMMITTEE.
Schedule I (Form 990) 2013


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Software Version:  


Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
UNIVERSITY HEALTH CARE INC
 
Employer identification number

61-1325905
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
 
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
 
No
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
 
No
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)MARK B CARTERSEC/CHIEF EXEC OFC/ DIRECTOR (i)
(ii)		 468,443
0 		150,293
0 		4,624
0 		10,282
0 		21,433
0 		655,075
0 		0
0
(2)DAVID ANDREW STANLEYVICE PRESIDENT/ CHIEF FIN OFR (i)
(ii)		 265,647
0 		70,733
0 		2,524
0 		9,440
0 		21,433
0 		369,777
0 		0
0
(3)JULIA JOSEPH BELLVICE PRES/ CHIEF COMM OFFICER (i)
(ii)		 218,551
0 		59,168
0 		1,107
0 		7,709
0 		21,433
0 		307,968
0 		0
0
(4)STEPHEN JOHN HOUGHLANDVICE PRES/ CHIEF MED OFFICER (i)
(ii)		 286,477
0 		75,278
0 		629
0 		8,806
0 		6,625
0 		377,815
0 		0
0
(5)DAVID MICHAEL HENLEYVICE PRES/ CHIEF COMPLIANCE OFF (i)
(ii)		 183,169
0 		48,679
0 		887
0 		6,497
0 		19,433
0 		258,665
0 		0
0
(6)CHRISTIE LYNN SPENCERVICE PRES OF OPERATIONS (i)
(ii)		 225,500
0 		56,479
0 		1,110
0 		4,905
0 		0
0 		287,994
0 		0
0
(7)PERRY MEADOW MDMEDICAL DIRECTOR (i)
(ii)		 245,474
0 		44,606
0 		2,313
0 		8,750
0 		21,433
0 		322,576
0 		0
0
(8)JAMES MUMFORD MDMEDICAL DIRECTOR (i)
(ii)		 243,990
0 		40,935
0 		6,829
0 		7,740
0 		16,765
0 		316,259
0 		0
0
(9)DWAYNE SPARKSDIRECTOR OF INFORMATION TECHNOLOGY (i)
(ii)		 142,668
0 		17,332
0 		266
0 		4,994
0 		21,433
0 		186,693
0 		0
0
(10)THEA ROGERSPHARMACY DIRECTOR (i)
(ii)		 131,577
0 		12,617
0 		267
0 		4,774
0 		13,036
0 		162,271
0 		0
0
(11)ELIZABETH MCKUNEBEHAVIORAL HEALTH DIRECTOR (i)
(ii)		 135,740
0 		0
0 		433
0 		4,786
0 		17,730
0 		158,689
0 		0
0
(12)MARY KAY JETTFORMER VICE PRES HUMAN RESOURCES (i)
(ii)		 176,091
0 		56,479
0 		59,242
0 		4,905
0 		0
0 		296,717
0 		0
0
(13)PEGGY JEAN PATTONFORMER ASSOC VP PRVDR NETWORK MNGMT (i)
(ii)		 0
0 		0
0 		165,000
0 		0
0 		0
0 		165,000
0 		0
0
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Return Reference Explanation
PART I, LINE 4A PEG PATTON AND MARY JETT RECEIVED SEVERANCE PAYMENTS DURING 2013 IN THE AMOUNT OF $165,000 AND $26,899 RESPECTIVELY. AS DEFINED IN THE PASSPORT HEALTH PLAN EMPLOYMENT AGREEMENT, MS. PATTON AND MS. JETT RECEIVED ONE YEAR BASE ANNUAL SALARY, PAID BI-WEEKLY AND THROUGH THE ORGANIZATION'S PAYROLL SYSTEM UPON COMMENCEMENT OF THEIR TERMINATION OF EMPLOYMENT. ADDITIONALLY, PASSPORT HEALTH PLAN REIMBURSED MS. PATTON'S AND MS. JETT'S MONTHLY HEALTH CARE PREMIUMS (COBRA) THROUGH THE DURATION OF THEIR UNEMPLOYMENT.
Schedule J (Form 990) 2013

Additional Data


Software ID:  
Software Version:  
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.
MediumBullet Attach to Form 990 or 990-EZ.
MediumBullet Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
UNIVERSITY HEALTH CARE INC
 
Employer identification number

61-1325905
Return Reference Explanation
FORM 990, PART VI, SECTION A, LINE 4 SIGNFICANT CHANGES TO THE ARTICLES OF INCORPORATION: ARTICLE II, SECTION 2.B (I) - TO CREATE, ACT AS AND OPERATE A MANAGED CARE ORGANIZATION, HEALTH MAINTENANCE ORGANIZATION, ACCOUNTABLE CARE ORGANIZATION, HEALTH INSURANCE COMPANY, OR OTHER ENTITY WHICH IS QUALIFIED AND CAPABLE OF PROVIDING HEALTH CARE SERVICES TO ELIGIBLE MEDICAID RECIPIENTS UNDER CONTRACT WITH THE COMMONWEALTH OF KENTUCKY'S DEPARTMENT FOR MEDICAID SERVICES ("DMS") OR ITS SUCCESSOR; (III) TO CREATE, ACT AS AND OPERATE A MANAGED CARE ORGANIZATION, HEALTH MAINTENANCE ORGANIZATION, ACCOUNTABLE CARE ORGANIZATION, HEALTH INSURANCE COMPANY OR OTHER ENTITY WHICH IS QUALIFIED AND CAPABLE OF CONTRACTING WITH THE COMMONWEALTH OF KENTUCKY OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY OR ANY PRIVATE ENTITY TO PROVIDE MANAGED CARE CONTRACTS, HEALTH INSURANCE POLICIES AND/OR HEALTH BENEFIT PLANS IN THE COMMONWEALTH OF KENTUCKY OR ANY OTHER STATE COVERING ANY ONE OR MORE OF THE FOLLOWING: (1) THE MEDICAID POPULATION, INCLUDING BEHAVIORAL HEALTH SERVICES UNDER MEDICAID; (2) THE LOW INCOME, UNINSURED POPULATION; AND (3) THE MEDICARE POPULATION; (IV) TO PROVIDE OR ARRANGE FOR THE PROVISION OF ANY OTHER TYPES OF HEALTH INSURANCE CONTRACTS, POLICIES OR PLANS PURSUANT TO ONE OR MORE CERTIFICATES OF AUTHORITY OR LICENSES ISSUED BY THE KENTUCKY DEPARTMENT OF INSURANCE OR ANY OTHER STATE DEPARTMENT OF INSURANCE, AND TO MARKET SUCH HEALTH INSURANCE CONTRACTS, POLICIES OR PLANS TO RESIDENTS OF THE COMMONWEALTH OF KENTUCKY OR ANY OTHER STATE THROUGH THE KENTUCKY HEALTH BENEFIT EXCHANGE OR THE HEALTH BENEFIT EXCHANGE OF ANY OTHER STATE, OR BY ANY OTHER LAWFUL METHOD OF MARKETING; AND (V) TO ORGANIZE, PROMOTE, FOSTER, ASSIST (WHETHER FINANCIALLY OR OTHERWISE), AND CONDUCT SUCH CHARITABLE, SCIENTIFIC, LITERARY, RELIGIOUS, OR EDUCATIONAL ENTERPRISES, ACTIVITIES AND INSTITUTIONS AS FROM TIME TO TIME MAY BE DETERMINED, SELECTED, OR DECIDED UPON BY THE CORPORATION'S BOARD OF DIRECTORS CONSISTENT WITH THE PURPOSES STATED ABOVE; PROVIDED HOWEVER, THAT ANY SUCH ENTERPRISE, ACTIVITY OR PROJECT DOES NOT CAUSE THE CORPORATION TO CEASE TO BE AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE. ARTICLE II, SECTION 2.C (VIII)- TO BECOME A SHAREHOLDER OR EQUITY INTEREST OWNER OF ANY FOR-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF ANY STATE, OR TO BECOME AFFILIATED WITH ANY OTHER ORGANIZATION OF LIKE CHARACTER EXISTING UNDER THE LAWS OF ANY STATE, PROVIDED HOWEVER, THAT SUCH INVESTMENT DOES NOT CAUSE THE CORPORATION TO CEASE TO BE AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE; (IX) TO ENTER INTO A PARTNERSHIP AGREEMENT, JOINT VENTURE AGREEMENT, OR ANY OTHER CONTRACT OR BUSINESS ARRANGEMENT OR AFFILIATION WITH ANY OTHER NONSTOCK OR NONPROFIT CORPORATION OR ANY FOR-PROFIT CORPORATION, LIMITED LIABILITY COMPANY OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF ANY STATE, PROVIDED HOWEVER, THAT SUCH AGREEMENT, CONTRACT, ARRANGEMENT OR AFFILIATION DOES NOT CAUSE THE CORPORATION TO CEASE TO BE AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE; ARTICLE IV - MEMBERS: 1) THE CORPORATION SHALL HAVE FIVE (5) INITIAL MEMBERS (THE "INITIAL MEMBERS"), WHO SHALL BE AS FOLLOWS: NORTON HEALTHCARE INC. - REPLACED ALLIANT HEALTH SYSTEMS, INC. 4967 U.S. HIGHWAY 42 SUITE 100 LOUISVILLE, KY 40222 JEWISH HERITAGE FUND FOR EXCELLENCE, INC. - REPLACED JEWISH HOSPITAL HEALTHCARE SERVICES, INC. 200 S. FIFTH STREET LOUISVILLE, KY 40202 LOUISVILLE/JEFFERSON COUNTY PRIMARY CARE ASSOCIATION FAMILY HEALTH CENTERS, INC. 2215 PORTLAND AVENUE LOUISVILLE, KY 40212 UNIVERSITY MEDICAL CENTER, INC. 530 S. JACKSON STREET LOUISVILLE, KY 40202 UNIVERSITY OF LOUISVILLE MEDICAL SCHOOL PRACTICE ASSOCIATION 550 S. JACKSON STREET LOUISVILLE, KY 40202 (2) EXCEPT AS OTHERWISE STATED IN THE CORPORATION'S BYLAWS (THE "BYLAWS"), THE INITIAL MEMBERS OR THEIR RESPECTIVE SUCCESSORS SHALL HAVE THE SOLE RIGHT TO APPOINT THE DIRECTORS OF THE CORPORATION AS FOLLOWS: UNIVERSITY OF LOUISVILLE MEDICAL SCHOOL PRACTICE ASSOCIATION SHALL HAVE THE RIGHT TO APPOINT FIVE (5) DIRECTORS; AND NORTON HEALTHCARE, INC., JEWISH HERITAGE FUND FOR EXCELLENCE, INC., UNIVERSITY MEDICAL CENTER, INC. AND LOUISVILLE/JEFFERSON COUNTY PRIMARY CARE ASSOCIATION SHALL EACH HAVE THE RIGHT TO APPOINT ONE (1) DIRECTOR OF THE CORPORATION. (3) THERE MAY BE MEMBERS OTHER THAN THE INITIAL MEMBERS, PROVIDED THAT SUCH OTHER MEMBERS ARE EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE CODE OR ARE DESCRIBED IN SECTION 170(C)(L) OF THE CODE AND AS MAY BE PROVIDED IN THE BYLAWS. SUCH OTHER MEMBERS MAY HAVE THE RIGHT TO APPOINT DIRECTORS OR VOTE ON ANY OTHER MATTERS PRESENTED TO THE MEMBERS OF THE CORPORATION FOR CONSIDERATION, AS MAY BE PROVIDED BY THE BOARD OF DIRECTORS IN THE BYLAWS. NOTWITHSTANDING THE FOREGOING, THE BOARD OF DIRECTORS MAY PROVIDE IN THE BYLAWS THAT THE CORPORATION MAY HAVE A SEPARATE CLASS OF MEMBERS THAT ARE ENTITIES THAT ARE NOT EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE CODE OR ARE NOT DESCRIBED IN SECTION 170(C)(1) OF THE CODE, SUBJECT TO SUCH PROVISIONS REGARDING THE CREATION AND THE RIGHTS OF SUCH A SEPARATE CLASS OF MEMBERS AS MAY BE PROVIDED BY THE BOARD OF DIRECTORS IN THE BYLAWS, PROVIDED HOWEVER, THAT THE CREATION OR EXISTENCE OF SUCH A SEPARATE CLASS OF MEMBERS DOES NOT CAUSE THE CORPORATION TO CEASE TO BE AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE. ARTICLE XII - AMENDMENT; BYLAWS (1) THE CORPORATION'S ARTICLES OF INCORPORATION MAY BE AMENDED UPON THE ADOPTION OF A RESOLUTION BY THE CORPORATION'S BOARD OF DIRECTORS SETTING FORTH THE AMENDMENT AND THE SUBSEQUENT AFFIRMATIVE VOTE OF AT LEAST SEVENTY-FIVE PERCENT (75%) OF THE VOTES HELD BY THE MEMBERS ENTITLED TO VOTE, UNLESS A GREATER PERCENTAGE IS REQUIRED BY THE MEMBER AGREEMENT OR THE BYLAWS. (2) THE BOARD OF DIRECTORS, UPON AN AFFIRMATIVE VOTE OF AT LEAST SEVENTY-FIVE PERCENT (75%) OF THE DIRECTORS, MAY ADOPT OR AMEND THE BYLAWS, SUBJECT, HOWEVER, TO THE APPROVAL OF SEVENTY-FIVE PERCENT (75%) OF THE VOTES HELD BY THE MEMBERS ENTITLED TO VOTE, UNLESS A GREATER PERCENTAGE IS REQUIRED BY THE MEMBER AGREEMENT OR THE BYLAWS.
FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS FIVE (5) INITIAL MEMBERS (ALSO KNOWN AS SPONSORS). IN ADDITION, UPON AN AFFIRMATIVE VOTE OF SEVENTY-FIVE (75%) OF THE VOTES HELD BY THE MEMBERS ENTITLED TO VOTE, THE MEMBERS MAY PROVIDE THAT THERE SHALL BE OTHER MEMBERS OF THE ORGANIZATION. THE OTHER MEMBERS MUST BE EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE CODE OR ARE DESCRIBED IN SECTION 170(C)(1) OF THE CODE; PROVIDED, THE BOARD OF DIRECTORS MAY PROVIDE IN THE BYLAWS FOR A SEPARATE CLASS OF MEMBERS THAT ARE NOT EXEMPT UNDER SECTION 501(C)(3) OR ARE NOT DESCRIBED IN SECTION 170(C)(1), BUT THE CREATION OR EXISTENCE OF ANY SUCH SEPARATE CLASS OF MEMBERS MUST NOT CAUSE THE CORPORATION TO CEASE TO BE AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3). EACH INITIAL MEMBER SHALL BE ENTITLED TO APPOINT A CERTAIN NUMBER OF DIRECTORS. ONE MEMBER MAY APPOINT 5 DIRECTORS AND 4 MEMBERS MAY APPOINT 1 DIRECTOR. OTHER MEMBERS (OTHER THAN THE INITIAL MEMBERS) MAY HAVE THE RIGHT TO APPOINT DIRECTORS. CURRENTLY THERE ARE NO OTHER MEMBERS. MEMBERS, THROUGH THEIR BOARD OF DIRECTOR APPOINTMENTS, APPROVE SIGNIFICANT DECISIONS OF THE GOVERNING BODY. UPON DISSOLUTION OF THE ORGANIZATION, ASSETS THAT HAVE BEEN RECEIVED AND ARE HELD BY THE ORGANIZATION SUBJECT TO LIMITATIONS PERMITTING THEIR USE ONLY FOR CHARITABLE, SCIENTIFIC, LITERARY, RELIGIOUS, EDUCATIONAL OR SIMILAR PURPOSES, AND THAT ARE NOT HELD UPON A CONDITION REQUIRING RETURN, TRANSFER, OR CONVEYANCE BY REASON OF DISSOLUTION, SHALL BE TRANSFERRED OR CONVEYED TO EACH MEMBER PURSUANT TO CERTAIN PROVISIONS OF THEIR MEMBER AGREEMENT. IN ADDITION, OTHER ASSETS, IF ANY, SHALL BE TRANSFERRED OR CONVEYED TO THE MEMBERS FOR A PUBLIC PURPOSE, PURSUANT TO A PLAN OF DISTRIBUTION ADOPTED AS PROVIDED BY LAW. IN ADDITION, THE ORGANIZATION HAS AN AFFILIATION AGREEMENT WITH REGION 3 PARTNERSHIP COUNCIL, INC. (PARTNERSHIP COUNCIL) UNDER WHICH THE PARTNERSHIP COUNCIL PROVIDES SUPPORT AND ASSISTANCE TO THE ORGANIZATION TO AID THE ORGANIZATION IN ITS ROLE AS THE PROVIDER OF MEDICAID SERVICES IN DESIGNATED REGIONS OF KENTUCKY UNDER A PROGRAM ESTABLISHED BY THE COMMONWEALTH OF KENTUCKY. THE PARTNERSHIP COUNCIL HAS THE RIGHT TO APPOINT THREE MEMBERS TO THE GOVERNING BODY OF PASSPORT.
FORM 990, PART VI, SECTION A, LINE 7A ONE INITIAL MEMBER MAY APPOINT 5 DIRECTORS. THE OTHER FOUR INITIAL MEMBERS MAY EACH APPOINT ONE DIRECTOR. THE PARTNERSHIP COUNCIL SHALL HAVE THE RIGHT TO APPOINT 3 DIRECTORS. SUCH APPOINTED DIRECTORS HAVE THE RIGHT TO APPOINT 3 COMMUNITY AT-LARGE DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 11 A COPY HAS BEEN PROVIDED TO THE FINANCE COMMITTEE, THE EXECUTIVE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING. THE FINAL RETURN WILL BE POSTED ON THE COMPANY'S WEBSITE. THE TAX RETURN IS REVIEWED AND APPROVED BY THE COMPANY'S CHIEF FINANCIAL OFFICER. PERTINENT DATA IS COMPARED TO AUDITED FINANCIAL STATEMENTS TO ENSURE ACCURACY.
FORM 990, PART VI, SECTION B, LINE 12C PASSPORT HAS TWO CONFLICT OF INTEREST POLICIES -- ONE FOR ITS BOARD MEMBERS AND EXECUTIVES; AND ONE FOR ALL OTHER ASSOCIATES. WE HAVE TWO CONFLICT OF INTEREST POLICIES TO ACCOUNT FOR THE HEIGHTENED SCRUTINY WE BELIEVE WE SHOULD GIVE TO THE ACTIVITIES AND FINANCIAL INTERESTS OF OUR BOARD MEMBERS AND EXECUTIVES. WE HAVE DEVELOPED A PROCESS FOR CONFLICT OF INTEREST TRAINING AND FOR MONITORING AND ENFORCING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICIES. WE REQUIRE BOARD MEMBERS, EXECUTIVES AND ALL OTHER ASSOCIATES TO DISCLOSE POTENTIAL CONFLICT OF INTEREST SITUATIONS ON AN ANNUAL BASIS. ASSOCIATES INCLUDING EXECUTIVES PARTICIPATE IN CONFLICT OF INTEREST TRAINING ON AN ANNUAL BASIS. THE ANNUAL TRAINING INCLUDES HAVING ASSOCIATES AND EXECUTIVES DISCLOSE ANY POSSIBLE CONFLICT-OF-INTEREST SITUATIONS. THE KEY TO OUR PLAN IS TO IDENTIFY ANY POSSIBLE CONFLICT-OF-INTEREST SITUATIONS AND THEN HAVE THE VP, HUMAN RESOURCES AND VP, CHIEF COMPLIANCE OFFICER REVIEW THE DISCLOSURES TO DETERMINE WHETHER ANY ACTION SHOULD BE TAKEN. THE PASSPORT BOARD HAS DEVELOPED ITS PROCESS FOR REVIEW OF CONFLICT OF INTEREST DISCLOSURES. THE BOARD HAS FORMED A COMPLIANCE COMMITTEE TO OVERSEE AND DIRECT THAT PASSPORT CONDUCTS A THOROUGH AND PROMPT INVESTIGATION OF ANY CONFLICT OF INTEREST AND THAT EACH BOARD MEMBER COMPLETES A CONFLICT OF INTEREST FORM ANNUALLY. BOARD MEMBERS ARE ASKED TO ABSTAIN FROM VOTING IN CONNECTION WITH THE CONFLICT OF INTEREST WHILE THE COMPLIANCE COMMITTEE DECIDES IF A CONFLICT OF INTEREST EXISTS.
FORM 990, PART VI, SECTION B, LINE 15 PASSPORT'S BOARD OF DIRECTORS HAS FORMED AN EXECUTIVE COMPENSATION COMMITTEE WHOSE PURPOSE IS TO FULFILL THE BOARD'S OVERSIGHT RESPONSIBILITIES THROUGH (1) THE ESTABLISHED REQUISITE PROCESSES AND PROCEDURES TO INSURE THE COMMITTEE MEMBERS DO NOT HAVE A CONFLICT OF INTEREST, (2) USE OF AN INDEPENDENT CONSULTANT TO PROVIDE MARKET DATA BASED ON NATIONALLY PUBLISHED SURVEY DATA FOR ORGANIZATIONS OF LIKE SIZE AND ORGANIZATIONAL COMPLEXITY IN THE BENCHMARKING OF EXECUTIVE COMPENSATION FOR THE REVIEW PROCESS, AND (3) DOCUMENTATION OF ALL DELIBERATIONS, DETERMINATIONS AND ACTIONS REGARDING EXECUTIVE COMPENSATION IN THE COMMITTEE MEETING MINUTES. PASSPORT IS COMPLYING WITH ALL OF THE REQUIREMENTS NECESSARY TO ESTABLISH REASONABLE COMPENSATION FOR ITS EXECUTIVES.
FORM 990, PART VI, SECTION C, LINE 19 ANNUAL FINANCIAL STATEMENTS ARE POSTED TO THE ORGANIZATION'S WEBSITE. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC.
FORM 990, PART XII, LINE 2C PASSPORT'S BOARD OF DIRECTORS HAS FORMED AN AUDIT COMMITTEE TO ASSIST THE BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES BY REVIEWING THE INTEGRITY OF THE FINANCIAL STATEMENTS AND FINANCIAL REPORTING PROCESS, REVIEWING THE QUALIFICATIONS AND INDEPENDENCE OF THE INDEPENDENT AUDITORS AND THE PERFORMANCE OF PASSPORT'S INTERNAL AUDIT FUNCTION, REVIEWING AND APPROVING REPORTS REQUIRED BY APPLICABLE RULES PROMULGATED BY VARIOUS GOVERNMENT AND REGULATORY AGENCIES, AND REVIEWING ANY OTHER MATTERS DIRECTED BY THE BOARD OR THE AUDIT COMMITTEE CHARTER.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2013

Additional Data


Software ID:  
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