Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. 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 PHYSICIANS HEALTHCARE INC
Employer identification number
94-2958258
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the 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)
(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)
(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
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 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)
(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......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 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:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
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 PHYSICIANS HEALTHCARE INC
Employer identification number
94-2958258
Return Reference
Explanation
FORM 990, PART III, LINE 3
THE UNIVERSITY OF ARIZONA HEALTH PLANS-UNIVERSITY FAMILY CARE, LLC (UAHP-UFC LLC) AND THE UNIVERSITY OF ARIZONA HEALTH PLANS-UNIVERSITY CARE ADVANTAGE, LLC (UAHP-UCA LLC) ARE SINGLE MEMBER LLCS WITH THE UNIVERSITY OF ARIZONA PHYSICIANS (UAP) AS THE SOLE MEMBER. ACCORDINGLY, ALL REVENUE, EXPENSES, ASSETS AND LIABILITIES OF THE LLCS IS REPORTED ON UAP'S FORM 990. EFFECTIVE SEPTEMBER 25, 2013, UAHP-UFC LLC MERGED INTO THE UNIVERSITY OF ARIZONA HEALTH PLANS-FAMILY CARE, INC. AND UAHP-UCA LLC MERGED INTO THE UNIVERSITY OF ARIZONA HEALTH PLANS-UNIVERSITY CARE ADVANTAGE, INC. BOTH OF THESE ENTITIES WERE FORMED AS ARIZONA NONPROFIT CORPORATIONS AND ARE TAX-EXEMPT UNDER SECTION 501(C)(3). THE LLCS ACCOUNTED FOR A SIGNIFICANT SHARE OF THE UNIVERSITY OF ARIZONA HEALTH PLANS COMPONENT OF UAP. HEALTH PLANS ACTIVITY CONDUCTED BY THE LLCS FOR THE PERIOD JULY 1, 2013 THROUGH SEPTEMBER 24, 2013 IS INCLUDED IN THIS FORM 990. HEALTH PLANS ACTIVITY FOR SEPTEMBER 25, 2013 THROUGH JUNE 30, 2014 IS REPORTED ON FORMS 990 FILED BY THE NEW CORPORATIONS.
FORM 990, PART VI, SECTION A, LINE 3
THE UNIVERSITY OF ARIZONA HEALTH NETWORK (UAHN) AND THE UNIVERSITY OF ARIZONA PHYSICIANS (UAP), COMPONENTS OF A VERTICALLY AND HORIZONTALLY INTEGRATED HEALTH NETWORK, ENTERED INTO A MASTER INTERCOMPANY SERVICES AGREEMENT ON MARCH 18, 2013 WHEREBY UAHN PROVIDES CERTAIN CORPORATE SERVICES ON A COORDINATED BASIS. SPECIFICALLY, UAHN PROVIDES ADMINISTRATION, INFORMATION SYSTEMS SUPPORT, MARKETING, LEGAL, ACCOUNTING, FINANCE, HUMAN RESOURCES, RISK MANAGEMENT, OCCUPANCY AND CAPITAL PLANNING, CREDENTIALING, PATIENT RELATIONS, AND PURCHASING AND MATERIALS MANAGEMENT. ALL EMPLOYEES ARE EMPLOYED BY UAHN, WHO DETERMINES THE PERSONNEL NECESSARY TO PROVIDE SERVICES TO UAP AND ACCORDINGLY LEASES THE APPROPRIATE PERSONNEL TO UAP. UAHN COMPENSATION IS INCLUDED AT PART VII, SECTION A, COLUMN (E) AND REPRESENTS ALL COMPENSATION EARNED FOR SERVICES RENDERED TO UAHN, INCLUDING THOSE SERVICES LEASED TO UAP.
FORM 990, PART VI, SECTION A, LINE 6
UNIVERSITY OF ARIZONA PHYSICIANS HAS TWO CLASSES OF MEMBERS: (I) CORPORATE MEMBERS AND (II) PHYSICIAN MEMBERS. THE UNIVERSITY OF ARIZONA HEALTH NETWORK IS UNIVERSITY OF ARIZONA PHYSICIAN'S SOLE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7A
MEMBERS ELECT AT-LARGE DIRECTORS FROM COMMUNITY DIRECTORS SERVING ON THE BOARD OF DIRECTORS FOR THE UNIVERSITY OF ARIZONA HEALTH NETWORK.
FORM 990, PART VI, SECTION A, LINE 7B
THE UNIVERSITY OF ARIZONA HEALTH NETWORK, AS THE SOLE CORPORATE MEMBER, RESERVES THE POWER TO MAKE OR APPROVE DECISIONS OF THE CORPORATION AS GRANTED IN THE BYLAWS.
FORM 990, PART VI, SECTION B, LINE 11
UNIVERSITY PHYSICIANS HEALTHCARE'S FORM 990 IS DISTRIBUTED TO THE EXECUTIVE OFFICERS AND THE BOARD OF DIRECTORS AFTER FILING WITH THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C
THE UNIVERSITY OF ARIZONA PHYSICIANS' BOARD OF DIRECTORS HAS ADOPTED WRITTEN CONFLICT OF INTEREST POLICIES WHICH ESTABLISH PROCEDURES FOR THE IDENTIFICATION AND DISCLOSURE OF CONFLICTS OF INTEREST. UNDER THESE POLICIES, CONFLICTED DIRECTORS, OFFICERS AND EMPLOYEES ARE TO REFRAIN FROM PARTICIPATING IN ANY DECISION OR ACTION BY UAP INVOLVING THE CONFLICT. DIRECTORS AND MEMBERS OF SENIOR MANAGEMENT OF UAP ARE REQUIRED ANNUALLY TO REVIEW UAP'S CONFLICT OF INTEREST POLICY AND COMPLETE AND SIGN A CONFLICT OF INTEREST QUESTIONNAIRE.
FORM 990, PART VI, SECTION B, LINE 15
THE UNIVERSITY OF ARIZONA PHYSICIANS HIRES A THIRD PARTY CONSULTANT TO REVIEW COMPENSATION AND BENEFITS. IN ADDITION, THE UNIVERSITY OF ARIZONA PHYSICIANS COMPLETES A SURVEY COMPARING THE COMPENSATION PACKAGE TO SIMILAR ORGANIZATIONS. THE CEO HAS A WRITTEN EMPLOYMENT CONTRACT THAT IS REVIEWED AND APPROVED BY THE UNIVERSITY OF ARIZONA HEALTH NETWORK'S COMPENSATION COMMITTEE AND BOARD OF DIRECTORS. THE LAST COMPENSATION REVIEW WAS PERFORMED IN MAY 2013.
FORM 990, PART VI, SECTION C, LINE 19
POLICIES ARE POSTED ON THE UNIVERSITY OF ARIZONA PHYSICIAN'S INTRANET. GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.
FORM 990, PART IX, LINE 11G
PROFESSIONAL MEDICAL SERVICES: PROGRAM SERVICE EXPENSES 150,220,375. MANAGEMENT AND GENERAL EXPENSES 6,732,868. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 156,953,243. UAHN LEASED EMPLOYEES: PROGRAM SERVICE EXPENSES 112,726,858. MANAGEMENT AND GENERAL EXPENSES 1,925,517. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 114,652,375.
FORM 990, PART XI, LINE 9:
WRITE-OFF OF CAPITALIZED BOND INSURANCE COSTS -33,455. CAPITAL CONTRIBUTION TO UAHP-UNIVERSITY CARE ADVANTAGE, INC -4,091,408. CAPITAL CONTRIBUTION TO UAHP-FAMILY CARE PLAN, INC -28,045,154.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.