Portland Nursing & Rehab Center Inc

“Portland Nursing & Rehab Center, Inc. (the filing organization) had one member. The sole member of the filing organization was Sunbelt Health Care Centers, Inc. Sunbelt Health Care Centers, Inc. (SHCC) is a Tennessee, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). There are no other classes of membership in the filing organization.”

“The sole member of the filing organization was SHCC. The Board of Directors of the filing organization were appointed by the sole member, SHCC, who had the right to elect, appoint or remove any member of the Board of Directors of the filing organization.”

“SHCC, as the sole member of the filing organization, had certain reserved powers as set forth in the Bylaws of the filing organization. These reserved powers include the following: a) to appoint and remove the Directors and all officers and administrators of the filing organization; b) to adopt, amend, restate, and repeal the Articles of Incorporation or Bylaws of the filing organization; c) to set limits and terms for the borrowing of funds; d) to approve or disapprove the annual operating and capital budgets of the filing organization; and e) to direct the placement of funds and capital of the filing organization.”

“The CFO was provided a copy for review prior to filing.”

“The Conflict of Interest Policy of the filing organization applies to members of its Board of Directors and its principal officers (to be known as Interested Persons). In connection with any actual or possible conflict of interests, any member of the Board of Directors of the filing organization or any principal officer of the filing organization (i.e. Interested Persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the Board of Directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant Board member or principal officer, the remaining members of the Board of Directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's Conflict of Interest Policy, an Interested Person may make a presentation to the Board of Directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each Interested Person, as defined under the filing organization's Conflict of Interest Policy, shall annually sign a statement which affirms that such person has received a copy of the Conflict of Interests policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's Conflict of Interest Policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“The top-tier parent of the filing organization was Adventist Health System Sunbelt Healthcare Corporation (AHSSHC). AHSSHC is the parent organization of a healthcare system, known as Adventist Health System, that operates hospitals, nursing home facilities, and other healthcare provider organizations. AHSSHC is exempt from federal income tax under IRC Section 501(c)(3) pursuant to a group ruling issued to the General Conference of Seventh-day Adventists. The individuals who served as the CEO and CFO of the filing organization are compensated by AHSSHC for their roles in serving as the CEO and CFO of the entire nursing home division of Adventist Health System. Compensation and benefits provided to these individuals is determined pursuant to policies, procedures, and processes of AHSSHC that are designed to ensure compliance with the intermediate sanctions laws as set forth in IRC Section 4958. AHSSHC has taken steps to ensure that processes are in place to satisfy the rebuttable presumption of reasonableness standard as set forth in Treasury Regulation 53.4958-6 with respect to its active executive-level positions. The AHSSHC Board Compensation Committee (the Committee) serves as the governing body for all executive compensation matters. The Committee is composed of certain members of the Board of Directors (the Board) of AHSSHC. Voting members of the Committee include only individuals who serve on the Board as independent representatives of the community, who hold no employment positions with AHSSHC and who do not have relationships with any of the individuals whose compensation is under their review that impacts their best independent judgment as fiduciaries of AHSSHC. The Committee's role is to review and approve all components of the executive compensation plan of AHSSHC. As an independent governing body with respect to executive compensation, it should be noted that the Committee will often confer in executive sessions on matters of compensation policy and policy changes. In such executive sessions, no members of management of AHSSHC are present. The Committee is advised by an independent third party compensation advisor. This advisor prepares all the benchmark studies for the Committee. Compensation levels are benchmarked with a national peer group of other not-for-profit healthcare systems and hospitals of similar size and complexity to AHS and each of its affiliated entities. The following principles guide the establishment of individual executive compensation: - The salary of the President/CEO of AHS will not exceed the 40th percentile of comparable salaries paid by similarly situated organizations; and - Other executive salaries shall be established using market medians. The compensation philosophy, policies, and practices of AHSSHC are consistent with the organization's faith-based mission and conform to applicable laws, regulations, and business practices. As a faith-based organization sponsored by the Seventh-day Adventist Church (the Church), AHSSHC's philosophy and principles with respect to its executive compensation practices reflect the conservative approach of the Church's mission of service and were developed in counsel with the Church's leadership.”

“As discussed in our response to Question 15a & b in Section B of this Part VI, the filing organization is a part of the system of healthcare organizations known as Adventist Health System (AHS). Each year, AHS publishes an annual report document that includes a financial report for the relevant year as well as a community benefit report. The financial report and community benefit report are presented on a consolidated basis and represent all of the activities, results of operations, and financial position at year-end of the entire AHS system. In addition, the audited consolidated financial statements of AHS and of the AHS "Obligated Group" are filed annually with the Municipal Securities Rulemaking Board (MSRB). The "Obligated Group" is a group of AHSSHC subsidiaries that are jointly and severally liable under a Master Trust Indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) are also filed with MSRB for AHS on a consolidated basis and for the grouping of AHS subsidiaries comprising the "Obligated Group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“For those Board of Director members and officers who devote less than full-time to the filing organization (based upon the average number of hours per week shown in column (B) on page 7 of the return) the compensation amounts shown in columns (E) and (F) on page 7 were provided in conjunction with that person's responsibilities and roles in serving in an executive leadership position within Adventist Health System.”

“Equity transfer upon termination to affiliated tax-exempt entity -3,163,379.”

“The amounts shown on line 2 of Part X of this return include the filing organization's interest in a central investment pool maintained by Adventist Health System Sunbelt Healthcare Corporation, the filing organization's top-tier parent. The investments in the central investment pool are recorded at market value.”