Bh 1

“In 2012, bh1 reduced its board of directors size to three members. At that time, the board eliminated all committees and began addressing all matters at the board of directors meetings. This practice continued throughout 2013 until the court appointed liquidation agent assumed his responsibilities.”

“Form 990 is reviewed by the cfo prior to its filing.”

“Bh1 requires annual disclosure from its directors, officers and key employees of any potential conflicts of interest. Bh1 has a written conflict of interest policy which states that each bh1 director, officer, and key employee understands that decisions about bh1 operations and the use or disposition of bh1's assets should be made to further the goals and mission of bh1 and not for private profit or other personal benefit to the individuals affiliated with bh1 who take part in those decisions. Such individuals annually sign a statement that discloses any current or potential conflicts of interest with any proposed or ongoing bh1 transaction or arrangement. The conflict of interest policy also imposes a duty upon such individuals to immediately disclose a potential conflict of interest should one arise prior to the annual statement being signed. The conflict of interest policy also provides that the board of directors shall review such annual disclosure statements and any such reports made during the year and make further investigation as it deems desirable. After disclosure of a potential conflict of interest and all material facts, the question of whether a conflict exists shall be discussed and voted upon by the disinterested directors and the disinterested directors shall decide if such conflict of interest exists. If a majority of the board of directors is interested persons with respect to a particular matter, then the disinterested directors of bh1 shall appoint a special conflict of interest committee of non-interested persons to review such matter. The conflict of interest committee shall report directly to the disinterested directors. If the disinterested directors or conflict of interest committee determines that a conflict of interest exists, the disinterested directors or conflict of interest committee shall determine by a majority vote whether (1) the transaction or arrangement is in bh1's best interest and for its own benefit, (2) the transaction or arrangement is fair and reasonable from the perspective of bh1, and (3) bh1 is unable to obtain a more advantageous transaction or arrangement with reasonable efforts under the circumstances. If the disinterested directors or conflict of interest committee decides that any of the criteria set forth in items 1, 2 and 3 have not been satisfied, bh1 will not enter into the transaction or arrangement. In determining whether a transaction or arrangement is fair and reasonable to bh1, the disinterested directors or conflict of interest committee shall obtain and review (where appropriate, taking into account the materiality of the transaction or arrangement) one or more (i) appraisals of the fair market value of the transaction or arrangement, (ii) offers from comparable competing entities, (iii) studies of compensation arrangements, or (iv) reports or studies from independent parties who have a demonstrated expertise in valuing or analyzing the fairness of such a transaction or arrangement.”

“Historically, bh1 utilized aon, a nationally recognized compensation consulting firm, to prepare a comparability analysis of healthcare wages for the ceo and top management personnel. This information was provided to the board of directors each year in december when the organization's annual operating budget is submitted for review and approval. Aon reviewed the compensation paid to management in 2010 and provided their comparability data to the board. Because the duties of the ceo and top management were to remain the same in 2013, and because their compensation had not increased since 2010, the board continued to rely on such data for 2013. In addition, the board reduced compensation expenses in 2012 given the economic challenges facing the organization. This objective was obtained through a staff reduction of the second highest compensated employee and a substantial 50% pay reduction for the ceo, commencing in may 2012. The ceo's reduced compensation level was maintained throughout 2013 and was reported to and monitored monthly by the court overseeing the bankruptcy case.”

“The organization's form 990 is in the organization's storage facility, storage place of cool springs, 1006 flagpole court, brentwood ,tn 37207. This document is available upon request.”

“The organizational governing documents, conflict of interest policy, and financial statements are filed in binders at the organization's storage facility, storage place of cool springs, 1006 flagpole court, brentwood ,tn 37207. These documents are available upon request.”

“The united states bankruptcy court approved bh1's confirmation plan on december 11, 2013. The pbgc assumed the role of trustee for the baptist hospital system, inc. Retirement plan on december 11, 2013. The confimation plan was effective on december 27, 2013 at which time bh1 ceased normal operations and a liquidation agent approved by the bankruptcy court assumed responsibilty for operations to wind down the corporation. A substantial portion of bh1's assets were transferred to the pbgc as of december 31, 2013.”

“Other fees: program service expenses 144,324. Management and general expenses -5,524. Fundraising expenses 0. Total expenses 138,800.”

“Write-off of net pension liability to pension benefit guaranty corporation 40,529,410.”

“The stock of bh1 investments, inc. Was transferred to the pension benefit guaranty corporation (pbgc) effective 12/31/13 (see schedule n). All taxable income is the responsibility of pbgc for 2013.”

“100% UNTIL 12/31/13.”