Wellmont Health System

“Wellmont health system and mountain states health alliance merged on february 1, 2018 to form ballad health, a tax-exempt healthcare delivery system. At time of merger, the ballad health board of directors became the directors of wellmont health system and directors of mountain states health alliance. Ballad health is the sole member of mountain states and wellmont. The board is comprised of 11 members to include ballad health's president and ceo, east tennessee state university's president and 9 members chosen by wellmont health system and mountain states health alliance. Ballad health's president and ceo serves as the board's executive chair. In the selection of directors, consideration was given to the inclusion of a variety of business, health-related, and consumer perspectives among the various members of the board of directors, with a goal of achieving (i) a geographic and demographic diversity among the members and (ii) a mix of competencies, skills and perspectives.”

“Ballad health is the sole member of wellmont health system. Ballad health board of directors are also the directors of wellmont health system.”

“Barton hove (retired 1/31/2018)”

“The evp/cfo of ballad health reviewed the wellmont health system form 990 with the board of directors. The return was made available to each board member in an electronic format prior to the review.”

“Ballad health has a conflict of interest policy for all members of the board of directors, the executive chair/president, executive vice presidents, senior vice presidents, and vice presidents, and applies to all ballad health organizations. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled "conflicts of interest". If a member of the board or board committee has a conflict of interest involving any issue on the board agenda, he or she must declare the conflict of interest during the period allotted for disclosure. If any issue arises during a meeting in which the board member has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committees are responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue with which the conflict of interest applies. Under no circumstances shall a member vote on a matter that gives rise to a potential conflict.”

“The compensation of barton hove, who served as president and ceo of wellmont health system until his retirement in january 2018, was reviewed, approved and documented by the board of directors this year. Data obtained by an independent, outside consulting firm was used to determine his pay so that it is comparable to like positions at similarly situated organizations and reflective of the many additional hours devoted this year to the merger of wellmont health system and mountain states health alliance. Upon mr. Hove's retirement, ballad health's president and ceo, alan levine, assumed the top management duties for wellmont health system. Ballad health's executive committee reviewed the compensation of mr. Levine this year. Data obtained by an independent, outside consulting firm was used to determine his pay so that it is comparable to like positions at similarly situated organizations and relfective of the many additional hours he devoted this year to the merger of wellmont health system and mountain states health alliance.”

“The executive committee of the board of directors reviewed and approved compensation for all whs executives at the vice-president level and above this year. Data obtained by an independent, outside consulting firm was used to determine executive pay so that it remains comparable to like positions at similarly situated organizations.”

“Governing documents and our conflict of interest policy are made available upon request to the appropriate parties requesting them. Financial statements are made available upon request to appropriate parties requesting them, and they are made available to those parties who own indebtedness of the company on a quarterly basis.”

“Holston valley medical center; lonesome pine hospital; mountain view regional medical ctr; hancock county hospital”

“Summary of amended form 990 changes: schedule h, part i, line 7a, column (c)- financial assistance at cost (from worksheet 1) was incorrectly reported as 28,825,764 and should have been reported as 26,579,321. Schedule h, part i, line 7b, column (c) - medicaid (from worksheet 3, column a) was incorrectly reported as 77,824,889 and should have been reported as 71,759,855. The net community benefit expense reported on line 7b, column (e) was previously reported as 24,575,121 and should have been reported as 18,510,087. Schedule o, page 3 of 26 - promote community health whs fy2018 recruit and retain physicians total cost was incorrectly reported as 3.6 million and should have been reported as 1.9 million. Schedule o, page 11 of 26 - charity and other unreimbursed costs whs fy2018 loss incurred attributable to the provision of charity care was incorrectly reported as 28,825,764 and should have been reported as 26,579,321. Schedule o, page 11 of 26 - tenncare/medicaid whs fy2018 loss incurred attributable to tenncare/medicaid was incorrectly reported as 24,575,121 and should have been reported as 18,510,086. A typo was also discovered identifying msha as the entity and should read as whs. Schedule o, page 12 of 26 - medical education and research the paragraph refers to ballad health, msha's parent company and a typo was discovered and should read as whs's parent company.”

“In addition to the hospitals in this return whs also operates: -takoma regional hospital in greeneville, tennessee (separate form 990) -hawkins county memorial hospital in rogersville, tennessee (separate form 990) specific to the hospitals included in this form 990, we provided services to 39,045 inpatients, 149,813 emergency room visits, 1,994 newborn deliveries and 21,019 surgeries. In april 2015, whs and mountain states health alliance (msha) announced their intent to merge. Msha operates 12 hospitals including a large tertiary hospital with a level i trauma center, a dedicated children's hospital and an inpatient behavioral health hospital, several community hospitals, two critical access hospitals, three long-term care facilities, home care and hospice services, a comprehensive medical management corporation and other health care businesses in tennessee and virginia. In september 2017, tennessee department of health officials granted the two organizations the certificate of public advantage (copa) and the southwest virginia health authority unanimously recommended approval of the cooperative agreement in virginia. The merger, discussed in more detail below, was finalized with a close date of february 1, 2018. The governing boards of wellmont health system and mountain states health alliance voted unanimously to approve the final terms to govern the merger of the two health systems. The new health system, named ballad health, serves the 1.2 million residents of northeast tennessee and southwest virginia. The transaction creating the new organization officially became effective on february 1, 2018. The final vote marked the end of a nearly four-year merger process that began when mountain states responded to a request for proposals from wellmont inviting health systems to outline potential partnerships. The wellmont board selected the proposal from mountain states because of its unique vision to create a health improvement organization, limit health care pricing growth, maintain local governance, and invest in the region. The proposed merger drew broad support from employers and business leaders, the region's chambers of commerce, local governments and the legislative delegation. Legislation authorized the issuance of a certificate of public advantage (copa) in tennessee and a cooperative agreement in virginia, and represents the first transaction of its kind to involve approval and supervision from two states. It is the largest copa-governed merger in the country to date. Local leaders recognized that our historically fragmented approach to healthcare was not doing enough to improve community health, and was not helping contain health costs. The opportunity with this merger is much more impactful - solving problems, attracting world-class talent, investing in research, and refocusing our limited resources on services the community needs that have not been available in our region. Ultimately, the common theme developed during the decision making process was that the best solution would be for the two systems to work together to control our own destiny. As a larger regional health system, we will be better positioned to compete for top talent and services and the potential for economic growth and sustainability in our region will be more achievable. Tight oversight imposed by tennessee and virginia departments of health is another unprecedented aspect of the merger. Ballad health will continue to work with tennessee and virginia monitors to ensure we comply with agreed-upon terms with the two states. Monitors from the states will be the investigative arm outside of ballad health who will continually monitor the public advantage of ballad health and our compliance with the terms of certification. Tennessee's state health commissioner appointed a local advisory council, with members coming from a range of organizations and backgrounds, all living within ballad health's geographic service area. At the end of our fiscal year, v”

“Hospital supported clinics 39,789,440 0 0 physician fees 17,599,331 0 0 contract labor 5,594,723 25,500 0 physician recruitment 171,902 0 0 surgical svcs 3,329,768 0 0 radiology svcs 272,182 0 0 laboratory svcs 12,931,102 293,790 0 cardiovascular svcs 863,167 0 0 oncology svcs 247,809 0 0 nuclear medicine svcs 542,284 0 0 clinical engineering svcs 7,515,501 0 0 billing svcs 0 2,377,759 0 anesthesia svcs 857,040 0 0 pharmacy svcs 1,032,100 0 0 environmental svcs 1,718,553 0 0 facilities & construction 0 805,984 0 ambulance transport svcs 200,673 0 0 diabetes treatment svcs 200,180 0 0 blood collection cntr svcs 1,786,225 0 0 air transport svcs 272,479 0 0 external data mgt svcs 0 1,004,876 0 quality compliance analysis 0 1,402,678 0 consulting svcs 0 892,586 0 health information mgt svcs 0 655,110 0 other 3,781,080 0 0 community benefit media buys 0 1,407 0 total 98,705,539 7,459,690 0”

“Change in value of interest rate swaps -4,738 transfers related to self-insurance plan 3,156,022 intercompany settlements -19,163,045 joint venture distributions 694,080 change in defined pension benefit liability 2,961,698 partnership share-ordinary income -442,602 partnership share-interest -3 partnership share-deductions 4,996 employer provided parking-not on books -88,590 total -12,882,182”

“Ballad health (ballad) is a tax-exempt entity and the parent corporation of both mountain states health alliance (msha) and wellmont health system (whs). The two healthcare systems came together on february 1, 2018 as a result of a merger approved by both tennessee and virginia departments of health. The individuals serving as the board of directors of ballad also serve as the board of directors of msha and whs. The audited consolidated financial statements of ballad include msha, whs and their subsidiaries and affiliates which were previously included in either msha or whs audited consolidated financial statements. Ballad has an audit committee which assumes responsibility for oversight of the audit of its financial statements and the selection of an independent auditor. Form 990 - additional information fy18 form 990 has numerous reporting changes from prior year returns. We believe these changes are necessasry in order to better reflect the organization's activity.”