Covenant Health

“Part VI, Section B, Line 11: Covenant Health is a large integrated health system which files fourteen Forms 990. Annually, at the September Finance Committee meeting, one of the fourteen 990s is selected (a different entity each year) for distribution to each member of the Committee. Management then reviews in detail each of the Form 990 schedules and describes variances between entities, if any. The remaining thirteen Forms are made available for review by any committee member. The same presentation is made to the Covenant Health Board of Directors at the October meeting. All fourteen Forms 990 are then made available to all Board members for their review throughout the month of October.”

“Board members, officers and employees are required to adhere to rules and policies regarding conflicts of interest. Covenant Health distributes a board-approved Code of Conduct to all employees. The Code covers among other subjects, conflicts of interest. Additionally, managers are required to complete and sign an annual management certification that addresses conflicts of interest. Board members' conflicts of interests are dealt with in the corporate bylaws, and board members are required to complete and sign a conflict of interest questionnaire on an annual basis. The Integrity Compliance Office maintains records that contain conflict of interest information obtained from board members, officers and employees. These records are available to be queried prior to engaging in business transactions. The Integrity Compliance Officer initially reviews all conflict of interest data. Based on this information, the officer determines what conflicts of interest exist at that point in time. Between times when surveys are collected board members are expected to disclose any new conflicts that have arisen that affect pending board decisions. As well, managers and other employees are expected to report conflicts to the Integrity Compliance Officer as they arise. Depending on the nature of the conflict and the circumstances surrounding the conflict and transaction, the Integrity Compliance Officer, Senior Leadership, or the Board of Directors may review the conflict of interest. Where appropriate these bodies may also consult legal counsel. Restrictions imposed on persons with a conflict of interest are determined on a case by case basis. For Covenant Health employees, the Integrity Compliance Officer in conjunction with Executive Leadership determines how to appropriately handle the conflict. In any conflict involving a board member, such member is expected to excuse himself or herself from voting on matters that give rise to the conflict.”

“Form 990, Part VI, Section B, Line 15a: Annual compensation for Covenant Health's President and Chief Executive Officer ("CEO"), Anthony L. Spezia, is determined by the Compensation Committee of the Covenant Health Board of Directors, ("the Committee") which is composed of independent members of the board and chaired by the chairman of the board. The Committee is guided in its decision-making process by an independent, nationally recognized executive compensation consultant experienced in advising nonprofit hospital boards (the "Consultant") whose services include: (1) providing pay comparisons with market comparables; (2) recommending salary ranges and annual base salary adjustments; (3) designing incentive compensation and deferred compensation components of the CEO's total compensation package; (4) reviewing benefits and perquisites; and (5) certifying as to the reasonableness of total annual compensation. The Consultant analyzes and makes recommendations with respect to the CEO's total compensation package through analysis of CEO compensation data for comparable nonprofit health systems in the United States. The systems selected for comparison are similar to Covenant Health in revenue, total assets, number of hospitals, full time employees and services provided. Covenant Health's current compensation methodology includes setting base salary around the 75th percentile based on the CEO's experience and market conditions. In addition, annual incentive compensation may be awarded upon achievement of goals established by the Committee at the beginning of each fiscal year which reflect quality of care, patient safety and service excellence in addition to financial performance and other measures. Annual incentive opportunity ranges from 35-50% of base salary depending upon the CEO's performance. As a part of its CEO performance evaluation process, the Committee asks each member of the board of directors to submit a written evaluation of the CEO's performance using an evaluation form prepared by an independent audit firm. This information is collected, collated, and reported to the Committee by the audit firm; results are "blinded" so that individual board members are not identified. The blinded results are shared with the CEO as part of the evaluation process. Any increase in base salary, award of annual incentive, or changes in overall compensation methodology are made by the Committee after discussion with and advice of the Consultant and conditioned upon the Consultant's determination that such decisions result in total annual compensation that is reasonable and within a fair market value range. Once the annual performance evaluation is completed, the chairman and at least one other member of the Committee meet with the CEO and share the Committee and board's evaluation of his prior year's performance, communicate his performance goals for the upcoming year, and inform him of the Committee's actions with respect to any annual incentive award for the prior year and any base salary adjustment for the upcoming year. Form 990, Part VI, Section B, Line 15b: Base salaries and annual bonus opportunities for Key Executives (*1) are set by the Covenant Health Chief Executive Officer (CEO) or Executive Vice President-Human Resources, subject to approval of the Compensation Committee of the Covenant Health Board of Directors ("the Committee"), after review by and discussion with the executive compensation consultant ("the Consultant") to ensure that total compensation for each executive is reasonable and within a fair market value range. Salary ranges for each executive position are based upon the recommendations of the Consultant made after comparison with similar jobs in similar size health systems across the nation. Bonuses are recommended by the CEO and approved by the Committee conditioned upon receipt of a written opinion from the Consultant that total compensation for each Key Executive is reasonable and consistent with fair marke”

“Per its tax exempt bond provisions, Covenant Health is required to file quarterly and annual consolidated and obligated group financial statements and other documentation with various bond insurers and other agencies, including the Electronic Municipal Market Access (EMMA) service of the Municipal Securities Rulemaking Board (MSRB). Any member of such a repository has access to these financial statements. The organization's governing documents and conflict of interest policy are not made publicly available.”

“Contact Addresses for Highest Compensated Employees: Covenant Health compensates the Presidents and CAOs of its member hospitals in its role as a supporting organization. Their contact addresses are provided below. Michael R. Belbeck, Jr. Methodist Medical Center 990 Oak Ridge Turnpike Oak Ridge, TN 37830 Larry R. Lassiter Parkwest Medical Center 9352 Park West Boulevard Knoxville, TN 37923 Keith Altshuler Fort Sanders Regional Medical Center & Fort Sanders Perinatal Center 1901 Clinch Avenue Knoxville, TN 37916 Gordon Lintz Morristown-Hamblen Healthcare System 908 West Fourth North Morristown, TN 37814 Jennifer Hanson LeConte Medical Center 742 Middle Creek Road Sevierville, TN 37862 All other persons listed in Part VII, Section A may be contacted at the organization's address.”

“REPORT TO THE COMMUNITY Covenant Health is a comprehensive, community-owned health system dedicated to improving the health of the people it serves. Established in 1996 by the consolidation of Fort Sanders Health System, Knoxville, Tennessee, and MMC HealthCare System in Oak Ridge, Covenant Health is governed by a voluntary board of directors made up of community leaders and medical professionals. Covenant Health includes nine acute care hospitals in East Tennessee: Claiborne Medical Center Cumberland Medical Center Fort Loudoun Medical Center Fort Sanders Regional Medical Center LeConte Medical Center Methodist Medical Center Morristown-Hamblen Healthcare System Parkwest Medical Center Roane County Medical Center Member organizations also include: Covenant HomeCare Peninsula Hospital The Patricia Neal Rehabilitation Center Thompson Cancer Survival Center Thompson Oncology Group Fortress Corporation Fort Sanders West Diagnostic Center Covenant Medical Group, Inc. Philanthropic affiliates include: Fort Sanders Foundation Methodist Medical Center Foundation Morristown-Hamblen Foundation Thompson Cancer Survival Center Foundation Approximately 10,000 people are employed by Covenant Health and its member organizations. Working together with nearly 1,500 affiliated physicians, these healthcare professionals deliver quality care to thousands of patients throughout East Tennessee. Kiosks for Patients' Convenience Covenant Health now has three types of kiosks available to help patients "check in" at registration, electronically sign documents, and to help family members find a patient's hospital location. The check-in kiosks are used over 5000 times per month by patients who sign in electronically, notifying registration staff of their arrival. A notable feature of the check-in kiosks is use of Covenant FastPass hand-scanning technology, which ensures positive patient identification and deters identity theft. Covenant also implemented electronic signature kiosks (eSign) at some facilities. These allow patients to review their personal and billing information and then sign registration paperwork on screen. The eSign service streamlines registration for patients with simple appointments and gives registration staff more time to spend with patients with more complex needs. For facility visitors, Covenant Wayfinding kiosks are used more than 2000 times per month to help family and friends locate patients being treated at Covenant facilities. A Legacy of Philanthropic Impact Since the first campaign of Fort Sanders Foundation to establish the Patricia Neal Rehabilitation Center (PNRC) in the late 1970s, the volunteer board members of Covenant Health's foundations have focused on raising funds to ensure the future of healthcare in its communities. The impact of the philanthropic efforts by individuals, businesses and foundations is substantial. Covenant's Office of Philanthropy coordinates fund raising efforts at four foundations: Fort Sanders Foundation, Methodist Medical Center Foundation, Morristown- Hamblen Hospital Foundation, and Thompson Cancer Survival Center Foundation. One strong example of philanthropic partnerships is the Will Rogers Institute and its 15-year history of support for the pulmonary rehabilitation programs of Covenant Health - in particular, the work of the Patricia Neal Rehabilitation Center. The Will Rogers Institute (WRI) is a national charitable organization dedicated to perpetuating the memory of one of America's best-loved entertainers. It supports cardiopulmonary research and treatment programs, neonatal care, and patient and community education on health/fitness topics. Each summer, movie theatres across the country participate in a fundraising campaign for WRI. Regal Entertainment Group, which supports the Patricia Neal Rehabilitation Center and its annual Golf Classic, helped develop the relationship between the Will Rogers Institute and Covenant Health many years ago. Over the past 15 years, WRI has grant”

“Leadership Academy Participants Get Insider View of Healthcare For the third year, a selected group of business and community leaders from across the region have experienced an in-depth view of Covenant Health and the healthcare environment as participants in Covenant Answers: A Healthcare Leadership Academy. The Office of Philanthropy hosts the Academy each year in an effort to expand the cadre of healthcare-informed volunteer leaders in the community. Over a five-month period, class members attended an orientation with Covenant executive leadership and half-day sessions at five different Covenant hospitals. The sessions included behind-the-scenes tours and hands-on access to the latest technologies and treatments. Participants had opportunities to discuss the challenges of the current healthcare environment with Covenant physicians and clinicians, communicate via a tele-stroke robot with a physician in another state and visit with a patient who received a life-saving interventional stroke treatment. They also observed a TAVR heart valve replacement surgery and a Barrett's esophagus cancer laser procedure. A Healthy Start for Covenant's Smallest Patients When parents are expecting a new baby, they may read books, buy new furniture and baby clothes, and consult family and friends. As families prepare for their new arrivals, Covenant Health hospitals are ready and waiting with a variety of birthing options and hospital amenities to help welcome their smallest patients. More than 7,000 babies got their first glimpse of life from the security and comfort of a Covenant Health hospital in 2014. Maternity suites at Covenant hospitals are designed to maximize comfort and provide immediate access to technology. Room options may include private suites equipped with bassinets for "rooming in" and comfortable sleeper furniture for a family member. All maternity units are secured with monitored entries and exits. Additional security devices and procedures are in place to monitor babies' safety. More than 50 credentialed physicians provide care to Covenant Health patients during pregnancy and while in the hospital. Childbirth education classes are available to help parents prepare for their new arrival. Best Practices for Babies' Healthy Start Five Covenant Health hospitals that offer obstetrics services were recognized by the Tennessee Hospital Association for reducing the number of babies born electively between 37 and 39 weeks gestation during 2011-2014. Fort Sanders Regional Medical Center, Parkwest Medical Center, LeConte Medical Center, Methodist Medical Center and Morristown-Hamblen Healthcare System received recognition from THA's Tennessee Center for Patient Safety for reducing elective early deliveries, thereby increasing babies' chances for better lifelong health. The Covenant hospitals are part of a statewide Healthy Tennessee Babies Are Worth the Wait initiative to increase awareness of the benefits of full-term delivery. Babies born too early are at risk for respiratory distress, jaundice, hypoglycemia and other conditions that require more medical care and put them at greater risk for death before their first birthdays. Waiting until 39 weeks allows for better growth and development of vital organs and is also better for the health and safety of the mother. In addition to patient and staff education programs, Covenant Health obstetrics departments adopted a policy prohibiting early elective deliveries before 39 weeks unless there is a clear medical risk to the mother or the baby. For an infant, two additional weeks can mean the difference between complications leading to lifelong health issues and a healthy and robust start. In 2011 about 12 percent of the hospitals' deliveries that occurred prior to 39 weeks gestation were considered elective. By second quarter of 2015, the number had dropped to zero. Covenant hospitals with obstetrical services also collaborate with the Tennessee Department of Health's Safe Sleep program.”

“Several new Cardiac processes have been developed, including: *Training EMS providers to identify STEMI patients quickly, and building relationships with emergency transporters to ensure efficient arrival at a center equipped to deal with STEMI patients. *Clinical members of Covenant Rapid Access, Covenant Health's patient transfer center, are available 24/7 to accept STEMI patients from outlying hospitals and immediately notify the cath lab team and interventional cardiologist. "Rapid Access" is the coordinating center for Covenant facilities. *Emergency transporters can now simultaneously notify both ED and cath lab teams of potential STEMI patients and transmit an EKG when available. This allows earlier activation of the cath lab team, with personnel available immediately when the patient arrives. *A regular review process provides feedback on outcomes and helps continually improve systems and processes. As a result of these efforts, Fort Sanders Regional has exceeded state and national hospitals' performance in meeting standards for "First Medical Contact-to-Device" times. Mortality and readmission rates also declined. The STEMI team collaborates with hospitals and emergency responders in Claiborne, Sevier, and Jefferson counties, and as far away as Kentucky. Cardiac Rehab Helps Pave the Road to Recovery The weeks immediately following a heart attack, angioplasty, or open heart surgery are critical for long-range rehabilitation. Several Covenant hospitals offer medically supervised Cardio-Pulmonary Rehabilitation programs that safely restore physical fitness and function for people who have recently had serious cardiac events. Through monitored exercise, education, counseling and healthy lifestyle changes, patients regain confidence in exercising their hearts, and they learn to make lifestyle changes to reduce the risk of further complications from heart disease. Cardiac rehabilitation offers effective treatment for heart attack, angina, post-infarction, angioplasty, post-coronary bypass, and patients considered to be high risk for coronary artery disease. The Region's Only Stroke Hospital Network Covenant Health has the region's only stroke hospital network for delivering advanced diagnostics and treatment to halt the devastating effects of stroke. At the hub of the network are Fort Sanders Regional Medical Center, certified as a comprehensive stroke center by The Joint Commission, and the award-winning Patricia Neal Rehabilitation Center, accredited by the Commission on the Accreditation of Rehabilitation Facilities. Covenant Health's stroke hospital network offers advanced treatments and clinical trials that are unavailable in other areas of the region. Delivering Immediate and Excellent Care When a stroke happens, timely treatment is critical. The Comprehensive Stroke Center at Fort Sanders Regional Medical Center is well above the national average in delivering prompt treatment of life-saving medication. Clot-busting drugs are given to stroke patients to improve blood flow and minimize potential disabilities. The amount of time it takes for a patient to be brought into a hospital until the moment medications are intravenously administered is referred to as "door-to-needle time." The average door-to-needle time is a little more than an hour; the door-to-needle time at Fort Sanders Regional is 30 minutes, half an hour faster than the national average. The stroke center exists to provide the highest level of stroke care for complicated stroke cases, which includes finding out why the stroke occurred to prevent it from happening again. The Comprehensive Stroke Center at Fort Sanders Regional sees patients from throughout East Tennessee and beyond. To help patients reclaim as much ability and independence as possible, the Patricia Neal Rehabilitation Center provides inpatient and outpatient stroke care. Patients are treated by a holistic team that includes physiatrists (rehab physicians); physical, occupational and speech”

“Connecting with Our Communities In addition to taking care of patients and families who receive direct services, Covenant Health is committed to making a positive impact in the health of the surrounding community. In all the communities Covenant Health serves, local initiatives and partnerships create opportunities to interact with people of all ages and encourage healthier lifestyles. *In April 2014 nearly 8,000 people participated in the 11th Covenant Health Knoxville Marathon, which attracted local runners and hand cyclists, as well as competitors from throughout the U.S. and other countries. Marathon events included 2- and 4-person relays, a 5K, half-marathon and full marathon. *The Covenant Health Biggest Winner Weight Loss Challenge continued as a friendly competition that encourages East Tennesseans to get moving for a fit and healthy lifestyle. Team members train together for five months, with the goal of crossing the finish line in Covenant Health Knoxville Marathon events, and challenge other East Tennesseans to start a health journey that will change their lives for the better. *Some of the funds raised through the Covenant Health Knoxville Marathon were contributed to Patricia Neal Rehabilitation Center's Innovative Recreation Cooperative. More than $5,000 was given to the Cooperative, a collaboration of groups and individuals who help disabled persons enjoy leisure and recreation activities such as water skiing and cycling. *The Covenant Kids Run attracted nearly 1,000 children who participated in a "marathon of activities" over a period of several weeks, culminating in a run to Neyland Stadium on the day before the Covenant Health Knoxville Marathon. *Covenant HomeCare Hospice helps children grieving the loss of a loved one through Katerpillar Kids Camp, a free event offered with the support of Variety - The Children's Charity. The camp helps children in grades 1-12 express their feelings of loss in a supportive environment. *Methodist Medical Center co-sponsored the annual Baby's Best Fest, a day of family games and an ice cream social celebrating World Breastfeeding Month and supporting breastfeeding as the healthiest start for babies. *LeConte Medical Center partnered with Dollywood's Splash Country to host Water Safety Day. The event provided health and safety information to local children and families, and was held in conjunction with the "World's Largest Swimming Lesson," a national event promoting the importance of learning to swim. At the event LeConte employees educated children about water safety, representatives from Thompson Cancer Survival Center talked about the importance of sunscreen, and staff from the Patricia Neal Rehabilitation Center were on hand to talk about the Think First head injury prevention program and adaptive water sports. More than 600 children participated. *Cumberland Medical Center in Crossville co-sponsored numerous health fairs and community events throughout the year, and hosted free Mammogram Days for women who had not received a mammogram in two years and were age 40 or older without insurance coverage. *Missy Kane, health promotions coordinator for Covenant Health, led hikes in communities where Covenant Health hospitals are located and established walking clubs in Roane and Anderson counties in conjunction with Roane Medical Center and Methodist Medical Center. Parkwest Medical Center, LeConte Medical Center and Thompson Cancer Survival Center have been co-sponsors of hiking programs led by Missy Kane.”

“Book/Tax Diff in Income(Loss) from Partnerships/Trusts -2,654,285. Return of capital from subsidiaries 11,113,828. Capital contributed to subsidiaries -21,878,060. Change in 457(b) unrealized gain/loss -225,436.”

“The Finance Committee of the Board of Directors assumes responsibility for oversight of the audit of the consolidated financial statements and selection of an independent accountant.”