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 50th percentile of the market. Base salaries for individual executives will vary based on market conditions, performance, tenure, experience, special skills or qualifications, recruitment and retention challenges, and other relevant factors. 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. Incentive opportunity levels will be positioned at or slightly above median or average levels in the market. Annual incentive opportunity ranges from 0-50% of base salary depending upon the CEO's performance. Overall, total compensation levels (all forms of cash compensation and benefits) will be positioned up to or around the 75th percentile of the market, based on individual and organizational 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 compens”

“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.”

“REPORT TO THE COMMUNITY Covenant Health is a comprehensive, community-owned, not-for-profit health system serving 23 counties in East Tennessee. Nine acute care hospitals located in Knoxville and surrounding areas comprise the foundation of the health system. Additional outpatient and specialty care departments are located throughout the region providing diagnostic and surgery services, mental health and cancer treatments, and therapy and home health services. Over 10,000 employees and 1,500 affiliated physicians are dedicated to improving the quality of life for the more than one million patients and families served each year. Covenant Health's mission is to serve its communities by improving health. It has invested well over a billion dollars in the local communities since 2000 - a commitment that no other healthcare organization in the region has approached. In the current challenging environment Covenant Health is nationally recognized as a top performer in many areas: patient care, quality, cost, information technology, finances, ethics and innovation. It reaffirms its long-standing commitment to the communities and its core strategies: * Provide the best care and outstanding customer service to every patient, every time. * Serve its communities as a not-for-profit health system. * Provide excellence in governance and leadership, effective strategic planning and wise use of resources. * Engage a work force with the appropriate skill sets. * Be the practice environment of choice for its physicians. * Optimize the value of being a unified health system. In 2015, Covenant Health ranked in the top 20 percent of a national study of health systems that measures quality and efficiency in areas such as adherence to clinical standards of care, patient safety and satisfaction, length of stay and other criteria. It received awards for clinical excellence from VHA, Inc., a national healthcare performance improvement alliance. Two of its hospitals - Fort Loudoun Medical Center and LeConte Medical Center - were among just six hospitals in the country to receive a VHA 2015 Excellence Award for Clinical Effectiveness for achieving exceptionally high levels of performance compared to national benchmarks. Fort Sanders Center for Bariatric Surgery Obesity has become a significant national health issue. Morbid obesity, defined as having a Body Mass Index (BMI) over 35 and being at risk for obesity-related health issues, is closely correlated with serious medical conditions including heart disease, high blood pressure and diabetes. Bariatric surgery often eliminates these conditions, along with the side effects that can result from the medications used to treat them. It is becoming a more viable option for people who need to lose at least 100 pounds and have found other weight-loss strategies to be unsuccessful. Bariatric surgeons, after helping more than 2000 patients over the past dozen years, created the Fort Sanders Center for Bariatric Surgery which has been designated as a Center of Excellence by the American Society of Metabolic and Bariatric Surgery. The atmosphere at the Center for Bariatric Surgery is one of support and encouragement. The relationship between physicians, staff and the patient is very open. It is important that the patient is completely informed when making a choice about surgery. A support group is available before and after surgery, and patients are strongly encouraged to take part. The Center for Bariatric Surgery offers two cutting edge solutions. Laparoscopic gastric bypass, usually done as a robotic procedure, creates a smaller stomach pouch and reroutes a portion of the small intestine. Sleeve gastrectomy removes a portion of the stomach and creates a narrower digestive tube. The safety of bariatric surgery has improved greatly over the past several years, and in most instances the patient goes home within 24 hours after surgery. Partners in Quality Care Covenant Health collaborates with physicians to carry ou”

“Covenant Health Named Among Nation's "Most Wired" The American Hospital Association's Health Forum and the College of Healthcare Information Management Executives (CHIME) named Covenant Health among the nation's "Most Wired" healthcare organizations in the 2015 "Most Wired" survey. The survey and benchmarking study is a leading industry barometer measuring information technology use among hospitals nationwide. The survey of more than 2,213 hospitals examined how healthcare organizations leverage IT to improve performance for value-based healthcare in areas such as infrastructure, business and administrative management, quality and safety, and clinical integration. The survey showed that hospitals are taking more aggressive privacy and security measures to protect and safeguard patient data. Most Wired hospitals are using IT to better facilitate information exchange across health care and other settings, and greater alignment between hospitals and physicians. Most Wired organizations are also implementing patient portals to get patients actively involved in their health and health care. Covenant Health is one of only four Tennessee healthcare organizations to be named to the Most Wired list. It is the 12th time that Covenant Health has been ranked among Most Wired. Best Practices for Babies' Healthy Start 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 need more medical care and put them at greater risk for death before their first birthdays. Waiting until 39 weeks to deliver 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. 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 are also involved with the Tennessee Initiative for Perinatal Quality Care's breastfeeding project, which focuses on promoting and supporting breastfeeding in the delivery setting and after mothers return home. Caring for Women throughout Their Lives Covenant Health provides a full spectrum of health services for women of all ages. The health system's ten breast centers offer patients access to the latest technological advances in the prevention, early detection, diagnosis and treatment of breast cancer. A full range of diagnostic screenings, gynecological care, cancer care, and specialized treatment are offered to women in all ages and stages of life. The health system provides comprehensive heart and stroke care for women, and has developed educational and outreach programs to teach women about cardiovascular disease, risk factors, prevention, treatment and rehabilitation. Advanced Technology Keeps More Hearts Beating Covenant Health is committed to excellence in all areas of heart care - from heart disease prevention and diagnosis of heart conditions to advanced technology and treatments, emergency interventions, and cardiac rehabilitation programs for follow-up care. More than 50 affiliated cardiologists provide diagnostic testing and perform a variety of interventional procedures such as heart catheterization and techniques to clear blocked arteries and place stents to restore blood flow. Cardiologists also treat heart arrhythmias and often repair heart valves and holes in the chambers of the heart. Covenant Health is at the forefront of cardiac innovations that restore health and the ability to live life to the fullest. Covenant was the first health system in the region to offer Transcatheter Aort”

“Cardiac Rehabilitation 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 When a stroke happens, timely treatment is critical. The Covenant Health network is well above the national average in 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. Reaching Across Time and Distance Thanks to Fort Sanders Regional Medical Center's "tele-stroke" robot, East Tennessee stroke patients benefit from early consultation with the hospital's stroke experts, even if they are at a different hospital location. The InTouch R7 robot is a mobile communications platform that enables stroke patients to receive consults from Fort Sanders neurologists via its video screen "face." The robot allows neurologists to be available to patients in outlying areas 24 hours a day. Covenant Health has stationed robots in the emergency departments at Parkwest Medical Center in Knoxville, LeConte Medical Center in Sevierville and Morristown-Hamblen Hospital in Morristown. The telestroke network allows physicians in surrounding hospitals to use live Web video streaming to consult with neurologists as soon as a patient arrives at the community hospital. The neurologist can remotely review patient information and examine and talk with the patient, family members and local clinicians to help determine the best course of treatment, all at the patient's bedside. The interaction between neurologist and the patient via the robot helps the physician see facial expressions and get the patient to respond to the physician. Accurate, timely diagnosis is essential when stroke occurs. The clock starts with the onset of symptoms. As time ticks by, treatment options become more limited and patients can lose more and more functionality. With this tele-medicine tool, neurologists and specialists can advise surrounding emergency departments how to best treat their stroke patients or to have them transported to Fort Sanders Regional for advanced care. Rehabilitation After Stroke While prompt medical care can stop or minimize the effects of stroke, rehabilitation after a "brain attack" can help a patient recover abilities and reconnect with loved ones. At the Patricia Neal Rehabilitation Center, stroke patients are treated with a holistic team approach including the patient and family members. Physical Medicine and Rehabilitation physicians, physical therapists, occupational therapists, speech-language pathologists, rehab psychologists (behavioral medicine), nursing staff, case managers and recreation therapists make up the treatment team. Treatment is an active process with both patient and family involved in goal setting, therapy and education. Therapies include psychological and leisure/recreation evaluations, and training in range of motion, strengthening and conditioning exercises, self-care and daily living skills, and speech, language and swallowing. Other aspects include identification and managem”

“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 March 2015 Covenant Health sponsored the Knoxville Marathon for the 11th year in a row. The race attracted over 7,750 people who competed in full and half marathons, a 5K, relays, hand cycling and push-rim wheelchair races. * Some of the funds raised through the Covenant Health Knoxville Marathon were contributed to Patricia Neal Rehabilitation Center's Innovative Recreation Cooperative (IRC). More than $5,000 was given to the IRC by a collaboration of groups and individuals who help disabled persons enjoy leisure/recreation activities such as skiing and cycling. * 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 trained together for five months, with the goal of crossing the finish line in Covenant Health Knoxville Marathon events, and challenging other East Tennesseans to change their lives for the better. * 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 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 third 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 for the second year to host Water Safety Day. The day was held in conjunction with the "World's Largest Swimming Lesson," a national event promoting the importance of learning to swim. LeConte employees educated children about water safety; representatives from Thompson Cancer Survival Center talked about the need for sunscreen; and staff from the Patricia Neal Rehabilitation Center presented the Think First head and spinal cord 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 met specific screening criteria and did not have insurance coverage. * Parkwest Medical Center, LeConte Medical Center and Thompson Cancer Survival Center co-sponsored hiking programs led by Missy Kane, an Olympic Medalist from Tennessee and fitness expert. Missy 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.”

“Book/Tax Diff in Income(Loss) from Partnerships/Trusts -1,344,896. Return of capital from subsidiaries 5,000,000. Capital contributed to subsidiaries -11,555,809. Change in 457(b) unrealized gain/loss -234,597.”

“The Audit Committee of the Board of Directors annually selects the external auditors for Covenant Health. There is a joint meeting of the Finance Committee and Audit Committee of the Board of Directors where the audit of the consolidated financial statements are presented.”