Covenant Health

“The Covenant Health board of directors has delegated to its Finance Committee the full power and authority of the board to receive, review, approve, authorize the filing of, address and resolve audit or review issues, and otherwise take all action required or appropriate relative to IRS Forms 990 and other applicable tax filings. Prior to filing Form 990, management reviews with the committee the returns, discusses any material variations in the Form 990 as compared to those to be filed by the organization's affiliates, and answers any questions. At the conclusion of review and discussion, the Finance Committee approves the Form 990.”

“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, and requires disclosure and resolution of employee conflicts of interest. Additionally, officers, employed physicians, and highly compensated employees are required to complete and sign an annual conflict of interest disclosure statement. Board members conflicts of interests are addressed 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 Chief Compliance Officer reviews 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. Officers and other employees are expected to report conflicts to the Chief Compliance Officer as they arise. Depending on the nature of the conflict and the circumstances surrounding the conflict and transaction, the Chief Compliance Officer, senior leadership, or the board of directors may review the conflict of interest. When appropriate, these parties 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 Chief Compliance Officer in conjunction with Covenant Health Executive Leadership determines how to appropriately manage the conflict. In any conflict involving a board member, such member is expected to recuse himself or herself from voting on matters related to the conflict.”

“Form 990, Part VI, Section B, Line 15a: Annual compensation for Covenant Health's President and Chief Executive Officer ("CEO"), James D. VanderSteeg, 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, on behalf of the Committee, an independent consultant 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 meets with the CEO and shares the Committee and board's evaluation of his prior year's performance. He also informs 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. The performance goals for the upcoming year are determined by executive leadership and communicated to and adopted by the board at a board meeting. The annual performance of the CEO is documented adequately and concurrently with the compensation committee's determination. Written and/or electronic records of the compensation committee include, when prepared, the date all relevant actions were taken; terms of the approved compensation; the members of the compensation committee who were present dur”

“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.”

“Information Technology The Information Technology (CovIT) division of Covenant Health provides all computing equipment, information management solutions, and related support services to Covenant Health business entities across 9 acute care hospitals, a behavioral health hospital, 103 physician practices/clinics, and corporate operational support areas. Information management systems and related application support services (install, upgrade, help desk) services are available on a 24/7 basis spanning healthcare functions across core patient-care clinical systems, physician, nursing, and associated ancillary systems (lab, radiology, pharmacy, therapy), as well as supporting business functions comprising patient accounting, materials management, finance, and human resources. CovIT also provides project management support related to analyzing, understanding and implementing solutions to satisfy regulatory and quality reporting requirements. While Cerner provides remote hosting of the core clinical applications, CovIT has primary support for the respective clinical applications and also manages a centralized data center (as well as a backup disaster recovery data center) where hardware equipment is housed. This combination of remote-hosted and on-premise infrastructure enables the delivery of computing resources for all Covenant Health clinical/business functions on a 24/7 schedule. Additionally, CovIT is responsible for management of all PC workstations (desktop, laptop, tablets/iPads, mobile cart), all client-to-server internal and external network connectivity, and telephone services and equipment (PBX, handsets, cell phones, pagers) across the company. Key statistics for 2020 include: - In-patient admissions - 70,512 - Total orders using Cerner - 23,873,968 - Total orders managed via pharmacy - 6,970,912 - Accounts payable checks - 120,130 - Payroll checks/deposits - 257,428 - Helpdesk tickets processed - 208,652 - PCs supported - 11,136 - Total email messages received - 12,748,781 - Total email rejected (viruses and spam) - 5,663,645 - Total number of Zoom meetings/participants/minutes - 18,623/143,284/5,478,358 - Overall telephone calls - 30,147,695 - Average monthly network access attempts blocked (bad reputation) - 378 million - Average monthly network access attempts blocked (foreign countries) - 4.5 billion Business Office Knoxville Business Office Services is the Centralized Business Office (CBO) for Covenant Health, providing accounts receivable management for Fort Sanders Regional Medical Center, Parkwest Medical Center, Fort Loudoun Medical Center, LeConte Medical Center, Methodist Medical Center, Morristown-Hamblen Hospital Association and Roane Medical Center. These services include, but are not limited to, customer service, payment collection, financial posting, refund processing, and insurance billing and follow-up. During 2020, CBO submitted over 980,275 insurance claims totaling in excess of $4,464,202,400. Bad debt expense for 2020 was approximately 2% of gross revenue, with bad debt recoveries/collections in excess of $17,348,870. The CBO handled over 119,675 incoming phone calls, following-up on over 678,300 open accounts and processed over 2.9 million financial transactions. Health Information Management The central Health Information Management (HIM) department encompasses all areas of traditional medical records, including transcription, coding, release of information, a 24/7 call center, central scanning, records preparation, regulatory compliance, clinical documentation improvement, and privacy protection. Services are provided for acute care hospitals, both inpatient and outpatient; home health; physician offices; and behavioral health. The objective of HIM is to provide comprehensive services that are available to all Covenant Health hospitals and facilities on a 24/7 basis. This enables the hospitals and facilities to provide more efficient and timely service at less cost. In 2020, the HIM department”

“IMPACT OF COVID-19 In March 2020, the outbreak of the coronavirus disease 2019 ("COVID-19") was declared a public health emergency published by the Department of Health and Human Services and declared a national pandemic by the World Health Organization. The COVID-19 pandemic has had a major impact on the operations of all hospitals and affiliates included within the Covenant Health System. Anticipating a surge in COVID-19 cases, the State of Tennessee ordered all elective surgeries and diagnostic procedures be cancelled or postponed. Throughout the Covenant Health System, all non-urgent surgeries, elective ambulatory visits, and diagnostic tests were placed on hold. Physical therapy clinics also began restricting patients. As fears of the pandemic rose, non-COVID patient volumes were down significantly in the hospitals. Decreased volumes created a temporary need to reduce employee hours. Covenant Health, as one of the largest employers in the region, recognized that a large reduction in force would have a negative impact not only on the individual employees but also an aggregate impact to the local economy. To the extent possible, many employees were redeployed into jobs that were needed to help screen patients and keep facilities functioning under new protocols. Working environments were changed to accommodate social distancing, and employee schedules were adjusted when schools turned to virtual learning. Beginning with the onset of the pandemic in the U.S., hospitals and clinics were forced to quickly respond with new procedures to prevent the spread of the virus. COVID units were established at each hospital. In many cases, the costs of Personal Protective Equipment ("PPE") increased by over ten times the costs prior to COVID. Government support, including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), provided essential funding to hospitals and other healthcare entities. CARES Act Provider Relief Funds and applicable state grants (included as government grants in Form 990, Part VIII) helped offset costs including the following: establishing a COVID unit at the hospitals, providing face shields for all patient-facing employees, adding screeners at all points of entry, adding COVID testing as an additional screen for patients exhibiting symptoms, subsidizing increased costs of PPE and lab supplies, and, eventually, coordinating and administering the COVID vaccine to employees and throughout the community. Federal and State funding was also utilized to cover numerous routine operating expenses at the beginning of the pandemic that could not be covered by reduced operating revenue caused by significant declines in volumes due to cancelled and postponed procedures. In addition, Covenant Health and its affiliates took advantage of the deferral of the employer portion of social security in 2020 (to be repaid in 2021 and 2022), freeing up cash needed to pay for increased COVID related expenses. From July to December 2020, the hospitals were challenged with an increased surge of COVID-19 cases within East Tennessee, which increased patient loads to almost maximum capacity. Knox County, Tennessee was labeled a coronavirus hot spot while all available hospital staff were working diligently to save lives and help reduce the spread of the virus in the community. Hospitals were adding beds and working to secure the needed equipment to serve COVID patients. Employment costs continued to rise as hospitals dealt with staff fatigue and turnover. The impacts of COVID-19 stretch well beyond 2020 as hospitals continue to deal with the challenges of the pandemic and its lasting impact on healthcare professionals. While it was a difficult and challenging year for healthcare organizations around the world, including Covenant Health, it was also a year rich in learning and abundant blessings. A strong balance sheet and innovative ways to meet the challenges presented by the coronavirus, coupled with generosity from the comm”

“In addition to the services previously mentioned, Covenant Health facilitates patient healthcare operations across the health system through a variety of support services. Examples include: - Executive leadership, strategic planning, and other planning at both system and organizational levels - Financial, management and advisory services - Third-party reporting - Integrity compliance program - Real estate management - Risk management - Internal audit - Asset and liability-related management functions - Procurement - Clinical quality improvement - Marketing and public relations - Covenant Health Call Center physician referral and information center - Rapid Access Center available 24/7 to facilitate patient transfers to Covenant Health hospitals - Human resources - Centralized management of plant engineering and construction - External reporting Other system-wide support services directly benefit patients and community members who receive care at Covenant Health's member organizations. These services enhance operational efficiency and quality of care. An example is the production of sterile packs. Covenant Health Sterile Solutions produces surgical sterile packs for distribution to Covenant Health's supported organizations. The use of custom-built sterile packs helps reduce surgical pack supply costs, reduce inventory levels, and minimize waste in keeping with the organization's green initiatives. Sterile packs also help reduce set-up time, leaving more time for treating patients, and with fewer items to open, reducing the risk of contamination. Other centralized services are provided by Covenant Health's Human Resources division. This division is responsible for system-wide programs, policies and procedures, regulatory and legal compliance, and assists with the hiring process for all system employees. Other services include standardized benefit design and administration, employee relations and retention, clinical and non-clinical skill development, and leadership development, succession and continuity. Through its Learning and Leadership Development (LLD) department, Human Resources provides both e-learning and classroom-based courses. LLD offers more than 100 clinical nursing courses from both in-house and vendor sourcing. It also manages a host of clinical training opportunities, ranging from CPR to advanced neurological and neonatal intensive care courses.”

“Capital contributions from subsidiaries 10,000,000. Capital contributions to subsidiaries -26,300,010. Book to tax differences in income(loss) from partnerships & trusts -2,459,427.”