2018-05-15T18:42:30-05:00 2017-06-30 KPMG LLP 300 North Greene Street Suite 400 Greensboro NC 27401 990 2016-07-01 581503902 PIEDMONT HEALTHCARE INC % MARIE GAFFNEY PIED 4044251303 1800 Howell Mill Road Suite 850 Atlanta GA 30318 MARIE GAFFNEY VP CORPORATE FINANCE 4044251303 2018-05-15 SHAWN M HUTCHINSON 3362753394 2016 2022-09-23 18:48:47Z Mr Kevin Brown 1800 Howell Mill Rd Ste 850 Atlanta GA 30318 98846390 false X www.piedmont.org X 1983 GA PIEDMONT HEALTHCARE, INC. ("PHC") IS ORGANIZED TO BENEFIT, MANAGE THE FUNCTIONS OF, AND CARRY OUT THE CHARITABLE PURPOSES OF ITS SUBSIDIARY ORGANIZATIONS. 18 12 2618 12 0 0 164032 85885 105769129 125417908 -2849231 154381 3103952 -26880428 106187882 98777746 506899 146769 0 0 45814466 35754996 0 0 0 63083171 63162640 109404536 99064405 -3216654 -286659 729331447 715650611 251858878 246357397 477472569 469293214 PIEDMONT HEALTHCARE, INC., ("PHC") IS ORGANIZED EXCLUSIVELY FOR THE BENEFIT OF, TO MANAGE THE FUNCTIONS OF, AND TO CARRY OUT THE CHARITABLE, SCIENTIFIC, AND EDUCATIONAL PURPOSES OF ITS SUBSIDIARY ORGANIZATIONS. false false 84386571 157769 125867479 PIEDMONT HEALTHCARE, INC. ("PHC"), IS THE TAX-EXEMPT PARENT OF ITS PUBLICLY SUPPORTED SUBSIDIARIES (LISTED IN SCHEDULE R ATTACHED). PHC PROVIDES CENTRALIZED MANAGEMENT SERVICES TO ITS SUBSIDIARIES, INCLUDING ACCOUNTING, HUMAN RESOURCES, IT, FINANCIAL MANAGEMENT, AND ADVISORY SUPPORT. THESE CENTRALIZED SERVICES RESULT IN GREATER OPERATING EFFICIENCIES AND ALLOW ITS SUBSIDIARY ORGANIZATIONS TO BETTER PROVIDE OUTSTANDING HEALTHCARE AND EDUCATION TO THEIR SURROUNDING COMMUNITIES. 84386571 true true false true false false false false false false true false true false true true false true false true true false false false false false false true false true false false false false false false true true false false false false false true true true false false true X 1079 0 true 2618 true false true CJ false false false false false false false false false false X 18 12 false false false false false false false true true false false true true true true true true true true false GA X MARIE GAFFNEY 4702716007 2727 PACES FERRY RD BLDG 2 STE 70 ATLANTA GA 30339 Dr Harry M McFarling III Board Member 2.0 38.0 X 0 168600 0 Ms Amy W Medendorp Board Member 2.0 0.0 X 0 0 0 Mr Charles J Jeff Mills Board Member 2.0 1.0 X 0 0 0 Mr Gregory B Morrison Board Member 2.0 0.0 X 0 0 0 Mr Roderick D Odom Jr Board Member 2.0 0.0 X 0 0 0 Dr Jay J Singh Board Member 2.0 6.0 X 0 64650 0 Dr Ramon A Suarez Board Member 2.0 3.0 X 0 29250 0 Ms Janine Brown Chairman 2.0 0.0 X X 0 0 0 Mr Kevin Brown PRESIDENT & CEO 53.0 2.0 X X 1827798 0 337662 Dr William A Blincoe Board Member 2.0 38.0 X 0 794560 30016 Dr Frank N Cole Board Member 2.0 0.0 X 0 0 0 Mr Wm Ronald Duffey Board Member 2.0 0.0 X 0 0 0 Mr Michael D Garrett Board Member 2.0 1.0 X 0 0 0 Mr David G Hanna Board Member 2.0 0.0 X 0 0 0 Ms Lila Hertz Board Member 2.0 0.0 X 0 0 0 Mr Tye Darland Board Member 2.0 0.0 X 0 0 0 Dr Todd A Schmidt Board Member 2.0 4.0 X 0 21550 0 Dr David Sailors Board Member 2.0 1.0 X 0 0 0 Mr Jay D Mitchell Chief Legal/Sec thru 10/14/16 45.0 10.0 X 980956 0 31321 Mr Michael McAnder Sec 10/14/16-2/27/17,Treas,CFO 45.0 10.0 X 969938 0 113846 Ms Elizabeth Leddy Chief Legal & Sec from 2/27/17 45.0 10.0 X 0 0 0 Mr Gregory A Hurst CHIEF OPERATING OFFICER 50.0 5.0 X 1916833 0 25593 Dr Ronnie Brownsworth CEO of Piedmont Clinic 0.0 55.0 X 894749 0 138698 Dr Leigh Hamby Chief Medical & Quality Office 54.0 1.0 X 934326 0 145597 Mr Sidney Kirschner Chief Philanthropy Officer 0.0 55.0 X 1109869 0 30271 Ms Vicki Cansler Chief HR Officer 55.0 0.0 X 578501 0 90634 Mr Matthew Gove Chief Marketing Officer 55.0 0.0 X 558910 0 100781 Mr Geoffrey Brown Chief Information Officer 55.0 0.0 X 591960 0 86067 Mr Thomas Arnold VP Financial Operations 54.0 1.0 X 616137 0 5882 Mr Mendal Bouknight Former VP Philanthropy 0.0 0.0 X 621610 0 101553 Dr Patrick M Battey Former Chair 0.0 55.0 X 0 826340 30466 Mr Edward Lovern Former CAO 0.0 55.0 X 0 685421 114981 11601587 2590371 1383368 321 true true false ACCENTURE LLP PO BOX 70629 CHICAGO IL 606730629 CONSULTING Services 3958338 CUMBERLAND GROUP 300 GALLERIA PARKWAY ATLANTA GA 30339 CONSULTING SERVICES 3300834 HOLLIS COBB ASSOCIATES INC 4366 PARK DRIVE NORCROSS GA 30093 BILLING & COLLECTION 3271017 HEALTHCARE FINANCIAL RESOURCES LLC 830 N MEACHAM ROAD SCHAUMBURG IL 60173 REVENUE CYCLE MGT 2685741 KING AND SPALDING PO Box 116133 ATLANTA GA 30368 LEGAL SERVICES 2679582 53 85885 85885 MANAGEMENT SERVICES TO AFFILIATES 561000 85295162 85295162 COST OF CAPITAL ALLOCATION 900099 31462815 31462815 OTHER OPERATING REVENUE 900099 8659931 8659931 125417908 215737 215737 0 0 804490 0 804490 0 804490 449571 354919 7288 68644 -61356 -61356 -61356 0 0 0 0 0 0 0 0 0 RESEARCH REVENUE 900099 730806 730806 EXTINGUISHMENT OF DEBT 900099 -28415724 -28415724 -27684918 98777746 125867479 -27175618 146769 146769 0 0 0 9040794 5876516 3164278 0 22718286 14766886 7951400 423748 275436 148312 1822574 1184673 637901 1749594 1137236 612358 1444777 1444777 583977 583977 74377 74377 500000 500000 0 60454 60454 9556899 9556899 1197882 1197882 2195511 2195511 889383 889383 0 1218322 1218322 159619 159619 0 0 22149728 22149728 0 22730670 22730670 0 SUBSCRIPTIONS 101022 101022 PHO ASSESSMENT 300019 300019 99064405 84386571 14677834 0 483098829 463214496 0 0 364878 553993 1026929 -335032 0 0 0 0 0 0 0 0 36107129 34881591 285274104 168003130 104395158 117270974 0 0 0 0 88632510 88632510 0 0 15706014 11432079 729331447 715650611 242114048 219797162 0 0 474431 798694 0 0 0 0 0 0 1165522 0 0 0 8104877 25761541 251858878 246357397 X 477287498 468919028 185071 374186 0 0 477472569 469293214 729331447 715650611 X -286659 77135920 -46289 -84982327 X false true X true false X X 8 PIEDMONT HOSPITAL INC 580566213 3 true 10669161 0 FAYETTE COMMUNITY HOSPITAL INC DBA PIEDMONT FAYETTE HOSPITAL 582322328 3 true 4804116 0 PIEDMONT MOUNTAINSIDE HOSPITAL INC 352228583 3 true 1210965 0 PIEDMONT NEWNAN HOSPITAL INC 205077249 3 true 6849495 0 PIEDMONT HEART INSTITUTE INC 263553500 7 true 0 0 PIEDMONT HENRY HOSPITAL INC 582200195 3 true 7409720 0 PIEDMONT NEWTON HOSPITAL INC 582155150 3 false 0 0 PIEDMONT ATHENS REGIONAL MEDICAL CENTER INC 582179986 3 false 0 0 8 30943457 false false false false true false false false false false false false false false false true true false X true true SCHEDULE A, PART IV, SECTION A, LINE 1: NOT LISTED IN GOVERNING DOCUMENTS DURING FISCAL YEARS 2016 AND 2017, RESPECTIVELY, PIEDMONT HEALTHCARE PURCHASED PIEDMONT NEWTON HOSPITAL, INC. (EIN: 58-2155150, FKA NEWTON MEDICAL CENTER) AND PIEDMONT ATHENS REGIONAL MEDICAL CENTER, INC. (EIN: 58-2179986, FKA ATHENS REGIONAL MEDICAL CENTER) AND ITS SUBSIDIARIES. WHILE THE AFOREMENTIONED ORGANIZATIONS ARE NOT EXPLICITLY NAMED AS SUPPORTED ORGANIZATIONS IN PHCS GOVERNING DOCUMENTS, THEY ARE INCORPORATED INTO THE DOCUMENTS BY VIRTUE OF REFERENCE TO PHCS EXEMPT PURPOSE OF SUPPORTING ITS TAX-EXEMPT SUBSIDIARIES. AS OF THEIR PURCHASE BY PHC, THE ENTITIES BECAME WHOLLY-OWNED SUBSIDIARIES AND SUPPORTED ORGANIZATIONS OF PIEDMONT HEALTHCARE. SCHEDULE A, PART IV, SECTION A, LINE 5A: NEW SUPPORTED ORGANIZATIONS ON OCTOBER 1, 2016, PIEDMONT HEALTHCARE FINALIZED THE PURCHASE OF PIEDMONT ATHENS REGIONAL MEDICAL CENTER, INC. (EIN: 58-2179986, FKA ATHENS REGIONAL MEDICAL CENTER) AND ITS SUBSIDIARIES. AS OF PIEDMONT ATHENSS PURCHASE BY PHC, IT BECAME A WHOLLY-OWNED SUBSIDIARY AND SUPPORTED ORGANIZATION OF PIEDMONT HEALTHCARE. SCHEDULE A, PART IV, SECTION E, LINE 3A: POWER TO ELECT SUBSIDIARY BOARDS PURSUANT TO THE PROVISIONS OF ITS CHARTER AND BYLAWS, THE BOARD OF DIRECTORS OF PIEDMONT HEALTHCARE APPOINTS ALL OF THE MEMBERS OF THE BOARDS OF DIRECTORS OF EACH OF ITS SUPPORTED SUBSIDIARY ENTITIES. SCHEDULE A, PART IV, SECTION E, LINE 3B: DIRECTION OVER SUPPORTED ORGS THE POLICIES AND DECISIONS OF EACH OF PIEDMONT HEALTHCARES SUPPORTED SUBSIDIARY ENTITY BOARDS OF DIRECTORS MUST BE FILED, IMMEDIATELY AFTER ADOPTION, WITH THE SECRETARY OF THE PIEDMONT HEALTHCARE BOARD OF DIRECTORS. SUCH POLICIES AND DECISIONS OF THE SUBSIDIARY BOARDS OF DIRECTORS ARE NOT SUBJECT TO THE APPROVAL OF OR RATIFICATION BY THE PIEDMONT HEALTHCARE BOARD, BUT SHOULD THE NEED ARISE, THEY MAY BE RESCINDED BY THE PIEDMONT HEALTHCARE BOARD THROUGH A MAJORITY VOTE OF ITS DIRECTORS. THE PROGRAMS AND ACTIVITIES OF EACH OF PIEDMONT HEALTHCARES SUPPORTED SUBSIDIARY ORGANIZATIONS, INCLUDING SERVICES OFFERED, ANNUAL OPERATING BUDGETS, AND APPOINTMENT AND COMPENSATION OF SENIOR EXECUTIVES, ARE DETERMINED BY OR SUBJECT TO THE REVIEW OF PIEDMONT HEALTHCARES EXECUTIVE LEADERSHIP AND BOARD OF DIRECTORS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false true 500000 false false 500000 false SCHEDULE C, PART II-B, LINE 1(G): LOBBYING ACTIVITIES HEALTH CARE POLICY IS CRITICAL TO ALL AMERICANS, AND PIEDMONT HEALTHCARE BELIEVES THAT HEALTH CARE PROVIDERS MUST PARTICIPATE IN SHAPING HEALTH CARE POLICY BY INTERACTING WITH NATIONAL, STATE, AND LOCAL REPRESENTATIVES AND THEIR STAFF MEMBERS TO HELP THEM BETTER UNDERSTAND THE COMPLEXITIES AND RAMIFICATIONS OF KEY HEALTH CARE POLICIES INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO UNINSURED AND INDIGENT PATIENT NEEDS, AS WELL AS THE IMPORTANCE OF ASSURING THE DELIVERY OF COST-EFFICIENT, QUALITY HEALTH CARE. DURING FISCAL YEAR 2017, PIEDMONT HEALTHCARE ENGAGED A CONTRACT LOBBYIST TO, ALONG WITH PIEDMONT HEALTHCARES VICE PRESIDENT OF GOVERNMENT RELATIONS, REPRESENT THE INTERESTS OF THE ORGANIZATION AND ITS SUBSIDIARIES BEFORE FEDERAL, STATE, AND LOCAL ELECTED OFFICIALS AND REGULATORS. LOBBYING EXPENSE REPORTED HEREIN INCLUDES A PORTION OF THE SALARY PROVIDED TO THE VICE PRESIDENT OF GOVERNMENT RELATIONS, AS WELL AS EXPENSES RELATED TO THE ACTIVITIES OF OUTSIDE LOBBYISTS. 820769 820769 13522131 6808254 6713877 7836144 2792014 5044130 231767140 158402862 73364278 31327920 0 31327920 117270974 FAYETTE COMMUNITY HOSPITAL 43679729 C PIED MOUNTAINSIDE HOSPITAL 43407781 C AMSTER-MCRAE INSURANCE COMPANY 120000 C CENTER FOR HEALTH & LEARNING 1425000 C 88632510 0 DUE TO RELATED PARTIES 25761541 25761541 X SCHEDULE D, PART X, LINE 2: ASC 740 FOOTNOTE (FKA FIN 48) PHC ACCOUNTS FOR INCOME TAXES UNDER THE PROVISIONS OF THE INCOME TAXES TOPIC OF THE ASC (ASC 740). UNDER THE REQUIREMENTS OF ASC 740, TAX-EXEMPT ORGANIZATIONS MAY BE REQUIRED TO RECORD AN OBLIGATION AS THE RESULT OF A TAX POSITION THEY HAVE HISTORICALLY TAKEN ON VARIOUS TAX EXPOSURE ITEMS. THERE WERE NO MATERIAL UNCERTAIN TAX POSITIONS AT JUNE 30, 2017 AND 2016. true Central America and the Caribbean Investments 65783017 Central America and the Caribbean Program Services insurance premiums 16785922 82568939 82568939 true false true false false false true COWETA SAMARITAN CLINIC 137 JACKSON STREET NEWNAN GA 30263 800518512 501(c)(3) 7500 CLINIC CAPACITY INCREASE FAYETTE CARE CLINIC INC 1260 HWY 54 SUITE 101 FAYETTEVILLE GA 30214 200314897 501(C)(3) 7500 CLINIC SUPPORT AND INTERPRETER SERVICES MARCH OF DIMES 1652 CHURCH STREET DECATUR GA 30333 131846366 501(c)(3) 27500 march for babies sponsor MEALS ON WHEELS OF COWETA INC PO BOX 73437 NEWNAN GA 30271 581274374 501(c)(3) 6448 MEALS FOR SENIORS COMMUNITY FARMERS MARKETS 659 AUBURN AVENUE NE G25 Atlanta GA 30312 275262520 501(c)(3) 10000 CHEF DEMO SPONSORSHIP GIRLS ON THE RUN ATLANTA 1904 MONROE DR NE SUITE 100 ATLANTA GA 30324 582568271 501(c)(3) 15000 5k SPONSORSHIP 6 SCHEDULE I, PART I, LINE 2: MONITORING THE USE OF GRANT FUNDS MONEY IS GIVEN TO CHARITABLE ORGANIZATIONS WHICH PRIMARILY PROMOTE HEALTH CARE CAUSES. THE GRANTS ARE ADMINISTERED AND MONITORED THROUGH THE ORGANIZATIONS PUBLIC RELATIONS DEPARTMENT. X X X true true X X X X true true false false false false false true false Dr Harry M McFarling III Board Member 0 168600 0 0 0 0 0 0 0 0 0 168600 Mr Gregory A Hurst CHIEF OPERATING OFFICER 729306 0 455448 0 732079 0 15900 0 9693 0 1942426 0 684530 Mr Jay D Mitchell Chief Legal/Sec thru 10/14/16 364196 0 283927 0 332833 0 15900 0 15421 0 1012277 0 297318 Dr Ronnie Brownsworth CEO of Piedmont Clinic 504669 0 317197 0 72883 0 119606 0 19092 0 1033447 0 Dr Leigh Hamby Chief Medical & Quality Office 540329 0 341065 0 52932 0 126505 0 19092 0 1079923 0 Mr Edward Lovern Former CAO 0 416502 0 218403 0 50516 0 101725 0 13256 0 800402 Mr Sidney Kirschner Chief Philanthropy Officer 518911 0 326800 0 264158 0 15900 0 14371 0 1140140 0 79064 Mr Michael McAnder Sec 10/14/16-2/27/17,Treas,CFO 564255 0 356500 0 49183 0 104390 0 9456 0 1083784 0 Ms Vicki Cansler Chief HR Officer 360125 0 180206 0 38170 0 80941 0 9693 0 669135 0 Dr Patrick M Battey Former Chair 0 529760 0 278512 0 18068 0 15900 0 14566 0 856806 Mr Kevin Brown PRESIDENT & CEO 975519 0 732082 0 120197 0 318570 0 19092 0 2165460 0 Dr William A Blincoe Board Member 0 638316 0 0 0 156244 0 15900 0 14116 0 824576 Mr Matthew Gove Chief Marketing Officer 350119 0 179676 0 29115 0 81689 0 19092 0 659691 0 Mr Geoffrey Brown Chief Information Officer 367694 0 182835 0 41431 0 71581 0 14486 0 678027 0 Mr Thomas Arnold VP Financial Operations 391307 0 186534 0 38296 0 1829 0 4053 0 622019 0 Mr Mendal Bouknight Former VP Philanthropy 146510 0 89345 0 385755 0 88297 0 13256 0 723163 0 SCHEDULE J, PART I, LINE 1A: OTHER COMPENSATION ITEMS FIRST-CLASS TRAVEL: THE FOLLOWING INDIVIDUALS WERE PERMITTED (PURSUANT TO THEIR CONTRACTS) TO FLY FIRST-CLASS DURING CALENDAR YEAR 2016. FIRST-CLASS TRAVEL IS NOT REPORTED ON THE EMPLOYEE'S FORM W-2, HOWEVER, THE COMPANY IS REIMBURSED FOR ANY PERSONAL EXPENSES INCURRED BY THE EMPLOYEE. KEVIN BROWN GREGORY HURST TRAVEL FOR COMPANIONS: CERTAIN EXECUTIVES ARE PERMITTED TO TRAVEL WITH COMPANIONS WHEN IT IS APPROPRIATE FOR THE BUSINESS EVENT AND PURPOSE. TRAVEL FOR COMPANIONS IS REVIEWED ON A CASE BY CASE BASIS AND IS REIMBURSED BY THE EMPLOYEE, PAID ON BEHALF OF THE EMPLOYEE, OR TREATED AS TAXABLE INCOME, AS APPROPRIATE AND IN COMPLIANCE WITH COMPANY POLICY. DISCRETIONARY SPENDING ACCOUNTS: THE FOLLOWING EMPLOYEES RECEIVED DISCRETIONARY SPENDING ACCOUNTS IN FIXED AMOUNTS DETERMINED BY JOB LEVEL. THESE SPENDING ACCOUNTS WERE INCLUDED IN EACH EMPLOYEES TAXABLE WAGES: KEVIN BROWN $36,556 DR. RONNIE BROWNSWORTH $12,000 VICKI CANSLER $12,000 THOMAS ARNOLD $12,000 MATTHEW GOVE $12,000 DR. LEIGH HAMBY $12,000 GEOFFREY BROWN $12,000 GREGORY HURST $32,873 SIDNEY KIRSCHNER $12,000 MICHAEL MCANDER $12,000 JAY MITCHELL $9,462 MENDAL BOUKNIGHT $12,462 SCHEDULE J, PART I, LINE 4A: SEVERANCE PAYMENTS MENDAL BOUKNIGHT RECEIVED A SEVERANCE PAYMENT DURING CALENDAR YEAR 2016 IN THE AMOUNT OF $366,168. SCHEDULE J, PART I, LINE 4B: SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS THE FOLLOWING EMPLOYEES RECEIVED PAYMENTS FROM THEIR SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS: JAY MITCHELL $297,318 GREGORY HURST $684,530 SIDNEY KIRSCHNER $79,064 THE FOLLOWING EMPLOYEES PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN, BUT DID NOT RECEIVE CURRENT YEAR PAYMENTS: KEVIN BROWN DR. RONNIE BROWNSWORTH VICKI CANSLER MATTHEW GOVE DR. LEIGH HAMBY MICHAEL MCANDER THOMAS ARNOLD GEOFFREY BROWN EDWARD LOVERN SCHEDULE J, PART I, LINE 7: NON-FIXED PAYMENTS CERTAIN EMPLOYEES PARTICIPATED IN AN "ANNUAL INCENTIVE PLAN" UNDER WHICH THEY RECEIVED NON-FIXED BONUS PAYMENTS BASED ON JOB LEVEL AND SEVERAL DIFFERENT PERFORMANCE METRICS. PIEDMONT WELLSTAR HEALTH PLANS RELATED INS PROVIDER 3183528 INSURANCE CLAIMS AND SERVICES false PATRICK BATTEY FAMILY MEMBER OF TRUSTEE 72470 EMPLOYMENT false SCHEDULE L, PART IV, LINE 1: TRANSACTIONS WITH INTERESTED PERSONS DR. RONNIE BROWNSWORTH IS A KEY EMPLOYEE (CEO OF THE PIEDMONT CLINIC) FOR PHC AND IS ALSO THE FORMER PRESIDENT & CEO OF PIEDMONT WELLSTAR HEALTH PLANS, A RELATED ORGANIZATION. THE AMOUNT OF $3,183,528 REPRESENTS INVOICES PAID TO PIEDMONT WELLSTAR HEALTH PLANS BY PIEDMONT HEALTHCARE DURING FISCAL YEAR 2017 FOR HEALTH INSURANCE CLAIMS AND OTHER SERVICES PROVIDED AT FAIR MARKET VALUE. PAYMENTS WERE MADE ON BEHALF OF PHC AND ITS SUBSIDIARIES. PATRICK BATTEY IS THE FORMER CHAIRMAN OF THE PHC BOARD AND CURRENT PRESIDENT AND CEO OF PIEDMONT HOSPITAL, A SUBSIDIARY OF PIEDMONT HEALTHCARE. HIS SON, PATRICK BATTEY, JR., IS EMPLOYED BY PHC. THE AMOUNT OF $72,470 REPRESENTS WAGES PAID AT FAIR MARKET VALUE TO PATRICK BATTEY, JR., DURING FISCAL YEAR 2017. FORM 990, PART V, LINE 1A: NUMBER OF FORMS 1099 FILED IN CALENDAR YEAR 2016, PIEDMONT HEALTHCARE, INC., FILED FORMS 1099 ON BEHALF OF ITSELF AND EACH OF ITS SUBSIDIARIES, PURSUANT TO AN AGREEMENT WITH THE IRS TO FILE ALL FORMS 1099 FOR THE PIEDMONT HEALTHCARE SYSTEM ON A COMBINED BASIS. FORM 990, PART VI, SECTION A, LINE 7B: DECISIONS OF GOVERNING BODY ALL RESOLUTIONS ADOPTED AND ALL BUSINESS TRANSACTED BY PHC'S BOARD OF DIRECTORS REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS PRESENT AT THE TIME OF VOTING, AS LONG AS A QUORUM (MAJORITY OF DIRECTORS CURRENTLY IN OFFICE) IS REPRESENTED AT THE MEETING. FORM 990, PART VI, SECTION B, LINE 11B: 990 REVIEW PROCESS INFORMATION NEEDED TO PREPARE PIEDMONT HEALTHCARES FORM 990 IS COMPILED BY INDIVIDUALS IN THE ORGANIZATIONS FINANCE DEPARTMENT AND REVIEWED BY PHCS CONTROLLER AND VP/CFO. THE 990 IS THEN PREPARED INTERNALLY BY PIEDMONT HEALTHCARES TAX DEPARTMENT AND SUBMITTED TO AN EXTERNAL TAX PREPARER FOR REVIEW. COPIES OF FORM 990 ARE PROVIDED TO THE BOARD OF DIRECTORS OF PIEDMONT HEALTHCARE FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SEC B, LINE 12C: CONFLICT OF INTEREST POLICY COMPLIANCE WITH THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS MONITORED AND ENFORCED BY ORGANIZATION MANAGEMENT IN COORDINATION WITH PIEDMONT HEALTHCARES CHIEF COMPLIANCE OFFICER. ALL SENIOR LEADERS, BOARD MEMBERS, PHYSICIAN EMPLOYEES, NURSE PRACTITIONERS/PHYSICIAN ASSISTANTS AND EMPLOYEES AND NON-EMPLOYEES ENGAGED IN RESEARCH ARE REQUIRED TO ANNUALLY DISCLOSE ALL MATTERS WHICH COULD POTENTIALLY CONSTITUTE A CONFLICT OF INTEREST. MATTERS DISCLOSED UNDER THE POLICY MUST BE REVIEWED IN WRITING BY THE PIEDMONT HEALTHCARE CONFLICT OF INTEREST COMMITTEE IN ORDER TO DETERMINE WHETHER A CONFLICT EXISTS AND, IF SO, WHETHER TO ELIMINATE OR MANAGE THE CONFLICT. ALL BOARD MEMBERS AND EMPLOYEES OF PIEDMONT HEALTHCARE ARE PROVIDED TRAINING ON CONFLICT OF INTEREST ISSUES, INCLUDING REPORTING REQUIREMENTS, AT NEW-EMPLOYEE ORIENTATION AND AT LEAST ANNUALLY THEREAFTER. NONCOMPLIANCE WITH THE CONFLICT OF INTEREST POLICY MUST BE REPORTED TO PIEDMONT HEALTHCARES SENIOR VICE PRESIDENT OF COMPLIANCE FOR INVESTIGATION, AND REMEDIAL STEPS MUST BE TAKEN AS APPROPRIATE UNDER THE PIEDMONT HEALTHCARE DISCIPLINARY POLICIES. FORM 990, PART VI, SEC B, LINE 15A & 15B: EXECUTIVE COMPENSATION COMPENSATION FOR EXECUTIVES OF PIEDMONT HEALTHCARE IS SET BY ITS BOARD OF DIRECTORS AND BY THE BOARDS EXECUTIVE PERFORMANCE AND COMPENSATION COMMITTEE. THE PIEDMONT HEALTHCARE, INC., BOARD OF DIRECTORS EXECUTIVE PERFORMANCE AND COMPENSATION COMMITTEE ("THE COMMITTEE") IS COMPOSED OF AT LEAST THREE MEMBERS OF THE PHC BOARD OF DIRECTORS, SERVING TERMS OF THREE YEARS, AND THE MAJORITY OF WHICH ARE COMMUNITY DIRECTORS WHO GENERALLY DO NOT HAVE CONFLICTS OF INTEREST RELATED TO FULFILLMENT OF THE DUTIES AS OUTLINED BELOW. THE EXECUTIVE PERFORMANCE AND COMPENSATION COMMITTEE ("COMMITTEE") OVERSEES EXECUTIVE PERFORMANCE AND COMPENSATION ON BEHALF OF THE PHC BOARD, SUBJECT TO THE ULTIMATE AUTHORITY AND OVERSIGHT OF THE BOARD. THE COMMITTEE ALSO FORMULATES POLICIES AND MAKES DECISIONS IN ORDER TO ENSURE A HIGH LEVEL OF EXECUTIVE PERFORMANCE. THE COMMITTEE IS AUTHORIZED TO ACT ON BEHALF OF THE PHC BOARD AS SET OUT IN ITS CHARTER, AND THE COMMITTEE IS ALSO CHARGED WITH PROVIDING RECOMMENDATIONS AND PERIODIC REPORTS TO THE PHC BOARD REGARDING EXECUTIVE PERFORMANCE AND COMPENSATION. ALL DECISIONS AND COMPARABILITY DATA ARE DOCUMENTED IN THE COMMITTEE MEETING MINUTES. FUNCTIONS OF THE COMMITTEE - ASSESS AND IMPLEMENT POLICIES REGARDING PERFORMANCE, COMPENSATION AND BENEFITS OF THE PRESIDENT/CEO AND OTHER EXECUTIVES AS DETERMINED BY THE COMMITTEE - SELECT AN EXECUTIVE COMPENSATION CONSULTANT WHO REPORTS TO THE COMMITTEE - ANNUALLY REVIEW THE PRESIDENT/CEO SUCCESSION PLAN - FORMULATE AND IMPLEMENT ANNUAL PERFORMANCE OBJECTIVES FOR THE PRESIDENT/CEO, AND REVIEW AND APPROVE ANNUALLY RECOMMENDATIONS FROM THE PRESIDENT/CEO RELATING TO COMPENSATION, PERFORMANCE OBJECTIVES, AND SUCCESSION PLANS FOR EVP EXECUTIVES - ANNUALLY ASSESS PRESIDENT/CEO PERFORMANCE; IF NECESSARY, IMPLEMENT ACTION PLAN WITH PRESIDENT/CEO INPUT TO IMPROVE HIS/HER PERFORMANCE; ADJUST COMPENSATION AS APPROPRIATE; THE COMMITTEE CHAIR SHALL CONSULT WITH THE PHC GOVERNANCE COMMITTEE CHAIR AND THE PHC BOARD CHAIR AND SHALL COORDINATE THE ANNUAL PERFORMANCE REVIEW OF THE PHC PRESIDENT/CEO, UNLESS THE PHC BOARD CHAIR HAS A REAL OR PERCEIVED CONFLICT OF INTEREST, IN WHICH CASE THE COMMITTEE CHAIR SHALL DETERMINE THE PROPER REVIEW PROCESS - REVIEW AND APPROVE LONG TERM AND SHORT TERM GOALS TO BE USED IN CONNECTION WITH EVP COMPENSATION PROGRAMS AS RECOMMENDED BY THE PRESIDENT/CEO AND VALIDATED BY THE COMPENSATION CONSULTANT - PERIODICALLY REVIEW COMPENSATION, IF ANY, FOR THE PHC BOARD CHAIR AND ALL BOARD CHAIRS OF THE PHC SUBSIDIARIES - ESTABLISH OTHER POLICIES AND PROCEDURES, AND PERFORM OTHER TASKS, RELATED TO EXECUTIVE PERFORMANCE AND COMPENSATION, INCLUDING BUT NOT LIMITED TO, APPROVAL OF EXECUTIVE EMPLOYMENT CONTRACTS AND BENEFITS - PERIODICALLY REPORT SIGNIFICANT DECISIONS AND ANY ADDITIONAL REQUESTED INFORMATION TO THE PHC BOARD FORM 990, PART VI, SECTION C, LINE 19: DISCLOSURE OF DOCUMENTS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THESE DOCUMENTS SHOULD BE REQUESTED FROM PIEDMONT HEALTHCARE, INC.'S LEGAL COUNSEL. FORM 990, PART XI, LINE 9: RECONCILIATION OF NET ASSETS CHANGES TO NET ASSETS REPORTED ON PART XI, LINE 9 ARE PRIMARILY COMPRISED OF $(94,452,773) OF INTERCOMPANY TRANSFERS OF LIABILITIES BETWEEN THE ORGANIZATION AND ITS SUBSIDIARY ORGANIZATIONS; $287,640 OF BOOK/TAX DIFFERENCES RELATED TO REVENUE RECOGNITION; AND A $9,182,806 CHANGE IN EQUITY INVESTMENTS. 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