2025-08-13T10:52:30+00:00 2024-09-30 346565596 ERNST & YOUNG US LLP 55 IVAN ALLEN JR BOULEVARD ATLANTA GA 30308 990 2023-10-01 582296052 Prisma Health-Midlands PRIS 8647977805 300 EAST MCBEE AVENUE SUITE 500 GREENVILLE SC 29601 MATTHEW ELSEY EVP-CFO PRISMA HEALTH 8647977611 2025-08-13 true true Aerrial M Orr P01598400 4048748300 2025-08-06 2023 2025-03-06 01:10:19Z MATTHEW ELSEY 300 EAST MCBEE AVENUE SUITE 500 GREENVILLE SC 29601 1774830721 false X WWW.PRISMAHEALTH.ORG X 1996 SC INSPIRE HEALTH. SERVE WITH COMPASSION. BE THE DIFFERENCE. 17 14 8595 0 141689 10379 4212301 4631618 1594037817 1768049630 -13563 -108725 5779424 2149473 1604015979 1774721996 745000 0 0 0 569527900 554401648 0 0 0 838340055 956020177 1408612955 1510421825 195403024 264300171 1174313208 909366692 305681193 272501101 868632015 636865591 INSPIRE HEALTH. SERVE WITH COMPASSION. BE THE DIFFERENCE. false false 1333146196 0 1768862696 PRISMA HEALTH WAS FORMED TO CREATE A BETTER STATE OF HEALTH FOR SOUTH CAROLINA. PRISMA HEALTH IS STRIVING TO REACH THAT GOAL BY PROVIDING HIGH QUALITY PATIENT CARE, DECREASING HEALTH DISPARITIES, REMOVING ACCESS BARRIERS, DEVELOPING NEW CLINICAL SERVICES AND ACADEMIC PROGRAMS, SHAPING HEALTH POLICY, AND ADDRESSING HEALTHCARE AFFORDABILITY. PLEASE READ THE ANNUAL REPORT FOR MORE DETAIL ABOUT NEW AND EXPANDED SERVICES AND INNOVATIVE COLLABORATIONS AT THIS WEBSITE: HTTPS://PRISMAHEALTH.ORG/PDFS/HIGHLIGHTS-AND-STATISTICS-REPORT-FY-2024 1333146196 true true false true false false false false false true false true true true true false true false false false false false false false false true true false false true true false false false false false false false false false false false false false false true true true true false false true 62 0 true 8595 true true true false false false false false false false false false true false X 17 14 false false false false true true true true true false false true true true true true true true true true true SC X PRISMA HEALTH 8647977805 300 EAST MCBEE AVENUE SUITE 500 GREENVILLE SC 29601 Andy Davis Director 1.0 0 X 0 0 0 Ben E Griffith Jr Director 1.0 0 X 0 0 0 Edward M Carney DM Director 1.0 0 X 0 0 0 Helen B Woods Secretary/Treasurer 1.0 0 X 0 0 0 James L Best Chair 1.0 0 X 0 0 0 Jeanne U Cavanaugh MNRNNEA-BC Director 1.0 0 X 0 0 0 Joseph Campbell MD Director 1.0 40.0 X 0 520357 64262 Joseph Painter Director 1.0 0 X 0 0 0 LeRoy P Creech Vice Chair 1.0 0 X 0 0 0 Mark Crabbe MD Director 1.0 40.0 X 0 337283 71570 Mary P Mazzola Spivey Director 1.0 0 X 0 0 0 Mary Winter Teaster Director 1.0 0 X 0 0 0 Reed Mattingly Director 1.0 0 X 0 0 0 Ronald T Scott JD Director (until 12/31/23) 1.0 0 X 0 0 0 Shirley D Mills Director 1.0 0 X 0 0 0 Stephen W Watson MD Director (untl 6/12/24) 1.0 0 X 0 0 0 Traci Y Cooper Director 1.0 0 X 0 0 0 Troy Privette MD Director (start 7/17/24) 1.0 40.0 X 0 500045 88744 Virginia L Crocker Director (start 1/1/24) 1.0 0 X 0 0 0 Alexander D Gladney EVP Chief Legal Officer and Secretary (start 9/5/23) 1.0 45.0 X 0 332679 23225 Clarence M Sevillian II EVP Chief Operating Officer 1.0 46.0 X 0 1816409 312799 Matthew M Elsey EVP Chief Financial Officer 1.0 46.0 X 0 1747652 73573 Matthew RM Fowler SVP-Deputy General Counsel (until 3/29/24) 1.0 43.0 X 0 817064 106147 Amy E Linsin EVP Chief HR and Diversity Officer 1.0 45.0 X 0 1214326 173850 James H Lucas SVP Government Affairs 1.0 45.0 X 0 655507 65319 Jonathan L Gleason MD EVP Chief Clinical Officer (Chair) 1.0 45.0 X 0 1560078 245207 Malcolm W Isley EVP Chief Strategy Officer 1.0 45.0 X 0 714427 225387 Mark S O'Halla President and CEO of Prisma Health 1.0 45.0 X 0 2188170 746715 Richard J Rogers SVP Chief Information Officer 1.0 45.0 X 0 1368273 154708 William C Gerard MD EVP Value Based Care/CMO Prisma Health Plans/CEO inVio Health Networks 1.0 45.0 X 0 760176 144322 Caleb Buchanan COO- Facility 40.0 0 X 577765 0 108032 Christine M Ralyea CNO-Market 40.0 0 X 472779 0 112900 Maryann Barnes CNO II (until 3/13/23) 40.0 0 X 480662 0 17170 Michael N Bundy CEO-Market 40.0 0 X 1090334 0 125890 Zach Kiker Campus Physician Executive 40.0 0 X 434843 0 54689 Carolyn R Swinton Frmr SVP Chief Nursing Officer (until 2/7/22) 0.0 0.0 X 0 215457 0 Elizabeth Tibbs SVP Chief Operating Officer, 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19087 ENVIRONMENTAL SERVICES 4125654 140 2917801 958419 755398 4631618 NET PATIENT SERVICE 621300 1662720252 1662669100 51152 PHARMACY SALES 446110 40962614 40962614 Medicare Capitated Revenue 900099 15675676 15675676 Medicaid Capitated Revenue 900099 13346326 13346326 Quality Payments 900099 12870586 12870586 22474176 22383639 90537 0 1768049630 1336407 1336407 0 1336407 1336407 108725 0 -108725 -108725 -108725 Gain/Loss on Joint Ventures 900099 813066 813066 0 0 0 0 813066 1774721996 1768721007 141689 1227682 0 0 0 0 0 0 444086683 377207229 66879454 110314965 93701531 16613434 95458 81082 14376 1406 1194 212 135726367 115285976 20440391 0 533134 452844 80290 2907172 2469352 437820 47117012 40021190 7095822 1086640 922992 163648 359433 305302 54131 737471 626408 111063 39726790 33743935 5982855 5333105 4529939 803166 Medical Supplies 333292814 333292814 0 Corporate Allocations 284982726 242064327 42918399 Medicaid and HAWQ Program payments 89267670 75823959 13443711 UBTI Tax 110000 93434 16566 14742979 12522688 2220291 0 1510421825 1333146196 177275629 0 -124721 -291203 275030840 244892615 0 0 0 0 31351506 33611880 1296251678 1053081712 480990638 243169966 102084 102084 4232944 992830 41294362 50986370 341435555 335902150 1174313208 909366692 92074707 72864919 6426094 1599237 119522831 119543652 0 0 87657561 78493293 305681193 272501101 X 832245490 596878382 36386525 39987209 868632015 636865591 1174313208 909366692 X 264300171 -496066595 X false true X true true true X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true 22001 22001 false Schedule C, Part II-B, Line 1 DETAILED DESCRIPTION OF THE LOBBYING ACTIVITY PRISMA HEALTH-MIDLANDS ENGAGED IN LOBBYING ACTIVITIES DURING THE YEAR BUT DID NOT INCUR ANY EXPENSES RELATED TO THESE EFFORTS. A PORTION OF PRISMA HEALTH-MIDLAND'S SC HOSPITAL ASSOCIATION DUES ARE USED FOR LOBBYING EXPENSES. THESE WERE PAID BY PRISMA HEALTH ON PRISMA HEALTH-MIDLAND'S BEHALF. 12151276 12151276 587379884 483123788 104256096 5141588 5141588 0 663392361 553628736 109763625 28186569 11187600 16998969 243169966 Membership Interest- Foundation 50440350 F Membership Interest- Healthsource, Inc 546020 F 50986370 DUE FROM RELATED ORGANIZATIONS 241609403 RIGHT OF USE ASSET 54807018 ESTIMATED THIRD PARTY OBLIGATIONS 25934975 OTHER CURRENT ASSETS 13550754 335902150 LEASE OBLIGATIONS 75317962 OTHER LIABILITIES 3175331 ESTIMATED THIRD PARTY OBLIGATIONS 78493293 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote PRISMA HEALTH-MIDLANDS IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF PRISMA HEALTH AND SUBSIDIARIES. PRISMA HEALTH QUALIFIES AS AN ORGANIZATION EXEMPT FROM FEDERAL AND STATE INCOME TAXES ON RELATED INCOME UNDER INTERNAL REVENUE CODE SECTION 501(C)(3). AS OF SEPTEMBER 30, 2024, PRISMA HEALTH HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS. true true X true X true X true true true false true true 50880612 50880612 0.0337 280703427 280703427 0 0.0 0 0.0 0 0 331584039 280703427 50880612 0.0337 3286572 1263982 2022590 0.0013 96305591 24449003 71856588 0.0476 2002570 313900 1688670 0.0011 19907193 19312498 594695 0.0004 0 0.0 0 0 121501926 45339383 76162543 0.0504 0 0 453085965 326042810 127043155 0.0841 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0 0 0 0 0.0 true 37799647 4940431 430257288 566455414 -136198126 X true true RADIATION ONCOLOGY LLC OUTPATIENT ONCOLOGY 0.51 0.0 0.49 3 1 PRISMA HEALTH RICHLAND 5 MEDICAL PARK COLUMBIA SC 29203 WWW.PRISMAHEALTH.ORG HTL741 X X X X X X HEART, CHILDREN'S HOSPITAL A 2 PRISMA HEALTH BAPTIST TAYLOR AT MARION STREET COLUMBIA SC 29220 WWW.PRISMAHEALTH.ORG HTL-0739 X X X X A 3 PRISMA HEALTH BAPTIST PARKRIDGE 400 PALMETTO HEALTH PARKWAY COLUMBIA SC 29212 WWW.PRISMAHEALTH.ORG HTL-0913 X X X X A A 3 false false true X X X X X X X X X 21 true true false true X HTTPS://PRISMAHEALTH.ORG/SERVICES/OTHER-SERVICES/COMMUNITY-HEALTH/COMMUNITY-HEALTH- NEEDS-ASSESSMENT X true 21 true HTTPS://PRISMAHEALTH.ORG/SERVICES/OTHER-SERVICES/COMMUNITY-HEALTH/COMMUNITY-HEALTH- NEEDS-ASSESSMENT false true X 200.0 400.0 X X X X X true true X X X X true X HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE X HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE X HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE X X X X X X X true X false X X X X X true X false false Schedule H, Part V, Section B, Line 3E THE SIGNIFICANT HEALTH NEEDS ARE A PRIORITIZED DESCRIPTION OF THE SIGNIFICANT HEALTH NEEDS OF THE COMMUNITY AND IDENTIFIED THROUGH THE CHNA. ALL THE NEEDS IDENTIFIED BY THE CHNA ARE BEING ADDRESSED. PLEASE REFER TO THE SCHEDULE H, PART V, LINE 11 DISCLOSURE FOR DETAILS. Schedule H, Part V, Section B, Line 5 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. PRISMA HEALTH FORMED A MULTI-STAKEHOLDER TEAM TO CARRY OUT THE TAX YEAR 2021 (FISCAL YEAR 9/30/22) COMMUNITY HEALTH NEEDS ASSESSMENT. TOGETHER, THE TEAM IDENTIFIED SEVEN COUNTIES TO FOCUS ON IN COLLECTING DATA FOR PRISMA HEALTH'S 2021 CHNA. THESE COUNTIES WERE: GREENVILLE, LAURENS, LEXINGTON, OCONEE, PICKENS, RICHLAND AND SUMTER. A TOTAL OF 7,613 SURVEYS WERE COMPLETED ACROSS THE SEVEN COUNTIES. DATA AND INFORMATION GATHERING USED BOTH QUALITATIVE AND QUANTITATIVE METHODS. PRIMARY RESEARCH - QUALITATIVE AND QUANTITATIVE - WAS COLLECTED THROUGH INTERNAL DATA SOURCES, FOCUS GROUPS, COMMUNITY STAKEHOLDER INTERVIEWS AND COMMUNITY MEMBER SURVEYS. COMMUNITY AGENCIES PROVIDED SECONDARY RESEARCH DATA. PUBLIC HEALTH EXPERTS GUIDED THE TEAM'S OBJECTIVES IN DEVELOPING TOOLS, ANALYZING DATA AND PRIORITIZING NEEDS. CONSUMER SURVEYS, ONE TO ONE INTERVIEWS AND FOCUS GROUPS WERE CONDUCTED BETWEEN 3/2022 AND 6/2022. STATE AND LOCAL ELECTED OFFICIALS, MAJOR EMPLOYERS, COMMUNITY MEMBERS AND COMMUNITY ORGANIZATIONS THAT PROVIDE HEALTH SERVICES PROVIDED INPUT. INDIVIDUALS ACROSS MANY SECTORS OF THE COMMUNITY WERE SURVEYED, INCLUDING MEDICALLY UNDERSERVED, LOW INCOME AND MINORITY POPULATIONS. INDIVIDUALS CONSISTED OF THE FOLLOWING: HISPANIC COMMUNITY, RURAL COMMUNITY, LGBTQ COMMUNITY, GEN Z POPULATION, SC DHEC, CBOS, HOMELESS SHELTERS, AND OTHER ORGANIZATIONS THAT PROVIDE HEALTH SERVICES. Schedule H, Part V, Section B, Line 6a Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. PRISMA HEALTH-MIDLANDS, PRISMA HEALTH-UPSTATE, PRISMA HEALTH TUOMEY, AND THE SHRINER'S HOSPITAL OF GREENVILLE ALL CONDUCTED THE CHNA JOINTLY. Schedule H, Part V, Section B, Line 11 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. THE COMMUNITY HEALTH NEEDS ASSESSMENT DOESN'T LIST ANY SIGNIFICANT NEEDS THAT THE HOSPITAL SYSTEM ISN'T ADDRESSING IN THE ORGANIZATIONS IMPLEMENTATION PLAN. THE 2021 COMMUNITY HEALTH NEEDS ASSESSMENT RESULTS INDICATED THREE DISTINCTIVE HEALTH ISSUES AND PRIORITY AREAS FOR INTERVENTION IN LEXINGTON, RICHLAND, SUMTER, GREENVILLE, OCONEE, PICKENS AND LAURENS COUNTY. THOSE NEEDS ARE: 1. MENTAL HEALTH 2. OVERWEIGHT AND OBESITY 3. HEART DISEASE AND STROKE PRISMA HEALTH IS ADDRESSING ALL THE NEEDS IDENTIFIED BY THE COMMUNITY HEALTH NEEDS ASSESSMENT. DURING THE NEXT THREE YEARS, PRISMA HEALTH IS COMMITTED TO PARTNERING WITH HEALTH CARE AND COMMUNITY LEADERS TO PRIORITIZE AND SELECT CRITICAL AREAS FOR INTERVENTION AND ACTION PLANNING. PRISMA HEALTH HAS OUTLINED STRATEGIES FOR PRIORITY AREAS IN PARTNERSHIP WITH VARIOUS COMMUNITY PARTNERS. PLEASE SEE THE COMMUNITY HEALTH NEEDS ASSESSMENT IMPLEMENTATION PLAN AT THE FOLLOWING LINK: HTTPS://PRISMAHEALTH.ORG/PDFS/2022-CHNA-REPORT RESPONDING TO THE PANDEMIC: BEGINNING IN MARCH 2020, COVID-19 BROUGHT NEW AND AMPLIFIED EXISTING HEALTH CONCERNS AND CONSIDERATIONS FOR THE COMMUNITY AND HEALTHCARE PROFESSIONALS. FOR THOSE NEEDING HOSPITALIZATION, PRISMA HEALTH TREATED 30% OF THE STATE'S COVID-19 PATIENTS. IN JANUARY 2021, PRISMA HEALTH CREATED MASS VACCINATION SITES AT SEVERAL FACILITIES, TAKING A LEADERSHIP ROLE IN THE MIDLANDS AND UPSTATE. AT THE VACCINATION PEAK JAN. 22, 2021; 9,656 SHOTS WERE ADMINISTERED. ADDITIONALLY, SIX MOBILE UNITS WERE OUTFITTED TO DISPENSE VACCINATIONS, TARGETING RESIDENTS IN RURAL AND UNDERSERVED AREAS. IN LARGE PART DUE TO COVID-19, PRISMA HEALTH'S VIRTUAL CARE PLATFORMS LOGGED MORE THAN 413,000 VISITS BY VIDEO, PHONE OR EVISIT. THESE OPTIONS HAVE BEEN PARTICULARLY HELPFUL FOR PEOPLE RELUCTANT TO SEEK ON-SITE CARE FOR OTHER HEALTH CONCERNS DURING THE PANDEMIC. Schedule H, Part V, Section B, Line 13 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. THERE IS A CATASTROPHIC CLAUSE WHICH ALLOWS FOR AN ALTERNATIVE MEANS OF QUALIFYING BASED ON SIGNIFICANT FINANCIAL HARDSHIP. Schedule H, Part V, Section B, Line 15 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. THE FINANCIAL ASSISTANCE POLICY EXPLAINS DIFFERENT METHODS FOR APPLYING FOR FINANCIAL ASSISTANCE BY: VISITING PRISMA HEALTH WEBSITE WITH ADDRESS LISTED, CONTACTING PRISMA HEALTH PATIENT FINANCIAL SERVICES WITH PHONE NUMBERS LISTED, MAILING A REQUEST WITH ADDRESSES LISTED, OR VISITING A PRISMA HEALTH FACILITY. Schedule H, Part V, Section B, Line 16 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. COMMUNITY CLINICS ARE AWARE OF AND HAVE INFORMATION REGARDING THE PRISMA HEALTH FINANCIAL ASSISTANCE POLICY. Schedule H, Part V, Section B, Line 20 Facility A, 1 Facility A, 1 - FACILITY REPORTING GROUP A. CONSPICUOUS POSTINGS IN THE HOSPITAL REGISTRATION AREAS INFORMING INDIVIDUALS OF THE FINANCIAL ASSISTANCE POLICY. 23 PRISMA HEALTH BEHAVORIAL CARE 720 GRACERN RD STE 120 COLUMBIA SC 292107657 PSYCHIATRY & NEUROLOGY, BEHAVIORAL NEUROLOGY, & NEUROPSYCHIATRY PRISMA HEALTH BEHAVORIAL CARE 1330 TAYLOR ST COLUMBIA SC 292012915 PSYCHIATRIC UNIT PRISMA HEALTH CANCER INST-RICHLAND 7 Richland Medical Park Dr Ste 104 COLUMBIA SC 292036863 OUTPATIENT CANCER TREATMENT PRISMA HEALTH DIABETES EDUCATION 9 MEDICAL PARK STE 205 COLUMBIA SC 292036859 CLINIC/CENTER MULTI-SPECIALTY PRISMA HEALTH DIABETES EDUCATION 1301 Taylor St Ste 3Q COLUMBIA SC 292012949 CLINIC/CENTER MULTI-SPECIALTY PRISMA HEALTH HOME HEALTH 1205 COLONIAL LIFE BLVD W COLUMBIA SC 292107671 HOME HEALTH PRISMA HEALTH HOSPICE MIDLANDS 1205 COLONIAL LIFE BLVD W COLUMBIA SC 292107671 HOSPICE CARE, COMMUNITY BASED PRISMA HEALTH HOSPICE-MIDLANDS NEWBER 1400 CAMELLIA AVENUE Newberry SC 291083098 HOSPICE CARE, COMMUNITY BASED PRISMA HEALTH PRIVATE SERVICES 1205 COLONIAL LIFE BLVD W COLUMBIA SC 292107671 VOLUNTARY OR CHARITABLE PRISMA HEALTH SENIOR PRIMARY CARE PRA 3010 FARROW RD STE 300 COLUMBIA SC 292037603 CLINIC/CENTER PRISMA HEALTH SENIOR PRIMARY CARE PRA 100 PALMETTO HEALTH PKWY STE G100 COLUMBIA SC 292121754 CLINIC/CENTER PRISMA HEALTH SENIOR PRIMARY CARE PRA 2133 WALKER SOLOMON WAY COLUMBIA SC 292041131 CLINIC/CENTER PRISMA HEALTH SENIORCARE 15 MEDICAL PARK DR STE 203 COLUMBIA SC 29203 CLINIC/CENTER Prisma Health Family Medicine-Bishopville 116 Hospital SQ Bishopville SC 290107081 PRIMARY CARE Prisma Health Family Medicine Winnsboro 56 US Highway 321 BYP N Winnsboro SC 291807100 PRIMARY CARE Prisma Health Infusion Center-Richland 3010 Farrow Rd Ste 110 COLUMBIA SC 292037603 OUTPATIENT CANCER TREATMENT Prisma Health Cardiac Rehabilitation-Baptist Parkridge 300 Palmetto Health Pkwy Ste 201 Columbia SC 202121762 Cardiovascular Diagnostic Prisma Health Outpatient Pediatric Pulmonology 9 Richland Medical Park Dr Ste 505 Columbia SC 292036844 Outpatient Pulmonology Care Prisma Health Ped Oncology 14 Richland Medical Park Ste 410 Columbia SC 292036878 Diagnostic Services and Treatments for Children Prisma Health Pediatric HematologyOncology 7 Richland Medical Park Dr Ste 215 Columbia SC 292036863 Diagnostic Services and Treatments for Children Prisma Health Richland Inpatient Pediatric Rehabilitation 5 Richland Medical Park Dr Columbia SC 292036863 Inpatient Rehabilitation Prisma Health Richland Springs Hospital 11 Richland Medical Park Dr Columbia SC 292036863 Behavioral Care Prisma Health Assertive Community Treatment Team 1515 Richland St Ste A Columbia SC 292012609 Outpatient Behavioral Therapy Schedule H, Part V, Section C FACILITY REPORTING GROUP A CONSISTS OF: FACILITY 1: PRISMA HEALTH RICHLAND FACILITY 2: PRISMA HEALTH BAPTIST FACILITY 3: PRISMA HEALTH BAPTIST PARKRIDGE Schedule H, Part I, Line 7 DESCRIBE SUBSIDIZED HEALTH SERVICE COSTS FROM PHYSICIAN CLINIC ON LINE 7G THE SUBSIDIZED HEALTH SERVICES INCLUDE: 1. ORTHOPEDICS 2. OTHER Schedule H, Part I, Line 7 EXPLANATION OF COSTING METHODOLOGY USED FOR CALCULATING LINE 7 TABLE COSTING METHODOLOGY FOR INPATIENT AND OUTPATIENT SERVICES WERE DERIVED USING A COMBINATION OF IRS PROVIDED WORKSHEETS, INTERNAL COST ACCOUNTING SYSTEM AND PRISMA HEALTH-MIDLANDS' MEDICARE COST REPORT. Schedule H, Part I, Line 3c ASSISTANCE ELIGIBILITY CRITERIA Prisma Health utilizes Federal Poverty Guidelines (FPG) and Liquid Assets for determining eligibility for free or discounted care. Schedule H, Part I, Line 6a NAME OF RELATED ORGANIZATION THAT PREPARED COMMUNITY BENEFIT REPORT THE PRISMA HEALTH-MIDLANDS' COMMUNITY BENEFIT REPORT IS CONTAINED WITHIN THE PRISMA HEALTH COMMUNITY BENEFIT REPORT. Schedule H, Part III, Line 2 Bad debt expense - methodology used to estimate amount THE COST OF BAD DEBT IS FORMULATED BY MULTIPLYING THE APPROPRIATE COST TO CHARGE RATIO FOR EACH ENTITY BY THE ACTUAL BAD DEBT CHARGES FOR EACH CORRELATING ENTITY REPORTED WITHIN THE AUDITED FINANCIAL STATEMENTS. THIS AMOUNT IS THEN REDUCED BY A PORTION OF THE NET MEDICAID DSH REVENUE. Schedule H, Part III, Line 3 Bad Debt Expense Methodology OF THE ACCOUNTS IN BAD DEBT, AN INTERNAL REVIEW SHOWED THAT 26.9% WERE SELF-PAY WITH LOW PROPENSITY TO PAY SCORES. OF THESE, an estimated 94% OF THESE WOULD QUALIFY FOR CHARITY. Schedule H, Part III, Line 4 Bad debt expense - financial statement footnote SEE THE FY2024 FINANCIALS, NOTE 2 - REVENUE RECOGNITION AND PATIENT ACCOUNTS RECEIVABLE. Schedule H, Part III, Line 8 Community benefit & methodology for determining medicare costs THE AMOUNT WITHIN LINE 7 OF PART 3 REPRESENTS THE SHORTFALL AFTER COMPARING THE NET REVENUE AND COST OF PATIENTS CLASSIFIED AS MEDICARE WHO WERE NOT INCLUDED WITHIN THE SUBSIDIZED HEALTH SERVICE COMPONENT. THE SHORTFALL CONSISTS OF MEDICARE PATIENTS THAT INCURRED A LOSS AFTER USING DATA FORMULATED WITHIN THE INTERNAL COST ACCOUNTING SYSTEM ($136.2 MILLION). THE MEDICARE ALLOWABLE COST WAS DETERMINED USING A FACILITY SPECIFIC COST ACCOUNTING SYSTEM. THIS TOOL ALLOCATED BOTH DIRECT AND INDIRECT COST FOR ALL MEDICARE PATIENTS BASED ON THE UTILIZATION OF THE UNIQUE SERVICES PROVIDED TO THOSE PATIENTS. Schedule H, Part III, Line 9b Collection practices for patients eligible for financial assistance PRISMA HEALTH WILL NOT ENGAGE IN EXTRAORDINARY COLLECTION ACTIONS AGAINST AN INDIVIDUAL TO OBTAIN PAYMENT FOR CARE BEFORE MAKING REASONABLE EFFORTS TO DETERMINE WHETHER THE INDIVIDUAL IS ELIGIBLE FOR FINANCIAL ASSISTANCE UNDER THIS FINANCIAL ARRANGEMENTS AND ASSISTANCE POLICY. PRISMA HEALTH REVENUE CYCLE ADMINISTRATION HAS FINAL RESPONSIBILITY FOR OUTLINING PROCESSES ENSURING THE HOSPITAL FACILITY HAS MADE REASONABLE EFFORTS TO DETERMINE WHETHER AN INDIVIDUAL IS FINANCIAL ASSISTANCE ELIGIBLE BEFORE ENGAGING IN ECAS. HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE Schedule H, Part V, Section B, Line 16a FAP website A - PRISMA HEALTH RICHLAND: Line 16a URL: HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE; Schedule H, Part V, Section B, Line 16b FAP Application website A - PRISMA HEALTH RICHLAND: Line 16b URL: HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE; Schedule H, Part V, Section B, Line 16c FAP plain language summary website A - PRISMA HEALTH RICHLAND: Line 16c URL: HTTPS://PRISMAHEALTH.ORG/PATIENTS-AND-GUESTS/BILLING-AND-INSURANCE/FINANCIAL-ASSISTANCE; Schedule H, Part VI, Line 2 Needs assessment A DESCRIPTION OF HOW PRISMA HEALTH-MIDLANDS CONDUCTS ITS NEEDS ASSESSMENT CAN BE FOUND AT THE FOLLOWING LINK: HTTPS://PRISMAHEALTH.ORG/SERVICES/OTHER-SERVICES/COMMUNITY-HEALTH/COMMUNITY-HEALTH-NEEDS-ASSESSMENT Schedule H, Part VI, Line 3 Patient education of eligibility for assistance PLEASE REFER TO PART V, SECTION B, LINE 16 QUESTIONS AND DISCLOSURE. Schedule H, Part VI, Line 4 Community information PRISMA HEALTH'S GEOGRAPHICAL SERVICE AREAS INCLUDE RURAL, URBAN AND SUBURBAN COMMUNITIES. KNOWN AS THE MIDLANDS AND UPSTATE REGIONS, THE FOLLOWING COUNTIES REPRESENT PRISMA HEALTH'S SERVICE AREAS: RICHLAND, LEXINGTON, SUMTER, LAURENS, OCONEE, GREENVILLE AND PICKENS, RESPECTIVELY. In 2021, the 7-county population breakdown was: population 1,636,271, median household income $53,232, an average of 14.9% below the FPL, and an average of 13% uninsured. Four hospitals are also in the area and serve the community. Schedule H, Part VI, Line 5 Promotion of community health PLEASE SEE PAGES 13-14 OF THE CHNA AT THE FOLLOWING LINK TO SEE WAYS PRISMA HEALTH PROMOTES COMMUNITY HEALTH: HTTPS://PRISMAHEALTH.ORG/SERVICES/OTHER-SERVICES/COMMUNITY-HEALTH/COMMUNITY-HEALTH-NEEDS-ASSESSMENT Schedule H, Part VI, Line 6 Affiliated health care system PRISMA HEALTH WAS FORMED TO CREATE A BETTER STATE OF HEALTH FOR SOUTH CAROLINA. PRISMA HEALTH IS STRIVING TO REACH THAT GOAL BY PROVIDING HIGH-QUALITY PATIENT CARE, DECREASING HEALTH DISPARITIES, REMOVING ACCESS BARRIERS, DEVELOPING NEW CLINICAL SERVICES AND ACADEMIC PROGRAMS, SHAPING HEALTH POLICY, AND ADDRESSING HEALTHCARE AFFORDABILITY. SEE HIGHLIGHTS AND STATISTICS IN ANNUAL REPORT AT THE FOLLOWING LINK : HTTPS://WWW.PRISMAHEALTH.ORG/PDFS/HIGHLIGHTS-AND-STATISTICS-REPORT-FY-2024 Schedule H, Part VI, Line 7 State filing of community benefit report SC true true false false false false false false false Joseph Campbell MD Director 0 501631 0 17331 0 1395 0 39150 0 25112 0 584619 0 0 Mark Crabbe MD Director 0 332421 0 1448 0 3414 0 55639 0 15931 0 408853 0 0 Troy Privette MD Director (start 7/17/24) 0 480264 0 17232 0 2549 0 61650 0 27094 0 588789 0 0 Michael T Burke Frmr EVP Chief Financial Officer (until 9/30/22) 0 0 0 294805 0 622577 0 9150 0 0 0 926532 0 0 Gregory J Rusnak Frmr EVP Chief Operating Officer (until 10/1/21) 0 0 0 0 0 515663 0 106080 0 0 0 621743 0 0 Howard P West Frmr EVP Chief Legal Officer (until 9/30/23) 0 557583 0 1157645 0 171384 0 61650 0 17316 0 1965578 0 0 Kristin L Wright Frmr Corporate Secretary (until 5/1/23) 0 88030 0 2662 0 204 0 8159 0 8382 0 107437 0 0 Matthew M Elsey EVP Chief Financial Officer 0 1022869 0 679444 0 45339 0 43123 0 30450 0 1821225 0 0 Matthew RM Fowler SVP-Deputy General Counsel (until 3/29/24) 0 379466 0 399422 0 38176 0 75836 0 30311 0 923211 0 8424 Alexander D Gladney EVP Chief Legal Officer and Secretary (start 9/5/23) 0 218352 0 50000 0 64327 0 8868 0 14357 0 355904 0 0 Clarence M Sevillian II EVP Chief Operating Officer 0 884459 0 917095 0 14855 0 284702 0 28097 0 2129208 0 0 Jean M Meyer Frmr SVP-Acute Care Svcs & Chief Nursing Exec (until 9/30/23) 0 639419 0 731598 0 14073 0 206058 0 9101 0 1600249 0 0 Carolyn R Swinton Frmr SVP Chief Nursing Officer (until 2/7/22) 0 0 0 0 0 215457 0 0 0 0 0 215457 0 58720 Elizabeth Tibbs SVP Chief Operating Officer, Medical Group (Vice Chair until 10/4/23) 0 387021 0 415671 0 107019 0 74273 0 21645 0 1005629 0 0 William C Gerard MD EVP Value Based Care/CMO Prisma Health Plans/CEO inVio Health Networks 0 720203 0 0 0 39973 0 138295 0 6027 0 904498 0 0 Jonathan L Gleason MD EVP Chief Clinical Officer (Chair) 0 827753 0 719532 0 12793 0 212462 0 32745 0 1805285 0 0 Malcolm W Isley EVP Chief Strategy Officer 0 358650 0 242536 0 113241 0 196905 0 28482 0 939814 0 28000 Amy E Linsin EVP Chief HR and Diversity Officer 0 554536 0 568446 0 91344 0 151618 0 22232 0 1388176 0 21887 James H Lucas SVP Government Affairs 0 346190 0 222792 0 86525 0 48014 0 17305 0 720826 0 0 Mark S O'Halla President and CEO of Prisma Health 0 2080621 0 0 0 107549 0 719039 0 27676 0 2934885 0 26369 Richard J Rogers SVP Chief Information Officer 0 648298 0 655439 0 64536 0 132606 0 22102 0 1522981 0 15394 Maryann Barnes CNO II (until 3/13/23) 76180 0 95410 0 309072 0 14919 0 2251 0 497832 0 15678 0 Caleb Buchanan COO- Facility 356307 0 221089 0 369 0 79363 0 28669 0 685797 0 0 0 Michael N Bundy CEO-Market 590401 0 473364 0 26569 0 106348 0 19542 0 1216224 0 7863 0 Zach Kiker Campus Physician Executive 418138 0 15808 0 897 0 31650 0 23039 0 489532 0 0 0 Christine M Ralyea CNO-Market 293773 0 177065 0 1941 0 71450 0 41450 0 585679 0 0 0 Schedule J, Part I, Line 1a HOUSING ALLOWANCE PRISMA HEALTH PROVIDES TEMPORARY HOUSING ALLOWANCES TO EXECUTIVES FOR THE PURPOSES OF RELOCATION ASSISTANCE. THE VALUE IS CALCULATED UNDER APPLICABLE TAX LAWS AND IS INCLUDED IN THE INCOME ON FORM 990. Schedule J, Part I, Line 3 ARRANGEMENT USED TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION PRISMA HEALTH - MIDLANDS IS AN INTEGRAL PART OF PRISMA HEALTH, A SOUTH CAROLINA HEALTHCARE SYSTEM AND RELIES UPON PRISMA HEALTH TO ESTABLISH THE COMPENSATION PHILOSOPHY OF THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER. THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER IS PAID BY A RELATED TAX-EXEMPT ORGANIZATION, PRISMA HEALTH, AND IS DISCLOSED AS A PERSON PAID BY A RELATED ORGANIZATION. SEE SCHEDULE O, PART VI, LINE 15A FOR THE PROCESS USED BY PRISMA HEALTH. Schedule J, Part I, Line 4a SEVERANCE OR CHANGE-OF-CONTROL PAYMENT THE FOLLOWING EMPLOYEES RECEIVED A SEVERANCE PAYMENT UPON TERMINATION OF THEIR EMPLOYMENT CONTRACT. AMOUNTS RECEIVED ARE AS FOLLOWS: MARYANN BARNES - $250,724 CAROLYN SWINTON - $156,464 ELIZABETH TIBBS - $97,344 GREGORY RUSNAK - $515,663 MICHAEL BURKE - $622,577 Schedule J, Part I, Line 4b SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN THE 457(F) PLAN IS PROVIDED TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES (WITHIN THE MEANING OF SECTIONS 201(2), 301(A)(3) AND 401(A)(1) OF ERISA) OF PRISMA HEALTH AND SUBSIDIARIES WHO CONTRIBUTE SIGNIFICANTLY TO THE FUTURE BUSINESS SUCCESS OF THE COMPANY WITH SUPPLEMENTAL RETIREMENT INCOME THROUGH COMPANY CONTRIBUTIONS. EMPLOYEES ELIGIBLE FOR THE PROGRAM ARE APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD. THOSE ELIGIBLE RECEIVE A 13-23 PERCENT CONTRIBUTION ON AN ANNUAL BASIS BASED ON PRIOR FISCAL YEAR BASE COMPENSATION. THE FOLLOWING EMPLOYEES RECEIVED DISTRIBUTIONS FROM THEIR 457(F) PLANS: MATTHEW FOWLER - $8,424 MARK O'HALLA - $26,369 RICH ROGERS - $15,394 AMY LINSIN - $21,887 MALCOLM ISLEY - $28,453 MICHAEL BUNDY - $7,863 MARYANN BARNES - $15,751 CAROLYN SWINTON - $58,994 BENEFITS ACCRUING UNDER THE PRISMA HEALTH PENSION PLAN ARE FROZEN. THE ACCRUAL AMOUNTS REPORTED IN SCH. J, PART II, COLUMN C, REFLECT THE CHANGE IN ACTUARIAL VALUE DURING THE YEAR. SPLIT DOLLAR LIFE INSURANCE PARTICIPANTS ARE MICHAEL BURKE, MALCOLM ISLEY, AMY LINSIN, MARK O'HALLA, GREGORY RUSNAK, CLARENCE SEVILLIAN, MATTHEW ELSEY, WILLIAM GERARD AND ALEXANDER GLADNEY. THE ORGANIZATION DEPOSITED FUNDS INTO LIFE INSURANCE POLICIES ON THE PARTICIPANT'S LIFE. DURING LIFE, AND SUBJECT TO THE POLICIES GENERATING SUFFICIENT VALUES, THE PARTICIPANT CAN BORROW FROM ONE OF THE POLICIES. THE BORROWING IS MONITORED AND LIMITED SO THE POLICIES DO NOT LAPSE. AT THE PARTICIPANT'S DEATH, THE ORGANIZATION RECOVERS AN AMOUNT GENERALLY EQUAL TO ITS PREMIUMS PLUS INTEREST. PARTICIPANTS IN THE PLAN HAVE SIGNED WRITTEN REPRESENTATIONS UNDER REG. 1.78782.15(D)(2) AND THOSE REPRESENTATIONS ARE MAINTAINED ON FILE BY PRISMA HEALTH. A SC JOBS - ECONOMIC DEVELOPMENT AUTH 570960018 83703FHQ8 2019-05-01 120000000 SEE PART VI false false false A 120000000 120000000 2019 true false true true A false true false false 0.0 0.0 0.0 false false true A false false true false false false false false true A true Schedule K, Part I, Column (a) ROWS A ISSUER NAME: SOUTH CAROLINA JOBS - ECONOMIC DEVELOPMENT AUTHORITY. Schedule K, Part I, Column (f) ROW A DESCRIPTION OF PURPOSE: RE-ISSUANCE OF SERIES 2016 ORIGINALLY ISSUED ON 4/28/2016. Schedule K, Part II, Line 11 COLUMN A THE OTHER SPENT PROCEEDS ARE THE REFUNDING PROCEEDS THAT ARE NO LONGER IN ESCROW. Schedule K, Part III, Line 2 COLUMN A THE LEASES OCCURRING IN BOND FINANCED PROPERTY ARE COVERED BY EQUITY CONTRIBUTIONS TO THE PROJECT AND THEREFORE DO NOT GENERATE ANY PRIVATE BUSINESS USE. Form 990, Part VI, Line 6 Classes of members or stockholders PRISMA HEALTH-MIDLANDS HAS FOUR MEMBERS: RICHLAND MEMORIAL HOSPITAL (CLASS R MEMBER), BAPTIST HEALTHCARE SYSTEM OF SC, INC. (CLASS B MEMBER), TUOMEY (CLASS T MEMBER), AND PRISMA HEALTH (CLASS HC MEMBER). Form 990, Part VI, Line 7a Members or stockholders electing members of governing body SIX (6) DIRECTORS SHALL BE NOMINATED AND ELECTED BY RICHLAND (THE "RICHLAND DIRECTORS"), SIX (6) DIRECTORS SHALL BE NOMINATED AND ELECTED BY BAPTIST (THE "BAPTIST DIRECTORS"), AND THREE (3) DIRECTORS SHALL BE NOMINATED AND ELECTED BY THE CLASS T MEMBER (THE "TUOMEY DIRECTORS"), THE RICHLAND DIRECTORS, THE BAPTIST DIRECTORS, AND THE TUOMEY DIRECTORS ARE REFERRED TO COLLECTIVELY AS THE "ELECTED DIRECTORS". THE CHAIR OF THE BOARD OF TRUSTEES OF THE CLASS R MEMBER WILL BE ONE OF THE RICHLAND DIRECTORS, THE CHAIR OF THE BOARD OF TRUSTEES OF THE CLASS B MEMBER WILL BE ONE OF THE BAPTIST DIRECTORS, AND THE CHAIR OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER SHALL BE ONE OF THE TUOMEY DIRECTORS, WITH ALL THREE (COLLECTIVELY, THE "3 CHAIRS") SERVING FOR A TERM EQUAL TO HIS OR HER TERM AS CHAIR OF A BOARD AND OTHERWISE WITHOUT TERM LIMITS. NOTWITHSTANDING THE FOREGOING, (I) AT LEAST ONE (1) RICHLAND DIRECTOR AND ONE (1) BAPTIST DIRECTOR SHALL BE A LICENSED PHYSICIAN OR DENTIST; (II) AT LEAST ONE (1) TUOMEY DIRECTOR SHALL BE A LICENSED PHYSICIAN AND AN ACTIVE MEMBER OF THE MEDICAL STAFF OF PRISMA HEALTH TUOMEY; (III) THE TUOMEY DIRECTOR WHO IS NOT A LICENSED PHYSICIAN OR CHAIR SHALL BE A MEMBER OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER; AND (IV) APPOINTMENT AND REAPPOINTMENT OF THE TWO (2) TUOMEY DIRECTORS WHO ARE NOT THE CHAIR OF THE BOARD OF DIRECTORS OF THE CLASS T MEMBER ARE SUBJECT TO THE CONSENT OF THE BOARD, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, AND FOR WHICH PURPOSE ALL TUOMEY DIRECTORS ARE DEEMED TO HAVE A CONFLICT OF INTEREST AND THEREFORE ARE INELIGIBLE TO VOTE. ADDITIONALLY, THREE (3) DIRECTORS SHALL BE APPOINTED BY THE BOARD FOLLOWING NOMINATIONS. THE ELECTED DIRECTORS AND THE APPOINTED DIRECTORS WILL BE REFERRED TO COLLECTIVELY AS THE "DIRECTORS." THE CLASS HC MEMBER SHALL HAVE NO AUTHORITY TO ELECT, APPOINT, OR REMOVE ANY DIRECTORS. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE MEMBERS' AUTHORITY AND PRIVILEGES SHALL BE LIMITED TO THOSE SET FORTH BELOW. THE RIGHT TO ELECT, SOLELY BY CLASS, THE NUMBER OF DIRECTORS SPECIFIED IN, AND IN ACCORDANCE WITH THE RIGHT TO REMOVE, SOLELY BY CLASS, DIRECTORS. THE APPROVAL OF THE CLASS R MEMBER AND THE CLASS B MEMBER SHALL BE REQUIRED IN ORDER FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT THE MEMBERS MAY NOT INITIATE, OR WITHOUT ACTION BY THE BOARD CAUSE, THE APPROVAL OF ANY SUCH ACTIONS: (I) ANY CHANGE IN THE BOARD THAT WOULD RESULT IN THOSE DIRECTORS SELECTED BY THE CLASS R AND CLASS B MEMBERS COMPRISING, ON A COMBINED BASIS, LESS THAN A MAJORITY OF THE TOTAL NUMBER OF DIRECTORS; (II) ANY CHANGE THAT WOULD RESULT IN THE CLASS R MEMBER HAVING THE RIGHT TO ELECT A DIFFERENT NUMBER OF DIRECTORS THAN THE CLASS B MEMBER; (III) ANY CHANGE IN A CLASS R OR CLASS B MEMBER'S RIGHTS REGARDING THE ELECTION OR REMOVAL OF DIRECTORS; AND (IV) ANY AMENDMENT OR REPEAL OF THESE BYLAWS THAT WOULD AFFECT ANY AUTHORITY OR PRIVILEGE OF A CLASS R MEMBER OR A CLASS B MEMBER. THE APPROVAL OF THE CLASS B MEMBER, THE CLASS R MEMBER, AND THE CLASS HC MEMBER SHALL BE REQUIRED FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE: (I) APPROVAL OF ANY AMENDMENT TO, OR REPEAL OF, THE ARTICLES OF INCORPORATION OF THE CORPORATION (THE "ARTICLES") WHICH AFFECTS ANY AUTHORITY OR PRIVILEGE OF ANY MEMBER STATED IN THESE BYLAWS; (II) APPROVAL OF THE DISSOLUTION, CONVERSION, OR LIQUIDATION (INCLUDING ANY BANKRUPTCY OR INSOLVENCY FILING WITH RESPECT TO THE CORPORATION AS DEBTOR) OF THE CORPORATION THAT AFFECTS ANY DISTRIBUTION UPON OR IN CONNECTION WITH A DISSOLUTION; AND (III) APPROVAL OF ANY MATERIAL AMENDMENT TO OR TERMINATION OF THE CERTIFICATE OF PUBLIC ADVANTAGE DATED MAY 8, 1997, AND ISSUED BY THE SOUTH CAROLINA DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL, AS AMENDED FROM TIME TO TIME. ONLY THE APPROVAL OF THE CLASS HC MEMBER, IN CONSULTATION WITH THE BOARD, SHALL BE REQUIRED IN ORDER FOR ANY OF THE FOLLOWING ACTIONS TO BE EFFECTIVE: (I) ANY CHANGE IN THE MISSION STATEMENT, PURPOSE STATEMENT, VISION STATEMENT OR SIMILAR STATEMENT(S) OF THE CORPORATION; (II) SUBJECT TO ALL EXISTING ENCUMBRANCES AND OTHER COMMITMENTS AND TO FUTURE ENCUMBRANCES AND COMMITMENTS APPROVED BY HC, APPROVAL OF ANY MERGER, CONSOLIDATION, SALE OR LEASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; (III) APPROVAL OF THE ADDITION OF A MEMBER; (IV) THE CORPORATION'S ENTRY, DIRECTLY OR INDIRECTLY, INTO ANY JOINT VENTURE OR JOINT ENTERPRISE WITH ONE OR MORE THIRD PARTIES; (V) SUBJECT TO ALL EXISTING REAL PROPERTY LEASES, APPROVAL OF A MERGER, CONSOLIDATION, SALE, OR LEASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF BAPTIST EASLEY JOINT VENTURE F/K/A PALMETTO HEALTH BAPTIST EASLEY ("PHBE"), APPROVAL OF THE CONVERSION OF PHBE TO PRIMARILY AN OUTPATIENT FACILITY, OR APPROVAL OF THE DISCONTINUATION OF OPERATION OF PHBE; (VI) APPROVAL OF THE DISSOLUTION, CONVERSION, OR LIQUIDATION (INCLUDING ANY BANKRUPTCY OR INSOLVENCY FILING WITH RESPECT TO THE CORPORATION AS DEBTOR) OF THE CORPORATION THAT DOES NOT AFFECT ANY DISTRIBUTION UPON OR IN CONNECTION WITH A DISSOLUTION; AND (VII) ANY AMENDMENT OR REPEAL OF THESE BYLAWS THAT WOULD AFFECT ANY RIGHT, POWER, AND/OR DUTY OF THE CLASS HC MEMBER UNDER THESE BYLAWS, PROVIDED, THAT, THE CLASS HC MEMBER MAY NOT EXERCISE ANY POWER STATED OR CONTEMPLATED IN ANY MANNER THAT WOULD CAUSE THE CORPORATION OR ANY AFFILIATE OF THE CORPORATION TO BE IN BREACH OF ANY MATERIAL CONTRACTUAL COMMITMENT OR OBLIGATION OR LICENSURE REQUIREMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND, OR WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE TAX-EXEMPT STATUS OF THE CORPORATION OR ANY OF ITS AFFILIATES, OR WOULD REASONABLY BE EXPECTED TO GIVE RISE TO A DEFAULT UNDER OR A RIGHT TO ACCELERATE ANY INDEBTEDNESS OF THE CORPORATION OR ANY AFFILIATE OF THE CORPORATION. THE APPROVAL OF THE CORPORATION'S BOARD SHALL NOT BE REQUIRED FOR ANY OF SUCH ACTIONS, UNLESS OTHERWISE REQUIRED BY THESE BYLAWS OR BY APPLICABLE LAW. UPON APPROVAL BY THE BOARD OF ANY OF THE FOLLOWING ACTIONS, THE APPROVAL OF ALL MEMBERS SHALL BE REQUIRED IN ORDER FOR THE FOLLOWING ACTIONS TO BE EFFECTIVE; PROVIDED, HOWEVER, THAT THE MEMBERS MAY NOT INITIATE, OR WITHOUT ACTION BY THE BOARD, CAUSE THE APPROVAL OF SUCH ACTIONS: (I) ANY CHANGE IN THE BYLAWS REGARDING THE CLASS T MEMBER'S RIGHTS REGARDING THE NUMBER, ELECTION OR REMOVAL OF TUOMEY DIRECTORS; (II) ANY AMENDMENT TO, OR REPEAL OF, THE ARTICLES AS IT RELATES TO THE CLASS T MEMBER'S RIGHTS ARISING THEREUNDER; OR (III) ANY CHANGE IN THE TOTAL NUMBER OF DIRECTORS WHICH DOES NOT MAINTAIN TUOMEY'S APPROXIMATE PRO RATA NUMBER OF DIRECTORS, AS SUCH PRO RATA SHARE IS DESCRIBED IN THAT CERTAIN SUPPORT AGREEMENT BY AND BETWEEN PRISMA HEALTH-MIDLANDS AND PRISMA HEALTH TUOMEY DATED NOVEMBER 10, 2015. SUCH OTHER RIGHTS AND AUTHORITY AS CANNOT BE RESERVED EXCLUSIVELY TO THE BOARD UNDER THE SOUTH CAROLINA NONPROFIT CORPORATION ACT OF 1994, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "ACT"). CLASS T REMEDIAL RIGHTS. THE CLASS T MEMBER HAS CERTAIN REMEDIAL RIGHTS, WHICH MAY INCLUDE THE ULTIMATE RIGHT TO ACQUIRE CERTAIN ASSETS OF PALMETTO HEALTH TUOMEY (NOW KNOWN AS "PRISMA HEALTH TUOMEY"), ON THE TERMS AND CONDITIONS SET FORTH IN THAT CERTAIN SUPPORT AGREEMENT BY AND BETWEEN PRISMA HEALTH-MIDLANDS AND PRISMA HEALTH TUOMEY DATED NOVEMBER 10, 2015. UPON THE CONSUMMATION OF AN ACQUISITION, THE CLASS T MEMBER'S MEMBERSHIP IN THE CORPORATION SHALL AUTOMATICALLY TERMINATE. RESIGNATION. A MEMBER MAY RESIGN ITS MEMBERSHIP AT ANY TIME. THE RESIGNATION OF A MEMBER DOES NOT RELIEVE THE MEMBER FROM ANY OBLIGATIONS THE MEMBER MAY HAVE TO THE CORPORATION AS A RESULT OF OBLIGATIONS INCURRED OR COMMITMENTS MADE BEFORE RESIGNATION AND DOES NOT ENTITLE A MEMBER TO A DISTRIBUTION IN REGARD TO ITS MEMBERSHIP INTEREST. TRANSFER. NO MEMBER OF THE CORPORATION MAY TRANSFER A MEMBERSHIP OR ANY RIGHT ARISING THEREFROM WITHOUT THE CONSENT OF THE OTHER MEMBERS. NOTWITHSTANDING THE FOREGOING, (A) THE CLASS R MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE CLASS B MEMBER; (B) THE CLASS B MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE CLASS R MEMBER; (C) THE CLASS T MEMBER MAY MAKE A ONE-TIME TRANSFER OF ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON APPROVAL OF THE BOARD PURSUANT TO AND (D) OTHERWISE, THE CLASS T MEMBER MAY TRANSFER ALL, AND NOT LESS THAN ALL, OF ITS MEMBERSHIP RIGHTS UPON THE APPROVAL OF THE CLASS B AND CLASS R MEMBERS. PROVISION OF CARE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE BYLAWS, THE POWERS VESTED HEREIN WILL BE USED TO ENSURE THAT THE APPROPRIATE QUALITY OF HEALTHCARE AND ACCESS THERETO CONTINUES TO BE PROVIDED TO THE CITIZENS OF RICHLAND COUNTY AND OTHER COMMUNITIES SERVED BY PRISMA HEALTH-MIDLANDS. Form 990, Part VI, Line 11b Review of form 990 by governing body THE RETURN WAS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM WITH ASSISTANCE AND OVERSIGHT BY PRISMA HEALTH MANAGEMENT. THE RETURN WAS REVIEWED BY PRISMA HEALTH MANAGEMENT AND IN-HOUSE LEGAL COUNSEL PRIOR TO FILING WITH THE IRS. IN ADDITION, A COPY OF THE RETURN WAS PROVIDED TO THE PRISMA HEALTH-MIDLANDS BOARD OF DIRECTORS PRIOR TO FILING. Form 990, Part VI, Line 12c Conflict of interest policy THE DIRECTORS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO DISCLOSE ON AN ANNUAL BASIS ANY CONFLICTS OF INTEREST. THESE ARE REVIEWED BY CORPORATE COMPLIANCE AND WHEN APPROPRIATE BY THE LEGAL DEPARTMENTS OF PRISMA HEALTH. ADDITIONALLY, CORPORATE COMPLIANCE COMPARES ANNUAL DISCLOSURES BY EMPLOYED PHYSICIANS TO THOSE DISCLOSED BY VENDORS THROUGH THE OPEN PAYMENTS SYSTEMS. ANY EXCEPTIONS ARE REVIEWED AND COMMUNICATED TO THE CONFLICT OF INTEREST COMMITTEE AND THE DEPARTMENT CHAIRPERSON. IF PRISMA HEALTH DETERMINES THAT A PRISMA HEALTH TEAM MEMBER OR MEDICAL GROUP MEMBER COVERED BY THIS POLICY DID NOT COMPLY WITH THE TERMS OF THE CONFLICT OF INTEREST ANNUAL DISCLOSURE POLICY, OR IF PRISMA HEALTH DISCOVERS THAT ONE OF THESE INDIVIDUALS HAD A SIGNIFICANT FINANCIAL OR ORGANIZATIONAL INTEREST THAT WAS NOT DISCLOSED IN A TIMELY MANNER PURSUANT TO THIS POLICY, PRISMA HEALTH WILL CONDUCT A RETROSPECTIVE REVIEW, AND IF, UPON CONCLUSION OF THE REVIEW, THE PRISMA HEALTH CONFLICT OF INTEREST COMMITTEE FINDS THAT A CONFLICT OF INTEREST EXISTED THAT COULD HAVE AFFECTED THE DECISION-MAKING AND/OR INDEPENDENT JUDGEMENT OF THE INDIVIDUAL, PRISMA HEALTH WILL TAKE APPROPRIATE STEPS IN ACCORDANCE WITH THIS POLICY TO MANAGE OR ELIMINATE THE CONFLICT AND REPORT ITS FINDING TO THE APPROPRIATE PRISMA HEALTH ADMINISTRATIVE BODY. A TRANSACTION IN WHICH A DIRECTOR OF THE CORPORATION HAS A CONFLICT OF INTEREST MAY BE AUTHORIZED, APPROVED, OR RATIFIED BY THE VOTE OF THE BOARD OR A COMMITTEE OF THE BOARD IF THE MATERIAL FACTS OF THE TRANSACTION AND THE DIRECTOR'S INTEREST ARE DISCLOSED OR KNOWN TO THE BOARD OR COMMITTEE OF THE BOARD, AND THE DIRECTORS APPROVING THE TRANSACTION IN GOOD FAITH REASONABLY BELIEVE THAT THE TRANSACTION IS FAIR TO THE CORPORATION. A CONFLICT OF INTEREST TRANSACTION IS AUTHORIZED, APPROVED, OR RATIFIED IF IT RECEIVES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DIRECTORS OF THE BOARD OR ON THE COMMITTEE WHO HAVE NO DIRECT OR INDIRECT INTEREST IN THE TRANSACTION, BUT A TRANSACTION MAY NOT BE AUTHORIZED, APPROVED, OR RATIFIED UNDER THIS SECTION BY A SINGLE DIRECTOR. IF A MAJORITY OF THE DIRECTORS ON THE BOARD WHO HAVE NO DIRECT OR INDIRECT INTEREST IN THE TRANSACTION VOTE TO AUTHORIZE, APPROVE, OR RATIFY THE TRANSACTION, A QUORUM IS PRESENT FOR THE PURPOSE OF TAKING ACTION UNDER THIS SECTION. THE PRESENCE OF, OR A VOTE CAST BY, A DIRECTOR WITH A DIRECT OR INDIRECT INTEREST IN THE TRANSACTION DOES NOT AFFECT THE VALIDITY OF ANY ACTION TAKEN UNDER THIS SECTION IF THE TRANSACTION IS OTHERWISE APPROVED AS PROVIDED IN THIS SECTION. A RESOLUTION OF THE BOARD MAY IMPOSE ADDITIONAL REQUIREMENTS ON CONFLICT OF INTEREST TRANSACTIONS. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. Form 990, Part VIII, Line 2f Other Program Service Revenue Other Program Service Revenue - Total Revenue: 22474176, Related or Exempt Function Revenue: 22383639, Unrelated Business Revenue: 90537, Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances Equity Transfer to Related Organizations - -XXX-XX-XXXX; Increase in Interest in Affiliate Foundations - 9692008; OTHER CHANGES IN NET ASSETS - 1695550; Form 990, Part VI, Line 15 A & B PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL PRISMA HEALTH IS RESPONSIBLE FOR ESTABLISHING THE COMPENSATION PHILOSOPHY. AS PART OF THIS UNDERTAKING, THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF PRISMA HEALTH, WHICH IS COMPOSED SOLELY OF INDEPENDENT DIRECTORS OF PRISMA HEALTH, SETS THE COMPENSATION PAYABLE TO THE EXECUTIVES AND MANAGEMENT LEADERS EMPLOYED BY PRISMA HEALTH AND ITS RELATED ORGANIZATIONS WHO ARE CONSIDERED AS DISQUALIFIED PERSONS IN ACCORDANCE WITH SECTION 4958 OF THE CODE AND THE APPLICABLE COMPENSATION PHILOSOPHY TO MANAGERS, DIRECTORS, AND EMPLOYEES. THIS PROCESS OF INDEPENDENT ESTABLISHMENT AND REVIEW OF COMPENSATION BY THE PARENT ORGANIZATION OR THE SYSTEM IS CONSISTENT WITH THAT UTILIZED BY THE MAJORITY OF LARGE, MULTI-INSTITUTIONAL HEALTHCARE SYSTEMS. THE EXECUTIVE COMPENSATION COMMITTEE UTILIZES AN EXPERT INDEPENDENT COMPENSATION CONSULTANT RETAINED BY THE COMMITTEE TO PROVIDE AND EVALUATE COMPENSATION BASED ON COMPARABILITY DATA, MARKET CONDITIONS, COMPETITION FOR TALENT, AND OTHER SIGNIFICANT FACTORS. BASE COMPENSATION, VARIABLE INCENTIVE COMPENSATION, AND BENEFITS ARE ALL ESTABLISHED AND SET AFTER REVIEW BY THE COMMITTEE OF THIS DATA AND THE PERFORMANCE OF THE ORGANIZATION, AND REPORTS THE INDEPENDENT CONSULTANT ARE INCLUDED IN THE MINUTES OF THE DELIBERATION BY THE COMMITTEE. THIS PROCESS WAS LAST COMPLETED SEPTEMBER 2024. 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