BALLAD HEALTH: Form 990EZ, tax year 2015

View the entire original 990 at ProPublica ↗

Organization: BALLAD HEALTH (EIN 61-1771290)
Tax period: 2015-07-01 to 2016-06-30
Filed: 2017-05-09
IRS object ID: 201721299349200807
Schema version: 2015v3.0
Source: Download XML · Original 990 at ProPublica

Every field in the e-filed return. Faint text is the IRS element name, for citing.

Return header
Form 990-EZ
Schedule A
Schedule O

Return header ReturnHeader

Field	Value	IRS element (for citing)
Return	2017-05-09T07:13:52-05:00	ReturnTs
Tax Period End	2016-06-30	TaxPeriodEndDt
Return Type	990EZ	ReturnTypeCd
Tax Period Begin	2015-07-01	TaxPeriodBeginDt

Filer Filer

Field	Value	IRS element (for citing)
EIN	611771290	EIN

Business Name BusinessName

Field	Value	IRS element (for citing)
Business Name Line1	NEWCO INC	BusinessNameLine1Txt

Field	Value	IRS element (for citing)
Business Name Control	NEWC	BusinessNameControlTxt

US Address USAddress

Field	Value	IRS element (for citing)
Address Line1	211 COMMERCE ST STE 800	AddressLine1Txt
City	NASHVILLE	CityNm
State Abbreviation	TN	StateAbbreviationCd
ZIP	372011817	ZIPCd

Business Officer BusinessOfficerGrp

Field	Value	IRS element (for citing)
Person	ALAN LEVINE	PersonNm
Person Title	EXEC. CHAIR/PRES.	PersonTitleTxt
Signature	2017-05-05	SignatureDt

Field	Value	IRS element (for citing)
Tax	2015	TaxYr
Build TS	2021-01-29 14:40:06Z	BuildTS

Form 990-EZ IRS990EZ

Field	Value	IRS element (for citing)
Initial Return	Yes (X)	InitialReturnInd
Method Of Accounting Accrual	Yes (X)	MethodOfAccountingAccrualInd
Schedule B Not Required	Yes (X)	ScheduleBNotRequiredInd
Website Address	N/A	WebsiteAddressTxt
Organization501c3	Yes (X)	Organization501c3Ind
Type Of Organization Corp	Yes (X)	TypeOfOrganizationCorpInd

Form990 Total Assets Form990TotalAssetsGrp

Field	Value	IRS element (for citing)
BOY	$0	BOYAmt
EOY	$0	EOYAmt

Net Assets Or Fund Balances NetAssetsOrFundBalancesGrp

Field	Value	IRS element (for citing)
BOY	$0	BOYAmt
EOY	$0	EOYAmt

Field	Value	IRS element (for citing)
Info In Schedule O Part III	Yes (X)	InfoInScheduleOPartIIIInd
Primary Exempt Purpose	NEWCO, INC. ("NEWCO") WILL BECOME THE SOLE MEMBER OF MOUNTAIN STATES HEALTH ALLIANCE, INC. ("MSHA") AND WELLMONT HEALTH SYSTEM ("WELLMONT"), AND A SUPPORTING ORGANIZATION FOR MSHA AND WELLMONT. MSHA IS A PUBLIC BENEFIT CORPORATION AND THE PARENT COMPANY OF A LARGE MULTI-STATE NONPROFIT, TAX EXEMPT HEALTH CARE DELIVERY SYSTEM WHICH OPERATES HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. LIKEWISE, WELLMONT IS A PUBLIC BENEFIT CORPORATION WITH HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. NEWCO'S FORMATION WAS A RESPONSE TO CONCERNS OF MSHA AND WELLMONT REGARDING MEDICAL AND ACUTE CARE HOSPITAL SERVICES IN TENNESSEE AND VIRGINIA. WELLMONT AND MSHA SHARE A COMMON AND UNIFYING CHARITABLE MISSION TO PROVIDE HIGH QUALITY, AFFORDABLE HEALTH CARE AND HEALTH CARE-RELATED SERVICES; TO EXPAND ACCESS TO HEALTH CARE SERVICES; AND TO PROMOTE AND IMPROVE THE HEALTH CARE STATUS OF THE COMMUNITIES THEY SERVE. WELLMONT AND MSHA CONCLUDED THAT IT IS IN THE BEST INTERESTS	PrimaryExemptPurposeTxt

Program Srvc Accomplishment ProgramSrvcAccomplishmentGrp

Field	Value	IRS element (for citing)
Description Program Srvc Accom	NEWCO, INC. DID NOT INCUR REVENUE OR EXPENSES AND NO ACTIVITIES WERE PERFORMED DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE. NEWCO WAS ESTABLISHED TO SERVE AS THE PARENT COMPANY FOR WELLMONT HEALTH SYSTEM AND MOUNTAIN STATES HEALTH ALLIANCE UPON AFFILIATION BETWEEN THE TWO HEALTH SYSTEMS. AT JUNE 30, 2016, THE SYSTEMS WERE WORKING WITH THE STATES OF TENNESSEE AND VIRGINIA ON THE APPLICATION PROCESS REQUIRED TO OBTAIN APPROVAL FOR MERGER.	DescriptionProgramSrvcAccomTxt

Officer Director Trustee Empl OfficerDirectorTrusteeEmplGrp (8 entries)

TitleTitleTxt	Average Hrs Per Wk Devoted To PosAverageHrsPerWkDevotedToPosRt	CompensationCompensationAmt
BARBARA ALLEN
DIRECTOR	000.00	$0
GARY PEACOCK
DIRECTOR	000.00	$0
ROGER LEONARD
DIRECTOR	000.00	$0
ROGER MOWEN JR
DIRECTOR	000.00	$0
ALAN LEVINE
EXEC. CHAIR/	000.00	$0
ALICE POPE
CFO	000.00	$0
BART HOVE
CEO	000.00	$0
MARVIN EICHORN
COO	000.00	$0

Field	Value	IRS element (for citing)
Activities Not Previously Rpt	false	ActivitiesNotPreviouslyRptInd
Chg Made To Orgnzng Doc Not Rpt	false	ChgMadeToOrgnzngDocNotRptInd
Organization Had UBI	false	OrganizationHadUBIInd
Subject To Proxy Tax	false	SubjectToProxyTaxInd
Organization Dissolved Etc	false	OrganizationDissolvedEtcInd
Form1120 Pol Filed	false	Form1120PolFiledInd
Made Loans To From Officers	false	MadeLoansToFromOfficersInd
Engaged In Excess Benefit Trans	false	EngagedInExcessBenefitTransInd
Prohibited Tax Shelter Trans	false	ProhibitedTaxShelterTransInd

Books In Care Of Detail BooksInCareOfDetail

Field	Value	IRS element (for citing)
Person	BAKER DONELSON PC	PersonNm

US Address USAddress

Field	Value	IRS element (for citing)
Address Line1	211 COMMERCE ST STE 800	AddressLine1Txt
City	NASHVILLE	CityNm
State Abbreviation	TN	StateAbbreviationCd
ZIP	372011817	ZIPCd

Field	Value	IRS element (for citing)
Phone	6157265626	PhoneNum

Field	Value	IRS element (for citing)
Foreign Financial Account	false	ForeignFinancialAccountInd
Foreign Office	false	ForeignOfficeInd
Donor Advised Fnds	false	DonorAdvisedFndsInd
Operate Hospital	false	OperateHospitalInd
Tanning Services Provided	false	TanningServicesProvidedInd
Related Organization Ctrl Ent	false	RelatedOrganizationCtrlEntInd
Transaction With Control Ent	false	TransactionWithControlEntInd
Political Campaign Acty	false	PoliticalCampaignActyInd
Lobbying Activities	false	LobbyingActivitiesInd
School Operating	false	SchoolOperatingInd
Trnsfr Exmpt Non Chrtbl Rltd Org	false	TrnsfrExmptNonChrtblRltdOrgInd
Part VI Of Comp Of Hghst Pd Empl	NONE	PartVIOfCompOfHghstPdEmplTxt
Part VI Hghst Pd Cntrct Prof Srvc	NONE	PartVIHghstPdCntrctProfSrvcTxt
Filed Schedule A	Yes (true)	FiledScheduleAInd

Schedule A IRS990ScheduleA

Field	Value	IRS element (for citing)
Supporting Organization509a3	Yes (X)	SupportingOrganization509a3Ind
Supporting Org Type2	Yes (X)	SupportingOrgType2Ind
IRS Written Determination	Yes (X)	IRSWrittenDeterminationInd
Supported Organizations	2	SupportedOrganizationsCnt

Supported Org Information SupportedOrgInformationGrp (2 entries)

EINEIN	Organization TypeOrganizationTypeCd	Governing Document ListedGoverningDocumentListedInd	SupportSupportAmt	Other SupportOtherSupportAmt
MOUNTAIN STATES HEALTH ALLIANCE
620476282	3	Yes (true)	$0	$0
WELLMONT HEALTH SYSTEM
621636465	3	Yes (true)	$0	$0

Field	Value	IRS element (for citing)
Supported Organizations Total	2	SupportedOrganizationsTotalCnt
Other Support Sum	$0	OtherSupportSumAmt

Form990 Sch A Supporting Org Form990SchASupportingOrgGrp

Field	Value	IRS element (for citing)
Listed By Name Governing Doc	Yes (true)	ListedByNameGoverningDocInd
Suprt Org No IRS Determination	false	SuprtOrgNoIRSDeterminationInd
Supported Org Section C456	false	SupportedOrgSectionC456Ind
Supported Org Not Organized US	false	SupportedOrgNotOrganizedUSInd
Organization Change Suprt Org	false	OrganizationChangeSuprtOrgInd
Support Non Supported Org	false	SupportNonSupportedOrgInd
Payment Substantial Contribtr	false	PaymentSubstantialContribtrInd
Loan Disqualified Person	false	LoanDisqualifiedPersonInd
Controlled Disqualified Prsn	false	ControlledDisqualifiedPrsnInd
Disqualified Prsn Controll Int	false	DisqualifiedPrsnControllIntInd
Disqualified Prsn Ownr Int	false	DisqualifiedPrsnOwnrIntInd
Excess Business Holdings Rules	false	ExcessBusinessHoldingsRulesInd
Excess Business Holdings	false	ExcessBusinessHoldingsInd
Contribution Controller	false	ContributionControllerInd
Contribution Family	false	ContributionFamilyInd
Contribution35 Controlled	false	Contribution35ControlledInd

Field	Value	IRS element (for citing)
Majority Dir Trst Supported Org	false	MajorityDirTrstSupportedOrgInd

Form990 Schedule A Part VI Form990ScheduleAPartVIGrp

Field	Value	IRS element (for citing)
Form And Line Reference	PART IV, SECTION C, LINE 1	FormAndLineReferenceDesc
Explanation	DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE, AN INTERIM BOARD OF DIRECTORS WAS ESTABLISHED, COMPRISED OF TWO EXISTING BOARD MEMBERS FROM WELLMONT HEALTH SYSTEM ("WELLMONT") AND TWO BOARD MEMBERS FROM MOUNTAIN STATES HEALTH ALLIANCE ("MSHA"). THIS FOUR-MEMBER INTERIM BOARD DOES NOT REPRSENT A MAJORITY OF EITHER MSHA OR WELLMONT'S EXISTING BOARDS. MSHA'S CEO AND WELLMONT'S CFO WERE APPOINTED AS NEWCO, INC.'S INTERIM OFFICERS. UPON THE EFFECTIVE DATE OF AFFILIATION BETWEEN WELLMONT AND MSHA, THE INTERIM DIRECTORS WILL RESIGN AND NEWCO'S FULL BOARD WILL BE SELECTED. PURSUANT TO NEWCO'S BYLAWS, NEWCO'S DIRECTORS WILL ALSO BE DIRECTORS OF MSHA AND WELLMONT.	ExplanationTxt

Schedule O IRS990ScheduleO

Supplemental Information Detail SupplementalInformationDetail (2 entries)

Form And Line ReferenceFormAndLineReferenceDesc	ExplanationExplanationTxt
FORM 990-EZ, PART III	NEWCO, INC. ("NEWCO") WILL BECOME THE SOLE MEMBER OF MOUNTAIN STATES HEALTH ALLIANCE, INC. ("MSHA") AND WELLMONT HEALTH SYSTEM ("WELLMONT"), AND A SUPPORTING ORGANIZATION FOR MSHA AND WELLMONT. MSHA IS A PUBLIC BENEFIT CORPORATION AND THE PARENT COMPANY OF A LARGE MULTI-STATE NONPROFIT, TAX EXEMPT HEALTH CARE DELIVERY SYSTEM WHICH OPERATES HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. LIKEWISE, WELLMONT IS A PUBLIC BENEFIT CORPORATION WITH HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. NEWCO'S FORMATION WAS A RESPONSE TO CONCERNS OF MSHA AND WELLMONT REGARDING MEDICAL AND ACUTE CARE HOSPITAL SERVICES IN TENNESSEE AND VIRGINIA. WELLMONT AND MSHA SHARE A COMMON AND UNIFYING CHARITABLE MISSION TO PROVIDE HIGH QUALITY, AFFORDABLE HEALTH CARE AND HEALTH CARE-RELATED SERVICES; TO EXPAND ACCESS TO HEALTH CARE SERVICES; AND TO PROMOTE AND IMPROVE THE HEALTH CARE STATUS OF THE COMMUNITIES THEY SERVE. WELLMONT AND MSHA CONCLUDED THAT IT IS IN THE BEST INTERESTS OF THE RESIDENTS OF THE RESPECTIVE COMMUNITIES THAT THEY COMBINE THEIR ORGANIZATIONS BY ESTABLISHING A SINGLE PARENT COMPANY (NEWCO) TO OVERSEE ALL OF THE ASSETS AND OPERATIONS OF THE PREVIOUSLY SEPARATE OPERATIONS AND ALL OF THEIR RESPECTIVE AFFILIATES FOR THE PURPOSE OF ENHANCING THE PROVISION OF HIGH QUALITY AND COST EFFECTIVE HEALTH CARE THAT SUCH A UNIFIED STRUCTURE WILL FACILITATE, AND FOR THE PURPOSE OF POSITIONING THE COMBINED SYSTEMS TO ADAPT EFFECTIVELY TO THE CHANGES TAKING PLACE LOCALLY AND NATIONALLY IN THE HEALTH CARE DELIVERY AND FINANCING SYSTEMS. IN ADDITION, NEWCO'S PURPOSES INCLUDE THE PROMOTION OF HIGH-QUALITY, AFFORDABLE HEALTH CARE SERVICES, IMPROVING ACCESS TO HEALTH CARE, AND PROMOTING AND IMPROVING THE HEALTH CARE STATUS OF THE COMMUNITIES IT SERVES. THESE PURPOSES WILL BE ACHIEVED THROUGH ITS OWNERSHIP AND MANAGEMENT OF MSHA AND WELLMONT, WHICH WILL IN TURN PROVIDE ACUTE CARE HOSPITAL AND PROFESSIONAL MEDICAL SERVICES, AND ARE IN SUPPORT AND IN FURTHERANCE OF WELLMONT'S AND MSHA'S MISSION TO PROMOTE HIGH-QUALITY HEALTH CARE SERVICES FOR A BROAD CROSS SECTION OF THE COMMUNITY. THE HEALTH CARE SYSTEM OPERATED BY NEWCO, MSHA, WELLMONT AND THEIR AFFILIATES WILL- ESTABLISH NEW UNIFYING MISSION, VISION, AND VALUES STATEMENTS THAT HONOR OUR HERITAGE AND CHARTER OUR FUTURE BE ONE OF THE STRONGEST HEALTH SYSTEMS IN THE COUNTRY, KNOWN FOR OUTSTANDING CLINICAL OUTCOMES AND SUPERIOR PATIENT EXPERIENCES BE ONE OF THE BEST HEALTH SYSTEM EMPLOYERS IN THE COUNTRY AND ONE OF THE MOST ATTRACTIVE HEALTH SYSTEMS FOR PHYSICIANS AND EMPLOYEE TEAM MEMBERS CREATE NEW MODELS OF JOINT PHYSICIAN AND ADMINISTRATIVE LEADERSHIP TO SHAPE THE FUTURE OF HEALTH CARE IN OUR REGION THROUGH SUBSTANTIAL PHYSICIAN INFLUENCE AND DIRECTION PARTNER WITH PHYSICIANS TO ACHIEVE BETTER QUALITY AT LOWER COST FOR PATIENTS, BUSINESSES, AND PAYERS ACHIEVE LONG-TERM FINANCIAL STABILITY AND SUSTAINABILITY THROUGH WISE STEWARDSHIP OF RESOURCES, AVOIDANCE OF WASTE, AND SOUND FISCAL MANAGEMENT ADVANCE HIGH-LEVEL SERVICES SO THAT MORE PEOPLE CAN RECEIVE THE CARE THEY NEED CLOSE TO HOME BE A NATIONAL MODEL FOR RURAL HEALTH CARE DELIVERY AND RURAL ACCESS TO CARE WORK WITH REGIONAL EDUCATIONAL AND ALLIED HEALTH PARTNERS TO IDENTIFY HEALTH GAPS AND DISPARITIES AND EFFECTIVELY MEET COMMUNITY HEALTH NEEDS CREATE AN EFFICIENT, HIGH QUALITY HEALTH CARE SYSTEM THAT ATTRACTS EMPLOYERS TO OUR REGION AND CREATES LONG-TERM ECONOMIC OPPORTUNITY BUILD NEW POPULATION HEALTH MODELS AND LEVERAGE ELECTRONIC HEALTH RECORDS AND COMMUNITY ENGAGEMENT PROGRAMS TO REDUCE UNHEALTHY BEHAVIORS AND IMPROVE THE OVERALL HEALTH STATUS OF OUR REGION WORK WITH ACADEMIC PARTNERS, IN PARTICULAR EAST TENNESSEE STATE UNIVERSITY, IN NEW WAYS TO BOLSTER MEDICAL SCHOOL AND ALLIED HEALTH PROGRAMS AND ATTRACT RESEARCH INVESTMENTS ESTABLISH INNOVATIVE PHILANTHROPIC PARTNERSHIPS FOR HEALTH CARE ADVANCEMENT NEWCO WILL OPERATE, AND CAUSE MSHA AND WELLMONT TO OPERATE, IN ACCORDANCE WITH THE "COMMUNITY BENEFIT STANDARDS" AS THEY APPLY TO CODE SECTION 501 (C)(3) HOSPITAL NON-PROFIT CORPORATIONS, INCLUDING, WITHOUT LIMITATION, THE (I) ACCEPTANCE OF ALL MEDICARE AND MEDICAID PATIENTS, (II) ACCEPTANCE OF ALL EMERGENCY PATIENTS WITHOUT REGARD TO ABILITY TO PAY, (III) MAINTENANCE OF AN OPEN MEDICAL STAFF (SUBJECT TO CERTAIN EXCLUSIVE PHYSICIAN SERVICE ARRANGEMENTS IN CONNECTION WITH THE PROVISION OF HOSPITAL-BASED SPECIALTY MEDICAL SERVICES APPROVED BY THE GOVERNING BODY OF NEWCO FROM TIME TO TIME), (IV) PROVISION OF PUBLIC HEALTH PROGRAMS OF EDUCATIONAL BENEFIT TO THE COMMUNITY, AND (V) GENERAL PROMOTION OF PUBLIC HEALTH, WELLNESS, AND WELFARE TO THE COMMUNITY THROUGH THE PROVISION OF HEALTH CARE AT A REASONABLE COST. NEWCO WILL ENSURE THE AVAILABILITY OF HOSPITAL SERVICES AND MEDICAL CARE IN THE MOST COST-EFFECTIVE AND PATIENT-FRIENDLY SETTING IN WHICH SUCH SERVICES CAN BE RENDERED IN TENNESSEE AND VIRGINIA AND THE SURROUNDING AREAS. IN FEBRUARY, 2016, WELLMONT AND MSHA FILED FOR A CERTIFICATE OF PUBLIC ADVANTAGE (COPA) IN TENNESSEE (TENNESSEE DEPARTMENT OF HEALTH) AND A COOPERATIVE AGREEMENT IN VIRGINIA (SOUTHWEST VIRGINIA HEALTH AUTHORITY), A STEP TAKEN TO ENABLE THE TWO ORGANIZATIONS TO UNITE. BOTH APPLICATIONS INCLUDE A COPY OF THE DEFINITIVE AGREEMENT BETWEEN THE TWO HEALTH SYSTEMS, UNANIMOUSLY APPROVED BY THE BOARDS OF BOTH ORGANIZATIONS. THE DEFINITIVE AGREEMENT IS A BINDING LEGAL DOCUMENT THAT OUTLINES HOW THE TWO HEALTH SYSTEMS WOULD UNITE THEIR OPERATIONS UPON APPROVAL BY THE STATES. SINCE FILING THE APPLICATIONS, ADDITIONAL INFORMATION AND DATA WAS PROVIDED TO TENNESSEE AND VIRGINIA. NEWCO RECEIVED ITS DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE IN MAY, 2016 ACKNOWLEDGING NEWCO AS A 501(C)(3) ORGANIZATION WITH PUBLIC CHARITY STATUS AS A 509(A)(3) SUPPORTING ORGANIZATION.
FORM 990-EZ, PART III, LINE 28	NEWCO, INC. DID NOT INCUR REVENUE OR EXPENSES AND NO ACTIVITIES WERE PERFORMED DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE. NEWCO WAS ESTABLISHED TO SERVE AS THE PARENT COMPANY FOR WELLMONT HEALTH SYSTEM AND MOUNTAIN STATES HEALTH ALLIANCE UPON AFFILIATION BETWEEN THE TWO HEALTH SYSTEMS. AT JUNE 30, 2016, THE SYSTEMS WERE WORKING WITH THE STATES OF TENNESSEE AND VIRGINIA ON THE APPLICATION PROCESS REQUIRED TO OBTAIN APPROVAL FOR MERGER.

Form And Line ReferenceFormAndLineReferenceDesc

ExplanationExplanationTxt

FORM 990-EZ, PART III

NEWCO, INC. ("NEWCO") WILL BECOME THE SOLE MEMBER OF MOUNTAIN STATES HEALTH ALLIANCE, INC. ("MSHA") AND WELLMONT HEALTH SYSTEM ("WELLMONT"), AND A SUPPORTING ORGANIZATION FOR MSHA AND WELLMONT. MSHA IS A PUBLIC BENEFIT CORPORATION AND THE PARENT COMPANY OF A LARGE MULTI-STATE NONPROFIT, TAX EXEMPT HEALTH CARE DELIVERY SYSTEM WHICH OPERATES HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. LIKEWISE, WELLMONT IS A PUBLIC BENEFIT CORPORATION WITH HOSPITALS AND HEALTH CARE FACILITIES IN TENNESSEE AND VIRGINIA. NEWCO'S FORMATION WAS A RESPONSE TO CONCERNS OF MSHA AND WELLMONT REGARDING MEDICAL AND ACUTE CARE HOSPITAL SERVICES IN TENNESSEE AND VIRGINIA. WELLMONT AND MSHA SHARE A COMMON AND UNIFYING CHARITABLE MISSION TO PROVIDE HIGH QUALITY, AFFORDABLE HEALTH CARE AND HEALTH CARE-RELATED SERVICES; TO EXPAND ACCESS TO HEALTH CARE SERVICES; AND TO PROMOTE AND IMPROVE THE HEALTH CARE STATUS OF THE COMMUNITIES THEY SERVE. WELLMONT AND MSHA CONCLUDED THAT IT IS IN THE BEST INTERESTS OF THE RESIDENTS OF THE RESPECTIVE COMMUNITIES THAT THEY COMBINE THEIR ORGANIZATIONS BY ESTABLISHING A SINGLE PARENT COMPANY (NEWCO) TO OVERSEE ALL OF THE ASSETS AND OPERATIONS OF THE PREVIOUSLY SEPARATE OPERATIONS AND ALL OF THEIR RESPECTIVE AFFILIATES FOR THE PURPOSE OF ENHANCING THE PROVISION OF HIGH QUALITY AND COST EFFECTIVE HEALTH CARE THAT SUCH A UNIFIED STRUCTURE WILL FACILITATE, AND FOR THE PURPOSE OF POSITIONING THE COMBINED SYSTEMS TO ADAPT EFFECTIVELY TO THE CHANGES TAKING PLACE LOCALLY AND NATIONALLY IN THE HEALTH CARE DELIVERY AND FINANCING SYSTEMS. IN ADDITION, NEWCO'S PURPOSES INCLUDE THE PROMOTION OF HIGH-QUALITY, AFFORDABLE HEALTH CARE SERVICES, IMPROVING ACCESS TO HEALTH CARE, AND PROMOTING AND IMPROVING THE HEALTH CARE STATUS OF THE COMMUNITIES IT SERVES. THESE PURPOSES WILL BE ACHIEVED THROUGH ITS OWNERSHIP AND MANAGEMENT OF MSHA AND WELLMONT, WHICH WILL IN TURN PROVIDE ACUTE CARE HOSPITAL AND PROFESSIONAL MEDICAL SERVICES, AND ARE IN SUPPORT AND IN FURTHERANCE OF WELLMONT'S AND MSHA'S MISSION TO PROMOTE HIGH-QUALITY HEALTH CARE SERVICES FOR A BROAD CROSS SECTION OF THE COMMUNITY. THE HEALTH CARE SYSTEM OPERATED BY NEWCO, MSHA, WELLMONT AND THEIR AFFILIATES WILL- ESTABLISH NEW UNIFYING MISSION, VISION, AND VALUES STATEMENTS THAT HONOR OUR HERITAGE AND CHARTER OUR FUTURE BE ONE OF THE STRONGEST HEALTH SYSTEMS IN THE COUNTRY, KNOWN FOR OUTSTANDING CLINICAL OUTCOMES AND SUPERIOR PATIENT EXPERIENCES BE ONE OF THE BEST HEALTH SYSTEM EMPLOYERS IN THE COUNTRY AND ONE OF THE MOST ATTRACTIVE HEALTH SYSTEMS FOR PHYSICIANS AND EMPLOYEE TEAM MEMBERS CREATE NEW MODELS OF JOINT PHYSICIAN AND ADMINISTRATIVE LEADERSHIP TO SHAPE THE FUTURE OF HEALTH CARE IN OUR REGION THROUGH SUBSTANTIAL PHYSICIAN INFLUENCE AND DIRECTION PARTNER WITH PHYSICIANS TO ACHIEVE BETTER QUALITY AT LOWER COST FOR PATIENTS, BUSINESSES, AND PAYERS ACHIEVE LONG-TERM FINANCIAL STABILITY AND SUSTAINABILITY THROUGH WISE STEWARDSHIP OF RESOURCES, AVOIDANCE OF WASTE, AND SOUND FISCAL MANAGEMENT ADVANCE HIGH-LEVEL SERVICES SO THAT MORE PEOPLE CAN RECEIVE THE CARE THEY NEED CLOSE TO HOME BE A NATIONAL MODEL FOR RURAL HEALTH CARE DELIVERY AND RURAL ACCESS TO CARE WORK WITH REGIONAL EDUCATIONAL AND ALLIED HEALTH PARTNERS TO IDENTIFY HEALTH GAPS AND DISPARITIES AND EFFECTIVELY MEET COMMUNITY HEALTH NEEDS CREATE AN EFFICIENT, HIGH QUALITY HEALTH CARE SYSTEM THAT ATTRACTS EMPLOYERS TO OUR REGION AND CREATES LONG-TERM ECONOMIC OPPORTUNITY BUILD NEW POPULATION HEALTH MODELS AND LEVERAGE ELECTRONIC HEALTH RECORDS AND COMMUNITY ENGAGEMENT PROGRAMS TO REDUCE UNHEALTHY BEHAVIORS AND IMPROVE THE OVERALL HEALTH STATUS OF OUR REGION WORK WITH ACADEMIC PARTNERS, IN PARTICULAR EAST TENNESSEE STATE UNIVERSITY, IN NEW WAYS TO BOLSTER MEDICAL SCHOOL AND ALLIED HEALTH PROGRAMS AND ATTRACT RESEARCH INVESTMENTS ESTABLISH INNOVATIVE PHILANTHROPIC PARTNERSHIPS FOR HEALTH CARE ADVANCEMENT NEWCO WILL OPERATE, AND CAUSE MSHA AND WELLMONT TO OPERATE, IN ACCORDANCE WITH THE "COMMUNITY BENEFIT STANDARDS" AS THEY APPLY TO CODE SECTION 501 (C)(3) HOSPITAL NON-PROFIT CORPORATIONS, INCLUDING, WITHOUT LIMITATION, THE (I) ACCEPTANCE OF ALL MEDICARE AND MEDICAID PATIENTS, (II) ACCEPTANCE OF ALL EMERGENCY PATIENTS WITHOUT REGARD TO ABILITY TO PAY, (III) MAINTENANCE OF AN OPEN MEDICAL STAFF (SUBJECT TO CERTAIN EXCLUSIVE PHYSICIAN SERVICE ARRANGEMENTS IN CONNECTION WITH THE PROVISION OF HOSPITAL-BASED SPECIALTY MEDICAL SERVICES APPROVED BY THE GOVERNING BODY OF NEWCO FROM TIME TO TIME), (IV) PROVISION OF PUBLIC HEALTH PROGRAMS OF EDUCATIONAL BENEFIT TO THE COMMUNITY, AND (V) GENERAL PROMOTION OF PUBLIC HEALTH, WELLNESS, AND WELFARE TO THE COMMUNITY THROUGH THE PROVISION OF HEALTH CARE AT A REASONABLE COST. NEWCO WILL ENSURE THE AVAILABILITY OF HOSPITAL SERVICES AND MEDICAL CARE IN THE MOST COST-EFFECTIVE AND PATIENT-FRIENDLY SETTING IN WHICH SUCH SERVICES CAN BE RENDERED IN TENNESSEE AND VIRGINIA AND THE SURROUNDING AREAS. IN FEBRUARY, 2016, WELLMONT AND MSHA FILED FOR A CERTIFICATE OF PUBLIC ADVANTAGE (COPA) IN TENNESSEE (TENNESSEE DEPARTMENT OF HEALTH) AND A COOPERATIVE AGREEMENT IN VIRGINIA (SOUTHWEST VIRGINIA HEALTH AUTHORITY), A STEP TAKEN TO ENABLE THE TWO ORGANIZATIONS TO UNITE. BOTH APPLICATIONS INCLUDE A COPY OF THE DEFINITIVE AGREEMENT BETWEEN THE TWO HEALTH SYSTEMS, UNANIMOUSLY APPROVED BY THE BOARDS OF BOTH ORGANIZATIONS. THE DEFINITIVE AGREEMENT IS A BINDING LEGAL DOCUMENT THAT OUTLINES HOW THE TWO HEALTH SYSTEMS WOULD UNITE THEIR OPERATIONS UPON APPROVAL BY THE STATES. SINCE FILING THE APPLICATIONS, ADDITIONAL INFORMATION AND DATA WAS PROVIDED TO TENNESSEE AND VIRGINIA. NEWCO RECEIVED ITS DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICE IN MAY, 2016 ACKNOWLEDGING NEWCO AS A 501(C)(3) ORGANIZATION WITH PUBLIC CHARITY STATUS AS A 509(A)(3) SUPPORTING ORGANIZATION.

FORM 990-EZ, PART III, LINE 28

NEWCO, INC. DID NOT INCUR REVENUE OR EXPENSES AND NO ACTIVITIES WERE PERFORMED DURING FY16, NEWCO'S FIRST YEAR OF EXISTANCE. NEWCO WAS ESTABLISHED TO SERVE AS THE PARENT COMPANY FOR WELLMONT HEALTH SYSTEM AND MOUNTAIN STATES HEALTH ALLIANCE UPON AFFILIATION BETWEEN THE TWO HEALTH SYSTEMS. AT JUNE 30, 2016, THE SYSTEMS WERE WORKING WITH THE STATES OF TENNESSEE AND VIRGINIA ON THE APPLICATION PROCESS REQUIRED TO OBTAIN APPROVAL FOR MERGER.