2014-05-14T08:09:27-05:00 2013-06-30 440160260 BKD LLP 312 WALNUT STREET SUITE 3000 CINCINNATI OH 45202 990 2012-07-01 311108895 BETHESDA INC BETH 5135696575 619 OAK STREET - ACCOUNTING 3 WEST CINCINNATI OH 45206 MICHAEL CROFTON 5135696575 2014-05-14 1 P00961884 5136218300 2012 2015-11-30 17:44:51Z J JAMES PEARCE JR 619 OAK STREET - ACCOUNTING 3 WEST CINCINNATI OH 45206 80778296 0 X WWW.BETHESDAINC.ORG X 1982 OH TO BE A LEADER IN CONTRIBUTING TO THE IMPROVEMENT OF HEALTH/WELL-BEING IN THE CINCINNATI COMMUNITY. 19 18 0 14 -383947 -383947 0 0 500207 381503 1551885 9039423 64800 166620 2116892 9587546 3266201 2594757 0 0 0 0 0 0 0 1415611 1132299 4681812 3727056 -2564920 5860490 426200370 441908192 3735907 1161046 422464463 440747146 X SEE SCHEDULE O 0 0 3232319 2594757 201876 SEE SCHEDULE O 3232319 1 0 0 0 0 0 0 0 0 0 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 40 0 1 0 1 1 0 0 0 0 0 0 0 0 0 X 19 18 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X MICHAEL CROFTON 5135696577 619 OAK STREET - ACCOUNTING 3 WEST CINCINNATI OH 45206 X PHILLIP COX 1.00 0.00 X 0 0 0 DAVID DILLON 1.00 0.00 X 0 0 0 RANCE DUKE 1.00 1.00 X 0 0 0 CRAIG EISENTROUT MD 1.00 3.00 X 0 0 0 MICHAEL HAVERKAMP 1.00 0.00 X X 0 0 0 MICHAEL KOETTERS 1.00 0.00 X 0 0 0 J JAMES PEARCE JR 1.00 0.00 X X 0 0 0 MYRTIS POWELL 1.00 3.00 X 0 0 0 ROBERT WALKER 1.00 0.00 X 0 0 0 ELLEN KATZ 1.00 0.00 X X 0 0 0 EDMUND JONES MD 1.00 1.00 X 0 0 0 ED OWENS 1.00 0.00 X 0 0 0 WILLIAM TSACALIS 1.00 0.00 X X 0 0 0 YVONNE WASHINGTON 1.00 0.00 X 0 0 0 STUART DONOVAN 1.00 8.00 X 0 45000 0 WAYNE SHIRCLIFF 1.00 3.00 X 0 0 0 KATHLEEN KELLY 1.00 0.00 X 0 0 0 MARK HOLCOMB 1.00 0.00 X 0 0 0 BILL GRAF 1.00 0.00 X 0 0 0 DONNA NIENABER ESQ 1.00 60.00 X 0 540699 164782 CRAIG RUCKER 1.00 60.00 X 0 618981 143478 CHARLES CROWTHER 60.00 0.00 X 0 254637 47798 JOHN PROUT 1.00 60.00 X 0 1991921 331413 GLEN HOFMANN MD 60.00 0.00 X 0 511162 63864 MAZEN ABDALLAH MD 60.00 0.00 X 0 293578 35456 PRADEEP WARIKOO MD 60.00 0.00 X 0 276689 57704 MICHAEL CROFTON 0.00 60.00 X 0 300076 79447 0 4832743 923942 0 1 1 0 0 INVESTMENT MGMT REV. 523920 201876 201876 AFFILIATED RENTAL REV. 531120 179627 179627 381503 1101712 -383947 1485659 551837 385217 166620 166620 166620 76592197 2151047 70805533 0 5786664 2151047 7937711 7937711 9587546 201876 -383947 9769617 2594757 2594757 109700 109700 11500 11500 316167 316167 212215 212215 13417 13417 68417 68417 11710 11710 5197 5197 PAYROLL MANAGEMENT 337741 337741 OVERHEAD ALLOCATION 40860 40860 DUES & SUBSCRIPTIONS 3093 3093 EQUIPMENT 1862 1862 420 420 3727056 3232319 494737 0 313394 4967392 543979 8098563 4423413 58725780 75191346 34823896 38054696 324238737 324238737 426200370 441908192 1307018 325716 2428889 835330 3735907 1161046 X 422464463 440747146 422464463 440747146 426200370 441908192 X 5860490 3122193 9300000 X X 0 1 X 1 0 X X X 0 0 0 BETHESDA HOSPITAL INC 310537122 3 1 1 1 0 1 0 480000 480000 4252454 502257 3750197 6378 4958 1420 225451 36764 188687 3109 3109 4423413 REAL ESTATE 6615576 F EMERGING MARKETS 7714642 F PRIVATE EQUITY 5489778 F HEDGE FUNDS 7556490 F OTHER 10678210 F 38054696 INVESTMENT IN DIRECT AFFILIATES 324238737 324238737 DUE TO RELATED ORGANIZATION 835330 835330 X DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: FOLLOWING IS THE TEXT OF THE FOOTNOTE TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF BETHESDA, INC. ("COMPANY") THAT REPORTS ITS AND ITS SUBSIDIARIES LIABILITY, IF APPLICABLE, FOR CERTAIN TAX POSITIONS UNDER ASC 740-10-25: THE COMPANY COMPLETED AN ANALYSIS OF UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH APPLICABLE ACCOUNTING GUIDANCE AT JUNE 30, 2013 AND 2012 AND DETERMINED NO AMOUNTS WERE REQUIRED TO BE RECOGNIZED IN THE CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2013 AND 2012. CENTRAL AMERICA AND THE CARIBBEAN INVESTMENTS 97832173 0 0 0 0 0 0 97832173 0 97832173 1 0 1 1 0 0 PART I, LINE 3 - ACTIVITIES PER REGION ONE ASPECT OF BETHESDA'S EXEMPT PURPOSE IS SUPPORTING ITS SUBSIDIARIES BY HELPING THEM ENSURE STRATEGIC ALIGNMENT WITH THE PURPOSE OF ACHIEVING THE OVERALL MISSION TO PROVIDE THE COMMUNITY WITH EXCEPTIONAL HEALTHCARE. TO ASSIST ITS SUBSIDIARIES IN THIS MISSION, BETHESDA, INC. INVESTS FUNDS ON THEIR BEHALF. FOR FINANCIAL STATEMENT PURPOSES, EACH SUBSIDIARY REPORTS A PORTION OF THESE INVESTMENTS ON ITS RESPECTIVE BALANCE SHEET. HOWEVER, BETHESDA, INC. IS THE ACTUAL HOLDER OF THE ASSOCIATED INVESTMENTS DISCLOSED IN PART I, LINE 3. THEREFORE, THE BOOK VALUE OF ALL APPLICABLE INVESTMENTS ARE DISCLOSED ON SCHEDULE F AND NOT JUST THE PORTION REPORTED ON BETHESDA, INC.'S BALANCE SHEET. 1 TRIHEALTH INC 619 OAK STREET CINCINNATI OH 45206 311438846 501(C)(3) 1195317 PATIENT-CENTERED MEDICAL HOME GRANT HEALTH IMPROVEMENT COLLABORATIVE OF GREATER CINCINNATI INC 2649 ERIE AVENUE CINCINNATI OH 45208 311449807 501(C)(3) 350000 PROGRAM SUPPORT BETHESDA HOSPITAL INC 619 OAK STREET CINCINNATI OH 45206 310537122 501(C)(3) 944440 SENIOR SERVICES NAVIGATOR GRANT HOSPICE OF CINCINNATI INCORPORATED 619 OAK STREET CINCINNATI OH 45206 310917155 501(C)(3) 100000 PROGRAM SUPPORT 4 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: SCHEDULE I, PART I, LINE 2: BETHESDA, INC. MAINTAINS AN INDIVIDUAL RESPONSIBLE FOR MONITORING THE USE OF THE GRANTS IT AWARDS. REGULAR REPORTING IS REQUIRED OF THE GRANTEE AND FUNDS ARE NOT DISPERSED BY BETHESDA, INC. UNTIL THE INDIVIDUAL REVIEWS THE EXPENDITURES OF THE GRANTEE AND APPROVES THEM. 0 1 0 0 0 0 0 0 0 DONNA NIENABER ESQ 0 317613 0 179465 0 43621 0 148484 0 16298 0 705481 0 0 CRAIG RUCKER 0 428317 0 166025 0 24639 0 132778 0 10700 0 762459 0 0 CHARLES CROWTHER 0 198738 0 47383 0 8516 0 28050 0 19748 0 302435 0 0 JOHN PROUT 0 897189 0 440000 0 654732 0 322151 0 9262 0 2323334 0 0 GLEN HOFMANN MD 0 491005 0 200 0 19957 0 42790 0 21074 0 575026 0 4120 MAZEN ABDALLAH MD 0 293024 0 0 0 554 0 14946 0 20510 0 329034 0 0 PRADEEP WARIKOO MD 0 265610 0 200 0 10879 0 42275 0 15429 0 334393 0 0 MICHAEL CROFTON 0 214926 0 53626 0 31524 0 57136 0 22311 0 379523 0 0 PART I, LINE 4B ELIGIBLE EXECUTIVES (GENERALLY VICE PRESIDENT AND ABOVE) PARTICIPATE IN A PROGRAM THAT PROVIDES FOR SUPPLEMENTAL RETIREMENT BENEFITS. THE PAYMENT OF BENEFITS UNDER THE PROGRAM, IF ANY, IS ENTIRELY DEPENDENT UPON THE FACTS AND CIRCUMSTANCES UNDER WHICH THE EXECUTIVE TERMINATES EMPLOYMENT WITH THE ORGANIZATION. BENEFITS UNDER THE PROGRAM ARE UNFUNDED AND NON-VESTED. DUE TO THE SUBSTANTIAL RISK OF FORFEITURE PROVISION, THERE IS NO GUARANTEE THAT THESE EXECUTIVES WILL EVER RECEIVE ANY BENEFIT UNDER THE PROGRAM. ANY AMOUNT ULTIMATELY PAID UNDER THE PROGRAM TO THE EXECUTIVE IS REPORTED AS COMPENSATION ON FORM 990, SCHEDULE J, PART II, COLUMN B IN THE YEAR PAID. TRIHEALTH, INC., THE RELATED ORGANIZATION THAT PAID THE SALARIES OF THE FOLLOWING INDIVIDUALS LISTED IN SCHEDULE J, PART II, CONTRIBUTED, ON BEHALF OF THE FOLLOWING INDIVIDUALS, TO A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN THE AMOUNTS AS NOTED: JOHN PROUT - $270,273 DONNA NIENABER, ESQ. - $80,229 CRAIG RUCKER - $90,400 MICHAEL CROFTON - $19,219 CHARLES CROWTHER - $13,205 IN ADDITION, THE FOLLOWING INDIVIDUAL LISTED IN SCHEDULE J, PART II, RECEIVED A PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN WHICH WAS TREATED AS TAXABLE COMPENSATION: JOHN PROUT - $623,396 GLEN HOFFMAN, M.D. - $4,120 SUPPLEMENTAL INFORMATION PART III SCHEDULE J, PART I, LINE 3: TRIHEALTH, INC., A RELATED ORGANIZATION OF BETHESDA, INC., USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR: COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, COMPENSATION SURVEY OR STUDY, AND APPROVAL BY THE BOARD/COMPENSATION COMMITTEE. PART I, LINE 4A - SEVERANCE PAYMENTS: THE REPORTABLE INDIVIDUALS OF BETHESDA, INC. ARE PAID BY TRIHEALTH, INC., A RELATED ORGANIZATION, RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE SECTION 501(A) AS AN ORGANIZATION DESCRIBED IN INTERNAL REVENUE CODE SECTION 501(C)(3). THESE INDIVIDUALS DO NOT HAVE EMPLOYMENT AGREEMENTS SO NO SPECIAL ARRANGEMENTS EXIST BEYOND TRIHEALTH, INC.'S STANDARD EMPLOYEE SEVERANCE PACKAGE. GENERAL SEVERANCE PAY IS BASED ON LENGTH OF SERVICE. IN ADDITION, NOTICE PAY, IF APPLICABLE UNDER TRIHEALTH, INC. POLICY, MAY BE ADDED TO THE SEVERANCE PACKAGE AND THE AMOUNT OF NOTICE PAY WILL BE DETERMINED BY HUMAN RESOURCES IN ACCORDANCE WITH TRIHEALTH, INC. POLICY. PAYMENTS OF SEVERANCE ARE CONDITIONED UPON SIGNING A SEPARATION AND RELEASE AGREEMENT. NO REPORTABLE INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM TRIHEALTH, INC. DURING THE 2012 CALENDAR YEAR. ORGANIZATION'S MISSION FORM 990, PART III, LINE 1 BETHESDA, INC.'S FOCUS IS TO COLLABORATE WITH OR FUND LOCAL PROJECTS THAT CAN PROVIDE LONG-TERM, SYSTEMIC SOLUTIONS THAT IMPROVE HOW HEALTHCARE IS PROVIDED. OUTCOMES WOULD INCLUDE REDUCING HEALTHCARE COSTS AND ENHANCING THE HEALTH OF THE COMMUNITY BY ENABLING PEOPLE TO BECOME MORE ENGAGED IN THEIR OWN HEALTHCARE MANAGEMENT. PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A FOR OVER 100 YEARS, BETHESDA INC., AS PARENT TO BETHESDA HOSPITAL, INC., HAS BEEN A LEADER IN DEVELOPING, SUPPORTING AND PROVIDING COMPREHENSIVE HEALTH CARE SERVICES AND INNOVATIVE SOLUTIONS TO TRANSFORM HOW HEALTH CARE IS DELIVERED IN THE GREATER CINCINNATI COMMUNITY. SINCE 1995, BETHESDA INC. HAS BEEN ONE OF TWO JOINT SPONSORS OF TRIHEALTH, INC., AN INTEGRATED HEALTH DELIVERY NETWORK THAT INCLUDES BETHESDA NORTH HOSPITAL, GOOD SAMARITAN HOSPITAL, HOSPICE OF CINCINNATI, AND OTHER PHYSICIAN, FITNESS AND WELLNESS OFFERINGS, OCCUPATIONAL HEALTH, COMMUNITY OUTREACH, HOME HEALTH AND AMBULATORY SERVICES. IN ADDITION, BETHESDA INC. FOCUSES ON COLLABORATING WITH AND/OR FUNDING LOCAL PROJECTS THAT PROVIDE LONG-TERM, SYSTEMIC SOLUTIONS THAT IMPROVE HOW HEALTH CARE IS PROVIDED IN THE GREATER CINCINNATI AREA. OUTCOMES MAY INCLUDE REDUCING HEALTH CARE COSTS AND ENHANCING THE HEALTH OF THE COMMUNITY BY ENABLING PEOPLE TO BECOME MORE ENGAGED IN THEIR OWN HEALTHCARE MANAGEMENT. FINALLY, BETHESDA, INC. SUPPORTS ITS SUBSIDIARIES BY HELPING THEM ENSURE STRATEGIC ALIGNMENT WITH THE PURPOSE OF ACHIEVING THE OVERALL MISSION TO PROVIDE THE COMMUNITY WITH EXCEPTIONAL HEALTHCARE. FORM 990, PART VI, SECTION A, LINE 2 JOHN PROUT, WAYNE SHIRCLIFF, STUART DONOVAN, MD, CRAIG EISENTROUT, MD, ROBERT L. WALKER, MICHAEL HAVERKAMP, AND MYRTIS POWELL HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON THE BOARD OF BETHESDA HOSPITAL, INC., A SUBSIDIARY OF BETHESDA, INC. AS WELL AS TRIHEALTH, INC./THE GOOD SAMARITAN HOSPITAL OF CINCINNATI, OHIO/TRIHEALTH HOSPITAL, INC., AFFILIATED ENTITIES. EDMUND JONES, MD, ED OWENS III, RANCE DUKE, CRAIG EISENTROUT, MD, MYRTIS POWELL, BILL GRAF AND JOHN PROUT HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON THE BOARD OF BETHESDA FOUNDATION, INC., A SUBSIDIARY OF BETHESDA, INC. JOHN PROUT AND MYRTIS POWELL HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON THE BOARD OF THE GOOD SAMARITAN COLLEGE OF NURSING AND HEALTH SCIENCE. JOHN PROUT, DONNA NIENABER, ESQ., CRAIG RUCKER AND CHARLES CROWTHER HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON RELATED ENTITY BOARDS OF TRIHEALTH, INC. AND ITS SUBSIDIARIES AND AFFILIATES AS WELL AS BEING EMPLOYED BY TRIHEALTH, INC. OR ITS AFFILIATES/SUBSIDIARIES. ROBERT L. WALKER AND RANCE DUKE HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF BETHESDA, INC. ARE DIVIDED INTO TWO CLASSES. CLASS A MEMBERS ARE THOSE INDIVIDUALS CURRENTLY SERVING AS A TRUSTEE FOR BETHESDA, INC. CLASS B MEMBERS, NOT TO EXCEED 125 IN NUMBER, BEGAN WITH THOSE INDIVIDUALS WHO WERE MEMBERS OF BETHESDA, INC. AS OF MAY 25, 1994. CLASS B MEMBERS HAVE A THREE YEAR TERM AND VOTE OTHERS IN IF PROPERLY NOMINATED BY THE CLASS A MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS OF BETHESDA, INC. ARE DIVIDED INTO TWO CLASSES. CLASS A MEMBERS ARE THOSE INDIVIDUALS CURRENTLY SERVING AS A TRUSTEE FOR BETHESDA, INC. CLASS B MEMBERS, NOT TO EXCEED 125 IN NUMBER, BEGAN WITH THOSE INDIVIDUALS WHO WERE MEMBERS OF BETHESDA, INC. AS OF MAY 25, 1994. CLASS B MEMBERS HAVE A THREE YEAR TERM AND VOTE OTHERS IN IF PROPERLY NOMINATED BY THE CLASS A MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B AS THE CURRENT BOARD OF DIRECTORS REPRESENT THE MEMBERS OF BETHESDA, INC. ALL DECISIONS ARE SUBJECT TO APPROVAL BY THE MEMBERS. FORM 990, PART VI, SECTION B, LINE 11 PRIOR TO FILING, ALL VOTING MEMBERS OF THE BOARD ARE PROVIDED AN ELECTRONIC COPY OF THE FORM 990, WHICH IS PREPARED BY SENIOR MANAGEMENT IN CONSULTATION WITH THE FINANCE AND AUDIT COMMITTEE OF THE BOARD, ALONG WITH THE COMMITTEE'S SUMMARY OF THE FORM 990. SUBSEQUENT TO BOARD REVIEW, THE RETURNS ARE FILED MAKING NON-SUBSTANTIVE CHANGES AS NECESSARY TO EFFECT E-FILING. ANY SUCH NON-SUBSTANTIVE CHANGES ARE NOT SUBMITTED TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS ARE REQUIRED TO ANNUALLY DISCLOSE CERTAIN FINANCIAL INTERESTS AND FIDUCIARY RELATIONSHIPS. THE EXECUTIVE COMMITTEE AND CORPORATE COUNSEL REVIEW RESPONSES, CONDUCT FURTHER INVESTIGATION (IF NECESSARY), AND DETERMINE WHEN A CONFLICT EXISTS WITH RESPECT TO A CERTAIN TRANSACTION. IF A CONFLICT EXISTS, THE TRANSACTION IS NOT TO BE ENTERED INTO UNLESS ALTERNATIVES ARE FULLY INVESTIGATED, AND IN THEIR ABSENCE, THE BOARD, WITHOUT THE PARTICIPATION OF THE INTERESTED MEMBER(S), DETERMINES THAT THE TRANSACTION IS IN THE BEST INTEREST OF THE ORGANIZATION. PLANS TO MANAGE THE CONFLICT DURING THE RELATIONSHIP ARE IMPLEMENTED. ALL DISCUSSIONS ARE APPROPRIATELY DOCUMENTED. ALL DIRECTORS AND MANAGERS, WHICH INCLUDE OFFICERS AND KEY EMPLOYEES, ARE REQUIRED TO ANNUALLY DISCLOSE ANY CIRCUMSTANCES, INCLUDING FAMILY AND BUSINESS RELATIONSHIPS, THAT MAY CREATE A CONFLICT OF INTEREST FOR THE ORGANIZATION. THESE RESPONSES ARE REVIEWED AND ACTED UPON BY A CONFLICT OF INTEREST COMMITTEE. FORM 990, PART VI, SECTION B, LINE 15 IN DETERMINING COMPENSATION OF THE ORGANIZATION'S OFFICERS AND KEY EMPLOYEES, THE ANNUAL PROCESS PERFORMED BY TRIHEALTH, INC. (A RELATED ORGANIZATION WHO PAID THE INDIVIDUALS), INCLUDED: COMPENSATION COMMITTEE; INDEPENDENT COMPENSATION CONSULTANT; COMPENSATION SURVEY OR STUDY; AND, APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. ADDITIONALLY, ALL DISCUSSIONS AND DECISIONS ARE CONTEMPORANEOUSLY DOCUMENTED. FORM 990, PART VI, SECTION C, LINE 19 BETHESDA, INC.'S GOVERNING DOCUMENTS, CONFLICTS OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. AVERAGE HOURS PER WEEK FORM 990, PART VII, SECTION A THE OFFICERS AND DIRECTORS FOR BETHESDA, INC. THAT SHOW AT LEAST 60 HOURS PER WEEK, EXCLUDING THE VP-TREASURY/INVESTMENT SERVICES, PROVIDE SERVICES TO TRIHEALTH, INC. (A RELATED ORGANIZATION WHO PAID THE INDIVIDUALS) AND ITS SUBSIDIARIES/AFFILIATES ("TRIHEALTH") AS AN ENTIRE SYSTEM. HOURS WORKED, INCLUDING THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION, ARE NOT TRACKED ON AN ENTITY BY ENTITY BASIS, THUS THE AVERAGE HOURS PER WEEK DISCLOSED ARE ESTIMATES TO SHOW THAT THE TIME SPENT BY THESE INDIVIDUALS RELATE TO THEM FULFILLING THEIR DUTIES AS FULL-TIME, 60 HOURS-PER-WEEK EMPLOYEES OF TRIHEALTH VERSUS THEIR DUTIES AS OFFICERS AND DIRECTORS OF THE FILING ORGANIZATION. IN ADDITION, THE COMPENSATION REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS IN FULFILLMENT OF THEIR DUTIES AS EMPLOYEES OF TRIHEALTH. DIRECTORS (AS NOTED WITH A "MED STAFF PRES" REFERENCE) FOR BETHESDA HOSPITAL, INC. SERVE ON THE BOARD IN THEIR CAPACITY AS MEDICAL STAFF PRESIDENT FOR EITHER BETHESDA HOSPITAL, INC. OR THE GOOD SAMARITAN HOSPITAL OF CINCINNATI, OHIO. COMPENSATION SHOWN OF $45,000 IS FOR HIS/HER DUTIES AS MEDICAL STAFF PRESIDENT OF THE RESPECTIVE HOSPITAL AND NOT FOR SERVING AS A DIRECTOR. IN ADDITION, THESE INDIVIDUALS SERVE AS FACULTY AT THE GOOD SAMARITAN HOSPITAL OF CINCINNATI, OHIO. REMAINING COMPENSATION SHOWN IS FOR THOSE DUTIES AND NOT FOR SERVING AS A DIRECTOR. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 9: CONTRIBUTED CAPITAL FROM SUBSIDIARY 10,000,000. CONTRIBUTED CAPITAL TO SUBSIDIARY -700,000. CHANGE IN PROCESS OF AUDIT OVERSIGHT OR SELECTION OF INDEPENDENT AUDITOR FORM 990, PART XII, LINE 2C THE FINANCIAL STATEMENTS OF BETHESDA, INC. ARE AUDITED WITH ITS SUBSIDIARIES. BETHESDA, INC. HAS A COMMITTEE THAT ASSUMES THE RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF BOTH ITS AND ITS SUBSIDIARIES FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF THE INDEPENDENT AUDITOR. DURING THE TAX YEAR, THERE WAS NOT A CHANGE IN THE PROCESS OF AUDIT OVERSIGHT AND/OR SELECTION OF AN INDEPENDENT AUDITOR BY BETHESDA, INC. EXECUTIVE COMMITTEE COMPOSITION AND AUTHORITY FORM 990, PART VI, LINE 1A THE BOARD OF TRUSTEES OF BETHESDA, INC. ("THE CORPORATION"), ESTABLISHED AN EXECUTIVE COMMITTEE WHICH MAY TRANSACT ALL BUSINESS OF THE BOARD IN THE MANAGEMENT OF THE CORPORATION DURING THE PERIOD BETWEEN MEETINGS OF THE BOARD. IT SHALL ACT IN ALL PERSONNEL MATTERS INVOLVING EXECUTIVE PERSONNEL INCLUDING SEARCH, SELECTION, EMPLOYMENT, COMPENSATION, CONTRACTS AND BENEFITS AND IT SHALL ASSIST THE BOARD IN PLANNING AND DEVELOPING ACTIVITIES OR SERVICES TO FURTHER THE PURPOSES OF THE CORPORATION AND TO ASSIST THE COMMUNITY. THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIRPERSON OF THE BOARD, THE VICE CHAIRPERSON, THE PRESIDENT, SECRETARY AND TREASURER. 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