Hackensack University Medical Center

“- robert l. Glenning and scott tarriff - business relationship.”

“Hackensack meridian health, inc. ("hmh") is the sole member of hackensackumc. Hmh has the right to elect the members of the organization's board of trustees and has certain reserved powers as defined in the organization's bylaws.”

“Hackensackumc is an affiliate within hackensack meridian health; a tax-exempt integrated healthcare delivery network. Hackensack meridian health, inc. ("hmh") is the tax-exempt parent of the network. Hackensackumc's federal form 990 was provided to each voting member of hmh's governing body, its board of trustees, prior to filing with the internal revenue service ("irs") and following a review by hmh's compliance and audit committee. Hmh's board of trustees has assumed the responsibility to oversee, review and approve this federal form 990, including the preparation, review and filing process. Hmh retained a firm of independent certified public accountants with experience and expertise in health care and not-for-profit tax return preparation ("cpa firm") to review and file the form 990. Hackensack meridian prepared a draft of the form 990, which was then reviewed by other appropriate internal staff for accuracy. The draft was then reviewed by the cpa firm and presented to the members of hmh's compliance and audit committee and thereafter to each voting member of hmh's governing body prior to filing with the irs.”

“Hackensack meridian health, inc., the tax-exempt parent organization of hackensack meridian health, a tax-exempt integrated health care delivery network, has adopted a network-wide conflict of interest policy which is applicable to all of its subsidiary organizations. The organizations regularly monitor and enforce compliance with the network's conflict of interest policy. Annually, all members of the board of trustees, officers and key employees of each organization are required to review the existing conflict of interest policy and complete a questionnaire with respect to any applicable transactions and relationships. The completed questionnaires are returned to the network's general counsel for review. General counsel then prepares a summary of the completed questionnaires, and presents the summary to the network's governance and board development committee for its review, discussion and action (if needed). During the year, general counsel also monitors on-going transactions in light of the summary to ensure that any potential conflicts of interest are appropriately handled in compliance with the policy.”

“Hackensackumc is an affiliate within a tax-exempt integrated health care delivery network in which hackensack meridian health, inc. Is the tax-exempt parent organization. The executive and physician compensation committee ("committee") of hackensack meridian health, inc. Is responsible for reviewing the executive compensation of the president and key employees (senior management) of the parent and all of the subsidiary organizations. The committee has adopted a written executive compensation philosophy, approved by the governing body, which it follows when it reviews and approves compensation and benefits. The executive compensation philosophy recognizes the size and complexity of the health care network and the critical need to have and retain executives that consistently demonstrate superior levels of performance so that the health network can fulfill its charitable mission. The committee reviews the "total compensation" of the individuals, including both current and deferred compensation and all employee benefits, both qualified and non-qualified on at least an annual basis to ensure that the "total compensation" of the president, other officers and each senior management key employee is reasonable. To assist with the review, the committee engages the services of a nationally recognized independent consulting firm specializing in executive compensation for not-for-profit health care organizations, and receives regional market data for comparable organizations, a report summarizing such data, and an opinion letter relating to the reasonableness of each executive's total compensation and benefits. Additionally, a senior member of the consulting firm attends the committee's meetings to provide information and to respond to questions by the members of the committee. The independent committee utilizes the outside market data comparability and based upon the organization's performance, business judgment considerations, and the individual's performance establishes compensation for each individual. The comprehensive review process utilized by the committee qualifies for the rebuttable presumption under section 4958 of the internal revenue code of 1986: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax exempt organization, which is composed entirely of individuals who do not have a conflict of interest within the meaning of the regulations under section 4958; 2. The authorized body obtains and relies upon "appropriate data as to comparability" prior to making its determination, which comparability data is provided and analyzed by sullivan cotter and associates, inc., a well-regarded expert in the area of not-for-profit health care compensation; and 3. The authorized body adequately documents the basis for its determination concurrently with making that determination, again as required in the regulations. As appropriate, the authorized body supplements the comparability data with other objective factors designed to ensure the reasonableness of the compensation paid, including an analysis of individual goals and objectives, organizational performance, personnel reviews, evaluations, self-evaluations, and written offers from competing organizations. The approved compensation arrangements by the executive committee are reported in executive session to the governing board by the senior member of the consulting firm.”

“Hackensackumc has issued tax-exempt bonds to finance various capital improvement projects, renovations and equipment and to refund existing tax-exempt bonds. In conjunction with the issuance of these tax-exempt bonds, hackensackumc's financial statements were included with the tax-exempt bond prospectus and are, on an annual basis, made available to the general public for review. In addition, hackensackumc's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury. Hackensackumc also makes available to the public via its website, www.hackensackumc.org, its compliance plan documents, code of conduct and conflict of interest policy.”

“Hackensackumc is an affiliate within hackensack meridian health; a tax-exempt integrated healthcare delivery network. The network includes both for-profit and not-for-profit organizations. Certain board of governor members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both hackensackumc and other subsidiaries and controlled entities within the network. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for hackensackumc. To the extent these individuals serve as a member of the board of trustees of other related subsidiaries and controlled entities in the network, their respective hours per week per organization are approximately the same as reflected on part vii of this form 990. The hours reflected on part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the network; not solely hackensackumc.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from hackensackumc or a related organization. Please note this remuneration was for services rendered as full-time employees of hackensackumc or of a related organization and not for services rendered as a voting member or officer of hackensackumc's board of governors.”

“COMMUNITY BENEFIT STATEMENT =========================== Hackensack Meridian Health, Inc. is a non-profit health care organization and is the sole corporate member of various health care-related organizations, the majority of which are tax-exempt entities. The Internal Revenue Service ("IRS") has recognized Hackensack Meridian Health, Inc. as being a tax-exempt organization under Internal Revenue Code ("IRC") Section 501(c)(3). Hackensack Meridian Health, Inc. and its subsidiaries and controlled entities (the "Network") comprise an integrated health care delivery system. The Network is incorporated as a New Jersey non-profit corporation established to promote and carry out charitable, scientific, academic and research activities and was created as a result of the merger of Hackensack University Health Network, Inc. and Meridian Health System, Inc., the surviving parent entity, which was renamed Hackensack Meridian Health, on July 1, 2016. The Network operates an extensive acute care hospital system which consists of two academic medical centers (which include two childrens hospitals and a cancer center), and seven community hospitals, including Hackensack University Medical Center ("HackensackUMC"). Located in Hackensack, New Jersey, HackensackUMC is an academic medical center and the largest stand-alone medical center in the state with 775 beds. HackensackUMC includes the Joseph M. Sanzari Childrens Hospital, the Donna A. Sanzari Womens Hospital, the John Theurer Cancer Center, and the Heart and Vascular Hospital. The hospital is recognized by the IRS as an IRC Section 501(c)(3) tax-exempt organization. Pursuant to its charitable purposes, the hospital provides medically necessary health care services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin religion or ability to pay. Moreover, the hospital operates consistently with the following criteria outlined in IRS Revenue Ruling 69-545: 1) the hospital provides medically necessary health care services to all individuals regardless of ability to pay, including charity care, self-pay, Medicare and Medicaid patients; 2) the hospital operates an active emergency department for all persons; which is open 24 hours a day, 7 days a week, 365 days per year; 3) the hospital maintains an open medical staff, with privileges available to all qualified physicians; 4) control of the hospital rests with its board of directors; which is comprised of independent civic leaders and other prominent members of the community; and 5) surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care, programs and activities. During 2012, Hackensack University Medical Center entered into two separate joint ventures with an unrelated entity. Under the first joint venture arrangement, entered into on March 23, 2012, Hackensack University Medical Center contributed the existing property and equipment of the former Pascack Valley Hospital campus for a 35% interest in the joint venture. Under the second joint venture, entered into on July 1, 2012, Hackensack University Medical Center purchased a 20% ownership interest in Mountainside Hospital. Behavioral Health ================= Behavioral Health aligns a broad range of specialty behavioral health services across the network and centers of excellence in areas such as mood disorders, child and adolescent behavioral health disorders, integrated medical and behavioral health care, geriatric psychiatry and substance use disorders. Hackensack Meridian Healths long history of community outreach and prevention services combined with recent population health advances and initiatives will help to position Behavioral Health well for future growth. With the formation of our new organization, Hackensack Meridian Behavioral Health became one of the largest and most comprehensive providers of Behavioral Health services and programs in the state, poised with 165 in”

“According to the American Cancer Society, New Jersey has a higher cancer incidence rate than the national average. The Memorial Sloan Kettering Cancer Center Hackensack Meridian Health partnership aims to improve the state of cancer care in New Jersey and beyond by providing support to patients throughout the cancer care continuum, from diagnosis through active treatment and into survivorship. Patients will benefit from greater access to the most innovative concepts and treatments in cancer care, including precision medicine, immunotherapy, and cell-based therapies. Each organizations existing sites of care in New Jersey - including Hackensack Meridian Healths cancer care locations, John Theurer Cancer Center at Hackensack University Medical Center, and Memorial Sloan Ketterings locations in Basking Ridge, Middletown, and Montvale (opening in 2018) - will be part of the Memorial Sloan Kettering Cancer Center - Hackensack Meridian Health partnership, but each organization will independently own, operate and manage these existing sites. The initial stages of the Memorial Sloan Kettering Cancer Center Hackensack Meridian Health partnership will involve developing joint standards of care to be applied across these existing sites to optimize clinical outcomes for every patient, as well as setting clinical research priorities. Eventually, the two organizations will create a formal joint venture to own and operate new ambulatory care centers in areas of New Jersey they do not yet serve. Our combined and unparalleled clinical experience, along with our focus on big-data platforms, next-generation analytics and precision medicine, will lead to the best possible outcomes for patients. Together we will develop and implement standardized care management and research protocols for all cancer patients receiving care at Memorial Sloan Kettering Cancer Center and Hackensack Meridian Health partnership sites. Memorial Sloan Kettering Cancer Center is deeply committed to New Jersey, having provided cancer care in the state for more than 20 years. Today, Memorial Sloan Kettering Cancer Center and Hackensack Meridian Health treat one in five New Jersey residents who are diagnosed with cancer. Combined, we will annually serve the most patients with cancer in the region, and many of their combined programs will be among the largest and most respected in the country. The Memorial Sloan Kettering Cancer Center Hackensack Meridian Health partnership creates instant convenience. All Memorial Sloan Kettering Cancer Center locations in New Jersey (in Basking Ridge, Middletown and Montvale) and Hackensack Meridian Health locations that offer cancer care will participate in the partnership. Physicians employed by Memorial Sloan Kettering Cancer Center and Hackensack Meridian Health - including the Hackensack Division of Regional Cancer Care Associates and physicians who participate in Hackensack Meridian Healths clinically integrated network - will continue to care for patients at their respective sites. The partnership will be overseen by an Operating Board made up of representatives from each organization. That board will function with the advice of a formal clinical council, led by internationally recognized experts in all subtypes of cancer from Memorial Sloan Kettering Cancer Center, John Theurer Cancer Center and Hackensack Meridian Health, as well as a formal executive advisory group comprising institutional leaders in key areas. Collaboration on Cancer Antigens -------------------------------- In December, John Theurer Cancer Center announced a partnership with the Parker Institute for Cancer Immunotherapy, founded by Napster founder Sean Parker, and the Cancer Research Institute for a major collaboration focused on neoantigens, unique cancer markers that researchers believe may hold the key to developing targeted cancer immunotherapies. In addition to John Theurer Cancer Center, initial tissue samples are expected to be provided by Memorial Sloan”

“Neuroscience ============ Hackensack Meridian Health offers a comprehensive range of neuroscience services at seven of our hospitals, including The Neuroscience Institute at Hackensack University Medical Center. Together, this broad network of services brings together clinical experts, advanced technology, innovative treatments and patient-centered care to manage and treat conditions of the brain, spine and nervous system. Staffed by neurologists, neurosurgeons (pediatric and adult), researchers and specialists in neuro-immunology, neuro-oncology, neuropsychology, movement disorders and neuropathy, this team takes an interdisciplinary approach to care. In October 2016, Hackensack University Medical Center opened a new Multiple Sclerosis Center. This center is dedicated to treating people with MS and related disorders such as neuromyelitis optica, transverse myelitis and acute disseminated encephalomyelitis. The new center will serve as a hub for clinical care, community engagement, research, training and education for the community. Our goal is to improve the quality of life and neurological function of people who live with such illnesses, to help them lead their lives to the fullest extent possible and to remain engaged in their families, their community and the workplace. Communication is critical for this chronic disease. At Hackensack Meridian Health, we need to provide easy access to state-of-the-art, comprehensive care and have providers communicate rapidly and directly with one another about patient care issues. Also in October 2016, The Hereditary Neuropathy Foundation (HNF) announced its Centers of Excellence for the hereditary neuropathy patient community. These designated centers all demonstrate strengths in providing excellence in clinical care and research. This prestigious designation was given to Hereditary Neuropathy Center at Hackensack University Medical Center has been accredited by the Hereditary Neuropathy Foundation as a Center of Excellence. Childrens Care =============== By establishing Hackensack Meridian Health as a network in 2016, our sub-specialized pediatric services are reaching even more communities throughout the region. This year, a strategic leadership team was initiated to work collaboratively in identifying the ways which Hackensack Meridian Health can continue to improve access to quality pediatric specialty care across the state to best serve our patient population. Comprised of key leaders from Joseph M. Sanzari Childrens Hospital and K. Hovnanian Childrens Hospital, the team is building the foundation for a seamless and coordinated pediatric continuum of care. This includes the expansion of pediatric nephrology, pediatric rheumatology and pediatric hematology/oncology experts from Joseph M. Sanzari Childrens Hospital, connecting them with patients across the network, and working in sync with pediatricians and subspecialists at K. Hovnanian Childrens Hospital to make these services accessible to families of Monmouth and Ocean counties. In 2016, pediatric services across Hackensack Meridian Health continued to grow, with specialized programs established at our two Childrens Hospitals to address the unique needs of children. These services include Pediatric Sleep and Pediatric Palliative Care programs at K. Hovnanian Childrens Hospital, plus Integrative Medicine, Adolescent Medicine, and The Joint Commission-certified Pediatric Pain and Palliative Care program at Joseph M. Sanzari Childrens Hospital. In the realm of childhood cancer, our programs and experts provide unique and distinct offerings to our patients. Pediatric neuro-oncology at Joseph M. Sanzari Childrens Hospital established a statewide tumor board to foster collaboration and knowledge-sharing among oncology experts across the state. The division also initiated Phase 1 clinical trials for children with high grade gliomas. These programs and physicians are enriching the expansive breadth of pediatric services provided through t”

“Population Health ================= Beckers Hospital Review featured Hackensack Meridian Healths Accountable Care Organizations (ACOs) on its 100 ACOs to Know for 2016 list. Beckers featured Hackensack Meridian Health on its national list for its strong portfolio of ACOs, including the commercial clinically integrated network, Hackensack Meridian Health Partners, as well as the networks two Medicare ACOs, HackensackAlliance ACO and Meridian ACO. Combined these ACOs boast some of the strongest quality scores in the nation and are responsible for millions of dollars in health care savings. Hackensack Meridian Health Partners entered new territory in 2016, expanding from Monmouth and Ocean counties to Bergen, Essex, Hudson, Middlesex and Passaic counties. Physician membership experienced its biggest growth to date, hitting more than 2,000 members and growing by nearly 60 percent in just three months. This exponential growth connects more Hackensack Meridian Health primary care and specialists, enabling the delivery of coordinated and efficient care to patients across seven counties. Across the network, leaders, nurses and physicians are collaborating to improve patient care and redesign Hackensack Meridian Healths care coordination. This care coordination project demonstrates Hackensack Meridian Healths commitment to enhancing patient care throughout the care continuum not just when theyre in the hospital. As a first step to help create smoother care transitions and improve coordination, Hackensack Meridian Health care teams are implementing a new technology, PatientPing. PatientPing gives providers real-time notifications whenever their patients receive care at a wide range of facilities in New Jersey and beyond. Meanwhile, PatientPing gives care instructions to the facility where patients are receiving care, including contact information for the patients care team as well as the patients visit histories. This real-time sharing of information enables providers to apply timely interventions, avoid unnecessary readmissions, and ensure safer care transitions for their patients. Hackensack Meridian Health is the first health care provider to use this technology in New Jersey. This care coordination endeavor will help streamline and align care patient care. Hackensack Meridian Healths two Medicare Accountable Care Organizations (ACO) hit new milestones this year. HackensackAlliance ACO experienced its most successful year ever, generating shared savings for the third year in a row. HackensackAlliance ACO ranked seventh in the nation for total savings, saving more than $33 million for the 2015 Performance Year. In addition, it improved its quality score to a 95.7 percent overall Quality Score. Meanwhile, Meridian ACOs overall Quality Score for the 2015 Performance Year was 92.71 percent, making it the third consecutive year in which the Meridian ACO realized year-over-year improvements in quality. Hackensack Meridian Health is participating in two Medicare initiatives aimed at improving patient care, outcomes and satisfaction. Nearly all of Hackensack Meridian Healths hospitals are participating in Medicares Comprehensive Care for Joint Replacement (CJR) model. The major orthopedic program is designed to improve the care and outcomes of Medicare patients undergoing hip and knee replacements. In less than a year, the team comprised of clinical, administrative and executive team members worked tirelessly to increase coordination and implement new tools to support our care of patients undergoing hip and knee replacements. Community Benefits ================== Our mission to provide the full spectrum of life-enhancing care and services to create and sustain healthy, vibrant communities is at the heart of our charitable roots. Hackensack Meridian Health is leading the way for health cares expansion beyond hospital beds and into communities, where patients and experts come together to form the ultimate health networking hub. Its all part of”

“Healthy Futures: Pediatric Weight-Management Program ---------------------------------------------------- The number of overweight children and adolescents in our country has been increasing steadily. Children and adolescents who are overweight are at increased risk for complications such as high blood pressure, high cholesterol and diabetes. In addition, emotional and social functioning may be negatively impacted. Healthy Futures is a medically based pediatric weight management program for children ranging from 8 to 18 years old. It is based at HackensackUMC Fitness & Wellness Powered by the Giants in Maywood, a dynamic 112,000-square-foot center designed to keep members of the community well. The comprehensive weight-management program for boys and girls addresses topics such as emotional and social eating, self-esteem, coping with social pressures, and learning to make healthy food choices. Healthy Futures was created in 2011 to improve the overall health and self-esteem of children and adolescents who are overweight or obese. Overweight children and childhood obesity is a growing problem that threatens to reduce both the quality and quantity of life of future generations of Americans. Using donated funds, we have had the opportunity to offer cooking demonstrations and educational sessions on nutrition and wellness to members of the community. To date, more than 200 families have benefited from the Healthy Futures program. Health Promotion Providing Opportunities to Learn --------------------------------------------------- Its never been easier to connect with Hackensack Meridian Health. Opportunities to learn can be found at our hospitals, conference centers and Fitness & Wellness locations, as well as right in the community the local library, senior center, school, employer, and now even at the shopping mall. In fact, more than 100,000 people attended an educational seminar in 2016. Our programs are delivered by a dedicated team of health care professionals and physicians, many of whom volunteer their time, to educate our community on health topics focused on preventing disease, managing chronic conditions and improving overall quality of life. Hackensack Meridian Healths Community Outreach team has received special training in health literacy as well as cultural competence to ensure the best possible experience for our diverse community. Injury Prevention Programs -------------------------- Project Healthy Bones is a 24-week exercise and education program for older women and men at risk for, or who have osteoporosis. The program is offered in partnership with the New Jersey Department of Health. In 2016, Hackensack University Medical Center collaborated with the communities of Montvale, Ramsey and Ridgefield to provide this program to their communities. Currently, there are over 125 participants. In 2016 Hackensack Meridian Health was awarded a New Jersey Department of Human Services grant for delivery of the evidence-based fall prevention program: A Matter of Balance: Managing Concerns about Falls. This eight-week workshop emphasizes practical strategies to reduce fear of falling and increase activity levels. Falls among New Jerseys seniors and adults with disabilities result in physical, psychological and financial hardships for individuals and place a significant burden on caregivers, social services and health care agencies. In 2016, there were 14 workshops offered and over 200 older adults participated in this program. Local Health Agency Partnership ------------------------------- The Health Awareness Regional Program (HARP) of Hackensack University Medical Center has been committed to providing the highest quality of health promotion and illness prevention services in Bergen County since 1977. We are proud of the strong collaborative relationships with community organizations and local health agency partners to provide high-quality professional health education and public health services to 22 Bergen County munici”

“Expenses incurred in providing various other medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin or ability to pay.”

“OTHER CHANGES IN NET ASSETS OR FUND BALANCES INCLUDE: - PENSION-RELATED ADJUSTMENTS - ($42,768,268); - NET ASSETS RELEASED FROM RESTRICTIONS - CAPITAL ACQUISITIONS - $1,418,544 - TRANSFER OF JOINT VENTURE ASSETS - ($11,494,871); - NET EQUITY TRANSFERS TO RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATIONs - ($93,393,776); - NET EQUITY TRANSFERS TO OTHER RELATED ORGANIZATIONS - ($13,691,616); - CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF HACKENSACK UNIVERSITY MEDICAL CENTER FOUNDATION, INC.; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION - ($9,615,039); - TEMPORARILY RESTRICTED CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF HACKENSACK UNIVERSITY MEDICAL CENTER FOUNDATION, INC.; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION - $11,492,160; - TEMPORARILY RESTRICTED NET ASSETS RELEASED FROM RESTRICTIONS - CAPITAL ACQUISITIONS - ($1,418,544); - TEMPORARILY RESTRICTED NET ASSETS RELEASED FROM OPERATING RESTRICTIONS - ($305,898); - PERMANENTLY RESTRICTED CHANGE IN BENEFICIAL INTEREST IN NET ASSETS OF HACKENSACK UNIVERSITY MEDICAL CENTER FOUNDATION, INC.; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION - $7,235,793; AND - SUPPORT TO CONTROLLED ENTITIES; NET, REFLECTED IN CORE FORM, PART VIII, LINE 2C - $107,294,385.”

“Pricewaterhouse coopers, l.l.p. Audited the consolidated financial statements of hackensack meridian health, inc. For the six month period ended december 31, 2016, including this organization. Pricewaterhouse coopers, l.l.p. Issued an unqualified opinion with respect to the audited consolidated financial statements. The hackensack meridian health, inc. Compliance and audit committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes this organization, and the selection of an independent auditor. -------------------------------------------------------------------------”

“BY HACKENSACK UNIVERSITY MEDICAL CENTER (EIN: 22-1487576), A SIGNIFICANT TRANSFEROR This statement is made pursuant to Regulation Section 1.351-3(a) by the following entity, a significant transferor: HACKENSACK UNIVERSITY MEDICAL CENTER EIN: 22-1487576 30 PROSPECT AVENUE, HACKENSACK, NJ 07601 HACKENSACK UNIVERSITY MEDICAL CENTER (EIN: 22-1487576), a U.S. tax-exempt corporation and a significant transferor, made A constructive transfer of $2,000,000 IN cash on 2/1/2016 to HACKENSACK UNIVERSITY MEDICAL CENTER CASUALTY COMPANY, LTD., its wholly-owned subsidiary formed in Bermuda. The good faith estimate of the aggregate fair market value and tax basis of the assets transferred by HACKENSACK UNIVERSITY MEDICAL CENTER (as determined immediately before the exchanges) was $2,000,000. No private letter rulings were issued by the Internal Revenue Service in connection with these Internal Revenue Code 351 exchanges.”