Wisconsin Dialysis Inc

“DELEGATION OF CONTROL OVER MANAGEMENT DUTIES Wisconsin Dialysis, Inc.'s Board Secretary functions as the Organization's Executive Director and compensation is paid by a related organization, University of Wisconsin Hospitals and Clinics Authority (UWHCA). All management duties are provided for under a Management Services Agreement between WDI and UWHCA.”

“MEMBERS OF THE ORGANIZATION Members are all of one class with a 45% ownership by UnityPoint Health-Meriter, 45% owned by University of Wisconsin Hospitals and Clinics Authority, and 10% owned by University of Wisconsin Medical Foundation.”

“POWER TO ELECT OR APPOINT GOVERNING BODY The Board of Directors will be appointed solely by the Members of Wisconsin Dialysis, Inc.”

“GOVERNANCE DECISIONS RESERVED TO PERSONS OTHER THAN GOVERNING BODY The Members of Wisconsin Dialysis shall have the rights to approve, - Merger, consolidation or dissolution of the Company; - Amendment or restatement of the Articles of Incorporation or the Bylaws of the Company; and - Amendment of Management Services Agreement between the Company and University of Wisconsin Hospitals and Clinics Authority.”

“REVIEW OF FORM 990 BY THE ORGANZATION'S GOVERNING BODY Form 990 is completed by the organization's external accounting firm. Key finance employees reviewed the Form 990 to determine if complete and accurate. The original and amended return were provided to the members of the board of directors with a memorandum related to the amended Form 990 before filing. The original and amended return was submitted for filing with the Internal Revenue Service.”

“MONITORING AND ENFORCING COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY To ensure that the Organization operates in a manner consistent with charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects, to the extent such subjects are applicable: 1) Whether compensation arrangements and benefits are reasonable and are the result of arm's length bargaining; 2) Whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefit; 3) Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reason able payments for goods and services, further the Organization's charitable purposes and do not result in inurement or impermissible private benefit; 4) Whether agreements to provide health care and agreements with other health care providers, employees, and third party payers further the Corporation's charitable purposes and do not result in inurement or impermissible private benefit; 5) The policy covers all voting and ex-officer Board Members. Anyone found to be in violation of this policy would be recused from voting on and discussion about the transaction or topic. All review activity of actual or potential conflicts takes place at the full board level.”

“AVAILABILIIY OF ORGANZATION DOCUMENTS All referenced documents are available to the public upon request pursuant to the guidelines of Section 6104(d).”

“On 10/7/19, WDI contributed substantially all of the assets used in its business to Fresenius Kidney Care Madison, LLC. WDI retained a 30% membership interest in the joint venture. Due to the contribution of assets, WDI is no longer primarily operated for charitable purposes and ceased to be a tax exempt entity under IRC 501(c)(3) as of 10/7/19. The Form 990 is amended to reflect the income from the joint venture arrangement as unrelated business income. Part VIII reflects the changes to income. Part XI, line 9 reflects the book/tax differences between the Form K-1 revenue from the joint venture and the amounts recorded on the books under the equity method of accounting. The changes to the Form 990 resulting from the unrelated business activities are as follows: i. Page 1, box G ii. Part I, line 9 & 10 iii. Part III, line 3 narrative iv. Part III line, 4a revenue v. Part IV line 32 vi. Part V, lines 3a & 3b vii. Part VIII, lines 2a-c, line 3, and line 7 viii. Part XI, Line 9 ix. addition of Schedule N. All unrelated business income for the year ended June 30, 2020 will be reported on Form 990-T for that year. Beginning with the tax year ending June 30, 2021 and all subsequent tax years, WDI will file Form 1120 in lieu of Form 990.”

“Due to the contribution of assets and business operations to the joint venture on 10/7/2019, WDI is no longer primarily operated for charitable purposes and ceased to be a tax exempt entity under IRC 501(c)(3). WDI has filed Form 990-T to report income from the joint venture arrangement as unrelated business income, for the tax period October 8, 2019 through June 30, 2020. For the tax year ending June 30, 2021 and for all subsequent tax years, WDI will file Form 1120 in lieu of Form 990.”

“Capital Transferred Out -37,000,000. Book/Tax Difference for Equity Interest in Joint Venture 258,904.”