Westhealth Inc

“As more fully described in the attached articles of merger, westhealth, inc merged with and into allina health system [ein: 36-3261413], a minnesota 317a nonprofit corporation and 501(c)(3) tax exempt organization, on december 31, 2015. Articles of merger of westhealth, inc into allina health system were filed with the minnesota secretary of state. Allina health system is the surviving and successor organization. As a result and for tax reporting purposes, all assets and liabiltities of westhealth, inc have been transferred to allina health system as of december 31, 2015.”

“Allina health system is the sole corporate member organization and parent organization of westhealth, inc. See schedule r for further details. As the sole corporate member organization, allina health system holds certain reserved powers over westhealth, inc. The reserved powers are fully described in westhealth's governing documents and include such powers as election and approval of directors, final approval of amendments to ariticles or incorporation or bylaws, approval of strategic plans and capital and operating budgets, approval of plans of merger or consolidation, approval of incurrence of debt or expenditures in excess of certain amounts, and various other reserved powers as described therein.”

“See the narrative explanation in schedule o related to form 990, part vi, section a, line 6.”

“Members of the organization have the right to approve the governing body's election and removal of members of the governing body, as well as other matters that are subject to the approval of members of the organization as they occur.”

“The tax services function of allina health system, westhealth's sole corporate member and parent organization, subjected the form 990 filing to a rigorous review process by the allina tax manager and tax director. Allina's senior vice president of finance and treasury also performed an executive review of the form 990. After the management review process described above was completed, the final form 990, as ultimately filed with the internal revenue service [irs], was provided to each voting member of allina health system's board of directors, as the successor in merger. Allina health system's board of directors voted on and approved a resolution approving the form 990 and the minnesota charitable trust annual report to be filed with the minnesota attorney general. The board of directors resolution also directed officers to file the form 990 with the irs and the charitable trust annual report with the charities division of the office of the minnesota attorney general. The above stated review and approval process occurred prior to filing the westhealth, inc form 990 with the irs and minnesota charitable trust annual report with the minnesota attorney general.”

“The organization has several methods of monitoring and enforcing compliance with its conflict of interest policy. First, the organization regularly distributes conflict of interest disclosure questionnaires to its officers, directors, trustees, and key employees. These individuals are required to disclose annually any interest that could give rise to conflicts, including any family or business relationship. Second, the general counsel's office annually delivers a report to allina's board of directors which includes, among other things, the results of the conflict of interest questionnaire, an analysis of potential conflicts, and guidance for satisfactorily resolving conflicts. Third, the organization undertakes mandatory compliance training of all its employees which includes training on conflicts of interest. Fourth, all employees receive, and are expected to conduct themselves in accordance with allina's code of conduct. The code of conduct contains educational materials and guidance to resolve potential conflicts of interest. Fifth, allina maintains a corporate integrity hotline, a confidential 24 hour external resource to help answer questions related to ethical business conduct. All calls to the integrity line are kept confidential.”

“Westhealth, inc.'s compensation and benefits programs are vested in and administered in conjunction with allina health system, westhealth, inc.'s sole member parent organization. The compensation committee of the allina health system board of directors is responsible for all compensation and benefits program elements for non-collectively bargained allina health system executive employees. Allina health system uses a process for determining compensation for the ceo and certain other officers and key executive employees that included all of the following elements: review and approval by the compensation committee of the board of directors, the members of which are independent and without a conflict of interest as defined in regulation section 53.4958-6(c)(1)(iii). Engagement of an independent compensation consultant specializing in executive compensation use of data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations contemporaneous documentation, substantiation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangement the above described process and an assessment is performed at least annually for the following positions: chief executive officer/president, chief financial officer, chief clinical officer, executive vice president - allina hospitals, president - abbott northwestern hospital, president - united hospital, president - mercy hospital, president - unity hospital, executive vice president - ambulatory care, president - allina clinics, senior vice president - general counsel, senior vice president - clinical service lines, senior vice president - chief compliance officer. In addition, the compensation committee reviews and recommends changes to the board of directors for the chief executive officer and reviews and approves all compensation changes of the other fore mentioned positions listed in advance of the change.”

“Westhealth, inc. Makes its form 990, form 1023, governing documents, conflict of interest policy, and financial statements available to the public upon request. To arrange an inspection or receive a copy, please contact the following: westhealth, inc. Tax services mail route 10890 p.o. Box 43 minneapolis, mn 55440-0043 telephone: 612-262-0660 physical address: 2925 chicago avenue minneapolis, mn 55407-1321 the form 990 and form 1023 are also available directly from the internal revenue service. Publicly avaialble data on the form 990 will also be available through amazon web services (aws) at https://aws.amazon.com/public-data-sets/irs-990/. The form 990 and financial statements are also available from the charities division of the office of the minnesota attorney general.”

“See schedule n, part i, line 3 for explanation of merger.”

“Westhealth, inc does not issue payments to independent contractors but rather allina health system, the parent organization, provides payments to independent contractors. The number reported on form 990, part v, line 1a is the number reported on allina health system's form 1096 box 3 related to payments made on behalf of westhealth, inc.”

“Net assets and fund balance transferred to allina health system -23,276,466.”

“As a result of the merger with and into allina health system on december 31, 2015, the allina health system audit and compliance committee assumed authority, responsibility and oversight, including the selection process of the independent accountant. Westhealth, inc was included on a consolidated basis in the audited financial statements of allina health system.”