Ahp Specialty Care Nfp

“AHP Specialty Care, NFP (the filing organization) has one member. The sole member of the filing organization is AHS Midwest Management, Inc., an Illinois, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3).”

“The sole member of the filing organization is AHS Midwest Management, Inc. The Board of Directors of the filing organization are appointed by the sole member, AHS Midwest Management, Inc., who has the right to appoint and remove any member of the Board of Directors of the filing organization.”

“The filing organization is a Covered Affiliate of the JOC known as AMITA Health. The sole member of the filing organization is AHS Midwest Management, Inc. (AHSMWM). AHSMWM's sole member is Adventist Midwest Health (AMH) which is one of two members in AMITA Health. The other member of AMITA Health is Alexian Brothers Health System. The top-tier parent of AMH is AHSSHC (Sponsor). The governing documents of the filing organization provide for certain reserved powers to exercise financial, managerial, and operational authorities over the filing organization by AHSSHC, as Sponsor, by AMH as Member, by both members of the JOC, namely, AMH and Alexian Brothers Health System (Members), and by the Board of Directors of the JOC. Certain governance powers are reserved to AMH as the Member of the JOC. These reserved powers include the alteration, restatement or repeal of the Articles of Incorporation, Bylaws or Mission Statement of the filing organization, provided that such actions are not inconsistent with the JOC Bylaws or the Affiliation Agreement and the appointment of the filing organization's Board of Directors, subject to the ratification of the JOC Board of Directors. Financial authorities reserved to the Sponsor, the Board of Directors of the JOC, and by both members of the JOC include the approval of any disposition of the filing organization's assets and any internal transfer of the filing organization's assets. The Sponsor, the Board of Directors of the JOC, and both members of the JOC may approve such dispositions or transfers up to established asset dollar values as set forth in the Bylaws of the filing organization. Annual operating and capital budgets of the filing organization must be ratified by both Sponsors of the JOC. The Board of Directors of the JOC must approve any capital expenditure to be made by the filing organization in excess of $10 million. Operational authorities reserved to the Board of Directors of the JOC include the determination of the services to be provided by the filing organization, including the authority to direct the expansion, reduction and consolidation of clinical programs, patient care services and administrative capabilities or other major changes in the operation of the filing organization.”

“The filing organization's current year Form 990 was reviewed by the CEO and by the CFO prior to its filing with the IRS. The review conducted by the CEO and the CFO did not include the review of any supporting workpapers that were used in preparation of the current year Form 990, but did include a review of the entire Form 990 and all supporting schedules.”

“The Conflict of Interest Policy of the filing organization applies to members of its Board of Directors and its principal officers (to be known as Interested Persons). In connection with any actual or possible conflicts of interest, any member of the Board of Directors of the filing organization or any principal officer of the filing organization (i.e. Interested Persons) must disclose the existence of any financial interest with the filing organization and must be given the opportunity to disclose all material facts concerning the financial interest/arrangement to the Board of Directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant Board member or principal officer, the remaining members of the Board of Directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's Conflict of Interest Policy, an Interested Person may make a presentation to the Board of Directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each Interested Person, as defined under the filing organization's Conflict of Interest Policy, shall annually sign a statement which affirms that such person has received a copy of the Conflict of Interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's Conflict of Interest Policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“Certain of the filing organization's officers and key employees are not compensated by the filing organization. The CEO, CFO, COO, CMO, and Former COO are compensated by an unrelated organization, Alexian Brothers Health System. Alexian Brothers Health System is a co-member in the Joint Operating Company in which the parent of the filing organization became a member of effective February 1, 2015. The joint operating company, known as AMITA Health, establishes and approves the annual compenation of the officers and key employees listed on Form 990, Part VII, Section A, Line 1a. Please see the discussion concerning the process followed by AMITA Health in determining executive compensation in our response to Schedule J, Line 3.”

“The filing organization is a part of the system of healthcare organizations known as AdventHealth. The audited consolidated financial statements of AdventHealth and of the AdventHealth "Obligated Group" are filed annually with the Municipal Securities Rulemaking Board (MSRB). The "Obligated Group" is a group of AHSSHC subsidiaries that are jointly and severally liable under a Master Trust Indenture that secures debt primarily issued on a tax-exempt basis. Unaudited quarterly financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) are also filed with MSRB for AdventHealth on a consolidated basis and for the grouping of AdventHealth subsidiaries comprising the "Obligated Group". The filing organization does not generally make its governing documents or conflict of interest policy available to the public.”

“For those Board of Director members, officers, and key employees who devote less than full-time to the filing organization (based upon the average number of hours per week shown in column (B) on page 7 of the return) the compensation amounts shown in columns (E) and (F) on page 7 were provided in conjunction with that person's responsibilities and roles in serving in an executive leadership position in conjunction with the Affiliation Agreement and joint operating company known as AMITA Health. Please see our response to Form 990, Part VI, Section A, Line 7b. The CEO, COO, CFO, CMO, and Former COO were compensated by an entity unrelated to the filing organization. The hours and compensation disclosed in Part VII reflect the time and compensation for the filing organization and its related entities. This disclosure does not include time and compensation associated with providing services to entities not related to the filing organization.”

“The top-tier parent corporation of AHP Specialty Care, NFP (the filing organization) is Adventist Midwest Health (AMH). AMH is an Illinois, not-for-profit corporation that is exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). AMH has established a shared service center to centralize the Accounts Payable (A/P) function for all AMH subsidiary organizations. The filing organization has entered "0" in Part V, Line 1a because the filing organization no longer issues Form 1099 returns, rather, all such returns are filed by and under the name and EIN of AMH as the payor subject to the information reporting requirements of Section 6041. The facts and circumstances support a position that AMH, as a payor on behalf of its subsidiary organizations in a shared service environment, will have sufficient management and oversight in connection with the subsidiary organizations' payments to meet the standard set forth in Treas. Reg. Section 1.6041-1(e). AMH will not merely be making payments at the direction of its subsidiary organizations. Accordingly, AMH is considered the payor subject to the information reporting requirements of Section 6041.”

“Leased Personnel: Program service expenses 5,712,763. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,712,763. Professional Fees: Program service expenses 130,895. Management and general expenses 298,466. Fundraising expenses 0. Total expenses 429,361. Intercompany Management Fee: Program service expenses 0. Management and general expenses 123,900. Fundraising expenses 0. Total expenses 123,900.”