Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| Schedule O Disclosures | Various - See the following references | IRS Form 990 Part VI Section A Line 2 Board Directors Mike Mallaro and Frank Seng have a business relationship at VGM Group, an unrelated organization, where they both serve as co-trustees of the companies ESOP Plan. IRS Form 990 Part VI Section A Lines 6-7b N.E. Iowa Real Estate Investments, Ltd. has one shareholder which has the authority to elect and remove the members of the board of directors of N.E. Iowa Real Estate Investments, Ltd. IRS Form 990 Part VI Section B Line 10 Wheaton Franciscan Healthcare and Franciscan Ministries are part of a controlled group of health care and housing providers, controlled under a common parent organization Wheaton Franciscan Services, Inc. Some of these organizations are exempt through the Catholic Group Ruling and other organizations have a stand alone exemption (IRS determination) letter. As such, these related affiliates have certain policies and procedures that were adopted at the parent level, but are applicable to the entire controlled group of organizations. All policy and procedure matters are handled in a manner to ensure that all activities are consistent with the organization's overall exempt purposes. Please see Schedule R for a full listing of all related affiliate organizations. IRS Form 990 Part VI Section B Line 11 Affiliates of Wheaton Franciscan Healthcare use a multiple-level review process on all Federal and State information and tax returns to ensure accurate and timely filing for all organizations. Under the direction of the Tax Manager, the Accounting Department prepares Forms 990, 990-T, and associated state filings. When complete, the return is first reviewed by the Controller, who focuses on the income statement and balance sheet items, and all schedules where transactions of this type might be reported. If discrepancies are found, the item will be corrected prior to the next step in the review process. Once cleared through Accounting, the return is provided to the Tax Department, where the Tax Manager and Vice President of Treasury and Risk Management focus their review on consistency of reporting between all returns, accuracy of tax related information, and explanation and understanding of any outliers. Again, any problems or questions are investigated and corrected. Depending on the level of complexity of the year in question, as well as the individual issues specific to that filing, certain returns may be selected for outside review by a public accounting firm. This decision will vary from year to year based on many factors, and sometimes outside review is not utilized at all. Also, certain schedules, such as Schedule K, Schedule H, and Schedule J, may be selected for review by outside bond counsel, a community benefit associate, and/or the compensation committee respectfully and as needed. This decision will vary from year to year, again based on many factors. The Accounting Department, upon completion of all levels of review, will schedule an appointment with the Senior Vice President and CFO, who will perform a review prior to signing the return. Once signed, the return is cleared to provide to members of the Board of Directors. The parent organization, Wheaton Franciscan Services, Inc. has designated that the Audit Committee review the parent return in certain years. This is a cursory review, where the 990 is explained at a high level by management representatives, and any questions or concerns that the board has can be addressed. At a later date and prior to efiling, the full board is provided access to all 990's and 990-T's throughout the system via an online portal. A similar process exists at the regional holding company levels - a 990 is selected for review in certain years by the Finance and Operations Committee. Similarly, the 990 (and accompanying 990-T if any) is explained at a high level, and board questions or concerns are addressed. Members of the full board are provided access to all 990's and 990-T's within that region prior to efiling via an online portal. IRS Form 990 Part VI Section B Line 12 As part of an annual process, conflict of interest questions are sent out to all Officers, Directors, and other individuals in key positions using software designed to capture this information. The responses are analyzed in order to determine information on potential conflicts, as well as information on business and family relationships for purposes of answering certain questions on IRS Form 990. Responses to these questions are reviewed by the Vice President of Compliance and the Manager of Tax Compliance, and follow up action, if any, are documented within the software. After an approximate 3 and again at 6 weeks, names of all non responders are compiled, and these individuals receive either an email or letter reminding them to complete the information. Responses to questions continue to be reviewed and documented throughout this time period. Approximately 1 month prior to the filing deadline of IRS Form 990, responses to date are compiled. Any response requiring disclosure is entered into the information return. Also at this date, the remaining non responder names are determined, and a letter, along with the actual Conflict of Interest Policy, is sent to the Chairperson of each board. The letter outlines the current non responders, as well as any Officer or Board member that has disclosed a financial interest that might pose a potential conflict of interest. Depending upon the nature of the financial interest and work done by the board, several actions may be considered - the board member with a financial interest would need to voluntarily excuse him or herself from the deliberations and/or voting on such a matter; or, if necessary, the board would determine that the subject's financial interest was an actual conflict of interest, in which case the board member would be informed by the board Chairperson that he or she would not be allowed to vote in any such matters due to this real or perceived conflict of interest. Minutes of the board meeting would document this decision process, and reflect whatever action(s) are ultimately taken. The board chairperson is also required to discuss with non responders the repercussions of not responding after two attempts, and require the board member to complete the annual conflict of interest disclosure questions before being allowed to continue in any board matters. If the board member refuses, the Chairperson has the authority to determine the appropriate action, including, but not limited to prohibiting them from participating in deliberations, preventing them from voting, and/or removing them as a board member. IRS Form 990 Part VI Section B Line 15 The compensation of the CEO of Wheaton Franciscan Services Inc. (WFSI) and other officers and key employees of the filing organization is reviewed and approved on an annual basis by the Executive Committee of the WFSI Board of Directors, an independent board, acting in a manner consistent with its conflicts of interest policy. The board's decision is informed by an opinion on market comparable compensation data provided to the board by an independent compensation expert. The organization maintains contemporaneous documentation of the substantiation of the deliberation and decision by the board. Compensation for the organization's President and other officers and key management employees, is reviewed and approved, as part of the Wheaton Franciscan Services, Inc. Executive Compensation Plan, on an annual basis by the Executive Committee of the Wheaton Franciscan Services, Inc. Board of Directors (the "Executive Committee of the WFSI Board"), an independent board, acting in a manner consistent with its conflicts of interest policy. The Executive Committee of the WFSI Board's decision is informed by an opinion on market comparable compensation data provided to the board committee by an independent compensation expert. The Executive Committee of the WFSI Board maintains contemporaneous documentation of the substantiation of the deliberation and decisions it makes. For those officers and key employees that are paid for their services other than pursuant to the WFSI Executive Compensation Plan, the compensation terms are approved by the President of Covenant Medical Center, Inc. and Wheaton Franciscan Services - Iowa, Inc. In such case, decisions are made in accordance with the organization's conflict of interest requirements. Also, in such case, the compensation paid pursuant to a contract is determined with reference to market comparable information. Organizational policy requires that contemporaneous documentation of the same be maintained. |
| Schedule O Disclosures Continued | Various - See the following references | IRS Form 990 Part VI Section C Line 19 Affiliates of Wheaton Franciscan Healthcare and Franciscan Ministries provide upon request certain documents including our financial statements, conflict of interest policy, and governing documents that support our tax exempt status, including, but not limited to, articles of incorporation and bylaws. Requests for information are considered on a case-by-case basis, and this process is outlined in our Public Disclosure Policy. As part of the requirements for tax exempt bond financing, the consolidated financial statements of Wheaton Franciscan Services, Inc. (#36-3262111), the parent corporation of Wheaton Franciscan Healthcare and Franciscan Ministries affiliates are required to be provided each quarter to the Municipal Securities Rule Making Board (MSRB). The vehicle used to accomplish this is through an external website (http://emma.msrb.org/) referred to as "EMMA" (Electronic Municipal Market Access System). The financial statements are uploaded each quarter to the website, and along with other information provided at the bond's inception, are available for viewing by the general public. IRS Form 990 Part VII Column B Wheaton Franciscan Healthcare and Franciscan Ministries are a controlled group of related healthcare and housing organizations. As such, many employees who are at the Vice President level or above, or who are Officers and/or Directors of organizations where Wheaton has common boards and other overlaps, spend significant time devoted to tasks not only for the filing organization, but also for related organizations. While there is no official time study tracking that is done, it is estimated that for each employee, tasks devoted to related organizations could approximate up to 80% of total hours. IRS Form 990 Part XI Line 5 Certain related organizations utilize receivable/payable accounts throughout the year. These intercompany balances are settled through the equity account at the end of each fiscal year to bring the receivable/payable balances to zero. DISCLOSURE STATEMENT RELATED TO FORMS 5471 INFO RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN CORPORATIONS FILED ON BEHALF OF THE TAXPAYER UNDER THE CONSTRUCTIVE OWNERSHIP RULES OF IRC SECTIONS 958(A) AND (B), THE TAXPAYER IS REQUIRED TO FILE FORMS 5471, INFORMATION RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN CORPORATIONS, AS A CATEGORY 5 FILER WITH RESPECT TO CERTAIN CONTROLLED FOREIGN CORPORATIONS (CFCS). THESE FILING REQUIREMENTS ARE OR WILL BE SATISFIED THROUGH THE FILING OF FORMS 5471 FOR THESE CFCS BY OTHER U.S. TAXPAYERS IDENTIFIED BELOW WHO HAVE THE SAME FILING REQUIREMENT. TAXPAYER NAME: WHEATON FRANCISCAN SERVICES, INC. ADDRESS: 26 W171 ROOSEVELT ROAD, WHEATON, IL 60187 ID NUMBER OF U.S. TAX RETURN WITH WHICH FORM 5471 WAS FILED: 36-3262111 IRS SERVICE CENTER WHERE U.S. TAX RETURN WAS OR WILL BE FILED: E-FILED |
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