Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization |
(ii) EIN |
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) |
(iv) Is the organization in col. (i) listed in your governing document? |
(v) Did you notify the organization in col. (i) of your support? |
(vi) Is the organization in col. (i) organized in the U.S.? |
(vii) Amount of support? |
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|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3.. | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public Support. Subtract line 5 from line 4. | ||||||
| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets.. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






| Calendar year(or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public Support (Subtract line 7c from line 6.) | ||||||
| Calendar year (or fiscal year beginning in) | (a) 2006 | (b) 2007 | (c) 2008 | (d) 2009 | (e) 2010 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) | ||||||
| 13 | Total support (Add lines 9, 10c, 11 and 12.). | ||||||




| Facts And Circumstances Test |
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| Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART I, LINE 6 | VOLUNTEER RESPONSIBILITIES | FMC VOLUNTEERS PROVIDE CLERICAL ASSISTANCE IN MULTIPLE DEPARTMENTS AND SUPPORT SERVICES SUCH AS WHEELCHAIR ASSISTANCE AND ESCORTING PATIENTS AND FAMILIES WHO ENTER AT THE MAIN ENTRY. THEY VOLUNTEER AT THE INFORMATION DESK AND GIFT SHOP AND MAKE DELIVERIES OF GIFTS, READING MATERIALS AND MAIL TO PATIENT ROOMS. THEY PROVIDE LOBBY MUSIC, NAVAJO AND SPANISH INTERPRETATION, SPIRITUAL CARE, AND CARING CANINE AND CARING CLOWN VISITS TO PATIENTS. THEY ROCK BABIES IN THE SPECIAL CARE NURSERY, PROVIDE MENDED HEARTS PATIENT AND FAMILY SUPPORT, AND ASSIST IN THE FOUNDATION AND AT SPECIAL EVENTS. VOLUNTEERS ASSIST IN OTHER DEPARTMENTS SUCH AS THE CANCER CENTER, BIOMEDICAL ENGINEERING, MAIL ROOM, NUTRITION SERVICES, PHARMACY, WOMEN AND INFANTS' CENTER, PHYSICAL THERAPY, FIT KIDS, BARIATRIC CLINIC, EMERGENCY AND SURGICAL SERVICES AND THE TAYLOR HOUSE. |
| FORM 990 PART III LINE 4A | DESCRIPTION OF PROGRAM SERVICE ACCOMPLISHMENTS | ONE OF THE NICEST THINGS ABOUT LIVING IN NORTHERN ARIZONA IS YOU DON'T HAVE TO TRAVEL TO GET EXCELLENT HEALTHCARE. SINCE 1936, FLAGSTAFF MEDICAL CENTER (FMC), A MEMBER OF NORTHERN ARIZONA HEALTHCARE, HAS PROVIDED HIGH QUALITY HEALTHCARE SERVICES TO RESIDENTS AND VISITORS TO NORTHERN ARIZONA. WE ARE DEDICATED TO PATIENT-CENTERED CARE WITH A PERSONAL TOUCH. FMC IS LICENSED BY MEDICARE AND THE STATE OF ARIZONA. FOUNDED BY DR. CHARLES SECHRIST AS FLAGSTAFF HOSPITAL, THE 25-BED HOSPITAL WAS DONATED TO THE COMMUNITY OF FLAGSTAFF IN 1955. TODAY, FLAGSTAFF MEDICAL CENTER REMAINS A NOT-FOR-PROFIT HOSPITAL, GOVERNED BY A VOLUNTEER BOARD OF DIRECTORS. WE TREAT EVERY PATIENT, REGARDLESS OF THEIR ABILITY TO PAY. EVERY YEAR, FLAGSTAFF MEDICAL CENTER INVESTS IN YOUR COMMUNITY HOSPITAL TO ENSURE WE ARE PROVIDING THE BEST, SAFEST CARE, CLOSE TO HOME. WE PROVIDE KEY SERVICES TO NORTHERN ARIZONA RESIDENTS AND VISITORS, INCLUDING A REGIONAL TRAUMA CENTER; OPEN-HEART SURGERY; HIGH-TECH IMAGING; A CANCER CENTER; SURGICAL SERVICES; ORTHOPEDIC SERVICES; WOMEN, INFANTS' AND CHILDREN'S SERVICES; AND MORE. FMC CURRENTLY HAS: - 267 INPATIENT BEDS - 222 PHYSICIANS ON OUR ACTIVE MEDICAL STAFF - 14,607 ANNUAL INPATIENT HOSPITAL ADMISSIONS - 63,475 INPATIENT DAYS - 100,427 ANNUAL OUTPATIENT HOSPITAL VISITS - 40,599 ANNUAL EMERGENCY DEPARTMENT VISITS - 1,251 BABIES BORN THIS YEAR AT FMC FLAGSTAFF MEDICAL CENTER'S MISSION AND VISION --------------------------------------------- VISION - NORTHERN ARIZONA HEALTHCARE, IN PARTNERSHIP WITH OUR COLLEAGUES AND PHYSICIANS, WILL BE THE HIGHEST QUALITY, COST-EFFECTIVE, PREFERRED HEALTHCARE DELIVERY SYSTEM IN NORTHERN AND CENTRAL ARIZONA. WE WILL EXCEED THE EXPECTATIONS OF THOSE WE SERVE BY: - DEVELOPING QUALITY HEALTHCARE SERVICES USING ADVANCED TECHNOLOGY TO IMPROVE THE HEALTH STATUS AND TO MEET THE GROWING NEEDS OF THE COMMUNITIES WE SERVE. - FOSTERING AN ORGANIZATIONAL CULTURE THAT ACTS AS A MAGNET FOR RECRUITING AND RETAINING HIGHLY QUALIFIED COLLEAGUES AND PHYSICIANS. - ENSURING EXCEPTIONAL VALUE FOR OUR PATIENTS AND FINANCIAL STRENGTH FOR OUR INSTITUTIONS. - DEVELOPING STRATEGIC ALLIANCES AND PARTNERSHIPS WITH PROVIDERS AND ORGANIZATIONS TO ENSURE COMPREHENSIVE SERVICES FOR OUR PATIENTS. VALUES - WE ARE COMMITTED TO MEETING THE NEEDS AND EXCEEDING THE EXPECTATIONS OF OUR PATIENTS. - COLLEAGUES - WE WILL CREATE AN ORGANIZATIONAL CULTURE WHERE COLLEAGUES FEEL VALUED AND TAKE A SENSE OF PRIDE IN THEIR WORK. - QUALITY - WE CONTINUOUSLY STRIVE TO ACHIEVE EXCELLENCE AT ALL LEVELS IN THE ORGANIZATION. - SAFETY - WE ARE COMMITTED TO MAINTAINING A SAFE ENVIRONMENT FOR OUR PATIENTS, VISITORS AND COLLEAGUES. - LEADERSHIP - WE PROMOTE LEADERSHIP AS AN ATTITUDE, NOT A POSITION, PUTTING VALUE ON BOTH PEOPLE AND THE WORK THEY DO. - TEAMWORK - WE ARE COLLEAGUES WORKING TOGETHER, SHARING KNOWLEDGE, TALENTS, AND SKILLS TO ACHIEVE COMMON GOALS. - INTEGRITY - WE WILL BE FORTHRIGHT, HONEST AND RESPECTFUL. - DIVERSITY - WE EMBRACE THE DIVERSITY OF OUR PEOPLE, PATIENTS AND THE COMMUNITIES WE SERVE. |
| FORM 990, PART VI, QUESTION 6 | DESCRIPTION OF THE MEMBERS OF THE ORGANIZATION AND THEIR RIGHTS | NORTHERN ARIZONA HEALTHCARE CORPORATION IS THE SOLE CORPORATE MEMBER OF FLAGSTAFF MEDICAL CENTER. |
| FORM 990, PART VI, QUESTION 7A | DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS | THE FLAGSTAFF MEDICAL CENTER (FMC) GOVERNANCE COMMITTEE NOMINATES FOR POSITIONS ON THE FMC BOARD OF DIRECTORS. DIRECTORS ARE ELECTED BY THE BOARD OF DIRECTORS OF THE SOLE CORPORATE MEMBER FROM THE NOMINATIONS THAT HAVE BEEN PROVIDED. THE SOLE CORPORATE MEMBER ELECTS THOSE PERSONS NOMINATED UNLESS THE BOARD OF DIRECTORS OF THE SOLE CORPORATE MEMBER BY A SUPER MAJORITY VOTE DETERMINES THAT A NOMINEE'S ELECTION WOULD BE DETRIMENTAL TO THE BEST INTERESTS OF FMC OR THE SOLE CORPORATE MEMBER. FORM 990, PART VI, LINE 7B DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS AS SOLE CORPORATE MEMBER, NORTHERN ARIZONA HEALTHCARE CORPORATION APPROVES THE BOARD OF DIRECTORS THAT ARE ELECTED BY THIS ENTITY. ALSO AS SOLE CORPORATE MEMBER, NORTHERN ARIZONA HEALTHCARE CORPORATION HAS RESERVED THE RIGHT AND AUTHORITY TO APPROVE OR DISAPPROVE THOSE ACTS OR POWERS AS SET FORTH IN THE "RESERVED POWERS CHART" THAT IS PART OF THE BYLAWS. |
| FORM 990, PART VI, QUESTION 11B | REVIEW OF THE FORM 990 BY THE ORGANIZATION'S GOVERNING BODY | THE FORM 990 IS PREPARED BY AN ACCOUNTING FIRM BASED ON DATA GATHERED BY THE CONTROLLER AND THE ORGANIZATION'S FINANCIAL OPERATIONS GROUP. THE CFO REVIEWS THE DRAFT FORM 990 AND PROVIDES ADDITIONAL COMMENTS. THE FINAL DRAFT VERSION OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS AND KEY OFFICERS PRIOR TO THE MAY 15 DUE DATE FOR THE FORM 990. ANY ADDITIONAL COMMENTS SUGGESTED BY THE GOVERNING BODY ARE THEN INCORPORATED INTO THE FINAL VERSION OF THE FORM 990 TO BE FILED WITH THE IRS BY THE FINAL DUE DATE. IF ANY SUGGESTED CHANGES ARE MATERIAL OR SIGNIFICANT, AN ADDITIONAL DRAFT IS DISTRIBUTED TO THE GOVERNING BODY PRIOR TO FILING. |
| FORM 990, PART VI, QUESTION 12C | DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICT OF INTEREST | THE ORGANIZATION REGULARLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY (BOARD POLICY 6.1). THIS IS ACCOMPLISHED BY A NUMBER OF MECHANISMS. FIRST, THE CONFLICT OF INTEREST QUESTIONNAIRE IS REVIEWED BY THE GOVERNANCE COMMITTEE OF THE BOARD. AS PART OF THE QUESTIONNAIRE, SELF-DISCLOSURE IS REQUIRED BY BOARD MEMBERS. IN ADDITION, INDIVIDUAL DISCLOSURE BY BOARD MEMBERS OCCURS AT BOARD MEETINGS WHEN NECESSARY (I.E. A BOARD MEMBER WILL EXCLUDE HIMSELF FROM VOTING ON AN ISSUE IN WHICH HE MAY HAVE A CONFLICT OF INTEREST). |
| FORM 990, PART VI, QUESTIONS 15A & 15B | COMPENSATION PROCESS | THE PROCESS FOR DETERMINING COMPENSATION OF THE ORGANIZATION'S CEO AND OTHER OFFICERS INCLUDES THE PREPARATION OF COMPARABLE DATA BY TOWERS WATSON, AN INDEPENDENT CONSULTING FIRM. IN ADDITION, THIS INFORMATION IS REVIEWED BY THE GOVERNANCE COMMITTEE OF THE BOARD AND IS DOCUMENTED IN BOARD MINUTES. THE MOST RECENT REVIEW WAS PERFORMED IN JANUARY 2010. |
| FORM 990, PART VI, QUESTION 19 | AVAILABILITY OF CERTAIN DOCUMENTS TO THE GENERAL PUBLIC | THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AVAILABLE THROUGH THE ARIZONA DEPARTMENT OF HEALTH SERVICES. IN ADDITION, THEY ARE AVAILABLE THROUGH THE ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) AS PART OF THE ORGANIZATION'S CONTINUING DISCLOSURE DOCUMENTS THAT ARE REQUIRED BY ITS PUBLIC DEBT REQUIREMENTS. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR ITS CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. |
| FORM 990, PART VII | HOURS DEVOTED TO RELATED ORGANIZATIONS | BERT MCKINNON SERVES ON THE BOARD OF NORTHERN ARIZONA HEALTHCARE CORPORATION (NAHC) AND FLAGSTAFF MEDICAL CENTER (FMC). HE DEVOTED 2 HOURS PER WEEK TO EACH ORGANIZATION. CHRIS BAVASI SERVES ON THE BOARD OF NAHC AND FMC. HE DEVOTED 2.5 HOURS PER WEEK TO EACH ORGANIZATION. GARY CHRISTENSEN SERVES ON THE BOARD OF NAHC AND FMC. HE DEVOTED 0.75 HOURS PER WEEK TO EACH ORGANIZATION. JAMES DORMAN SERVES ON THE BOARD OF NAHC AND FMC. HE DEVOTED 3 HOURS PER WEEK TO EACH ORGANIZATION. WAYNE FOX SERVES ON THE BOARD OF NAHC AND FMC. HE DEVOTED 1.75 HOURS PER WEEK TO EACH ORGANIZATION. ROBERT M. MONTOYA SERVES ON THE BOARD OF NAHC AND FMC. HE DEVOTED 2.75 HOURS PER WEEK TO EACH ORGANIZATION. MOLLY MUNGER SERVES ON THE BOARD OF NAHC AND FMC. SHE DEVOTED 0.75 HOURS PER WEEK TO EACH ORGANIZATION. GREGORY KUZMA IS THE VP AND CHIEF FINANCIAL OFFICER OF NAHC, FMC AND VVMC. HE DEVOTED 20 HOURS PER WEEK TO EACH NAHC AND FMC, AND HE DEVOTED 11 HOURS TO VVMC. WILLIAM BRADEL IS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF NAHC AND FMC. HE DEVOTED 20 HOURS PER WEEK TO EACH ORGANIZATION. RICHARD SMITH IS THE VP OF DEVELOPMENT OF FMC AND VVMC. HE DEVOTED 20 HOURS PER WEEK TO EACH ORGANIZATION. ALL COMPENSATION IS PAID BY NAHC ALL COMPENSATION IS PAID BY NAHC |
| FORM 990, PART XI, LINE 5 | EXPLANATION OF OTHER CHANGES IN NET ASSETS | UNREALIZED GAIN/LOSS IN INVESTMENT $16,111,692 DECREASE IN UNFUNDED PENSION LIABILITY 14,484,000 NET ASSET TRANSFERS FROM (TO) AFFILIATE (4,110,000) PARTNERSHIP K1 BOOK AND TAX DIFFERENCES 555,865 ELIMINATIONS (384,023) -------------- TOTAL $26,657,534 ============== |
| SCHEDULE K, PART I | SUPPLEMENTAL INFORMATION | LINE A - THE NAME OF THE ISSUE IS HOSPITAL REVENUE REFUNDING BONDS (NORTHERN ARIZONA HEALTHCARE SYSTEM) SERIES 2008A. THIS ISSUE REFUNDS BONDS FROM 12/12/96 AND 10/31/02. TOTAL ISSUANCE PRICE WAS $57,096,705 WHICH WAS ALLOCATED $45,703,133 TO FLAGSTAFF MEDICAL CENTER AND $11,393,572 TO VERDE VALLEY MEDICAL CENTER. LINE B - THE NAME OF THE ISSUE IS $52,795,000 HOSPITAL REVENUE BONDS (NORTHERN ARIZONA HEALTHCARE SYSTEM) SERIES 2008B. THIS ISSUE REFUNDS BONDS FROM 1/27/05. TOTAL ISSUANCE PRICE WAS $52,795,000 WHICH WAS ALLOCATED $20,326,075 TO FLAGSTAFF MEDICAL CENTER AND $32,468,925 TO VERDE VALLEY MEDICAL CENTER. THE 2008B BONDS WERE ALSO USED, IN PART, TO FINANCE "NEW MONEY" PROJECTS. $10,073,432.20 WAS USED FOR BUILDINGS AND LONG-LIVED EQUIPMENT. |
| FORM 990, PART V, QUESTION 5A | PARTY TO PROHIBITED TAX SHELTER TRANSACTION | FLAGSTAFF MEDICAL CENTER IS FILING FOUR FORMS 8886, REPORTABLE TRANSACTION DISCLOSURE STATEMENT, ON A PROTECTIVE BASIS TO REPORT ITS INTERESTS IN THE FOLLOWING LIMITED PARTNERSHIPS: LC ENTERPRISES LP (DISSOLVED 6/2011), JORDAN FAMILY INVESTMENTS LP, NAAM ENTERPRISES LP, AND GKC ENTERPRISES LP (INTEREST REDEEMED 1/9/2012). FLAGSTAFF MEDICAL CENTER IS FILING ONE FORM 8886 TO REPORT ITS INTEREST IN DUDDIE FAMILY LIMITED PARTNERSHIP. FLAGSTAFF MEDICAL CENTER IS NOT REQUIRED TO DISCLOSE THE DUDDIE FAMILY LP ON FORM 8886-T, DISCLOSURE BY TAX-EXEMPT ENTITY REGARDING PROHIBITED TAX SHELTER TRANSACTION, BECAUSE IT RECEIVED THE DONATED LIMITED PARTNERSHIP INTEREST PRIOR TO MAY 17, 2006. TREAS. REG. 1.6033-5(D)(4) ("[D]ISCLOSURE IS NOT REQUIRED WITH RESPECT TO ANY PROHIBITED TAX SHELTER TRANSACTION ENTERED INTO BY A TAX-EXEMPT ENTITY ON OR BEFORE MAY 17, 2006.") |
| FORM 8886, 1 OF 5 | THE DUDDIE FAMILY LIMITED PARTNERSHIP | LINE 6 A-C NOTE: THE TAX ADVICE PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC WAS LIMITED TO ADVICE PERTAINING TO THE DISCLOSURE OF THE TRANSACTION DESCRIBED IN THIS FORM 8886. THE SERVICES PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC DID NOT INVOLVE ANY TAX ADVICE PERTAINING TO THE STRUCTURING OF THE TRANSACTION DISCLOSED IN THIS FORM 8886 OR ADVISING THE TAXPAYER BEYOND ITS REPORTABLE TRANSACTION DISCLOSURE AND RELATED OBLIGATIONS. THE FEES PAID BY THE TAXPAYER TO ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC RELATE ONLY TO POST-TRANSACTIONAL TAX ADVICE CONCERNING ITS DISCLOSURE OBLIGATIONS AND ITS WITHDRAWAL FROM THE DUDDIE FAMILY LIMITED PARTNERSHIP. LINE 7B - CONTINUATION FROM FORM 8886 (5) THE PETERSON GRANDCHILDREN'S TRUST (TRUST #2"). DONORS AND FOUNDATION ENTERED INTO THE TRANSACTION, THE PARTNERSHIP, ON OR ABOUT DECEMBER 31, 1990. ON OR ABOUT JANUARY 30, 1997, FOUNDATION, EIN 94-2540279, ADOPTED ARTICLES OF DISSOLUTION, AND ON OR ABOUT NOVEMBER 1, 2000, FOUNDATION, EIN 94-2540279, WAS ADMINISTRATIVELY DISSOLVED AND FLAGSTAFF MEDICAL CENTER INC. ("FLAGSTAFF"), EIN 86-0100232, THE THEN SOLE MEMBER OF THE FOUNDATION, SUCCEEDED TO THE INTERESTS OF THE FOUNDATION IN THE REMAINING ASSETS OF THE FOUNDATION AFTER PROVISION FOR ALL LIABILITIES OF THE FOUNDATION UPON ITS DISSOLUTION. FLAGSTAFF IS THE SUCESSOR ENTITY TO FOUNDATION FOR FEDERAL INCOME TAX PURPOSES. CONSEQUENTLY, FLAGSTAFF MEDICAL CENTER, INC. IS THE ENTITY RESPONSIBLE FOR DISCLOSING THIS TRANSACTION UNDER TREAS. REG. SECTION 1.6011-4, ET SEQ. THE DUDDIE FAMILY LIMITED PARTNERSHIP AGREEMENT (THE "AGREEMENT") DESCRIBES DONORS HAVING CONTRIBUTED $800,000 TO THE PARTNERSHIP AS AN INITIAL CAPITAL CONTRIBUTION. THE AGREEMENT FURTHER DECRIBES TIMOTHY G. DUDDIE AND SHERYL P. DUDDIE CONTRIBUTING AN ADDITIONAL $200,000 TO THE PARTNERSHIP "ON BEHALF OF" FOUNDATION, RESULTING IN FOUNDATION OWNING APPROXIMATELY 20% OF THE LIMITED PARTNERSHIP INTERESTS. PER FOUNDATION'S 2009 SCHEDULE K-1 PROVIDED TO FLAGSTAFF BY PARTNERSHIP, FOUNDATION IS ALLOCATED 19.4% OF THE PROFIT, LOSS AND CAPITAL OF PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES. PURSUANT TO THE TERMS OF THE AGREEMENT, THE GENERAL PARTNERS HAVE FULL CONTROL OVER THE TIMING AND AMOUNT OF DISTRIBUTIONS FROM THE PARTNERSHIP. FLAGSTAFF, IN ITS CAPACITY AS LIMITED PARTNER IN THE PARTNERSHIP, GENERALLY MAY NOT DEMAND DISTRIBUTIONS OR PARTAKE IN THE MANAGEMENT OF THE PARTNERSHIP. FLAGSTAFF MAY NOT TRANSFER ITS LIMITED PARTNERSHIP INTEREST WITHOUT SATISFYING CERTAIN CONDITIONS, INCLUDING RIGHTS OF FIRST REFUSAL HELD BY THE GENERAL PARTNERS AND THE LIMITED PARTNERS UNDER THE TERMS OF THE AGREEMENT. THE OPTION AGREEMENT (THE "OPTION"), EFFECTIVE DECEMBER 31, 1990, WAS ENTERED INTO BY TRUST #1 AND FOUNDATION. THE OPTION PROVIDES FOUNDATION THE RIGHT TO REQUIRE TRUST #1 TO PURCHASE ITS INTEREST IN PARTNERSHIP, AT THE GREATER OF FAIR MARKET VALUE OR THE ORIGINAL GIFT VALUE OF FOUNDATION'S LIMITED PARTNERSHIP INTEREST, WHICH WAS ESTABLISHED WHEN FOUNDATION RECEIVED ITS INTEREST IN THE PARTNERSHIP. THE RIGHT TO EXERCISE THE OPTION RUNS FOR 60 DAYS AFTER THE DATE OF DEATH OF THE LAST TO DIE OF "THE INSURED GENERAL PARTNERS OR GRANTORS, IF THE GENERAL PARTNERS ARE REVOCABLE FAMILY TRUSTS." THE OPTION ALSO PROVIDES THAT TRUST #1 "HAS OR WILL PROCURE LIFE INSURANCE ON THE LIVES OF THE GENERAL PARTNERS." FLAGSTAFF DOES NOT POSESS ENOUGH INFORMATION TO DETERMINE TO WHAT EXTENT, IF ANY, TRUST #2 HAS PARTICIPATED IN THE PARTNERSHIP WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. PARTNERSHIP PROVIDED A 2009 SCHEDULE K-1 TO FLAGSTAFF INDICATING THAT TRUST #2 OWNS A 1.54% OF THE PROFIT, LOSS AND CAPITAL OF PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES. ON OR ABOUT OCTOBER 25, 2010 FLAGSTAFF FIRST BECAME AWARE THAT PARTNERSHIP MIGHT BE VIEWED AS SUBSTANTIALLY SIMILAR TO THE NOTICE 2004-30 TRANSACTION, AND THEREFORE MAY HAVE PARTICIPATED IN A LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. CONSEQUENTLY, FLAGSTAFF'S INITIAL DISCLOSURE OF PARTNERSHIP WAS FILED WITH THE 2009 FORM 990 WITH RESPECT TO FLAGSTAFF'S TAXABLE YEAR ENDED JUNE 30, 2010. FLAGSTAFF HAS RETAINED LEGAL COUNSEL AND, AFTER REPEATED ATTEMPTS TO NEGOTIATE WITHDRAWAL FROM THE PARTNERSHIP WERE UNSUCCESSFUL, FILED A LAWSUIT CURRENTLY PENDING IN THE CALIFORNIA STATE COURTS SEEKING DISSOLUTION OF THE PARTNERSHIP AND OTHER RELIEF. FOUNDATION JOINED FLAGSTAFF AS A PLAINTIFF IN THE LAWSUIT AS DEEMED NECESSARY TO WIND UP AND LIQUIDATE FOUNDATION'S AFFAIRS IN FURTHERANCE OF FOUNDATION'S PRIOR DISSOLUTION. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFITS FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS A LIMITED PARTNER. THEREFORE, FLAGSTAFF IS UNABLE TO PROVIDE AN ESTIMATE OF ANY SUCH EXPECTED TAX BENEFITS. ADDITIONALLY, THERE SHOULD BE NO DISCLOSURE TO THE EXTENT THAT FLAGSTAFF IS VIEWED AS ENTERING INTO THE PARTNERSHIP SOLELY PRIOR TO FEBRUARY 28, 2000. THE ORIGINAL TEMP. TREAS. REGS. ISSUED FEBRUARY 28, 2000 UNDER TREAS. REG. SECTION 1.6011-4T MAY GOVERN FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP. THESE TREAS. REGS. REQUIRE DISCLOSURE ONLY FOR LARGE TRANSACTIONS THAT PROVIDE TAX SAVINGS IN EXCESS OF CERTAIN DOLLAR THRESHOLDS (THE "PROJECTED TAX EFFECT TEST"). THE PROJECTED TAX EFFECT TEST, AS DESCRIBED IN THESE REGULATIONS, REQUIRE A TRANSACTION TO BE REPORTED WHERE IT IS EXPECTED TO REDUCE THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY BY MORE THAN $1 MILLION IN ANY SINGLE TAXABLE YEAR OR BY A TOTAL OF $2 MILLION FOR ANY COMBINATION OF TAXABLE YEARS. HOWEVER, A LISTED TRANSACTION IS NOT TREATED AS A REPORTABLE TRANSACTION IF IT HAS AFFECTED THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY AS REPORTED ON ANY TAX RETURN FILED ON OR BEFORE FEBRUARY 28, 2000. BECAUSE FLAGSTAFF IS A TAX-EXEMPT I.R.C. SECTION 501(C)(3) ENTITY, FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP WAS NOT EXPECTED TO REDUCE ITS TAX LIABILITY AT ALL . THEREFORE, UNDER TEMP. TREAS. REG. SECTION 1.6011-4T, FLAGSTAFF MAY NOT HAVE A DISCLOSURE REQUIREMENT WITH RESPECT TO ITS INVESTMENT IN THE PARTNERSHIP PRIOR TO FEBRUARY 28, 2000.* * SINCE 2001, TEMP. TREAS. REG. SECTION 1.6011-4T HAS BEEN MODIFIED A NUMBER OF TIMES BEFORE BEING FINALIZED IN 2003. BASED ON THE VARIOUS EFFECTIVE DATES FOR THE DIFFERENT SECTIONS THAT HAVE CHANGED, IT APPEARS THAT THE FEBRUARY 28, 2000 INITIAL TEMP. TREAS. REG. SECTION 1.6011-4T IN T.D. 8877 MAY GOVERN THE DISCLOSURE OBLIGATIONS OF FLAGSTAFF WITH RESPECT TO ITS PARTICIPATION IN THE PARTNERSHIP THROUGH ITS LIMITED PARTNERSHIP INTEREST THAT WAS OBTAINED PRIOR TO FEBRUARY 28, 2000, ON OCTOBER 5, 1995. FLAGSTAFF HAS NOT, NOR DOES NOT, EXPECT ANY TAX BENEFIT FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS LIMITED PARTNER. |
| FORM 8886, 2 OF 5 | GKC ENTERPRISES LTD PARTNERSHIP | LINE 6 A-C NOTE: THE TAX ADVICE PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC WAS LIMITED TO ADVICE PERTAINING TO THE DISCLOSURE OF THE TRANSACTION DESCRIBED IN THIS FORM 8886. THE SERVICES PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC DID NOT INVOLVE ANY TAX ADVICE PERTAINING TO THE STRUCTURING OF THE TRANSACTION DISCLOSED IN THIS FORM 8886 OR ADVISING THE TAXPAYER BEYOND ITS REPORTABLE TRANSACTION DISCLOSURE AND RELATED OBLIGATIONS. THE FEES PAID BY THE TAXPAYER TO ERNST & YOUNG LLP, POLSINELLI SHUGHART PC AND FENNEMORE CRAIG, P.C. RELATE ONLY TO POST-TRANSACTIONAL TAX ADVICE CONCERNING ITS DISCLOSURE OBLIGATIONS AND ITS WITHDRAWAL FROM GKC ENTERPRISES LIMITED PARTNERSHIP. LINE 7B - CONTINUATION FROM FORM 8886 ON OR ABOUT DECEMBER 31, 1990, 66% OF GARY S. CHRISTENSEN'S OWNERSHIP, AS A LIMITED PARTNER, WAS TRANSFERRED TO THE FOUNDATION. SOME TIME AFTER THE TRANSACTION WAS ENTERED INTO, THE BOY SCOUTS OF AMERICA, MONTANA COUNCIL, WERE ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER. ON OR ABOUT JANUARY 30, 1997, FOUNDATION, EIN 94-2540279, ADOPTED ARTICLES OF DISSOLUTION, AND ON OR ABOUT NOVEMBER 1, 2000, FOUNDATION, EIN 94-2540279, WAS ADMINSTRATIVELY DISSOLVED AND FLAGSTAFF MEDICAL CENTER, INC. ("FLAGSTAFF"), EIN 86-0100232, THE THEN SOLE MEMBER OF THE FOUNDATION, SUCCEEDED TO THE INTERESTS OF THE FOUNDATION IN THE REMAINING ASSETS OF THE FOUNDATION AFTER PROVISION FOR ALL LIABILITIES OF THE FOUNDATION UPON ITS DISSOLUTION. FLAGSTAFF IS THE SUCCESSOR ENTITY TO FOUNDATION FOR FEDERAL INCOME TAX PURPOSES. CONSEQUENTLY, FLAGSTAFF MEDICAL CENTER, INC. IS THE ENTITY RESPONSIBLE FOR DISCLOSING THIS TRANSACTION UNDER TREAS. REG. SECTION 1.6011-4, ET SEQ. GKC ENTERPRISES LIMITED PARTNERSHIP AGREEMENT, DATED DECEMBER 1, 1990, (THE "AGREEMENT") DESCRIBES DONORS AS HAVING CONTRIBUTED $100 TO THE PARTNERSHIP AS AN INITIAL CAPITAL CONTRIBUTION. PER FOUNDATION'S 2009 SCHEDULE K-1 PROVIDED TO FLAGSTAFF BY PARTNERSHIP, FOUNDATION IS ALLOCATED 36.6% OF THE PROFIT, LOSS AND CAPITAL OF PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES. PURSUANT TO THE TERMS OF THE AGREEMENT, THE GENERAL PARTNERS HAVE FULL CONTROL OVER THE TIMING AND AMOUNT OF DISTRIBUTIONS FROM THE PARTNERSHIP. FLAGSTAFF, IN ITS CAPACITY AS LIMITED PARTNER IN THE PARTNERSHIP, GENERALLY MAY NOT DEMAND DISTRIBUTIONS OR PARTAKE IN THE MANAGEMENT OF THE PARTNERSHIP. FLAGSTAFF MAY NOT TRANSFER ITS LIMITED PARTNERSHIP INTEREST WITHOUT SATISFYING CERTAIN CONDITIONS, INCLUDING RIGHTS OF FIRST REFUSAL HELD BY THE GENERAL PARTNERS AND THE LIMITED PARTNERS UNDER THE TERMS OF THE AGREEMENT. IT IS UNKNOWN IF AN OPTION AGREEMENT EXISTS, WHICH WOULD ALLOW A THIRD PARTY TO PURCHASE FOUNDATION'S INTEREST IN PARTNERSHIP UPON THE DEATH OF THE GENERAL PARTNER. ON OR ABOUT AUGUST 10, 2010 FLAGSTAFF FIRST BECAME AWARE THAT PARTNERSHIP MIGHT BE VIEWED AS SUBSTANTIALLY SIMILAR TO THE NOTICE 2004-30 TRANSACTION, AND THEREFORE MAY HAVE PARTICIPATED IN A LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. CONSEQUENTLY, FLAGSTAFF'S INITIAL DISCLOSURE OF PARTNERSHIP WAS FILED WITH THE 2009 FORM 990 WITH RESPECT TO FLAGSTAFF'S TAXABLE YEAR ENDED JUNE 30, 2010. FLAGSTAFF HAS RETAINED LEGAL COUNSEL AND HAS NEGOTIATED WITHDRAWAL FROM THE PARTNERSHIP. ON OR ABOUT FEBRUARY 14, 2012, THE PARTNERSHIP REDEEMED FLAGSTAFF'S INTEREST IN THE PARTNERSHIP UPON PAYMENT TO FLAGSTAFF OF THE REDEMPTION PRICE OF $86,122.90, PURSUANT TO AN AGREEMENT FOR REDEMPTION OF LIMITED PARTNERSHIP INTEREST DATED EFFECTIVE AS OF JANUARY 9, 2012. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFITS FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS A LIMITED PARTNER. THEREFORE, FLAGSTAFF IS UNABLE TO PROVIDE AN ESTIMATE OF ANY SUCH EXPECTED TAX BENEFITS. ADDITIONALLY, THERE SHOULD BE NO DISCLOSURE TO THE EXTENT THAT FLAGSTAFF IS VIEWED AS ENTERING INTO THE PARTNERSHIP SOLELY PRIOR TO FEBRUARY 28, 2000. THE ORIGINAL TEMP. TREAS. REGS. ISSUED FEBRUARY 28, 2000 UNDER TREAS. REG. SECTION 1.6011-4T MAY GOVERN FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP. THESE TREAS. REGS. REQUIRE DISCLOSURE ONLY FOR LARGE TRANSACTIONS THAT PROVIDE TAX SAVINGS IN EXCESS OF CERTAIN DOLLAR THRESHOLDS (THE "PROJECTED TAX EFFECT TEST"). THE PROJECTED TAX EFFECT TEST, AS DESCRIBED IN THESE REGULATIONS, REQUIRE A TRANSACTION TO BE REPORTED WHERE IT IS EXPECTED TO REDUCE THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY BY MORE THAN $1 MILLION IN ANY SINGLE TAXABLE YEAR OR BY A TOTAL OF $2 MILLION FOR ANY COMBINATION OF TAXABLE YEARS. HOWEVER, A LISTED TRANSACTION IS NOT TREATED AS A REPORTABLE TRANSACTION IF IT HAS AFFECTED THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY AS REPORTED ON ANY TAX RETURN FILED ON OR BEFORE FEBRUARY 28, 2000. BECAUSE FLAGSTAFF IS A TAX-EXEMPT I.R.C. SECTION 501(C)(3) ENTITY, FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP WAS NOT EXPECTED TO REDUCE ITS TAX LIABILITY AT ALL . THEREFORE, UNDER TEMP. TREAS. REG. SECTION 1.6011-4T, FLAGSTAFF MAY NOT HAVE A DISCLOSURE REQUIREMENT WITH RESPECT TO ITS INVESTMENT IN THE PARTNERSHIP PRIOR TO FEBRUARY 28, 2000.* * SINCE 2001, TEMP. TREAS. REG. SECTION 1.6011-4T HAS BEEN MODIFIED A NUMBER OF TIMES BEFORE BEING FINALIZED IN 2003. BASED ON THE VARIOUS EFFECTIVE DATES FOR THE DIFFERENT SECTIONS THAT HAVE CHANGED, IT APPEARS THAT THE FEBRUARY 28, 2000 INITIAL TEMP. TREAS. REG. SECTION 1.6011-4T IN T.D. 8877 MAY GOVERN THE DISCLOSURE OBLIGATIONS OF FLAGSTAFF WITH RESPECT TO ITS PARTICIPATION IN THE PARTNERSHIP THROUGH ITS LIMITED PARTNERSHIP INTEREST THAT WAS OBTAINED PRIOR TO FEBRUARY 28, 2000, ON OR ABOUT DECEMBER 31, 1990. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFIT FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS LIMITED PARTNER. |
| FORM 8886, 3 OF 5 | LC ENTERPRISES LIMITED PARTNERSHIP | LINE 6 A-C NOTE: THE TAX ADVICE PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC WAS LIMITED TO ADVICE PERTAINING TO THE DISCLOSURE OF THE TRANSACTION DESCRIBED IN THIS FORM 8886. THE SERVICES PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC DID NOT INVOLVE ANY TAX ADVICE PERTAINING TO THE STRUCTURING OF THE TRANSACTION DISCLOSED IN THIS FORM 8886 OR ADVISING THE TAXPAYER BEYOND ITS REPORTABLE TRANSACTION DISCLOSURE AND RELATED OBLIGATIONS. THE FEES PAID BY THE TAXPAYER TO ERNST & YOUNG LLP, POLSINELLI SHUGHART PC AND FENNEMORE CRAIG, P.C. RELATE ONLY TO POST-TRANSACTIONAL TAX ADVICE CONCERNING ITS DISCLOSURE OBLIGATIONS AND ITS WITHDRAWAL FROM LC ENTERPRISES LIMITED PARTNERSHIP. LINE 7B - CONTINUATION FROM FORM 8886 DONORS ENTERED INTO THE TRANSACTION, THE PARTNERSHIP, ON OR ABOUT DECEMBER 1, 1990. ON OR ABOUT NOVEMBER 1, 2000, FOUNDATION, EIN 94-2540279, WAS ADMINISTRATIVELY DISSOLVED AND FLAGSTAFF MEDICAL CENTER, INC. ("FLAGSTAFF"), EIN 86-0110232, THE THEN SOLE MEMBER OF THE FOUNDATION, SUCCEEDED TO THE INTERESTS OF THE FOUNDATION IN THE REMAINING ASSETS OF THE FOUNDATION AFTER PROVISION FOR ALL LIABILITIES OF THE FOUNDATION UPON ITS DISSOLUTION. FLAGSTAFF IS THE SUCCESSOR ENTITY TO FOUNDATION FOR FEDERAL INCOME TAX PURPOSES. CONSEQUENTLY, FLAGSTAFF MEDICIAL CENTER, INC. IS THE ENTITY RESPONSIBLE FOR DISCLOSING THIS TRANSACTION UNDER TREAS. REG. SECTION 1.6011-4, ET SEQ. LC ENTERPRISES LIMITED PARTNERSHIP AGREEMENT, DATED DECEMBER 1, 1990, (THE "AGREEMENT") DESCRIBES DONORS AS HAVING CONTRIBUTED $100 TO THE PARTNERSHIP AS AN INITIAL CAPITAL CONTRIBUTION. THE AGREEMENT WAS EFFECTIVELY AMENDED ON JANUARY 1, 1991 FOR THE ADDITION OF CLIEF L. CASTLETON AS A LIMITED PARTNER. LLOYD V. CASTLETON, IN HIS CAPACITY AS A LIMITED PARTNER, GIFTED 1% OF HIS OWNERSHIP INTEREST TO CLIEF L. CASTLETON. LLOYD V. CASTLETON DIED IN 2008. THIS PARTNERSHIP WAS DISSOLVED ON JUNE 21, 2011. FOUNDATION'S OWNERSHIP PERCENTAGE PRIOR TO THE PARTNERSHIP DISSOLUTION WAS UNKNOWN. PURSUANT TO THE TERMS OF THE AGREEMENT, THE GENERAL PARTNERS HAD FULL CONTROL OVER THE TIMING AND AMOUNT OF DISTRIBUTIONS FROM THE PARTNERSHIP. FLAGSTAFF, IN ITS CAPACITY AS LIMITED PARTNER IN THE PARTNERSHIP, GENERALLY COULD NOT DEMAND DISTRIBUTIONS OR PARTAKE IN THE MANAGEMENT OF THE PARTNERSHIP. FLAGSTAFF COULD NOT TRANSFER ITS LIMITED PARTNERSHIP INTEREST WITHOUT SATISFYING CERTAIN CONDITIONS, INCLUDING RIGHTS OF FIRST REFUSAL HELD BY THE GENERAL PARTNERS AND THE LIMITED PARTNERS UNDER THE TERMS OF THE AGREEMENT. IT WAS UNKNOWN IF AN OPTION AGREEMENT EXISTED, WHICH WOULD ALLOW A THIRD PARTY TO PURCHASE FOUNDATION'S INTEREST IN PARTNERSHIP UPON THE DEATH OF THE GENERAL PARTNER. ON OR ABOUT AUGUST 10, 2010 FLAGSTAFF FIRST BECAME AWARE THAT PARTNERSHIP MIGHT BE VIEWED AS SUBSTANTIALLY SIMILAR TO THE NOTICE 2004-30 TRANSACTION, AND THEREFORE MAY HAVE PARTICIPATED IN A LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. CONSEQUENTLY, FLAGSTAFF'S INITIAL DISCLOSURE OF PARTNERSHIP WAS FILED WITH THE 2009 FORM 990 WITH RESPECT TO FLAGSTAFF'S TAXABLE YEAR ENDED JUNE 30, 2010. FLAGSTAFF RETAINED LEGAL COUNSEL TO SEEK DISSOLUTION OF THE PARTNERSHIP. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFITS FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). THEREFORE, FLAGSTAFF IS UNABLE TO PROVIDE AN ESTIMATE OF ANY SUCH EXPECTED TAX BENEFITS. ADDITIONALLY, THERE SHOULD BE NO DISCLOSURE TO THE EXTENT THAT FLAGSTAFF IS VIEWED AS ENTERING INTO THE PARTNERSHIP SOLELY PRIOR TO FEBRUARY 28, 2000. THE ORIGINAL TEMP. TREAS. REGS. ISSUED FEBRUARY 28, 2000 UNDER TREAS. REG. SECTION 1.6011-4T MAY GOVERN FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP. THESE TREAS. REGS. REQUIRE DISCLOSURE ONLY FOR LARGE TRANSACTIONS THAT PROVIDE TAX SAVINGS IN EXCESS OF CERTAIN DOLLAR THRESHOLDS (THE "PROJECTED TAX EFFECT TEST"). THE PROJECTED TAX EFFECT TEST, AS DESCRIBED IN THESE REGULATIONS, REQUIRE A TRANSACTION TO BE REPORTED WHERE IT IS EXPECTED TO REDUCE THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY BY MORE THAN $1 MILLION IN ANY SINGLE TAXABLE YEAR OR BY A TOTAL OF $2 MILLION FOR ANY COMBINATION OF TAXABLE YEARS. HOWEVER, A LISTED TRANSACTION IS NOT TREATED AS A REPORTABLE TRANSACTION IF IT HAS AFFECTED THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY AS REPORTED ON ANY TAX RETURN FILED ON OR BEFORE FEBRUARY 28, 2000. BECAUSE FLAGSTAFF IS A TAX-EXEMPT I.R.C. SECTION 501(C)(3) ENTITY, FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP WAS NOT EXPECTED TO REDUCE ITS TAX LIABILITY AT ALL. THEREFORE, UNDER TEMP. TREAS. REG. SECTION 1.6011-4T, FLAGSTAFF MAY NOT HAVE A DISCLOSURE REQUIREMENT WITH RESPECT TO ITS INVESTMENT IN THE PARTNERSHIP PRIOR TO FEBRUARY 28, 2000.* * SINCE 2001, TEMP. TREAS. REG. SECTION 1.6011-4T HAS BEEN MODIFIED A NUMBER OF TIMES BEFORE BEING FINALIZED IN 2003. BASED ON THE VARIOUS EFFECTIVE DATES FOR THE DIFFERENT SECTIONS THAT HAVE CHANGED, IT APPEARS THAT THE FEBRUARY 28, 2000 INITIAL TEMP. TREAS. REG. SECTION 1.6011-4T IN T.D. 8877 MAY GOVERN THE DISCLOSURE OBLIGATIONS OF FLAGSTAFF WITH RESPECT TO ITS PARTICIPATION IN THE PARTNERSHIP THROUGH ITS LIMITED PARTNERSHIP INTEREST THAT WAS OBTAINED PRIOR TO FEBRUARY 28, 2000, ON OR ABOUT DECEMBER 31, 1990. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFIT FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS LIMITED PARTNER. |
| FORM 8886, 4 OF 5 | JORDAN FAMILY INVESTMENTS LIMITED PARTNERSHIP | LINE 5D TAXPAYER RECEIVED THE SCHEDULE K-1 FROM THE ENTITY ON OR ABOUT THE TIME THE FORM 1065 WAS FILED WITH THE INTERNAL REVENUE SERVICE. LINE 6 A-C NOTE: THE TAX ADVICE PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC WAS LIMITED TO RECENT ADVICE PERTAINING TO THE DISCLOSURE OF THE TRANSACTION DESCRIBED IN THIS FORM 8886. THE SERVICES PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC DID NOT INVOLVE ANY TAX ADVICE PERTAINING TO THE STRUCTURING OF THE TRANSACTION DISCLOSED IN THIS FORM 8886 OR ADVISING THE TAXPAYER BEYOND ITS REPORTABLE TRANSACTION DISCLOSURE AND RELATED OBLIGATIONS. THE FEES PAID BY THE TAXPAYER TO ERNST & YOUNG LLP, POLSINELLI SHUGHART PC, AND FENNEMORE CRAIG, P.C. RELATE ONLY TO POST-TRANSACTIONAL TAX ADVICE CONCERNING ITS DISCLOSURE OBLIGATIONS AND ITS WITHDRAWAL FROM THE JORDAN FAMILY INVESTMENTS LIMITED PARTNERSHIP. LINE 7B - CONTINUATION FROM FORM 8886 AT AN UNKNOWN DATE, MICHAEL E. JORDAN, AS A LIMITED PARTNER, TRANSFERRED A PERCENTAGE OF HIS OWNERSHIP INTEREST TO THE FOUNDATION. DONORS ENTERED INTO THE TRANSACTION, THE PARTNERSHIP, ON OR ABOUT DECEMBER 1, 1990. SOME TIME AFTER THE TRANSACTION WAS ENTERED INTO THE BOY SCOUTS OF AMERICA, MONTANA COUNCIL, WERE ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER. ON OR ABOUT JANUARY 30, 1997, FOUNDATION, EIN 94-2540279, ADOPTED ARTICLES OF DISSOLUTION, AND ON OR ABOUT NOVEMBER 1, 2000 FOUNDATION, EIN 94-2540279, WAS ADMINISTRATIVELY DISSOLVED AND FLAGSTAFF MEDICAL CENTER, INC. ("FLAGSTAFF"), EIN 86-0110232, THE THEN SOLE MEMBER OF THE FOUNDATION, SUCCEEDED TO THE INTERESTS OF THE FOUNDATION IN THE REMAINING ASSETS OF THE FOUNDATION AFTER PROVISION FOR ALL LIABILITIES OF THE FOUNDATION UPON ITS DISSOLUTION. FLAGSTAFF IS THE SUCCESSOR ENTITY TO FOUNDATION FOR FEDERAL INCOME TAX PURPOSES. CONSEQUENTLY, FLAGSTAFF MEDICAL CENTER, INC. IS THE ENTITY RESPONSIBLE FOR DISCLOSING THIS TRANSACTION UNDER TREAS. REG. SECTION 1.6011-4, ET SEQ. THE JORDAN FAMILY INVESTMENTS LIMITED PARTNERSHIP AGREEMENT, DATED DECEMBER 1, 1990, (THE "AGREEMENT") DESCRIBES DONORS AS HAVING CONTRIBUTED $100 TO THE PARTNERSHIP AS AN INITIAL CAPITAL CONTRIBUTION. THE INITIAL PARTNERSHIP AGREEMENT LISTS MICHAEL E. JORDAN AS THE GENERAL PARTNER. ACCORDING TO THE PARTNERSHIP'S 2009 K-1, THE GENERAL PARTNER IS NOW WILLIAM J. JORDAN. CLIFFORD JORDAN AND THERESA JORDAN BECAME LIMITED PARTNERS PRIOR TO 2008. PER FOUNDATION'S 2010 SCHEDULE K-1 PROVIDED TO FLAGSTAFF BY PARTNERSHIP, FOUNDATION IS ALLOCATED 42.1% OF THE PROFIT, LOSS AND CAPITAL OF PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES. PURSUANT TO THE TERMS OF THE AGREEMENT, THE GENERAL PARTNERS HAVE FULL CONTROL OVER THE TIMING AND AMOUNT OF DISTRIBUTIONS FROM THE PARTNERSHIP. FLAGSTAFF, IN ITS CAPACITY AS LIMITED PARTNER IN THE PARTNERSHIP, GENERALLY MAY NOT DEMAND DISTRIBUTIONS OR PARTAKE IN THE MANAGEMENT OF THE PARTNERSHIP. FLAGSTAFF MAY NOT TRANSFER ITS LIMITED PARTNERSHIP INTEREST WITHOUT SATISFYING CERTAIN CONDITIONS, INCLUDING RIGHTS OF FIRST REFUSAL HELD BY THE GENERAL PARTNERS AND THE LIMITED PARTNERS UNDER THE TERMS OF THE AGREEMENT. IT IS UNKNOWN IF AN OPTION AGREEMENT EXISTS, WHICH ALLOWS A THIRD PARTY TO PURCHASE FOUNDATION'S INTEREST IN PARTNERSHIP UPON THE DEATH OF THE GENERAL PARTNER. ON OR ABOUT AUGUST 10, 2010 FLAGSTAFF FIRST BECAME AWARE THAT PARTNERSHIP MIGHT BE VIEWED AS SUBSTANTIALLY SIMILAR TO THE NOTICE 2004-30 TRANSACTION, AND THEREFORE MAY HAVE PARTICIPATED IN A LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. CONSEQUENTLY, FLAGSTAFF'S INITIAL DISCLOSURE OF PARTNERSHIP WAS FILED WITH THE 2009 FORM 990 WITH RESPECT TO FLAGSTAFF'S TAXABLE YEAR ENDED JUNE 30, 2010. FLAGSTAFF HAS RETAINED LEGAL COUNSEL AND IS NEGOTIATING WITHDRAWAL FROM THE PARTNERSHIP. FLAGSTAFF MAY SEEK A JUDICIAL REMEDY IF NECESSARY. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFITS FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS A LIMITED PARTNER. THEREFORE, FLAGSTAFF IS UNABLE TO PROVIDE AN ESTIMATE OF ANY SUCH EXPECTED TAX BENEFITS. ADDITIONALLY, THERE SHOULD BE NO DISCLOSURE TO THE EXTENT THAT FLAGSTAFF IS VIEWED AS ENTERING INTO THE PARTNERSHIP SOLELY PRIOR TO FEBRUARY 28, 2000. THE ORIGINAL TEMP. TREAS. REGS. ISSUED FEBRUARY 28, 2000 UNDER TREAS. REG. SECTION 1.6011-4T MAY GOVERN FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP. THESE TREAS. REGS. REQUIRE DISCLOSURE ONLY FOR LARGE TRANSACTIONS THAT PROVIDE TAX SAVINGS IN EXCESS OF CERTAIN DOLLAR THRESHOLDS (THE "PROJECTED TAX EFFECT TEST"). THE PROJECTED TAX EFFECT TEST, AS DESCRIBED IN THESE REGULATIONS, REQUIRE A TRANSACTION TO BE REPORTED WHERE IT IS EXPECTED TO REDUCE THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY BY MORE THAN $1 MILLION IN ANY SINGLE TAXABLE YEAR OR BY A TOTAL OF $2 MILLION FOR ANY COMBINATION OF TAXABLE YEARS. HOWEVER, A LISTED TRANSACTION IS NOT TREATED AS A REPORTABLE TRANSACTION IF IT HAS AFFECTED THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY AS REPORTED ON ANY TAX RETURN FILED ON OR BEFORE FEBRUARY 28, 2000. BECAUSE FLAGSTAFF IS A TAX-EXEMPT I.R.C. SECTION 501(C)(3) ENTITY, FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP WAS NOT EXPECTED TO REDUCE ITS TAX LIABILITY AT ALL . THEREFORE, UNDER TEMP. TREAS. REG. SECTION 1.6011-4T, FLAGSTAFF MAY NOT HAVE A DISCLOSURE REQUIREMENT WITH RESPECT TO ITS INVESTMENT IN THE PARTNERSHIP PRIOR TO FEBRUARY 28, 2000.* * SINCE 2001, TEMP. TREAS. REG. SECTION 1.6011-4T HAS BEEN MODIFIED A NUMBER OF TIMES BEFORE BEING FINALIZED IN 2003. BASED ON THE VARIOUS EFFECTIVE DATES FOR THE DIFFERENT SECTIONS THAT HAVE CHANGED, IT APPEARS THAT THE FEBRUARY 28, 2000 INITIAL TEMP. TREAS. REG. SECTION 1.6011-4T IN T.D. 8877 MAY GOVERN THE DISCLOSURE OBLIGATIONS OF FLAGSTAFF WITH RESPECT TO ITS PARTICIPATION IN THE PARTNERSHIP THROUGH ITS LIMITED PARTNERSHIP INTEREST THAT WAS OBTAINED PRIOR TO FEBRUARY 28, 2000, ON OR ABOUT DECEMBER 31, 1990. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFIT FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS LIMITED PARTNER. |
| FORM 8886, 5 OF 5 | NAAM ENTERPRISES LIMITED PARTNERSHIP | LINE 5D TAXPAYER RECEIVED THE SCHEDULE K-1 FROM THE ENTITY ON OR ABOUT THE TIME THE FORM 1065 WAS FILED WITH THE INTERNAL REVENUE SERVICE. LINE 6 A-C NOTE: THE TAX ADVICE PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC WAS LIMITED TO RECENT ADVICE PERTAINING TO THE DISCLOSURE OF THE TRANSACTION DESCRIBED IN THIS FORM 8886. THE SERVICES PROVIDED BY ERNST & YOUNG LLP, FENNEMORE CRAIG, P.C., AND POLSINELLI SHUGHART PC DID NOT INVOLVE ANY TAX ADVICE PERTAINING TO THE STRUCTURING OF THE TRANSACTION DISCLOSED IN THIS FORM 8886 OR ADVISING THE TAXPAYER BEYOND ITS REPORTABLE TRANSACTION DISCLOSURE AND RELATED OBLIGATIONS. THE FEES PAID BY THE TAXPAYER TO ERNST & YOUNG LLP, POLSINELLI SHUGHART PC, AND FENNEMORE CRAIG, P.C. RELATE ONLY TO POST-TRANSACTIONAL TAX ADVICE CONCERNING ITS DISCLOSURE OBLIGATIONS AND ITS WITHDRAWAL FROM NAAM ENTERPRISES LIMITED PARTNERSHIP. LINE 7B - CONTINUATION FROM FORM 8886 AT AN UNKNOWN DATE, HARI BHAJAN SINGH KHALSA AND HARI BHAJAN KAUR KHALSA, IN THEIR CAPACITY AS LIMITED PARTNERS, TRANSFERRED A PERCENTAGE OF THEIR OWNERSHIP INTEREST TO THE FOUNDATION. DONORS ENTERED INTO THE TRANSACTION, THE PARTNERSHIP, ON OR ABOUT DECEMBER 1, 1990. ON OR ABOUT NOVEMBER 1, 2000, FOUNDATION, EIN 94-2540279, WAS ADMINISTRATIVELY DISSOLVED AND FLAGSTAFF MEDICAL CENTER, INC. ("FLAGSTAFF"), EIN 86-0110232, THE THEN SOLE MEMBER OF THE FOUNDATION, SUCCEEDED TO THE INTERESTS OF THE FOUNDATION IN THE REMAINING ASSETS OF THE FOUNDATION AFTER PROVISION FOR ALL LIABILITIES OF THE FOUNDATION UPON ITS DISSOLUTION. FLAGSTAFF IS THE SUCCESSOR ENTITY TO FOUNDATION FOR FEDERAL INCOME TAX PURPOSES. CONSEQUENTLY, FLAGSTAFF MEDICAL CENTER, INC. IS THE ENTITY RESPONSIBLE FOR DISCLOSING THIS TRANSACTION UNDER TREAS. REG. SECTION 1.6011-4, ET SEQ. NAAM ENTERPRISES LIMITED PARTNERSHIP AGREEMENT (THE "AGREEMENT") DESCRIBES DONORS AS HAVING CONTRIBUTED $100 TO THE PARTNERSHIP AS AN INITIAL CAPITAL CONTRIBUTION. PER FOUNDATION'S 2010 SCHEDULE K-1 PROVIDED TO FLAGSTAFF BY PARTNERSHIP, FOUNDATION IS ALLOCATED 22% OF THE PROFIT, LOSS AND CAPITAL OF PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES. PURSUANT TO THE TERMS OF THE AGREEMENT, THE GENERAL PARTNERS HAVE FULL CONTROL OVER THE TIMING AND AMOUNT OF DISTRIBUTIONS FROM THE PARTNERSHIP. FLAGSTAFF, IN ITS CAPACITY AS LIMITED PARTNER IN THE PARTNERSHIP, GENERALLY MAY NOT DEMAND DISTRIBUTIONS OR PARTAKE IN THE MANAGEMENT OF THE PARTNERSHIP. FLAGSTAFF MAY NOT TRANSFER ITS LIMITED PARTNERSHIP INTEREST WITHOUT SATISFYING CERTAIN CONDITIONS, INCLUDING RIGHTS OF FIRST REFUSAL HELD BY THE GENERAL PARTNERS AND THE LIMITED PARTNERS UNDER THE TERMS OF THE AGREEMENT. IT IS UNKNOWN IF AN OPTION AGREEMENT EXISTS, WHICH ALLOWS A THIRD PARTY TO PURCHASE FOUNDATION'S INTEREST IN PARTNERSHIP UPON THE DEATH OF THE GENERAL PARTNER. ON OR ABOUT AUGUST 10, 2010 FLAGSTAFF FIRST BECAME AWARE THAT PARTNERSHIP MIGHT BE VIEWED AS SUBSTANTIALLY SIMILAR TO THE NOTICE 2004-30 TRANSACTION, AND THEREFORE MAY HAVE PARTICIPATED IN A LISTED TRANSACTION WITHIN THE MEANING OF TREAS. REG. SECTION 1.6011-4, ET SEQ. CONSEQUENTLY, FLAGSTAFF'S INITIAL DISCLOSURE OF PARTNERSHIP WAS FILED WITH THE 2009 FORM 990 WITH RESPECT TO FLAGSTAFF'S TAXABLE YEAR ENDED JUNE 30, 2010. FLAGSTAFF HAS RETAINED LEGAL COUNSEL AND IS NEGOTIATING WITHDRAWAL FROM THE PARTNERSHIP. FLAGSTAFF MAY SEEK A JUDICIAL REMEDY IF NECESSARY. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFITS FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS A LIMITED PARTNER. THEREFORE, FLAGSTAFF IS UNABLE TO PROVIDE AN ESTIMATE OF ANY SUCH EXPECTED TAX BENEFITS. ADDITIONALLY, THERE SHOULD BE NO DISCLOSURE TO THE EXTENT THAT FLAGSTAFF IS VIEWED AS ENTERING INTO THE PARTNERSHIP SOLELY PRIOR TO FEBRUARY 28, 2000. THE ORIGINAL TEMP. TREAS. REGS. ISSUED FEBRUARY 28, 2000 UNDER TREAS. REG. SECTION 1.6011-4T MAY GOVERN FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP. THESE TREAS. REGS. REQUIRE DISCLOSURE ONLY FOR LARGE TRANSACTIONS THAT PROVIDE TAX SAVINGS IN EXCESS OF CERTAIN DOLLAR THRESHOLDS (THE "PROJECTED TAX EFFECT TEST"). THE PROJECTED TAX EFFECT TEST, AS DESCRIBED IN THESE REGULATIONS, REQUIRE A TRANSACTION TO BE REPORTED WHERE IT IS EXPECTED TO REDUCE THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY BY MORE THAN $1 MILLION IN ANY SINGLE TAXABLE YEAR OR BY A TOTAL OF $2 MILLION FOR ANY COMBINATION OF TAXABLE YEARS. HOWEVER, A LISTED TRANSACTION IS NOT TREATED AS A REPORTABLE TRANSACTION IF IT HAS AFFECTED THE TAXPAYER'S FEDERAL INCOME TAX LIABILITY AS REPORTED ON ANY TAX RETURN FILED ON OR BEFORE FEBRUARY 28, 2000. BECAUSE FLAGSTAFF IS A TAX-EXEMPT I.R.C. SECTION 501(C)(3) ENTITY, FLAGSTAFF'S PARTICIPATION IN THE PARTNERSHIP WAS NOT EXPECTED TO REDUCE ITS TAX LIABILITY AT ALL . THEREFORE, UNDER TEMP. TREAS. REG. SECTION 1.6011-4T, FLAGSTAFF MAY NOT HAVE A DISCLOSURE REQUIREMENT WITH RESPECT TO ITS INVESTMENT IN THE PARTNERSHIP PRIOR TO FEBRUARY 28, 2000.* * SINCE 2001, TEMP. TREAS. REG. SECTION 1.6011-4T HAS BEEN MODIFIED A NUMBER OF TIMES BEFORE BEING FINALIZED IN 2003. BASED ON THE VARIOUS EFFECTIVE DATES FOR THE DIFFERENT SECTIONS THAT HAVE CHANGED, IT APPEARS THAT THE FEBRUARY 28, 2000 INITIAL TEMP. TREAS. REG. SECTION 1.6011-4T IN T.D. 8877 MAY GOVERN THE DISCLOSURE OBLIGATIONS OF FLAGSTAFF WITH RESPECT TO ITS PARTICIPATION IN THE PARTNERSHIP THROUGH ITS LIMITED PARTNERSHIP INTEREST THAT WAS OBTAINED PRIOR TO FEBRUARY 28, 2000, ON OR ABOUT DECEMBER 31, 1990. FLAGSTAFF HAS NOT, NOR DOES IT, EXPECT ANY TAX BENEFIT FROM THE TRANSACTION, INCLUDING DEDUCTIONS, EXCLUSIONS FROM GROSS INCOME, NONRECOGNITION OF GAIN, TAX CREDITS, ADJUSTMENTS (OR THE ABSENCE OF ADJUSTMENTS) TO THE BASIS OF PROPERTY, LOSS, OR TAX CREDITS. FLAGSTAFF IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER I.R.C. SECTION 501(C)(3). FLAGSTAFF ONLY EXPECTS DISTRIBUTIONS FROM THE PARTNERSHIP IN ITS CAPACITY AS LIMITED PARTNER. |
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