Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 on 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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE MEMBERS OF THE CORPORATION ARE FRANCISCAN HEALTH SYSTEM AND MULTICARE HEALTH SYSTEM. |
| FORM 990, PART VI, SECTION A, LINE 7A | ACCORDING TO THE ORGANIZATION'S BYLAWS, MULTICARE HEALTH SYSTEM (MHS) SHALL DESIGNATE AND APPOINT FOUR OF THE DIRECTORS SERVING ON THE BOARD OF DIRECTORS ("MHS DESIGNATED DIRECTORS") AND FRANCISCAN HEALTH SYSTEM (CHI-FH) SHALL DESIGNATE AND APPOINT FOUR OF THE DIRECTORS SERVING ON THE BOARD OF DIRECTORS ("CHI-FH DESIGNATED DIRECTORS"). VACANCIES AMONG THE DIRECTORS, WHETHER ARISING BY REASON OF DEATH, RESIGNATION, REMOVAL, EXPIRATION OF TERM, OR OTHERWISE, SHALL BE FILLED BY BY THE RESPECTIVE MEMBER THAT DESIGNATED THE DEPARTING DIRECTOR. IN ADDITION TO THE MHS DESIGNATED DIRECTORS AND CHI-FH DESIGNATED DIRECTORS (EACH A "MEMBER DESIGNATED DIRECTOR"), ONE DIRECTOR SHALL BE DESIGNATED AND APPOINTED BY UNANIMOUS VOTE OF THE MHS DESIGNATED DIRECTORS AND THE CHI-FH DESIGNATED DIRECTORS ("COMMUNITY DIRECTOR"). THE COMMUNITY DIRECTOR SHALL NOT BE EMPLOYED BY, UNDER CONTRACT WITH, OR A BOARD MEMBER OF EITHER MEMBER. IN ADDITION TO SATISFYING THE QUALIFICATIONS DESCRIBED IN SECTION 4.4 OF THE BYLAWS, THE COMMUNITY DIRECTOR SHALL BE DEDICATED TO PROMOTING ACCESS TO HIGH-QUALITY PSYCHIATRIC SERVICES TO RESIDENTS. VACANCIES OCCURING IN THE COMMUNITY DIRECTOR POSITION WHETHER ARISING BY REASON OF DEATH, RESIGNATION, REMOVAL, EXPIRATION OF THE COMMUNITY DIRECTOR'S TERM OR OTHERWISE, SHALL BE FILLED BY THE UNANIMOUS VOTE OF THE MEMBER DESIGNATED DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE ORGANIZATION'S MEMBERS ARE MULTICARE HEALTH SYSTEM AND FRANCISCAN HEALTH SYSTEM. PURSUANT TO SECTION 3.3 OF THE ORGANIZATION'S BYLAWS, THE MEMBERS HAVE THE FOLLOWING RESERVED POWERS, WHICH REQUIRE MUTUAL AGREEMENT TO EXERCISE: -APPROVE ANY PROPOSED AMENDMENTS TO THE ARTICLES OF INCORPORATION, THE BYLAWS AND THE GOVERNANCE MATRIX OF THE CORPORATION, AS WELL AS ANY CHANGE IN THE PURPOSES OR PHILOSOPHICAL DIRECTION OF THE CORPORATION; -APPROVE THE SELECTION AND REMOVAL OF THE PRESIDENT OF THE CORPORATION, AS PROVIDED IN ARTICLE 7 HERETO; -APPROVE ANY MERGER, DISSOLUTION , CONSOLIDATION, MEMBER SUBSTITUTION, AFFILIATION OR SIMILAR CORPORATE TRANSACTIONS OR ANY OTHER TRANSACTION INVOLVING THE DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; -APPROVE THE CREATION AND ORGANIZATIONAL DOCUMENTS (AND AMENDMENTS THERETO) OF ANY SUBSIDIARY OR AFFILIATED ENTITY, JOINT VENTURE OR SIMILAR ARRANGEMENT; -APPROVE THE ANNUAL CAPITAL BUDGET AND STRATEGIC PLANS FOR THE CORPORATION; -APPROVE ANY ANNUAL OPERATING BUDGET FOR THE CORPORATION THAT DOES NOT FORECAST AN OPERATING MARGIN OF AT LEAST TWO PERCENT (2%) CONSISTENT WITH THE APPROVED STRATEGIC PLANS OF THE CORPORATION; -APPROVE THE EXPANSION, DISCONTINUATION OR INITIATION OF CLINICAL CARE/SERVICE LINES PROVIDED BY OR PROPOSED TO BE PROVIDED BY THE CORPORATION THAT IS PROJECTED TO RESULT IN A GAIN OR LOSS TO THE CORPORATION IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000) ANNUALLY; -APPROVE ANY PLAN OF DISTRIBUTION OF NET INCOME OR OTHER ASSETS OF THE CORPORATION THAT IS INCONSISTENT WITH THE PURPOSES OR STRATEGIC PLANS OF THE CORPORATION; -CALL FOR ADDITIONAL FINANCIAL CONTRIBUTIONS OR GUARANTEES FROM THE MEMBERS EXCEPT AS SPECIFICALLY APPROVED IN ADVANCE IN THE MEMBER AGREEMENT OR OTHERWISE IN WRITING; -APPROVE THE ADOPTION, AMENDMENT, AND/OR TERMINATION OF ANY AGREEMENT BETWEEN THE CORPORATION AND A MEMBER; -APPROVE ANY AGREEMENT FOR THE SALE, PURCHASE OR LEASE OF REAL PROPE1IY IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000 ANNUALLY), INDIVIDUALLY, OR IN THE AGGREGATE; -APPROVE ALL UNBUDGETED DIRECT OR INDIRECT EXPENDITURES IN EXCESS OF TWENTY-FIVE THOUSAND DOLLARS ($25,000), INDIVIDUALLY OR IN THE AGGREGATE; -APPROVE ALL COMMUNITY BENEFIT, CHARITY, INDIGENT CARE, FINANCIAL ASSISTANCE, AND BILLING OR COLLECTION POLICIES FOR THE CORPORATION FOR THE PURPOSE OF ENSURING THAT SUCH POLICIES ARE CONSISTENT WITH LAW AND THE PURPOSES OF THE CORPORATION; -APPROVE ANY ACTION OF THE CORPORATION THAT COULD MATERIALLY AFFECT THE TAX-EXEMPT STATUS OF EITHER CHI-FH OR MHS; AND -APPROVE ANY INCURRENCE OR GUARANTEE OF DEBT BY THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | FOLLOWING THE PREPARATION OF THE FORM 990 BY TAX ANALYSTS OF COMMONSPIRIT HEALTH (CSH), A RELATED ORGANIZATION OF MEMBER FRANCISCAN HEALTH SYSTEM, THE RETURN IS REVIEWED BY THE CFO & CSH TAX DIRECTOR. AFTER APPROVAL, THE 990 IS FILED, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY IN ORDER TO EFFECT E-FILING. AFTER FILING, AN ELECTRONIC COPY OF THE 990 IS PROVIDED TO THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 12C | WELLFOUND HAS A CONFLICT OF INTEREST POLICY THAT APPLIES TO ALL WELLFOUND EMPLOYEES, AS WELL AS MEDICAL STAFF, VOLUNTEERS, STUDENTS, TRAINEES, ADMINISTRATIVE STAFF, CONTRACTORS, ALL INDIVIDUALS, INCLUDING, BUT NOT LIMITED TO, DIRECTORS, OFFICERS, EMPLOYEES, MEDICAL STAFF, LICENSED INDEPENDENT PRACTITIONERS AND STUDENTS, ARE REQUIRED TO COMPLETE A COI DISCLOSURE REPORT UPON BEGINNING THEIR EMPLOYMENT/ASSOCIATION WITH WELLFOUND AND ON AN ANNUAL BASIS THEREAFTER. ANY ASSOCIATED INDIVIDUAL WHO BECOMES AWARE THAT HE/SHE HAS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST MUST PROMPTLY DISCLOSE THIS TO THE CORPORATE COMPLIANCE OFFICER, OR HIS/HER DESIGNEE, WHO WILL REVIEW THE DISCLOSED CONFLICT OF INTEREST AND TAKE ANY ACTION(S) DEEMED REQUIRED OR APPROPRIATE TO MANAGE OR RESOLVE THE MATTER, INCLUDING BY REFERRING THE MATTER TO THE WELLFOUND BEHAVIORAL HEALTH HOSPITAL BOARD'S EXECUTIVE COMMITTEE AS APPROPRIATE. THE CORPORATE COMPLIANCE OFFICER, OR HIS/HER DESIGNEE, OR THE EXECUTIVE COMMITTEE, WHEN INVOLVING A DIRECTOR, OFFICER OR KEY PERSON, WILL TAKE ALL ACTIONS DEEMED REQUIRED OR APPROPRIATE TO MANAGE OR RESOLVE ANY ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE EXECUTIVE COMMITTEE WILL BE COMPOSED SOLELY OF INDEPENDENT DIRECTORS. AFTER DISCLOSING A POSSIBLE CONFLICT OF INTEREST AND UNLESS OTHERWISE EXPRESSLY APPROVED BY THE CORPORATE COMPLIANCE OFFICER, HIS/HER DESIGNEE, OR BY THE MEDICAL EXECUTIVE COMMITTEE, THE INDIVIDUAL SHALL RECUSE THEMSELF FROM THE ISSUE, INCLUDING BY REFRAINING FROM ATTEMPTING TO IMPROPERLY INFLUENCE DELIBERATIONS OR VOTING ON THE TRANSACTION OR MATTER, AND NOT BE PRIVY TO ANY NON-PUBLIC INFORMATION RELATING TO THE TRANSACTION. ANY DIRECTOR, OFFICER, OR KEY PERSON WITH AN INTEREST IN A RELATED PARTY TRANSACTION MUST DISCLOSE IN GOOD FAITH THE MATERIAL FACTS OF THE INTEREST TO THE BOARD OF DIRECTORS EXECUTIVE COMMITTEE.IF A RELATED PARTY OF WELLFOUND BEHAVIORAL HEALTH HOSPITAL HAS A SUBSTANTIAL FINANCIAL INTEREST IN A RELATED PARTY TRANSACTION, THE WELLFOUND BEHAVIORAL HEALTH HOSPITAL BOARD'S EXECUTIVE COMMITTEE MUST: A. PRIOR TO ENTERING INTO THE TRANSACTION, CONSIDER ALTERNATIVE TRANSACTIONS TO THE EXTENT AVAILABLE; B. APPROVE THE TRANSACTION BY NOT LESS THAN A MAJORITY VOTE OF THE DIRECTORS OR COMMITTEE MEMBERS PRESENT AT THE MEETING; AND C. CONTEMPORANEOUSLY DOCUMENT IN WRITING THE BASIS FOR ITS APPROVAL OF THE TRANSACTION, INCLUDING CONSIDERATION OF ANY ALTERNATIVE TRANSACTIONS. RELATED PARTY TRANSACTIONS MUST NOT ONLY BE DISCLOSED PRIOR TO APPROVAL OF THE TRANSACTION BUT APPROVED BY THE EXECUTIVE COMMITTEE AS FAIR, REASONABLE AND IN WELLFOUND BEHAVIORAL HEALTH HOSPITAL'S BEST INTEREST. NO PERSON WITH AN INTEREST IN A RELATED PARTY TRANSACTION (INCLUDING COMPENSATION) MAY BE PRESENT AT OR PARTICIPATE IN DELIBERATION OR VOTING ON IT. THE WELLFOUND BEHAVIORAL HEALTH HOSPITAL BOARD'S EXECUTIVE COMMITTEE, HOWEVER, MAY REQUEST THAT THE PERSON PROVIDE INFORMATION OR ANSWER QUESTIONS PRIOR TO THE DELIBERATIONS OR VOTING. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD, THROUGH ITS COMPENSATION COMMITTEE CONSISTING OF INDEPENDENT, NON-PAID, BOARD MEMBERS, IS ACCOUNTABLE FOR ENSURING AND APPROVING A REASONABLE TOTAL COMPENSATION PACKAGE, CONSISTENT WITH ITS COMPENSATION PHILOSOPHY, FOR THE CEO. THE COMPENSATION COMMITTEE DIRECTS THE DEVELOPMENT AND IT APPROVES ANNUAL GOALS AND PERFORMANCE CRITERIA THAT ARE USED TO DETERMINE VARIABLE COMPENSATION OPPORTUNITIES FOR THE CEO. THE COMPENSATION COMMITTEE ASSESSES PERFORMANCE AGAINST THESE GOALS AND PERFORMANCE CRITERIA, WHICH INCLUDE IMPROVING PATIENT CARE, CARE ACCESS TO THE UNDERSERVED, CLINICAL OUTCOMES, AND PATIENT SAFETY, AS WELL AS EARNING AN OPERATING MARGIN TO ENABLE INVESTMENT IN PEOPLE, TECHNOLOGY, AND FACILITIES. THE COMPENSATION DELIBERATION AND DECISIONS ARE CONTEMPORANEOUSLY DOCUMENTED. THE LAST TIME THIS PROCESS WAS UNDERTAKEN WAS 2021. THE CEO UTILIZES A 3RD PARTY REPORT TO DETERMINE COMPENSATION OF OTHER OFFICERS OR KEY EMPLOYEES BASED ON ROLE AND EXPERIENCE. WELLFOUND'S MEMBERS FILL THE CEO AND CNO ROLE AND BOTH MEMBERS VALIDATE THE COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| PART VII, SECTION A, LINE 5 | ANGELA NAYLOR SERVES AS CEO OF WELLFOUND BEHAVIORAL HEALTH HOSPITAL. MS. NAYLOR IS EMPLOYED BY MULTICARE HEALTH SYSTEM, MEMBER OF WELLFOUND, AND WELLFOUND PAYS MULTICARE FOR HER SERVICES PURSUANT TO A SERVICE AGREEMENT. |
| FORM 990, PART XI, LINE 9: | CONTRIBUTIONS RELEASED FROM RESTRICTION 0. PARTNER CAPITAL CONTRIBUTIONS 12,000,000. |
| Software ID: | |
| Software Version: |