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 | |||||
| (A)
ADVENTIST MIDWEST HEALTH |
362276984 | 3 | No | 0 | 0 | |
| (B)
ADVENTIST GLENOAKS HOSPITAL |
363208390 | 3 | No | 0 | 0 | |
| (C)
ADVENTIST BOLINGBROOK HOSPITAL |
651219504 | 3 | No | 0 | 0 | |
| (D)
ADVENTIST HEALTH PARTNERS INC |
364138353 | 3 | No | 0 | 0 | |
| (E)
AHP SPECIALTY CARE NFP |
811105774 | 3 | No | 0 | 0 | |
|
Total 5
|
0 | 0 | ||||
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)
![]() |
(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) |
||||
| 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) |
||||
| 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): |
|||||
| 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) |
||||
| 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. |
||||
|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
||||
| 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 |
|---|
| Return Reference | Explanation |
|---|---|
| PART IV, SECTION A, LINE 1: | AHS MIDWEST MANAGEMENT, INC. (AMM), ADVENTIST MIDWEST HEALTH (AMH), ADVENTIST BOLINGBROOK HOSPITAL (ABH), ADVENTIST GLENOAKS HOSPITAL (AGH), ADVENTIST HEALTH PARTNERS, INC. (AHP), AND AHP SPECIALTY CARE, NFP (AHPSC) ARE PART OF A FAITH-BASED HEALTHCARE SYSTEM OF ORGANIZATIONS WHOSE PARENT IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION (AHSSHC). THE SYSTEM IS KNOWN AS ADVENTHEALTH. AHSSHC IS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). AHSSHC AND ITS SUBSIDIARY ORGANIZATIONS OPERATE 49 HOSPITALS IN 10 STATES THROUGHOUT THE U.S., PRIMARILY IN THE SOUTHEASTERN PORTION OF THE U.S. AHSSHC AND ITS SUBSIDIARIES ALSO OPERATE 10 NURSING HOME FACILITIES AND OTHER ANCILLARY HEALTH CARE PROVIDER FACILITIES, SUCH AS AMBULATORY SURGERY CENTERS AND DIAGNOSTIC IMAGING CENTERS. AMM'S ARTICLES OF INCORPORATION PROVIDE AS ONE OF ITS PURPOSES THE FOLLOWING: TO ALWAYS OPERATE IN A MANNER CONSISTENT WITH AND IN FURTHERANCE OF THE GOALS, STANDARDS, METHODS AND POLICIES OF THE SEVENTH-DAY ADVENTIST CHURCH, THESE ARTICLES OF INCORPORATION, AND THE NEEDS OF THE PATIENT POPULATION SERVED IN LIGHT OF THIS CORPORATION'S STATUS AS AN AFFILIATED ORGANIZATION OF ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION AND AN INTEGRAL PART OF THE SYSTEM OF MEDICAL AND EDUCATIONAL INSTITUTIONS OPERATED THROUGHOUT THE WORLD BY THE SEVENTH-DAY ADVENTIST CHURCH. AMH, ABH, AGH, AHP, AND AHPSC ARE EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3) AND ARE CLASSIFIED AS PUBLIC CHARITIES UNDER IRC SECTION 509(A)(1) AS A HOSPITAL DEFINED UNDER IRC SECTION 170(B)(1)(A)(III). THE SUPPORTED ORGANIZATIONS OWN AND OPERATE HOSPITAL FACILITIES AND/OR PHYSICIAN CLINICS IN THE CHICAGO METROPOLITAN AREA AND ARE EACH IDENTIFIED AS A SUPPORTED ORGANIZATION OF AMM. AS ENTITIES THAT OPERATE HOSPITALS AND/OR PHYSICIAN CLINICS, AMH, ABH, AGH, AHP, AND AHPSC ARE INCLUDED IN THE CLASS REFERRED TO IN AMM'S ARTICLES THAT PROVIDE HEALTHCARE TO THE PATIENT POPULATIONS SERVED AS AN AFFILIATED ORGANIZATION OF AHSSHC. ADDITIONALLY, AMM HAS BEEN AN INTEGRAL PART OF THE ORGANIZATIONAL STRUCTURE THAT SUPPORTS THE AHSSHC HOSPITALS LOCATED IN THE CHICAGO MARKET SINCE ITS INCEPTION IN 1984. |
| PART IV, SECTION B, LINE 2: | AS NOTED ABOVE, AMH, ABH, AGH, AHP, AND AHPSC EACH OWNED AND OPERATED A HOSPITAL FACILITY AND/OR PHYSICIAN CLINICS IN THE CHICAGO METROPOLITAN AREA AND ARE EACH IDENTIFIED AS A SUPPORTED ORGANIZATION OF AMM DURING ITS CURRENT TAX YEAR. THE FIVE SUPPORTED ORGANIZATIONS WITH THEIR RELATED ENTITIES AND OPERATIONS CONSTITUTE THE MIDWEST REGION OF ADVENTHEALTH. AMM, THE FILING ORGANIZATION, SUPPORTED EACH OF THE SUPPORTED ORGANIZATIONS IN THE ADVENTHEALTH MIDWEST REGION BY PROVIDING MANAGEMENT SERVICES TO PHYSICIAN PRACTICES AFFILIATED WITH THE HOSPITALS PRIOR TO NOVEMBER 1, 2022. AMH WAS THE SOLE MEMBER OF AMM AND APPOINTED THE BOARD OF AMM. THE RIGHT TO ELECT, APPOINT OR REMOVE ANY MEMBER OF AMM'S BOARD IS NOT SHARED WITH ANY OF THE OTHER SUPPORTED ORGANIZATIONS. HOWEVER, THE SELECTION OF THE BOARD PROVIDES SUBSTANTIAL REPRESENTATION OF EACH OF THE SUPPORTED ORGANIZATIONS AND GIVES EACH OF THE ORGANIZATIONS A SIGNIFICANT VOICE IN OVERSEEING THE OPERATIONS OF AMM. THE 2022 BOARD OF DIRECTORS OF AMM INCLUDED THE CEO OF EACH HOSPITAL OWNED BY AMH, ABH AND AGH THAT IS OPERATED IN THE CHICAGO MARKET AND THE CEO OF THE RELATED TAX-EXEMPT PHYSICIAN GROUPS. THE COMPOSITION OF THE BOARD IN THIS MANNER INSURED THAT THE NEEDS OF EACH OF THE SUPPORTED ORGANIZATIONS WERE CONSIDERED IN ESTABLISHING THE DIRECTION AND STRATEGY OF AMM. |
| 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 III, LINE 3 | PLEASE SEE THE NARRATIVE BELOW FOR FORM 990, PART VI, SECTION A, LINE 4 REGARDING THE CHANGES IN PROGRAM SERVICES CONDUCTED BY THE FILING ORGANIZATION. |
| PART V, LINE 1A: | THE PARENT CORPORATION OF AHS MIDWEST MANAGEMENT (THE FILING ORGANIZATION) IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION (AHSSHC). AHSSHC IS A FLORIDA, NOT-FOR-PROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(3). AHSSHC HAS ESTABLISHED A SHARED SERVICE CENTER TO CENTRALIZE THE ACCOUNTS PAYABLE (A/P) FUNCTION FOR ALL AHSSHC 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 AHSSHC AS THE PAYOR SUBJECT TO THE INFORMATION REPORTING REQUIREMENTS OF SECTION 6041. THE FACTS AND CIRCUMSTANCES SUPPORT A POSITION THAT AHSSHC, 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). AHSSHC WILL NOT MERELY BE MAKING PAYMENTS AT THE DIRECTION OF ITS SUBSIDIARY ORGANIZATIONS. ACCORDINGLY, AHSSHC IS CONSIDERED THE PAYOR SUBJECT TO THE INFORMATION REPORTING REQUIREMENTS OF SECTION 6041. |
| FORM 990, PART VI, SECTION A, LINE 4 | PRIOR TO APRIL 1, 2022, AHS MIDWEST MANAGEMENT, INC. (AHSMWM) WAS A COVERED AFFILIATE OF AN AFFILIATION COMPRISING A REGIONAL HEALTH CARE DELIVERY NETWORK OPERATED AND MANAGED BY ALEXIAN BROTHERS-AHS MIDWEST REGION HEALTH CO., A JOINT OPERATING COMPANY BETWEEN ALEXIAN BROTHERS HEALTH SYSTEM AND ADVENTIST MIDWEST HEALTH (THE JOINT OPERATING COMPANY). THE JOINT OPERATING COMPANY WAS KNOWN AS AMITA HEALTH. IN 2022, THE MEMBERSHIP OF THE FILING ORGANIZATION WAS HELD BY ADVENTIST MIDWEST HEALTH THROUGH OCTOBER 31, 2022, AND THEN BY ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION DIRECTLY BEGINNING NOVEMBER 1, 2022. THE MEMBERSHIP OF ADVENTIST MIDWEST HEALTH IS HELD DIRECTLY BY ADVENTIST HEALTH SYSTEM/SUNBELT, INC. AND INDIRECTLY BY ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION, BOTH 501(C)(3) ORGANIZATIONS. THE HEALTHCARE SYSTEM WHOSE PARENT IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION IS KNOWN AS ADVENTHEALTH. EFFECTIVE APRIL 1, 2022, ALEXIAN BROTHERS HEALTH SYSTEM AND ADVENTIST MIDWEST HEALTH EXECUTED A DISAFFILIATION AGREEMENT (THE DISAFFILIATION) WHEREBY IT WAS AGREED THAT THE JOINT OPERATING COMPANY, ALEXIAN BROTHERS-AHS MIDWEST REGION HEALTH CO., WOULD WIND UP ITS AFFAIRS AND DISSOLVE AND THAT THE PARTIES TO THE ORIGINAL AFFILIATION AGREEMENT WOULD NO LONGER BE UNDER THE MANAGEMENT CONTROL OF THE JOINT OPERATING COMPANY. ACCORDINGLY, THE BYLAWS OF THE FILING ORGANIZATION WERE AMENDED EFFECTIVE APRIL 1, 2022, TO REFLECT THE CHANGES RESULTING FROM THE DISAFFILIATION. FOR THE PERIOD FROM JANUARY 1 TO MARCH 31 OF 2022, CERTAIN GOVERNANCE POWERS WERE RESERVED TO ADVENTIST MIDWEST HEALTH AS THE MEMBER OF THE FILING ORGANIZATION AND A MEMBER OF THE JOINT OPERATING COMPANY. THE RESERVED POWERS OF ADVENTIST MIDWEST HEALTH INCLUDED THE ALTERATION, RESTATEMENT, OR REPEAL OF THE ARTICLES OF INCORPORATION, BYLAWS, OR MISSION STATEMENT OF THE FILING ORGANIZATION, PROVIDED THAT SUCH ACTIONS WERE NOT INCONSISTENT WITH THE JOINT OPERATING COMPANY BYLAWS OR THE AFFILIATION AGREEMENT. RESERVED POWERS ALSO INCLUDED THE APPOINTMENT OF THE FILING ORGANIZATION'S BOARD OF DIRECTORS, SUBJECT TO THE RATIFICATION OF THE JOINT OPERATING COMPANY BOARD OF DIRECTORS. FOR THE SAME TIME PERIOD, CERTAIN FINANCIAL AUTHORITIES WERE RESERVED TO ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION, AS SPONSOR, THE BOARD OF DIRECTORS OF THE JOINT OPERATING COMPANY, AND BY BOTH MEMBERS OF THE JOINT OPERATING COMPANY. CERTAIN OPERATIONAL AUTHORITIES WERE ALSO RESERVED TO THE BOARD OF DIRECTORS OF THE JOINT OPERATING COMPANY INCLUDING THE DETERMINATION OF THE SERVICES TO BE PROVIDED BY THE FILING ORGANIZATION. PRIOR TO THE APRIL 1, 2022 AMENDMENT, THE BYLAWS PROVIDED THAT THE APPOINTMENT, RETENTION, AND REMOVAL OF THE PRESIDENT OF AHSMWM WAS AT THE DISCRETION OF THE CHIEF EXECUTIVE OFFICER OF THE JOINT OPERATING COMPANY SUBJECT TO APPROVAL BY ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION. THE REVISIONS TO THE BYLAWS PROVIDE THAT THE APPOINTMENT, RETENTION, AND REMOVAL OF THE PRESIDENT OF AHSMWM SHALL BE AT THE DISCRETION OF THE MEMBER. THE BYLAWS WERE ALSO REVISED EFFECTIVE APRIL 1, 2022 TO UPDATE THE POWERS RESERVED TO THE MEMBER. THE FOLLOWING POWERS RESERVED TO THE MEMBER WERE ADDED TO THE APRIL 1, 2022 BYLAW REVISIONS: 1) THE AUTHORITY TO SET LIMITS AND TERMS FOR ALL TYPES OF FINANCIAL TRANSACTIONS EXCEEDING $100,000; 2) THE AUTHORITY TO SECURE NAMING RIGHTS AND DIRECT THE PLACEMENT OF FUNDS AND CAPITAL OF THE FILING ORGANIZATION IN EXCESS OF $1,000,000; 3) THE AUTHORITY TO APPROVE OR DISAPPROVE THE IMPLEMENTATION OF NON-TRADITIONAL, NON-HEALTHCARE RELATED ACTIVITIES; 4) THE AUTHORITY TO APPROVE OR DISAPPROVE PERFORMANCE/QUALITY IMPROVEMENT, REVENUE CYCLE AND CASE MANAGEMENT PROGRAMS; 5) THE AUTHORITY TO APPROVE OR DISAPPROVE THE SELECTION OF THE AUDITING FIRM AND ELECTION OF THE FISCAL YEAR; 6) THE AUTHORITY TO APPROVE OR DISAPPROVE THE SELECTION OF THE FILING ORGANIZATION'S GROUP PURCHASING ORGANIZATION; 7) THE AUTHORITY TO APPROVE OR DISAPPROVE ANY JOINT VENTURE OR PARTNERSHIP IN WHICH AHSMWM WOULD BE A MEMBER OR PARTNER; 8) THE AUTHORITY TO APPROVE OR DISAPPROVE THE IT SYSTEMS AND OTHER SHARED SERVICES USED; 9) THE AUTHORITY TO REQUIRE ADHERENCE TO THE SYSTEM-WIDE NAMING NOMENCLATURE AND SERVICE STANDARDS ADOPTED BY THE MEMBER; 10) THE AUTHORITY TO SET AND ENFORCE POLICES FOR PHYSICIAN COMPENSATION INCLUDING COMMERCIAL REASONABLENESS AND FAIR MARKET VALUE; AND 11) THE AUTHORITY TO EXERCISE SUCH OTHER POWERS AS ARE NECESSARY IN CONNECTION WITH ALL OTHER LISTED POWERS. NOVEMBER 1, 2022 CHANGES TO THE ARTICLES OF INCORPORATION: EFFECTIVE NOVEMBER 1, 2022, THE ARTICLES OF INCORPORATION FOR AHSMWM WERE AMENDED TO CHANGE THE SOLE MEMBER FROM ADVENTIST MIDWEST HEALTH TO ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION. NOVEMBER 1, 2022 CHANGES TO THE BYLAWS: ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION, ADVENTIST HEALTH SYSTEM/SUNBELT, INC., AND ADVENTIST MIDWEST HEALTH ENTERED INTO AN AFFILIATION AGREEMENT WITH THE UNIVERSITY OF CHICAGO MEDICAL CENTER (UCMC), EFFECTIVE DECEMBER 31, 2022. UCMC IS A 501(C)(3) ACADEMIC HEALTH ORGANIZATION THAT OPERATES HOSPITALS, OUTPATIENT CLINICS AND PHYSICIAN PRACTICES IN THE GREATER CHICAGO AREA AND NORTHWEST INDIANA. UNDER THE AFFILIATION AGREEMENT, UCMC ACQUIRED A 51% MEMBERSHIP INTEREST IN ADVENTIST MIDWEST HEALTH. IN CONNECTION WITH THE UCMC AFFILIATION, AHSMWM'S PURPOSES WERE EXPANDED TO INCLUDE SERVING AS THE EMPLOYEE LEASING COMPANY THAT WOULD EMPLOY ALL WORKERS WHO PROVIDE SERVICES AT ADVENTIST MIDWEST HEALTH AND ITS SUBSIDIARY 501(C)(3) ORGANIZATIONS BEGINNING IN 2023. ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION WILL CONTINUE TO MANAGE THE HOSPITAL. A SUMMARY OF THE SIGNIFICANT CHANGES IN THE NOVEMBER 1, 2002 BYLAWS OF AHSMWM FOLLOWS. ARTICLE II OF THE NOVEMBER 1, 2022 BYLAWS STATES THAT THE SOLE MEMBER OF THE FILING ORGANIZATION IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION. ARTICLE III OF THE NOVEMBER 1, 2022 BYLAWS REVISES THE MINIMUM NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS FROM 6 TO 3. THE DETAILED LISTING OF RESPONSIBILITIES AND DUTIES OF THE MEMBERS OF THE BOARD OF DIRECTORS WAS DELETED AND REPLACED WITH THE STATEMENT THAT THE BOARD OF DIRECTORS SHALL POSSESS THOSE RESPONSIBILITIES AND DUTIES AS SET FORTH IN THE BYLAWS AND BY OPERATION OF LAW. UNDER THE NOVEMBER 1, 2022 BYLAWS, ALL CORPORATE OFFICERS, INCLUDING THE PRESIDENT, ARE ELECTED BY THE MEMBER. THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER MAY ALSO BE REMOVED BY THE MEMBER. |
| FORM 990, PART VI, SECTION A, LINE 6 | PRIOR TO NOVEMBER 1, 2022, THE SOLE MEMBER OF THE FILING ORGANIZATION WAS ADVENTIST MIDWEST HEALTH. BEGINNING NOVEMBER 1, 2022, THE SOLE MEMBER OF THE FILING ORGANIZATION IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION (AHSSHC). AHSSHC IS THE 501(C)(3) TOP-TIER PARENT ORGANIZATION OF ADVENTIST MIDWEST HEALTH. THERE ARE NO OTHER CLASSES OF MEMBERSHIP IN THE FILING ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE MEMBERS OF THE BOARD OF DIRECTORS OF THE FILING ORGANIZATION ARE APPOINTED BY THE MEMBER. UNDER THE BYLAWS IN EFFECT AT DECEMBER 31, 2022, THE MEMBER IS ENTITLED TO ELECT NOT LESS THAN THREE AND NOT MORE THAN 11 MEMBERS TO THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | PRIOR TO APRIL 1, 2022, AHS MIDWEST MANAGEMENT, INC. (AHSMWM) WAS A COVERED AFFILIATE OF AN AFFILIATION COMPRISING A REGIONAL HEALTH CARE DELIVERY NETWORK OPERATED AND MANAGED BY ALEXIAN BROTHERS-AHS MIDWEST REGION HEALTH CO., A JOINT OPERATING COMPANY BETWEEN ALEXIAN BROTHERS HEALTH SYSTEM AND ADVENTIST MIDWEST HEALTH (THE JOINT OPERATING COMPANY). THE JOINT OPERATING COMPANY WAS KNOWN AS AMITA HEALTH. IN 2022, THE MEMBERSHIP OF THE FILING ORGANIZATION WAS HELD BY ADVENTIST MIDWEST HEALTH THROUGH OCTOBER 31, 2022, AND THEN BY ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION DIRECTLY BEGINNING NOVEMBER 1, 2022. THE MEMBERSHIP OF ADVENTIST MIDWEST HEALTH IS HELD DIRECTLY BY ADVENTIST HEALTH SYSTEM/SUNBELT, INC. AND INDIRECTLY BY ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION, BOTH 501(C)(3) ORGANIZATIONS. THE HEALTHCARE SYSTEM WHOSE PARENT IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION IS KNOWN AS ADVENTHEALTH. EFFECTIVE APRIL 1, 2022, ALEXIAN BROTHERS HEALTH SYSTEM AND ADVENTIST MIDWEST HEALTH EXECUTED A DISAFFILIATION AGREEMENT (THE DISAFFILIATION) WHEREBY IT WAS AGREED THAT THE JOINT OPERATING COMPANY, ALEXIAN BROTHERS-AHS MIDWEST REGION HEALTH CO., WOULD WIND UP ITS AFFAIRS AND DISSOLVE AND THAT THE PARTIES TO THE ORIGINAL AFFILIATION AGREEMENT WOULD NO LONGER BE UNDER THE MANAGEMENT CONTROL OF THE JOINT OPERATING COMPANY. ACCORDINGLY, THE BYLAWS OF THE FILING ORGANIZATION WERE AMENDED EFFECTIVE APRIL 1, 2022, TO REFLECT THE CHANGES RESULTING FROM THE DISAFFILIATION. FOR THE PERIOD FROM JANUARY 1 TO MARCH 31 OF 2022, CERTAIN GOVERNANCE POWERS WERE RESERVED TO ADVENTIST MIDWEST HEALTH AS THE MEMBER OF THE FILING ORGANIZATION AND A MEMBER OF THE JOINT OPERATING COMPANY. THE RESERVED POWERS OF ADVENTIST MIDWEST HEALTH INCLUDED THE ALTERATION, RESTATEMENT, OR REPEAL OF THE ARTICLES OF INCORPORATION, BYLAWS, OR MISSION STATEMENT OF THE FILING ORGANIZATION, PROVIDED THAT SUCH ACTIONS WERE NOT INCONSISTENT WITH THE JOINT OPERATING COMPANY BYLAWS OR THE AFFILIATION AGREEMENT. RESERVED POWERS ALSO INCLUDED THE APPOINTMENT OF THE FILING ORGANIZATION'S BOARD OF DIRECTORS, SUBJECT TO THE RATIFICATION OF THE JOINT OPERATING COMPANY BOARD OF DIRECTORS. FOR THE SAME TIME PERIOD, CERTAIN FINANCIAL AUTHORITIES WERE RESERVED TO ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION, AS SPONSOR, THE BOARD OF DIRECTORS OF THE JOINT OPERATING COMPANY, AND BY BOTH MEMBERS OF THE JOINT OPERATING COMPANY. CERTAIN OPERATIONAL AUTHORITIES WERE ALSO RESERVED TO THE BOARD OF DIRECTORS OF THE JOINT OPERATING COMPANY INCLUDING THE DETERMINATION OF THE SERVICES TO BE PROVIDED BY THE FILING ORGANIZATION. BEGINNING APRIL 1, 2022, THE BYLAWS OF THE FILING ORGANIZATION WERE AMENDED. UPON AMENDMENT, THE FOLLOWING RESERVED POWERS WERE HELD BY ADVENTIST MIDWEST HEALTH: TO APPROVE OR DISAPPROVE SENIOR MANAGEMENT OF THE FILING ORGANIZATION AND SUCH INDIVIDUALS' COMPENSATION; TO APPROVE OR DISAPPROVE ANY AMENDMENTS TO THE FILING ORGANIZATION'S ARTICLES OF INCORPORATION OR BYLAWS; TO APPROVE OR DISAPPROVE MATERIAL CHANGES IN THE SERVICES OFFERED BY THE FILING ORGANIZATION; THE AUTHORITY TO SET LIMITS AND TERMS FOR ALL TYPES OF FINANCIAL TRANSACTIONS EXCEEDING $100,000 FOR ANY SINGLE OR RELATED PROJECTS; TO APPROVE OR DISAPPROVE CAPITAL EXPENDITURES AND THE SALE, DONATION, OR OTHER TRANSFER OF REAL OR PERSONAL PROPERTY IN EXCESS OF $1,000,000; TO APPROVE OR DISAPPROVE OPERATING AND CAPITAL BUDGETS AND STRATEGIC PLANS; THE AUTHORITY TO REQUIRE ADHERENCE TO POLICIES ADOPTED BY THE MEMBER AND ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION; THE AUTHORITY TO SECURE NAMING RIGHTS AND TO DIRECT THE PLACEMENT OF FUNDS AND CAPITAL OF THE FILING ORGANIZATION IN EXCESS OF $1,000,000; THE AUTHORITY TO APPROVE OR DISAPPROVE THE IMPLEMENTATION OF NON-TRADITIONAL, NON-HEALTHCARE RELATED ACTIVITIES; THE AUTHORITY TO APPROVE OR DISAPPROVE PERFORMANCE/QUALITY IMPROVEMENT, REVENUE CYCLE AND CASE MANAGEMENT PROGRAMS; THE AUTHORITY TO APPROVE OR DISAPPROVE THE SELECTION OF THE AUDITING FIRM AND ELECTION OF THE FISCAL YEAR; THE AUTHORITY TO APPROVE OR DISAPPROVE THE SELECTION OF THE FILING ORGANIZATION'S GROUP PURCHASING ORGANIZATION; THE AUTHORITY TO APPROVE OR DISAPPROVE ANY JOINT VENTURE OR PARTNERSHIP IN WHICH AHSMWM WOULD BE A MEMBER OR PARTNER; THE AUTHORITY TO APPROVE OR DISAPPROVE THE IT SYSTEMS AND OTHER SHARED SERVICES USED; THE AUTHORITY TO REQUIRE ADHERENCE TO THE SYSTEM-WIDE NAMING NOMENCLATURE AND SERVICE STANDARDS ADOPTED BY THE MEMBER; THE AUTHORITY TO SET AND ENFORCE POLICES FOR PHYSICIAN COMPENSATION INCLUDING COMMERCIAL REASONABLENESS AND FAIR MARKET VALUE; AND THE AUTHORITY TO EXERCISE SUCH OTHER POWERS AS ARE NECESSARY IN CONNECTION WITH ALL OTHER LISTED POWERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE FILING ORGANIZATION'S CURRENT YEAR FORM 990 WAS REVIEWED BY A MEMBER OF THE BOARD OF DIRECTORS PRIOR TO ITS FILING WITH THE IRS. THE REVIEW CONDUCTED BY THE MEMBER OF THE BOARD OF DIRECTORS 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. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE FILING ORGANIZATION'S CEO AND OTHER OFFICERS ARE NOT COMPENSATED BY THE FILING ORGANIZATION. FOR 2022, THE COMPENSATION PACKAGE FOR THESE INDIVIDUALS WAS INITIALLY DETERMINED BY THE JOINT OPERATING COMPANY, ALEXIAN BROTHERS-AHS MIDWEST REGION HEALTH CO., DBA AMITA HEALTH (AMITA HEALTH OR JOC). AS DISCUSSED IN OUR RESPONSE TO FORM 990, PART VI, SECTION A, LINE 4, THE FILING ORGANIZATION CEASED TO BE A COVERED AFFILIATE OF THE JOC EFFECTIVE APRIL 1, 2022, DUE TO THE DISAFFILIATION AGREEMENT BETWEEN ALEXIAN BROTHERS HEALTH SYSTEM AND ADVENTIST MIDWEST HEALTH, THE FILING ORGANIZATION'S 501(C)(3) SOLE MEMBER FOR JANUARY 1 - OCTOBER 31, 2022. PLEASE SEE THE DISCUSSION CONCERNING THE PROCESS FOLLOWED BY AMITA HEALTH IN DETERMINING 2022 EXECUTIVE COMPENSATION IN OUR RESPONSE TO SCHEDULE J, LINE 3. |
| FORM 990, PART VI, SECTION C, LINE 19 | 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. |
| PART VII, SECTION A | FOR THOSE BOARD OF DIRECTOR MEMBERS AND OFFICERS 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 (D), (E) AND (F) ON PAGE 7 WERE PROVIDED IN CONJUNCTION WITH THAT PERSON'S RESPONSIBILITIES AND ROLES IN SERVING IN AN EXECUTIVE LEADERSHIP POSITION WITHIN ADVENTHEALTH OR AMITA HEALTH. FOR THE PERIOD FROM JANUARY 1 - MARCH 31, 2022, THE CEO, VP OF FINANCE, DIRECTOR/VICE CHAIRMAN, AND CMO WERE COMPENSATED BY AN UNRELATED ENTITY FOR SERVICES PROVIDED TO THE FILING ORGANIZATION. THE HOURS AND COMPENSATION DISCLOSED IN PART VII FOR THESE INDIVIDUALS 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. |
| FORM 990, PART XI, LINE 9: | DISCHARGE OF LIABILITIES OWED TO RELATED TAX EXEMPT ORGANIZATION 61,434,827. REVERSAL OF PRIOR YEARS' PURCHASE ACCOUNTING ADJUSTMENTS -488,991. |
| PART XII, LINES 3A AND 3B: | ALTHOUGH THE TAXPAYER IS NOT REQUIRED TO UNDERGO AN AUDIT AS SET FORTH IN THE SINGLE AUDIT ACT AND OMB CIRCULAR A-133, THE TAXPAYER IS PART OF A CONTROLLED GROUP OF ORGANIZATIONS THAT COMPRISE A CONSOLIDATED FINANCIAL STATEMENT AUDIT. THE CONTROLLED GROUP'S PARENT IS ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION (AHSSHC), A 501(C)(3) ORGANIZATION. THE SYSTEM OF HEALTHCARE ENTITIES OWNED AND CONTROLLED BY AHSSHC IS KNOWN AS ADVENTHEALTH. FOR THE YEAR ENDED DECEMBER 31, 2022, ADVENTHEALTH WILL FILE A CONSOLIDATED SINGLE AUDIT WHICH WILL INCLUDE ALL ENTITIES THAT ARE PART OF THE CONTROLLED GROUP. ACCORDINGLY, THE TAXPAYER HAS CHECKED YES TO THE QUESTIONS ON PART XII, LINE 3A AND 3B. |
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