Franciscan Alliance Inc

“No action on the part of the board of trustees in respect of any of the following matters shall be effective unless the action has been approved by a majority of the members; namely: (a) corporate mission and philosophy; (b) appointment or removal of the chairperson, president, secretary, or treasurer of the corporation; (c) alienation of property as defined in canon law; or (d) encumbrance of debt as defined by canon law.”

“The information to prepare the form 990 of franciscan alliance, inc. ("franciscan") is gathered by finance staff and mission representatives and provided to its accounting firm who prepares the return. Senior management then reviews the return prior to filing. The form 990 is also made available to franciscan's board of trustees prior to filing.”

“The Corporation requires annual conflict of interest statements from each director, principal officer, members of committees with board designated powers, key employees, and executive leadership committee members which affirms that they have received, read, and understand the conflict of interest policy and have agreed to comply with the policy. In connection with any actual or possible conflict of interest, a director, principal officer or member of a committee with board designated powers must disclose the existence and nature of the financial interest to the directors and members of committees with board delegated powers considering the proposed transaction or arrangements. After disclosure of the financial interest, the director, principal or committee member shall leave the board or committee meeting while the financial interest is discussed and vote taken. In addition, ongoing reviews and assessments are made to make certain that the Corporation operates in a manner consistent with its charitable purposes. In conducting the ongoing reviews and assessments, the Corporation uses internal and external advisors. Reviews include compensation arrangements, acquisitions, partnerships, joint venture arrangements, and agreements to provide health care products/services, etc.”

“Franciscan Alliance, Inc.'s ("Franciscan") process for determining compensation for the organization's President/CEO, officers and key employees consists of periodic external reviews completed by national independent compensation consultants. The Executive Committee of the Board of Trustees approves the proposed compensation and benefits at an annual compensation review meeting held each year. The organization's President/CEO recuses himself from the vote on executive compensation. FORM 990, PART VII, SECTION A, COLUMN (D) FOR ALL FRANCISCAN ALLIANCE, INC. ("FRANCISCAN") EMPLOYEES, INCLUDING THOSE LISTED ON SCHEDULE J, FRANCISCANS GOAL IS TO OFFER COMPETITIVE SALARIES IN ORDER TO ATTRACT, HIRE, AND RETAIN QUALIFIED AND TALENTED INDIVIDUALS. AS IDENTIFIED ON SCHEDULE J, FRANCISCAN MAINTAINS A COMPENSATION COMMITTEE WHICH USES A NUMBER OF METHODS TO ESTABLISH COMPENSATION FOR NONEXECUTIVES, EXECUTIVES, OFFICERS, AND KEY EMPLOYEES (E.G. COMPENSATION STUDIES AND SURVEYS, INDEPENDENT COMPENSATION CONSULTANTS, USE OF FORM 990 OF OTHER HEALTH CARE ORGANIZATIONS, ETC.). AS PART OF THE TOTAL COMPENSATION ARRANGEMENT FOR A SPECIFIED GROUP OF PARTICIPANTS, FRANCISCAN HAD MAINTAINED A NONQUALIFIED, SUPPLEMENTAL RETIREMENT PLAN ("SERP"). THE SERP WAS DESIGNED TO RESTORE CERTAIN BENEFITS THAT ARE LIMITED AS A RESULT OF TAX RESTRICTIONS ON BENEFITS PAYABLE FROM THE TAX-QUALIFIED DEFINED BENEFIT RETIREMENT PLAN. IN DECEMBER 2017, AS A RESULT OF CERTAIN TAX LAW CHANGES, THE SERP WAS TERMINATED AND THOSE WHO WERE ELIGIBLE AS OF THAT DATE WERE VESTED IN THEIR ACCUMULATED BENEFITS. SUCH VESTED AMOUNTS FOR ELIGIBLE PARTICIPANTS ARE REPORTED AS A COMPONENT OF THE AMOUNTS IN PART VII SECTION A COLUMN(D). PART VII SECTION A REPORTS ALL THE DEFERRED INCOME EARNED OVER THE COURSE OF THE EXECUTIVES CAREERS WITH THE ORGANIZATION WHICH ARE AS FOLLOWS: LEAHY 39 YEARS, WILSON 21 YEARS, BREHM 33 YEARS, HOFF 34 YEARS, AND TOMCHANEY 9 YEARS. THESE EXECUTIVES ELECTED TO ACCUMULATE THIS DEFERRED INCOME, WHICH HAD A SUBSTANTIAL RISK OF FORFEITURE, RATHER THAN TO TAKE THESE FUNDS IN PREVIOUS YEARS. THE ACTUAL INCOME FOR 2017 THAT WAS NOT DEFERRED INCOME IS AS FOLLOWS: LEAHY $1,892,206, WILSON $832,396, BREHM $656,445, HOFF $598,423, AND TOMCHANEY $832,396. FORM 990, PART VII, SECTION A, COLUMN (F) Deferred compensation reported in this column includes change in present value of the qualified defined benefit plan. Changes in the amount reflected between years is primarily a function of the fluctuation in the actuarial discount rate used to measure this future liability.”

“Franciscan alliance, inc.'s ("franciscan") purpose is to continue the healing ministry of christ in accordance with the teachings of the roman catholic church and in partnership with others to provide a full continuum of health care services; to carry on educational activities related to the promotion of health; to promote and carry on scientific research related to health care; and to participate in activities designed and conducted to promote the general health of those served by franciscan. Please view www.franciscanhealth.org/communityhealth which reflects our mission of "continuing christ's ministry in our franciscan tradition." form 990, part v, line 4b additional foreign countries (continuation of attachment 3) - egypt, european union, finland, france, germany, greece, hong kong, hungary, indonesia, israel, italy, japan, republic of korea (south korea), malaysia, mexico, netherlands, new zealand, norway, peru, philippines, poland, portugal, singapore, south africia, spain, sweden, switzerland, thailand, turkey, united arab emirates, united kingdom. Form 990, part vi, section a, line 7a the entire board of trustees shall consist of no more than twenty (20), and no fewer than nine (9), seven (7) of whom shall be sisters of the eastern province ("province") of the sisters of st. Francis of perpetual adoration, a religious congregation of women of the roman catholic church ("congregation"). The trustees of the board shall include the following persons: (a) three trustees shall be members of the provincial leadership of the province, one of whom shall be the provincial, or her designee, and the remaining two shall be appointed by the provincial leadership; (b) the member of the corporation serving as treasurer of the province who may also be one of the provincial leadership representatives as described in (a); (c) the member of the corporation serving as sponsor liaison for healthcare of the province who may also be one of the provincial leadership representatives as described in (a); (d) the president/chief executive officer of the corporation; and (e) the trustees elected by the members to fill the remaining positions.”

“Equity in earnings of affiliates 44,264,146 minority interest in affiliates (3,136,327) equity transfers to/from affiliates (11,230,547) unrealized loss on swap contracts (2,016,690) unrealized gain - hills 9,902,549 change in noncontrolling interest in subs 3,136,327 change in temp restricted net assets (100,099) change in perm restricted net assets (4,408,644) other changes in net assets 19,895,409 ------------- total other changes in net assets 56,306,124”