Osf Healthcare System

“By adopting certain provisions of the corporate bylaws, the board of directors has delegated board authority to the executive committee of the board. The bylaws provide that the executive committee shall be authorized to take such action as may be necessary on behalf of the corporation during periods when the board of directors is not in session.”

“Osf healthcare system has no corporate stock or stockholders. Its sole member is the sisters of the third order of st. Francis, an illinois not for profit corporation, which is controlled by members of a religious congregation of the catholic church also known as the sisters of the third order of st. Francis.”

“The governing board of the sisters of the third order of st. Francis, an illinois not for profit corporation and the sole member of osf healthcare system, holds reserved powers to elect and remove all of the members of the board of directors of osf healthcare system.”

“As governed by canonical and civil guidelines pertaining to roman catholic church properties and as provided in the bylaws, certain transactions of osf healthcare system may be authorized only by vote of the governing board of the sisters of the third order of st. Francis, which vote is to be taken only after considering the advice of the board of directors of osf healthcare system. These transactions are as follows: - to establish the philosophy and mission according to which the corporation operates. - to amend the corporation's articles of incorporation and bylaws. - to elect and remove with or without cause the directors of the corporation. - to merge or dissolve the corporation. - to lease, sell, encumber or otherwise alienate real property of the corporation. - to approve any transfer, lease, sale or encumbrance of personal property of the corporation except in the ordinary course of business. - to approve any borrowing or debt financing in excess of a specified limit (currently $1,000,000) established by resolution of the member. - to appoint (or approve the appointment of) or remove the corporation's chairperson, chief executive officer, president, regional president/chief executive officers, and the local president/chief executive officer of each health care facility and operating division owned, operated or controlled by the corporation. - to approve strategic plans, management objectives and capital and operating budgets of the corporation. - to approve any purchase or other acquisition in excess of a specified limit (currently $1,000,000) established by resolution of the member. - to require a certified audit of the corporation's finances and to appoint the certified public accountant to perform the audit. - to approve the engagement of any outside legal counsel to represent the corporation on a regular basis and the dismissal of any current legal counsel representing the corporation on a regular basis. - to give preliminary approval prior to the development of, and to give final approval prior to the execution of, all documents to which the corporation is or will be a party and which relate to the creation, formation, organization, or termination of any other legal entity (whether a corporation, limited liability company, partnership, or any other entity) in which the corporation will have any ownership interest, membership interest, power to elect or appoint board members or officers, or any other formal participation arrangement, whether acting alone or in conjunction with any other person or entity.”

“Brian silverstein, m.d. 711 apple tree lane glencoe, il 60022”

“The initial draft form 990 and all required schedules are prepared using a multi-disciplinary process which includes corporate finance and accounting, corporate legal, corporate compliance, and corporate marketing and communications personnel who focus initially on specific portions of the return. The completed draft form 990 and all schedules are then reviewed by this same multi-disciplinary team to ensure accuracy and integration of the individual parts and schedules. In addition, the information and schedules of the return are sent to the corporation's tax consultants, crowe llp, for review and comment. Crowe llp reviews the information/schedules and then prepares and signs the final return. Comments from the multi-disciplinary team and from the auditors are incorporated into a proposed final version of form 990 and all schedules. This proposed final version is then sent via e-mail to all officers and members of the board of directors for their review prior to filing. Any appropriate changes requested by the officers and directors are then incorporated into the final form 990 and all schedules for filing.”

“Disclosures by officers, directors and trustees, as well as key employees and employees charged with purchasing, procurement and contracting decision-making are made through an electronic reporting system on an annual basis. Disclosures are received and reviewed by the corporate compliance division. If a potential conflict of interest is identified, then the disclosing individual is notified of the potential conflict and may be asked for additional information about the interest. The corporate compliance division determines whether a plan to manage a possible or actual conflict of interest is needed, discusses the management plan with the individual and monitors the employee's compliance with the plan. Plans to manage conflicts are tracked through the electronic disclosure system.”

“The board of directors has established a board committee known as the human resources committee whose members are all professed members of the religious congregation known as the sisters of the third order of st. Francis who have taken a vow of poverty. Hence, they do not personally benefit from decisions of the committee. The chief executive officer (ceo) is not a member of the committee. The performance of the ceo and his achievement of annual goals is evaluated each year by the full board of directors, and this performance review is provided to the committee. The committee also obtains compensation survey data and recommendations from a nationally recognized independent compensation consultant. Based on all of these factors, the committee sets the base salary and benefits of the ceo and approves the executive compensation plan applicable to the ceo. Prior to payment of any bonus or incentive compensation, the total compensation for the ceo, including base salary, benefits, and proposed bonus or incentive compensation, is again reviewed by a nationally recognized compensation consultant to ensure that no excess benefit amount is paid or furnished. The compensation review is done annually in november.”

“The board of directors has established a board committee known as the human resources committee whose members are all professed members of the religious congregation known as the sisters of the third order of st. Francis who have taken a vow of poverty. Hence, they do not personally benefit from decisions of the committee. The committee determines which officers, key employees and other employees are eligible to participate in the executive compensation plan. Based on performance reviews by the supervisors of such persons and compensation survey data and recommendations from a nationally known independent compensation consultant, the committee approves any executive compensation plan applicable to key employees and establishes the base salary and benefits for plan participants. Prior to payment of any bonus or incentive compensation, the total compensation for each key employee, including base salary, benefits, and proposed bonus or incentive compensation, is again reviewed by a nationally recognized compensation consultant to ensure that no "excess benefit" amount is paid or furnished. Some key employees listed in part vii are practicing physicians who are listed as key employees as a result of the compensation they receive and not due to any executive or management position which they hold. Such physicians generally are not participants in the executive compensation plan, and their compensation, including base salary, benefits, and any applicable bonus or incentive compensation, is established in accordance with nationally recognized physician compensation surveys and is set forth in written employment agreements which are approved by the board of directors or its executive committee. The compensation review is done annually in november.”

“Osf healthcare system makes its form 990, its form 990-t, and documentation of its exempt status under section 501(c)(3) of the code available for public inspection and copying upon request in accordance with section 6104 of the internal revenue code. Names and addresses of contributors are not disclosed. Requests may be made in person, in writing, or by telephone. Requests made in person are accepted at the corporate office and at each hospital facility of the corporation. Requests made in writing or by telephone to any facility or location of the corporation are forwarded to the corporate finance and accounting division, which then provides copies of the requested documents in the osf healthcare system 37-0813229 manner requested (if such delivery method is available to the corporation). The corporation makes its articles of incorporation, corporate bylaws, and conflict of interest policy available to the public upon request. All requests are forwarded to the corporate legal division, which then provides copies of the requested documents in the manner requested (if such delivery method is available to the corporation). In addition, the corporation's articles of incorporation are publicly available from the office of the illinois secretary of state or from the recorder of deeds in woodford county, illinois, site of the corporation's registered office. Financial statements of the corporation are publicly available on the electronic municipal market access (emma) website of the municipal securities rulemaking board (msrb) and from the illinois attorney general as part of the corporations community benefit report.”

“Reportable compensation in part vii was determined from a review of payroll queries from the organization's and related organization's payroll and general ledger modules, yearly payroll reports, and w-2 filings.”

“Other Revenue - Total Revenue: 19201801, Related or Exempt Function Revenue: 19091525, Unrelated Business Revenue: 92401, Revenue Excluded from Tax Under Sections 512, 513, or 514: 17875;”

“The tax law requires that each legal entity within the osf healthcare system complete a separate tax return which appropriately reflects the activities and financial position of the particular organization. This reporting, however, is not reflective of the osf healthcare system as a whole. Please see the attached audited financial statements of osf healthcare system and subsidiaries for a complete overview of the system.”

“Osf healthcare system will provide comprehensive, integrated, quality care, including preventive, primary, acute, continuous and rehabilitative health services in those areas in which we are now serving and may serve in the future. Special emphasis will be placed on meeting the physical, spiritual, emotional, and social needs of everyone who is cared for in the system. The vision will be accomplished by providing high quality and accessible comprehensive services in an integrated system. Services will be provided to persons of all ages and social strata with a concern for the disadvantaged and the poor of body and spirit. The philosophy and values of the sisters of the third order of st. Francis and the ethical and religious directives for catholic health care services will be the norm for all services. The system leadership will network closely with each other in their own area and throughout the system. They will also network with other providers who have similar values and complementary services. Inherent in this direction for the future is: an emphasis on providing a continuum of health care services while meeting the specific needs of people served. Hospital based and free-standing programs and services to meet community needs. A collaborative relationship between the congregation and the laity. Networking among the sisters of the third order of st. Francis ministries and with other providers and purchasers. A market drive response to people's needs.”

“(Expenses $ 270,745,377 including grants of $ 3,409,838)(Revenue $ 144,386,161) Other program services beyond outpatient, inpatient and emergency department services include: Home Health Services - Five Agencies located in Illinois and Michigan. Hospice Services - Four programs located in Illinois and Michigan. Residency Programs - OSF Healthcare System is affiliated with the University of Illinois and provides support for teaching of residents and fellowship programs. College of Nursing Programs - Two of the corporations hospitals operate accredited colleges of nursing that offer accredited baccalaureate, masters and doctoral degrees. Trauma Services (Level 1) - Two hospitals in the system are designated as Level I Trauma (Highest Level) trauma centers and two have been designated as level II Trauma Centers. EMS Flight and Ground Transportation services - The corporation provides helicopter and ground transports to patients in Northern and Central Illinois. Community Clinic, Outreach and other educational programs - The corporation offers two uninsured and under insured community clinics in Bloomington and Peoria. Outreach programs - The corporation provides outreach programs to the community with parish nursing, perinatal outreach, and a community training center. All of these programs reach at risk populations to help them with specific and everyday healthcare needs. Education - The corporation provides paramedic education, EMT education, medical tech education, radiology tech education and dietetic education programs.”

“Change in unrealized market value of swaps - 16187164; net assets released from restriction - -11055635; increase in permanently restricted assets - 20254691; reversal of minimum pension liability - 96087612; sfi & subsidiairy income - 10248625; minority interest - -8305645; equity transfers - -xxx-xx-xxxx; investment return - 3929704; net settlement of derivative instrument - -5374786; loss on early extinguishment of debt - -33524; assets released for operations - 154975; sfi equity transfer - 9500000; contribution of excess assets over liabilities - 1535490;”