Providence Health Plan

“The Articles of Incorporation and Bylaws of Providence Health Plan, Providence Health Assurance, and Providence Plan Partners were restated in 2016 to facilitate: 1) the creation of "mirror" boards of directors for the three entities that are comprised of individuals who are elected via a process independent from the election of the Board of Directors for Providence Health & Services - Oregon (Providence Plan Partner's sole corporate member); and 2) a change in Providence Health Plan's sole corporate member from Providence Plan Partners to Providence Health & Services - Oregon. No changes were made to the general purposes or to the powers reserved by the sole corporate members of each of the three entities.”

“The sole Corporate Member is Providence Health & Services - Oregon.”

“The powers of the Corporate Member include the provision to appoint the number of Directors, appoint the Board of Directors and to remove such Directors at any time with or without cause.”

“The following powers reside with the Member: * To adopt or change the mission, philosophy, and values of the Corporation. * To amend or repeal the Articles of Incorporation and the Bylaws of the Corporation. * To approve the acquisition of assets, the incurrence of indebtedness or the lease, sale, transfer, assignment or encumbering of the assets, in excess of a specified amount, or the sale or transfer of any property which may have either historical or religious significance. * To approve the dissolution and/or liquidation or the consolidation or merger of the Corporation. * To approve the annual operating and capital budget and approval any deviations from the budget exceeding a specified amount. * To appoint the Corporation's certified public accountants after receiving recommendation of the Board of Directors. * To approve the lending of Corporate funds, other than the purchase of publicly traded securities, to unaffiliated organizations. * To approve the closure of any institution or major ministry or work within this Corporation.”

“The Form 990 is prepared internally by experienced Providence Health & Services staff and reviewed by the internal PH&S Director of Taxes and external tax advisors. The Board of Directors reviewed the Form 990 prior to filing with the IRS.”

“Providence Health & Services maintains a conflict of interest policy that applies to board members and management of all Providence-related organizations. The purpose of the policy is to guide and direct those serving the Providence Health & Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or the appearance of a conflict, between the interests of an individual associated with Providence and Providence. On an annual basis, each board member and management level employee must complete and submit an updated conflict of interest statement. Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with the Department of Legal Affairs. If it is determined that an actual conflict exists, appropriate follow-up action is taken with the individual to rectify the conflict.”

“It is Providence's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the Providence St. Joseph Health Committee and approved by the full Board of Directors, none of whom is a Providence employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of Providence. Additionally, Providence's labor market continues to spread across health care and into general industry. Because of this, Providence also takes into consideration general industry for-profit market data, where applicable. Base salaries for Providence executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the Executive Compensation Committee. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering Providence operating commitments and strategic objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The Board's process for executive compensation fully complies with IRS standards and mirrors best practices.”

“Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon request. The consolidated financial statements are available on our public Internet site www2.providence.org. All governing policies including the conflict of interest policy, as well as 990 filings are available to employees on the Intranet site.”

“Dave Olsen - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Michael Holcomb - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Phyllis Hughes, RSM - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Sallye Liner - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Carolina Reyes, MD - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Chauncey Boyle, SP - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Marian Schubert, CSJ - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Michael A. Stein - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Eugene "Al" Parrish - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Bob Wilson - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Martha Diaz Aszkenazy - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Kirby McDonald - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Charles (Chuck) Watts - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Todd Hofheins - Eff. 4/16 - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016. Cindy Strauss - Thru 6/16 - 1801 Lind Ave. SW #9016, Renton, WA 98057-9016.”

“All payments to operational expense vendors are made by Providence Plan Partners. Shared expenses are internally allocated between Providence Plan Partners, Providence Health Plan and Providence Health Assurance. All vendor 1099s are issued by Providence Plan Partners.”

“Effective January 1, 2016, the Providence Health Plan (PHP) Medicare Advantage plan contracts with the Centers for Medicare and Medicaid Services (CMS) were transferred to Providence Health Assurance (PHA) pursuant to the Novation Agreement between CMS, PHP and PHA, and the Affiliated Entity Transfer Agreement between PHP and PHA. All receivables, payables, deferred revenue, other liabilities and net worth associated with the Medicare Advantage Plan were transferred during the first quarter of 2016. The assets and liabilities were transferred with a cash payment from PHP to PHA of $47,959,872. In addition, the net worth was estimated at $220,000,000 and the market value of investments and cash totaling that amount were also transferred to PHA. PHA is a nonprofit corporation whose sole member is PHP. PHA is accounted for as an equity investment on the PHP statutory financial statements.”

“The Providence Health Plan Finance and Audit Committee assists the Board of Directors with the oversight of the integrity of the financial statements and reporting, the audit process and the internal financial controls and policies; the independence, qualifications and performance of the internal and external auditors; the investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“The audited financial statements of Providence Health Plan are prepared on a statutory basis in conformity with insurance accounting practices prescribed or permitted by the National Association of Insurance Commissioners and the Insurance Division of the Oregon Department of Consumer and Business Services.”

“The employees working at Providence Health Plan are paid by Providence Health & Services - Oregon EIN# 51-0216587 or Providence Health & Services - WA. dba Health System Office EIN# 91-0725998. Therefore, no W-2s are issued by the reporting organization.”

“AFFILIATION AGREEMENTS Effective April 1, 2016, the Health System (Providence Health & Services) entered into a business combination agreement with the Institute for Systems Biology (ISB). The transaction was accounted for as an acquisition under ASC 958-805. On July 1, 2016, Providence Health & Services (PHS) and St. Joseph Health System (SJHS) entered into a business combination agreement, the purpose of which was to better serve both organizations' communities, maintain strong traditions of Catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, PHS and SJHS aligned under a single parent corporation, Providence St. Joseph Health, with a consolidated board of directors and cosponsorship from the public juridic persons Providence Ministries and St. Joseph Health Ministry. SJHS provides a full range of care facilities including 16 acute care hospitals, home health agencies, hospice care, outpatient services, skilled nursing facilities, community clinics, and physician groups spanning California, west Texas, and eastern New Mexico. The results of operations of these entities have been included in the combined statements of operations of the Health System since July 1, 2016, the effective date of the business combination.”