Providence Facey Medical Foundation

“Providence Health System - Southern California, a California nonprofit religious corporation, is the sole corporate member.”

“The Corporate Member may recommend to Providence Health & Services the following actions: A) To fix the number of Directors, appoint the Board of Directors and to remove such Directors of this Corporation at any time. B) To appoint and remove the President/CEO of this Corporation and to remove such President/CEO, with or without cause, after requesting a recommendation from the Board of Directors.”

“The Corporate Member shall have the right to recommend to Providence Health & Services the following actions with respect to this Corporation and of any corporation or other legal entity of which this Corporation is the sole controlling member or shareholder: A) To adopt or change the mission, philosophy, or values. B) To amend or repeal the Articles of Incorporation or the Bylaws. C) To approve the acquisition of assets, the incurrence of indebtedness or the lease, sale, transfer, assignment, or encumbering of assets, if the amount involved in any such transaction is in excess of an amount specified from time to time by resolution of the Providence Member and to approve the sale or transfer of other property which may have either historical or religious significance. D) To approve the dissolution, liquidation, consolidation or merger with another corporation or entity. E) To approve on a consolidated system-wide basis the annual operating and capital budgets and approval of any deviations from such budget in excess of an amount or percentage specified from time to time by resolution of Providence Health & Services. F) To appoint the certified public accountants after receiving the recommendation of the Board of Directors and to receive the annual audit report from such accountants. G) To approve the initiation or closure of any major work.”

“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 single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entities. Providence also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. 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. Each year, the Board Chair conducts a formal performance evaluation of the President/CEO that considers input from the other directors and senior leaders reporting to the President. The evaluation is discussed with the Executive Compensation Committee and then a recommendation is made by the committee to the full Board. The Board Chair and the Chair of the Executive Compensation Committee also meet with an independent consultant to develop a salary recommendation; which is reviewed and approved first by the committee and then by the Board of Directors. Additionally, the President/CEO utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the Executive Compensation Committee as a part of the review and approval process. 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.”

“Richard Blair - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Dave Olsen - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Dick P. Allen - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Isiaah Crawford - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Sister Lucille Dean, SP - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Sister Diane Hejna, CSJ, RN - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Michael Holcomb - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Phyllis Hughes, RSM - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Sallye Liner - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Mary Lyons, Ph.D. - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Walter Noce, Jr. - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Carolina Reyes, MD - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Phoebe Yang - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Fr. Tom Kopfensteiner - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Chauncey Boyle, SP - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Marian Schubert, CSJ - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Kirby McDonald - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Charles (Chuck) Watts - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Rod F. Hochman, MD - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Mike Butler - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Todd Hofheins - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Jo Ann Escasa-Haigh - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Cindy Strauss - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Debra Canales - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Janice Newell - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Joel Gilbertson - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Orest Holubec - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Greg Till - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Sharon Toncray - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Jack Mudd - Thru 3/16 - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Paul Stoddart - Thru 9/16 - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. David Brown - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Debbie Burton - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Mary Cranstoun - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Aaron Martin - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Tom McDonagh - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Rhonda Medows, MD - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Harvey Smith - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Lisa Vance - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Mike Waters - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016. Amy Compton-Phillips - 1801 Lind Avenue SW, #9016, Renton, WA 98057-9016.”

“Medical Fees: Program service expenses 104,384,561. Management and general expenses 0. Fundraising expenses 0. Total expenses 104,384,561. Agency Labor: Program service expenses 386,457. Management and general expenses 61,409. Fundraising expenses 0. Total expenses 447,866. Repairs & Maintenance: Program service expenses 2,185,168. Management and general expenses 328,824. Fundraising expenses 0. Total expenses 2,513,992. Billing & Collections : Program service expenses 0. Management and general expenses 152,742. Fundraising expenses 0. Total expenses 152,742. Security Services: Program service expenses 630,786. Management and general expenses 24,731. Fundraising expenses 0. Total expenses 655,517. Other Patient Services: Program service expenses 11,080,887. Management and general expenses 0. Fundraising expenses 0. Total expenses 11,080,887. Other Departmental Services: Program service expenses 478,958. Management and general expenses 262,131. Fundraising expenses 0. Total expenses 741,089. Record Management: Program service expenses 141,537. Management and general expenses 0. Fundraising expenses 0. Total expenses 141,537.”

“The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the System's consolidated financial statements and reporting, the audit process and the System's internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the System's internal and external auditors; the System's investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“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.”

“Although Facey Medical Foundation qualifies for public charity status for Schedule A purposes as an organization providing medical care pursuant to Internal Revenue Code section 170 (b)(1)(A)(iii) and Treasury Regulations Section 1.170A-9(d) (1) (ii), it is not required to file Schedule H with its Form 990 as it does not operate a facility required to be licensed, registered or similarly recognized by a state as a hospital.”