15.  Plaintiffs bring this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure on behalf of themselves and the class (the “Class”) defined as follows:  All participants in and beneficiaries of the Franciscan Alliance  Pension Security Plan (the “Plan”).  Excluded from the Class are  Defendants and any individuals who are subsequently to be  determined to be fiduciaries of the Plan.   16.  The members of the Class are so numerous that joinder of all members is  impractical.  Upon information and belief, the Class includes thousands of persons.   17.  Plaintiffs’ claims are typical of the claims of the members of the Class because  Plaintiffs’ claims, and the claims of all Class members, arise out of the same conduct, policies,  and practices of Defendants as alleged herein, and all members of the Class are similarly affected  by Defendants’ wrongful conduct.   18.  There are questions of law and fact common to the Class and these questions  predominate over questions affecting only individual Class members.  Common legal and factual  questions include, but are not limited to:  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 4 of 22 5  A.  Whether the Plan is covered by ERISA;  B.  Whether the Plan Administrator failed to comply with ERISA’s reporting  and disclosure provisions;  C.  Whether the Defendants failed to fund the Plan and establish a policy to  fund the Plan in compliance with ERISA; and  D.  Whether Defendants breached their fiduciary duties in failing to comply  with the provisions of ERISA set forth above.   19.  Plaintiffs will fairly and adequately represent the Class and have retained counsel  experienced and competent in the prosecution of ERISA class action litigation.  Plaintiffs have  no interests antagonistic to those of other members of the Class.  Plaintiffs are committed to the  vigorous prosecution of this action, and anticipate no difficulty in the management of this  litigation as a class action.   20.  This action may be properly certified under either subsection of Rule 23(b)(1).   Class action status in this action is warranted under Rule 23(b)(1)(A) because prosecution of  separate actions by the members of the Class would create a risk of establishing incompatible  standards of conduct for Defendants.  Class action status is also warranted under Rule  23(b)(1)(B) because prosecution of separate actions by the members of the Class would create a  risk of adjudications with respect to individual members of the Class that, as a practical matter,  would be dispositive of the interests of other members not parties to this action, or that would  substantially impair or impede their ability to protect their interests.   21.  In the alternative, certification under Rule 23(b)(2) is warranted because  Defendants have acted or refused to act on grounds generally applicable to the Class, thereby  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 5 of 22 6  making appropriate final injunctive, declaratory, or other appropriate equitable relief with respect  to the Class as a whole.   22.  In the alternative, certification under Rule 23(b)(3) is also appropriate.  A class  action is superior to other available methods for the fair and efficient adjudication of the  controversy within the meaning of Rule 23(b) and in consideration of the matters set forth in  Rule 23(b)(3)(A)-(D).  Because of the amount of the individual Class members’ claims relative  to the complexity of the litigation and the financial resources of the Defendants, few, if any,  members of the Class would seek legal redress individually for the wrongs complained of herein.   The maintenance of separate actions would place a substantial and unnecessary burden on the  courts, and could result in inconsistent adjudications, while a single class action can determine,  with judicial economy, the rights of all Class members.  Absent a class action, Class members  will continue to suffer damages, and Defendants’ misconduct will proceed without remedy.  23.  Franciscan Alliance is a not-for-profit healthcare conglomerate serving the needs  of  communities  in  Indiana,  Illinois,  and  Michigan.  See:   http://www.franciscanalliance.org/about/pages/default.aspx.  See also 2014 Consolidated  Financial Statements, at 6.   24.  The Company includes 13 hospitals, various accountable care organizations,  physician hospital managed care networks, a nonprofit foundation, a consolidated information  technology services division, a construction company and a captive insurance company.  See:   http://www.franciscanalliance.org/about/pages/default.aspx.  See also 2014 Consolidated  Financial Statements, at 6.  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 6 of 22 7   25.  The Company’s hospitals include:   Franciscan St. Anthony Health – Crown Point, Crown Point, Indiana   Franciscan St. Anthony Health – Michigan City, Michigan City, Indiana   Franciscan St. Elizabeth Health – Lafayette Central, Lafayette, Indiana   Franciscan St. Elizabeth Health – Lafayette East, Lafayette, Indiana   Franciscan St. Elizabeth Health – Crawfordsville, Crawfordsville, Indiana   Franciscan St. Francis Health – Carmel, Carmel, Indiana   Franciscan St. Francis Health – Indianapolis, Indianapolis, Indiana   Franciscan St. Francis Health – Mooresville, Mooresville, Indiana   Franciscan St. James Health – Chicago Heights, Chicago Heights, Illinois   Franciscan St. James Health – Olympia Fields, Olympia Fields, Illinois   Franciscan St. Margaret Health – Dyer, Dyer, Indiana   Franciscan St. Margaret Health – Hammond, Hammond, Indiana   Franciscan Healthcare – Munster, Munster, Indiana  See http://www.franciscanalliance.org/hospitals/pages/default.aspx.   26.  The Company has more than 18,000 employees in three states to serve its  patients.  See http://www.franciscanalliance.org/hospitals/crownpoint/about/pages/mission-and- ministry.aspx.   27.  The Company is not, and does not claim to be a church.  In fact, in the 2014  Consolidated Financial Statements, the Company notes that it is, “dedicated to providing  comprehensive health care services, including emergency, medical, surgical, behavioral,  rehabilitative, and other health services in inpatient and outpatient settings; home health care  services; and primary and specialty physician services to communities within four geographic  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 7 of 22 8  regions in Indiana and Illinois.”  See 2014 Consolidated Financial Statements, at 6 (emphasis  added).    28.  Prior to 2010, Franciscan Alliance was known as St. Francis Health Services but,  the Company adopted a new name when they, “recognized the evolving changes in the health  care landscape and the need to reinforce the shared capabilities across our hospitals and other  health care facilities.”  See http://www.franciscanalliance.org/about/pages/history.aspx.     29.  That Franciscan Alliance is primarily focused on healthcare is perhaps best  summarized by the Company’s own statement regarding its name change to Franciscan Alliance,  “We adopted a new name – Franciscan Alliance – to strengthen our presence as a large,  comprehensive health care system.”  Id. (emphasis added).   30.  As a result of its business – to provide health care and related services – the  Company recorded $2.425 billion in net patient service revenue for the year ended December 31,  2014, an increase from the $2.321 billion recorded the previous year.  See 2014 Consolidated  Financial Statements, at 3.   31.  The vast majority of that revenue was received from Medicare, Medicaid, and  “commercial insurance carriers, health maintenance organizations, and preferred provider  organizations,” sources which only pay for the provision of health care services.  See id. at 18.     32.  Moreover, the 2014 Consolidated Financial Statements include warnings that the  Company’s net patient service revenue was subject to the “[l]aws and regulations governing the  Medicare and Medicaid programs” and, “[a]s a result, there is at least a reasonable possibility  that recorded estimates may change in the near term.”  Id. at 19.   33.  In order to fund its healthcare business, the Company has issued over $1 billion in  bonds through the Indiana Financial Authority, including $552.545 million in Tax Exempt  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 8 of 22 9  Hospital and Health System Revenue and Refunding Bonds.  See id. at 25.  These are sources of  revenue unavailable to churches.   34.  Despite its status as an ERISA plan, the Company has invoked Church Plan status  to evade ERISA’s protections to which its employees are entitled.  The Company’s failure to  treat the Plan as an ERISA plan puts the Plan’s participants at risk of receiving pension payouts  drastically lower than those proposed, and deprives Plan participants of material information as  alleged below.   35.  Moreover, by avoiding ERISA’s requirements, the Company obtains a  competitive advantage over the other healthcare entities that comply with ERISA.  B.  The Plan  (1)  Franciscan Alliance Pension Security Plan Overview   36.  The Plan was established and is maintained by the Company to provide retirement  income to employees.   Thus, the Plan was not established and is not maintained by a church or  convention or association of churches.       37.  As noted in the 2014 Consolidated Financial Statements, “[p]rior to 2014,  [Franciscan Alliance] had various retirement programs due to acquisitions over the years,” but  that effective January 1, 2014, all employees “will be covered by one comprehensive retirement  program.”  See 2014 Consolidated Financial Statements, at 28.     38.  The Company’s 2014 Consolidated Financial Statements note that “[Franciscan  Alliance, Inc. and Affiliates] has a qualified noncontributory defined benefit pension plan [the  Plan] covering all eligible employees of certain of the Corporation’s entities.”  2014  Consolidated Financial Statements, at 28.  “The plan provides defined benefits based on years of  service and final average salary.”  Id.  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 9 of 22 10   39.  Similarly, the Company’s website states:  Employees are eligible to participate in the Franciscan Alliance Pension Plan  (defined benefit plan) after one year of service with a minimum of 1,000 hours  and attainment of age 21. Employees are fully vested after five years.  This plan is  paid totally by Franciscan Alliance, with no employee contributions required.  See http://www.franciscanalliance.org/careers/why-work-for-us/pages/benefits.aspx.   40.  The Plan is an “employee pension benefit plan” within the meaning of ERISA §  3(2)(A), 29 U.S.C. § 1002(a)(A).   41.  The Plan is a defined benefit plan within the meaning of ERISA § 3(35), 29  65.  Plaintiffs re-allege and incorporate herein by reference all prior allegations in this  Complaint.   66.  ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), authorizes a participant or  beneficiary to bring a civil action to:  “(A) enjoin any act or practice which violates any  provision of this title or the terms of the plan, or (B) to obtain other appropriate equitable relief  (i) to redress such violations or (ii) to enforce any provisions of this title or the terms of the  plan.”   67.  Pursuant to this provision, 28 U.S.C. § 2201 and 2202, and Federal Rule of Civil  Procedure 57, Plaintiffs seek declaratory relief that the Plan is not a “church plan” within the  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 13 of 22 14  meaning of ERISA § 3(33), 29 U.S.C. § 1002(33), and is thus subject to the provisions of Title I  and Title IV of ERISA.   68.  Plaintiffs further seek orders directing all Defendants to bring the Plan into  compliance with ERISA, including the reporting and funding requirements of ERISA, 29 U.S.C.  §§ 1021, 1023, 1082, 1102, and 1104, and by remedying the additional violations set forth  below.   69.  Additionally, Plaintiffs seek an order that Franciscan Alliance make all  contributions to the Plan as necessary to remedy the Plan’s funding shortfall.  70.  Plaintiffs re-allege and incorporate herein by reference all prior allegations in this  Complaint.   71.  § 502(a)(1)(A), 29 U.S.C. 1132(a)(1)(A), permits a plan participant to bring a suit  for penalties when a defendant violates the recordkeeping obligations set forth in ERISA.   72.  ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), permits a plan participant to bring a  suit to obtain appropriate equitable relief to enforce the provisions of Title I of ERISA or to  enforce the terms of a plan.  A.  Annual Reports   73.  Under ERISA § 103, 29 U.S.C. § 1023, employee benefit plans are required to  file an annual report with the Secretary of Labor.  This report, submitted via Form 5500, must  include certain specified information about the plan’s finances, participants, and administration.   74.  Defendants failed to file an annual report concerning the Plan with the Secretary  of Labor in compliance with ERISA § 103, 29 U.S.C. § 1023, or a Form 5500 and associated  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 14 of 22 15  schedules and attachments which the Secretary has approved as an alternative method of  compliance with ERISA § 103, 29 U.S.C. § 1023.   75.  Defendants have violated ERISA § 104(a), 29 U.S.C. § 1024(a), by failing to file  annual reports with respect to the Plan with the Secretary of Labor in compliance with ERISA  § 103, 29 U.S.C. § 1023, or file a Form 5500 and associated schedules and attachments.  B.  Notification of Failure to Meet Minimum Funding Standards   76.  Under ERISA § 101(d)(1), 29 U.S.C. § 1021(d)(1), employers maintaining  employee benefit plans are required to issue a notice to beneficiaries and participants whenever  the plan fails to make a required installment or other payment required to meet the minimum  funding standards under ERISA.   77.  Franciscan Alliance has failed to furnish the Plaintiffs or any member of the Class  with a Notice with respect to the Plan pursuant to ERISA § 101(d)(1), 29 U.S.C. § 1021(d)(1),  informing them that Franciscan Alliance failed to make payments required to comply with  81.  Plaintiffs re-allege and incorporate herein by reference all prior allegations in this  Complaint.   82.  ERISA § 302, 29 U.S.C. § 1082, establishes minimum funding standards for  defined benefit plans that require employers to make minimum contributions to their plans so  that each plan will have assets available to fund plan benefits if the employer maintaining the  plan is unable to pay benefits out of its general assets.   83.  ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3), permits a plan participant to bring a  suit to obtain appropriate equitable relief to enforce the provisions of Title I of ERISA or to  enforce the terms of a plan.   84.  As the employer maintaining the plan, Franciscan Alliance was responsible for  making the contributions that should have been made pursuant to ERISA § 302, 29 U.S.C. §  1082, at a level commensurate with ERISA’s requirements.   85.  Franciscan Alliance has failed to make contributions in satisfaction of the  minimum funding standards of ERISA § 302, 29 U.S.C. § 1082.   86.  By failing to make the required contributions to the Plan, Franciscan Alliance has  violated ERISA § 302, 29 U.S.C. § 1082.  USDC IN/ND case 3:16-cv-00290-RLM-MGG   document 1   filed 05/12/16   page 16 of 22 17   87.  As a result of the failure of Franciscan Alliance to fund the Plan in accordance  with ERISA’s minimum funding standards, Plaintiffs face substantial risk of the pension being  lost or severely reduced.  A.  Defendant Franciscan Alliance’s Business   Declaratory and Equitable Relief  (Declaratory Judgement Act and ERISA § 502(a)(3), 29 U.S.C. § 1132(a)(3))   Failure to Provide Minimum Funding  (ERISA §§ 302 and 502(a)(3), 29 U.S.C. §§ 1082, 1132(a)(3))   Violation of Reporting and Disclosure Provisions  (ERISA §§ 101-104, 502(a)(1)(A), (a)(3), 29 U.S.C. §§ 1021-1024, 1132(a)(1)(A), (a)(3))  