2025-05-15T08:49:48-05:00 2024-06-30 PwC US Tax LLP 655 NEW YORK AVE NW SUITE 1100 WASHINGTON DC 20001 990 2023-07-01 850666499 USC HEALTH SYSTEM % CHRIS ALLEN CFO USCH 6179517000 1510 SAN PABLO STREET LOS ANGELES CA 900895013 CHRIS ALLEN CFO 6179517000 2025-05-14 true true TRAVIS L PATTON P00369623 2024141000 2025-05-13 2023 2025-03-06 01:10:19Z ROD HANNERS 1510 SAN PABLO STREET LOS ANGELES CA 900895013 9748669 false X N/A X 2019 CA SEE SCHEDULE O 11 7 0 0 0 0 1708044 1081313 21019895 8618332 0 0 0 49024 22727939 9748669 0 0 0 0 138830609 144230059 0 0 0 165035607 -127060695 303866216 17169364 -281138277 -7420695 164280903 160908165 621516749 704045713 -457235846 -543137548 X SEE SCHEDULE O false false 85635209 0 8667356 SEE SCHEDULE O 85635209 true true false false false false false false false false true false false true true false false true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false false true 0 0 0 false false false false false false false false false false true false X 11 7 true false false false true true true true true false false true true true true true true false false false CA X CHRIS ALLEN CFO 2138211900 UNIV GARDENS UGB203 LOS ANGELES CA 900898003 X CAROL L FOLT University President 2.0 50.0 X 0 4004857 976418 STEVEN D SHAPIRO MD SVP, Health Affairs 2.0 56.0 X 0 3022882 294862 ROD HANNERS Director/CEO & President 2.0 55.5 X X 0 2288159 59481 CAROLYN MELTZER MD Director 2.0 52.5 X 0 1608522 50764 DAVID PENG MD MPH CHIEF CLINICAL OFFICER 56.5 8.5 X 0 1482989 85141 BEONG-SOO KIM Secretary 2.0 56.0 X 0 1270799 239341 ERIK BRINK Treasurer 2.0 56.0 X 0 1302529 146400 SHAWN T SHEFFIELD Chief Strategy Officer 40.0 2.0 X 0 921456 144138 CHRIS ALLEN SEE SCHEDULE O FOR TITLE 40.0 0.0 X 0 900686 64204 TIMOTHY MALSEED CHIEF INFO. OFFICER - KMC 40.0 0.0 X 0 807957 52636 TAMARA CAPRETTA MPH RN AVP, HEALTHCARE COMPLIANCE 40.0 4.0 X 0 753550 51524 ERNEST SCHWEFLER CHIEF CONTRACTING OFFICER 40.0 0.0 X 0 630106 146539 KRIST AZIZIAN CHIEF PHARMACY OFFICER 40.0 0.0 X 0 650165 85284 EKTA VYAS CHIEF HUMAN RESOURCES OFFICER 40.0 0.0 X 0 602260 78610 JAMES M STATEN SEE SCHEDULE O FOR TITLE 2.0 58.5 X 0 604125 54317 JEFFREY HAY Value Based Service Org - CMO 40.0 0.0 X 0 593026 60451 AJAY VYAS SEE SCHEDULE O FOR TITLE 40.0 0.0 X 0 503413 76922 ERIC STRUCKO CFO (UNTIL 2/17/23) 40.0 4.5 X 0 307572 34838 GERALD HICKSON Director 2.0 0.0 X 0 0 0 JOHN KUSMIERSKY Director 2.0 0.5 X 0 0 0 TRES PETMECKY Director 2.0 0.0 X 0 0 0 AMY A ROSS PHD Director 2.0 5.0 X 0 0 0 PAUL ROTHMAN Director 2.0 0.0 X 0 0 0 LEONARD D SCHAEFFER Director/Chair 2.0 2.0 X X 0 0 0 WILLIAM EB SIART Director 2.0 2.0 X 0 0 0 0 22255053 2701870 0 true true false DELOITTE CONSULTING LLP 4022 SELLS DRIVE HERMITAGE TN 37076 CONSULTING SERVICES 18110174 METIC TRANSPLANTATION LAB 5370 ALHAMBRA AVENUE SUITE H LOS ANGELES CA 900323405 LAB SERVICES 9983085 MILNER BUTCHER MEDIA GROUP 11150 OLYMPIC BLVD SUITE 835 LOS ANGELES CA 900641854 MARKETING SERVICES 7961106 CONIFER HEALTH SOLUTIONS 1500 SOUTH DOUGLASS ROAD ANAHEIM CA 928060000 CONSULTING SERVICES 7459550 HELTON LAW GROUP 1590 CORPORATE DR COSTA MESA CA 92626 LEGAL SERVICES 5471174 85 1081313 0 1081313 IT SERVICES TO USC 900099 5855378 5855378 JV INVESTMENT REVENUE 900099 2762954 2762954 8618332 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 OTHER INCOME 900099 49024 49024 49024 9748669 8667356 0 0 0 0 7567911 7567911 0 88741856 23912219 64829637 0 47920292 14722892 33197400 0 14839068 406769 14432299 15827116 15827116 12442862 8773947 3668915 0 0 0 1970035 1571154 398881 12563746 2360 12561386 860416 11397 849019 1743398 492836 1250562 0 2265779 1346255 919524 629102 83336 545766 0 0 0 0 200000 88357 111643 -194976 -194976 CORPORATE ALLOCATION -233865251 1803353 -235668604 PURCHASED SERVICES 19329855 10634381 8695474 MISSION SUPPORT 10733609 10733609 MEDICAL SUPPLIES 10511904 10511904 3082642 540440 2542202 17169364 85635209 -68465845 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1693586 2480461 9176889 9868969 35990925 797194 14954824 35193731 0 0 0 0 5456343 1615233 0 0 132999261 111749771 164280903 160908165 84399201 93068155 0 0 0 0 0 0 0 0 0 0 0 0 0 0 537117548 610977558 621516749 704045713 X -520215797 -548298653 62979951 5161105 -457235846 -543137548 164280903 160908165 X -7420695 -78481007 X false true X true true true X X X 5 UNIVERSITY OF SOUTHERN CALIFORNIA 951642394 2 true 27049383 0 USC ARCADIA HOSPITAL 951643336 3 true 10203000 0 USC CARE MEDICAL GROUP INC 954540991 10 true 0 0 USC VERDUGO HILLS HOSPITAL 851634852 3 true 0 0 KECK MEDICAL CENTER OF USC 851644866 3 true 0 0 5 37252383 0 true false false false false false false false false false false false false false false true true SCHEDULE A, PART IV, SECTION B, LINE 2 THE UNIVERSITY OF SOUTHERN CALIFORNIA (USC) IS THE SOLE MEMBER OF AND OPERATES, SUPERVISES AND CONTROLS USC HEALTH SYSTEM. USC HEALTH SYSTEM OPERATES FOR THE BENEFIT OF USC, KECK MEDICAL CENTER OF USC, USC VERDUGO HILLS HOSPITAL, USC ARCADIA HOSPITAL AND USC CARE MEDICAL GROUP. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2254567 105592 2148975 1889494 691602 1197892 31846864 31846864 35193731 RIGHT OF USE ASSET - OPERATING 81596316 DUE FROM AFFILIATES 14048679 BENEFICIAL INTEREST IN PARENT 6950190 PLEDGES RECEIVABLE 1302046 OTHER CURRENT ASSETS 7852540 111749771 0 DUE TO USC 460544068 DUE TO AFFILIATES 64176634 LONG-TERM OPERATING LEASE OBL. 62424855 CURRENT PORTION OPERATING LEASE OBL. 20419655 LONG-TERM OF FINANCE LEASE OBL. 2326408 CURRENT PORTION FINANCE LEASE OBL. 1085938 610977558 SCHEDULE D, PART X, LINE 2 USC HEALTH SYSTEM DOES NOT HAVE A FIN 48 FOOTNOTE AS ANY UNCERTAIN TAX POSITIONS WERE DEEMED IMMATERIAL. false true false false false false false false false CHRIS ALLEN SEE SCHEDULE O FOR TITLE 0 675872 0 169367 0 55447 0 33000 0 31204 0 964890 0 0 KRIST AZIZIAN CHIEF PHARMACY OFFICER 0 538303 0 81387 0 30475 0 33000 0 52284 0 735449 0 0 ERIK BRINK Treasurer 0 1029324 0 150000 0 123205 0 69458 0 76942 0 1448929 0 0 TAMARA CAPRETTA MPH RN AVP, HEALTHCARE COMPLIANCE 0 580579 0 133136 0 39835 0 33000 0 18524 0 805074 0 0 CAROL L FOLT University President 0 1963839 0 850000 0 1191018 0 951667 0 24751 0 4981275 0 0 ROD HANNERS Director/CEO & President 0 1287277 0 771374 0 229508 0 33000 0 26481 0 2347640 0 0 JEFFREY HAY Value Based Service Org - CMO 0 434558 0 110451 0 48017 0 33000 0 27451 0 653477 0 0 BEONG-SOO KIM Secretary 0 821257 0 300000 0 149542 0 233000 0 6341 0 1510140 0 0 TIMOTHY MALSEED CHIEF INFO. OFFICER - KMC 0 599084 0 141492 0 67381 0 33000 0 19636 0 860593 0 0 CAROLYN MELTZER MD Director 0 1286022 0 200000 0 122500 0 11267 0 39497 0 1659286 0 0 DAVID PENG MD MPH CHIEF CLINICAL OFFICER 0 1037304 0 310000 0 135685 0 33000 0 52141 0 1568130 0 0 ERNEST SCHWEFLER CHIEF CONTRACTING OFFICER 0 463616 0 114195 0 52295 0 33000 0 113539 0 776645 0 0 STEVEN D SHAPIRO MD SVP, Health Affairs 0 1615877 0 1000000 0 407005 0 233000 0 61862 0 3317744 0 609375 SHAWN T SHEFFIELD Chief Strategy Officer 0 681906 0 161152 0 78398 0 33000 0 111138 0 1065594 0 0 JAMES M STATEN SEE SCHEDULE O FOR TITLE 0 233612 0 0 0 370513 0 33000 0 21317 0 658442 0 0 ERIC STRUCKO CFO (UNTIL 2/17/23) 0 159742 0 0 0 147830 0 30953 0 3885 0 342410 0 0 AJAY VYAS SEE SCHEDULE O FOR TITLE 0 393650 0 92100 0 17663 0 33000 0 43922 0 580335 0 0 EKTA VYAS CHIEF HUMAN RESOURCES OFFICER 0 481725 0 103613 0 16922 0 32420 0 46190 0 680870 0 0 SCHEDULE J, PART I, LINE 3: THE ORGANIZATION RELIES ON THE UNIVERSITY OF SOUTHERN CALIFORNIA (USC), A RELATED ORGANIZATION, TO ESTABLISH THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. THE COMPENSATION IS DETERMINED ANNUALLY USING THE SAFE HARBOR PROCESS DESCRIBED IN TREASURY REGULATION SECTION 53.4958-6. NAMELY, A COMMITTEE OF THE USC'S BOARD OF DIRECTORS TAKES THE FOLLOWING THREE STEPS: (1) IT ENSURES THAT NO MEMBER OF THE COMMITTEE HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING REVIEWED, (2) IT LOOKS TO COMPARABILITY DATA AND SPECIALIZED COMPENSATION REPORTS (AND IN SOME CASES OPINIONS) PREPARED FOR USC BY COMPENSATION CONSULTANTS WITH RESPECT TO SIMILARLY QUALIFIED INDIVIDUALS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED HEALTHCARE ORGANIZATIONS, AND (3) IT MAINTAINS A CONTEMPORANEOUS RECORD OF ITS DELIBERATIONS AND DECISIONS. SCHEDULE J, PART I, LINE 4B: CAROL FOLT: DURING THE CALENDAR YEAR THE PRESIDENT PARTICIPATED IN TWO RETENTION PROGRAMS. UNDER THE FIRST PLAN, A PAYMENT OF $2,000,000 (ACCRUING AT $666,667 PER FISCAL YEAR, PLUS INTEREST, BEGINNING ON JULY 1, 2021, SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE) IS SCHEDULED TO VEST IN 2024 AND BE PAYABLE BETWEEN VESTING DATE AND MARCH 2025. A RATABLE ACCRUAL OF $666,667 FROM CALENDAR YEAR 2023 IS INCLUDED IN SCHEDULE J, PART II, COLUMN (C). UNDER THE SECOND PLAN, 10% OF THE PRESIDENT'S COMBINED BASE SALARY AND BONUS LESS THE PRESIDENT'S SECTION 401(A) CONTRIBUTION FOR THE YEAR IS DEFERRED SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE, AND IS SCHEDULED TO VEST IN 2024 AND BE PAYABLE BETWEEN VESTING DATE AND MARCH 2025. THE PLAN WAS EFFECTIVE STARTING IN DECEMBER 2021. A RATABLE ACCRUAL OF $252,000 FROM CALENDAR YEAR 2023 IS INCLUDED IN SCHEDULE J, PART II, COLUMN (C). ERIK BRINK: UNDER HIS EMPLOYMENT AGREEMENT EFFECTIVE SEPTEMBER 13, 2023, THE CFO WAS ENTITLED TO A SIGNING BONUS OF $250,000 (ACCRUING AT $125,000 PER YEAR) SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE, WHICH IS SCHEDULED TO VEST AND BE PAYABLE IN 2025. FOR CALENDAR YEAR 2023 A RATABLE ACCRUAL OF $36,458 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). BEONG-SOO KIM: DURING CALENDAR YEAR 2023, SENIOR VICE PRESIDENT & GENERAL COUNSEL AT THE UNIVERSITY OF SOUTHERN CALIFORNIA, PARTICIPATED IN A RETENTION PROGRAM. A PAYMENT OF $1,000,000 (ACCRUING AT $200,000 PER YEAR) IS SCHEDULED TO VEST AND BE PAYABLE IN 2026 SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. AN ACCRUAL OF $200,000 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). STEVEN D. SHAPIRO, MD: UNDER HIS EMPLOYMENT AGREEMENT, THE SENIOR VICE PRESIDENT OF HEALTH AFFAIRS WAS ELIGIBLE FOR A DEFERRED BONUS. DURING CALENDAR YEAR 2023 HE WAS ELIGIBLE TO RECEIVE A PAYMENT IN THE GREATER AMOUNT OF $750,000 OR BASED ON PERFORMANCE METRICS. A PAYMENT OF $1,000,000 WAS PAID OUT IN CALENDAR YEAR 2023 AND HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN B(II). HE ALSO PARTICIPATED IN A RETENTION BONUS PLAN IN WHICH A PAYMENT OF $1,000,000 (ACCRUING AT $200,000 PER YEAR) IS SCHEDULED TO VEST AND BE PAYABLE IN 2026 SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. AN ACCRUAL OF $200,000 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). ROD HANNERS: DURING CALENDAR YEAR 2023, CEO OF KECK MEDICINE OF USC, PARTICIPATED IN A RETENTION PROGRAM. THE RETENTION AWARD WAS SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. A PAYMENT OF $250,000 VESTED ON DECEMBER 31, 2022 AND WAS PAID IN JANUARY 2023. THE PAYMENT AMOUNT HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). OTHER: IN 1994 USC CREATED A 457(F) SUPPLEMENTAL RETIREMENT PLAN TO PROVIDE MAKE-UP BENEFITS TO EMPLOYEES WHOSE COMPENSATION EXCEEDS THE EARNINGS LIMITATION FOR CONTRIBUTIONS TO THE USC DEFINED CONTRIBUTION RETIREMENT PLAN. AS OF JANUARY 1, 2005, THE PLAN WAS FROZEN AND PARTICIPANTS, WITH RESPECT TO FUTURE MAKE UP BENEFITS, WERE NO LONGER PERMITTED TO DEFER THESE BENEFITS. SCHEDULE J, PART II: DURING 2023, THE INDIVIDUALS REPORTED ON SCHEDULE J, PART II WERE PAID BY THE UNIVERSITY OF SOUTHERN CALIFORNIA ("USC"), A RELATED ORGANIZATION. CERTAIN DIRECTORS OF USC HEALTH SYSTEM ARE FULL-TIME EMPLOYEES OF THE USC ADMINISTRATION. THESE INDIVIDUALS ARE NOT COMPENSATED FOR THEIR ROLE AS DIRECTORS OF USC HEALTH SYSTEM. FOR PURPOSES OF FORM 990 REPORTING, A COMMON LAW EMPLOYEE ANALYSIS HAS BEEN COMPLETED BY THE FILING ORGANIZATION TO DETERMINE ITS KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES. FORM 990, PART I, LINE 1 AND PART III, LINE 1 AND 4A: The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public and charitable purposes. The Corporation is organized for the following exclusively charitable, scientific and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"), and Section 214 of the California Revenue and Taxation Code, as now in effect or as may hereafter be amended (the "R&TC"). The Corporation is organized and shall be operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of the University of Southern California, USC Care Medical Group, Inc., Keck Medical Center of USC, USC Verdugo Hills Hospital, and USC Arcadia Hospital. In this capacity, the Corporation shall: 1) Organize, coordinate, direct and operate an integrated health care system for the delivery of health care services by those hospitals and other health care providers that become affiliated with, or related to, the Corporation; 2) Enhance the accessibility, quality and cost-effectiveness of health care services related to the communities served by the Corporation and its affiliates; and 3) Encourage and participate in activities designed and carried on to provide and improve the general public health and health of patients served by the Corporation and its affiliates. FORM 990, PART VI, LINE 2: CERTAIN INDIVIDUALS LISTED IN PART VII ARE OFFICERS AND DIRECTORS OF THE UNIVERSITY OF SOUTHERN CALIFORNIA, A RELATED ORGANIZATION. ALL INDIVIDUALS LISTED WITH RELATED ORGANIZATION COMPENSATION ARE COMPENSATED BY THE UNIVERSITY. FORM 990, PART VI, LINES 6, 7A, AND 7B: THE SOLE CORPORATE MEMBER OF THE ORGANIZATION IS THE UNIVERSITY OF SOUTHERN CALIFORNIA, A CALIFORNIA TAX-EXEMPT ORGANIZATION. THE CORPORATE MEMBER HAS THE AUTHORITY TO APPROVE DIRECTORS ELECTED BY THE BOARD AND REMOVE DIRECTORS AND THE AUTHORITY TO APPROVE CHANGES TO THE BYLAWS. ACTIONS REQUIRING APPROVAL OF THE CORPORATE MEMBERS INCLUDE ANY CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS, BYLAW CHANGES, CERTAIN PROPERTY TRANSACTIONS, AND BUDGET APPROVAL. FORM 990, PART VI, LINE 11B: USC HEALTH SYSTEM'S FORM 990 IS REVIEWED AT SEVERAL LEVELS. THE USC HEALTH SYSTEM ENGAGES AN EXTERNAL PUBLIC ACCOUNTING FIRM TO ASSIST IN THE PREPARATION AND REVIEW OF ITS FORM 990 AND TO SIGN AS PAID PREPARER. AMONG THOSE WHO CONDUCT THE REVIEW OF THE FINAL FORM 990 AT THE USC HEALTH SYSTEM INCLUDE MANAGEMENT, EXTERNAL COUNSEL, AND THE AUDIT, COMPLIANCE, AND RISK COMMITTEE OF THE USC HEALTH SYSTEM. THE REVIEW OF FORM 990 IS CONDUCTED PRIOR TO IT BEING FILED AND A FINAL COPY OF THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS OF THE USC HEALTH SYSTEM BEFORE IT IS FILED. FORM 990, PART VI, LINE 12: THE CONFLICT OF INTEREST POLICY COVERS ALL INTERESTED PERSONS EMPLOYEES AND THEIR CLOSE RELATIONS. INTERESTED PERSONS WILL CONTINUE TO BE SUBJECT TO THE POLICY FOR FIVE YEARS AFTER CEASING TO BE AN INTERESTED PERSON. AN "INTERESTED PERSON" MEANS ANY DIRECTOR, MEMBER OF ANY COMMITTEE APPOINTED BY THE BOARD (WHETHER OR NOT SUCH PERSON IS A DIRECTOR), PRINCIPAL OFFICER, OR KEY EMPLOYEE WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST IN A CONTEMPLATED TRANSACTION OR ARRANGEMENT. IN CONNECTION WITH ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST, AN INTERESTED PERSON MUST FULLY DISCLOSE THE EXISTENCE OF AND ALL MATERIAL FACTS RELATED TO THE FINANCIAL INTEREST THAT GIVES RISE TO THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST. SUCH DISCLOSURE SHALL BE MADE TO THE CHAIR OF THE BOARD, THE CHAIR OF THE EXECUTIVE COMMITTEE, OR THE CHAIR OF SUCH OTHER COMMITTEE OF THE BOARD AS IS AUTHORIZED TO REVIEW SUCH TRANSACTION OR ARRANGEMENT REFERRED TO AS AN "APPROPRIATE COMMITTEE". IF A DIRECTOR, COMMITTEE MEMBER, PRINCIPAL OFFICER, OR KEY EMPLOYEE BECOMES AWARE OF ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST RELATED TO ANOTHER DIRECTOR, COMMITTEE MEMBER, PRINCIPAL OFFICER, OR KEY EMPLOYEE, SUCH PERSON SHALL PROMPTLY BRING IT TO THE ATTENTION OF THE CHAIR OF THE BOARD, THE CHAIR OF THE EXECUTIVE COMMITTEE, OR THE CHAIR OF AN APPROPRIATE COMMITTEE. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON SHALL BE EXCUSED FROM THE MEETING OF THE BOARD OR APPROPRIATE COMMITTEE DURING THE DISCUSSION OF THE FINANCIAL INTEREST AND THE VOTE ON WHETHER A CONFLICT OF INTEREST EXISTS, WHICH SHALL BE DETERMINED BY A MAJORITY OF A DISINTERESTED QUORUM. THE REMAINING BOARD OR COMMITTEE MEMBERS (OR THE SOLE MEMBER IF THERE ARE NO DISINTERESTED DIRECTORS) SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF THE REMAINING BOARD OR COMMITTEE MEMBERS DETERMINE THAT THE FINANCIAL INTEREST OF AN INTERESTED PERSON DOES NOT CONSTITUTE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE REVIEW PROCESS IS COMPLETE. IF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST HAS BEEN FOUND, THE BOARD OR COMMITTEE SHALL PROCEED AS FOLLOWS: THE INTERESTED PERSON SHALL BE EXCUSED FROM THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT, PROVIDED THAT THE INTERESTED PERSON MAY WITH THE PERMISSION OR AT THE REQUEST OF THE PRESIDING OFFICER ADDRESS THE MEETING WITH RESPECT TO THE TRANSACTION OR ARRANGEMENT BEFORE LEAVING THE MEETING. THE BODY THAT CONSIDERS THE PROPOSED TRANSACTION OR ARRANGEMENT SHALL BE COMPOSED ENTIRELY OF INDIVIDUALS WITHOUT A CONFLICT OF INTEREST WITH RESPECT TO THE PROPOSED TRANSACTION OR ARRANGEMENT. THE BOARD OR APPROPRIATE COMMITTEE MAY APPOINT A DISINTERESTED PERSON OR COMMITTEE OF DISINTERESTED PERSONS TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT BEFORE VOTING ON SUCH TRANSACTION OR ARRANGEMENT. FURTHER, LEGAL COUNSEL MAY BE CONSULTED IF DESIRED BY THE BOARD OR COMMITTEE PRIOR TO CONSIDERING THE TRANSACTION OR ARRANGEMENT. THE BOARD OR AN APPROPRIATE COMMITTEE (EXCEPT AS PROVIDED BELOW), AFTER THE EXERCISE OF REASONABLE DUE DILIGENCE, MAY AUTHORIZE OR APPROVE A TRANSACTION OR ARRANGEMENT BY VOTE OF A MAJORITY OF THE DISINTERESTED DIRECTORS ON THE BOARD OR SUCH COMMITTEE AFTER MAKING THE DETERMINATIONS SET FORTH. IF A DIRECTOR HAS A MATERIAL FINANCIAL INTEREST IN A TRANSACTION OR ARRANGEMENT, THEN THE TRANSACTION OR ARRANGEMENT MAY ONLY BE APPROVED BY ACTION TAKEN BY THE FULL BOARD, OR BY AN APPROPRIATE COMMITTEE. TO AUTHORIZE OR APPROVE A TRANSACTION OR ARRANGEMENT, THE BOARD OR APPROPRIATE COMMITTEE MUST DETERMINE THE FOLLOWING: THAT THE BOARD (OR APPROPRIATE COMMITTEE) HAS KNOWLEDGE OF ALL MATERIAL FACTS CONCERNING THE TRANSACTION OR ARRANGEMENT AND THE FINANCIAL OR OTHER INTEREST OF ANY INTERESTED PERSON IN SUCH TRANSACTION OR ARRANGEMENT; THAT THE BOARD (OR APPROPRIATE COMMITTEE) HAS OBTAINED AND RELIED ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATION, AS DESCRIBED IN SECTION 4958 OF THE CODE AND THE ACCOMPANYING TREASURY REGULATIONS; THAT THE BOARD (OR APPROPRIATE COMMITTEE) IS ACTING IN GOOD FAITH; THAT THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT; THAT THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AT THE TIME THE CORPORATION WILL ENTER INTO IT; THAT, AFTER REASONABLE INVESTIGATION UNDER THE CIRCUMSTANCES, THE CORPORATION CANNOT OBTAIN A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES FROM A PERSON OR ENTITY THAT DOES NOT HAVE AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST; AND THAT THE BOARD (OR APPROPRIATE COMMITTEE) ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION CONCURRENTLY WITH MAKING THAT DETERMINATION, AS DESCRIBED IN SECTION 4958 OF THE CODE AND THE ACCOMPANYING TREASURY REGULATIONS. IF THE BOARD OR APPROPRIATE COMMITTEE HAS REASONABLE CAUSE TO BELIEVE ANY DIRECTOR, ANY MEMBER OF ANY COMMITTEE OF THE BOARD, ANY PRINCIPAL OFFICER, OR ANY KEY EMPLOYEE HAS FAILED TO DISCLOSE A FINANCIAL INTEREST, IT SHALL INFORM THE DIRECTOR, MEMBER OF THE COMMITTEE, PRINCIPAL OFFICER, OR KEY EMPLOYEE OF THE BASIS FOR SUCH BELIEF AND AFFORD THE PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE DIRECTOR, MEMBER OF THE COMMITTEE, PRINCIPAL OFFICER, OR KEY EMPLOYEE'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OR APPROPRIATE COMMITTEE DETERMINES THAT THE MEMBER HAS FAILED TO DISCLOSE A FINANCIAL INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. EACH DIRECTOR, COMMITTEE MEMBER, PRINCIPAL OFFICER, AND KEY EMPLOYEE SHALL ANNUALLY SIGN A STATEMENT THAT AFFIRMS SUCH PERSON: HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, HAS READ AND UNDERSTANDS THE CONFLICT OF INTEREST POLICY, HAS AGREED TO COMPLY WITH THE CONFLICT OF INTEREST POLICY; UNDERSTANDS THAT THE CORPORATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES; HAS AGREED TO PROMPTLY NOTIFY THE CHAIR OF THE BOARD, THE CHAIR OF THE EXECUTIVE COMMITTEE, OR THE CHAIR ON AN APPROPRIATE COMMITTEE OF ANY CONFLICT OF INTEREST HE OR SHE MAY HAVE RELATED TO ANY TRANSACTION OR ARRANGEMENT TO WHICH THE CORPORATION IS OR MAY BECOME A PARTY; AND, EACH DIRECTOR, COMMITTEE MEMBER, PRINCIPAL OFFICER, AND KEY EMPLOYEE WILL ANNUALLY EXECUTE A STATEMENT AFFIRMING EACH OF THESE ITEMS. FORM 990, PART VI, LINE 15: THE ORGANIZATION RELIES ON THE UNIVERSITY OF SOUTHERN CALIFORNIA (USC), A RELATED ORGANIZATION, TO ESTABLISH THE COMPENSATION OF THE CEO. THE COMPENSATION IS DETERMINED ANNUALLY USING THE SAFE HARBOR PROCESS DESCRIBED IN TREASURY REGULATION SECTION 53.4958-6. NAMELY, A COMMITTEE OF THE USC'S BOARD OF DIRECTORS TAKES THE FOLLOWING THREE STEPS: (1) IT ENSURES THAT NO MEMBER OF THE COMMITTEE HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING REVIEWED, (2) IT LOOKS TO COMPARABILITY DATA AND SPECIALIZED COMPENSATION REPORTS (AND IN SOME CASES OPINIONS) PREPARED FOR THE USC BY COMPENSATION CONSULTANTS WITH RESPECT TO SIMILARLY QUALIFIED INDIVIDUALS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS, AND (3) IT MAINTAINS A CONTEMPORANEOUS RECORD OF ITS DELIBERATIONS AND DECISIONS. THE COMPENSATION OF THE ORGANIZATION'S OFFICERS AND KEY EMPLOYEES IS DETERMINED ANNUALLY BY USC HEALTH SYSTEM USING THE SAFE HARBOR PROCESS DESCRIBED IN TREASURY REGULATION SECTION 53.4958-6. NAMELY, A COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS TAKES THE FOLLOWING THREE STEPS: (1) IT ENSURES THAT NO MEMBER OF THE COMMITTEE HAS A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT BEING REVIEWED, (2) IT LOOKS TO COMPARABILITY DATA AND SPECIALIZED COMPENSATION REPORTS (AND IN SOME CASES OPINIONS) PREPARED FOR THE ORGANIZATION BY INDEPENDENT COMPENSATION CONSULTANTS WITH RESPECT TO SIMILARLY QUALIFIED INDIVIDUALS IN COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS, AND (3) IT MAINTAINS A CONTEMPORANEOUS RECORD OF ITS DELIBERATIONS AND DECISIONS. FORM 990, PART VI, LINE 19: USC HEALTH SYSTEM'S BYLAWS AND FINANCIAL STATEMENTS/ANNUAL REPORT ARE AVAILABLE UPON REQUEST. FORM 990, PART VII, SECTION A: THE TITLE FOR CHRIS ALLEN IS INTERIM CHIEF FINANCIAL OFFICER (AS OF 2/18/2023) AND CHIEF FINANCIAL OFFICER (AS OF 8/31/23). THE TITLE FOR JAMES M. STATEN WAS DIRECTOR AND TREASURER (UNTIL 1/20/2023). The title for Ajay Vyas is Chief Healthcare Compliance & Privacy Officer. FORM 990, PART XI, LINE 9: NET ASSET ADJUSTMENT TRANSFER TO USC ARCADIA HOSPITAL: ($10,203,000) TRANSFER TO KSOM: ($10,941,497) TRANSFER OF RESTRICTED REVENUE: - USC ARCADIA GROUND LEASE ($44,577,779) ADJUSTMENT TO RESTRICTED NET ASSETS: ($14,322,380) OTHER ADJUSTMENTS TO NET ASSETS: $1,563,649 TOTAL ($78,481,007) FORM 990 PART IX LINE 11G DESCRIPTION:OTHER TOTAL FEES:1970035 FORM 990 PART IX LINE 24 - OTHER EXPENSES DESCRIPTION:UTILITIES TOTAL EXPENSES:2914391 PROGRAM SERVICES:500364 MANAGEMENT AND GENERAL:2414027 FORM 990 PART IX LINE 24 - OTHER EXPENSES DESCRIPTION:EQUIPMENT MAINTENANCE TOTAL EXPENSES:168251 PROGRAM SERVICES:40076 MANAGEMENT AND GENERAL:128175 ICT PRODUCTIONS INC C/O USC UGB203 LOS ANGELES CA 90089 954843260 EDUC. MEDIA CA 501(C)(3) 12A USC true DAVID X MARKS FOUNDATION C/O USC UGB203 LOS ANGELES CA 90089 956034304 USC SUPPORT CA 501(C)(3) 12A USC true USC CARE MEDICAL GROUP INC 1510 SAN PABLO ST SUITE 649 LOS ANGELES CA 90033 954540991 MANAGED CARE CA 501(C)(3) 10 USC true SURVIVORS OF SHOAH VISUAL HISTORY FDN C/O USC 650 W 35TH ST LOS ANGELES CA 90089 954474965 EDUC. MEDIA CA 501(C)(3) 7 USC true USC VERDUGO HILLS HOSPITAL FOUNDATION 1812 VERDUGO BLVD GLENDALE CA 91208 953247823 USC SUPPORT CA 501(C)(3) 12A VHH true ALBEDO INSURANCE COMPANY IC UNIVERSITY GARDENS UGB203 LOS ANGELES CA 90089 851454978 USC SUPPORT VT 501(C)(3) 12A USC true USC CAPTIVE INSURANCE COMPANY UNIVERSITY GARDENS UGB203 LOS ANGELES CA 90089 851454519 USC SUPPORT VT 501(C)(3) 12A USC true GENERAL LIABILITY DEFENSE IC UNIVERSITY GARDENS UGB203 LOS ANGELES CA 90089 851472543 USC SUPPORT VT 501(C)(3) 12A USC true USC VERDUGO HILLS HOSPITAL 1812 VERDUGO BOULEVARD GLENDALE CA 91208 851634852 HOSPITAL CA 501(C)(3) 3 USC HEALTH true KECK MEDICAL CENTER OF USC 1510 SAN PABLO STREET LOS ANGELES CA 90033 851644866 HOSPITAL CA 501(C)(3) 3 USC HEALTH true UNIVERSITY OF SOUTHERN CALIFORNIA UNIVERSITY GARDENS UGB203 LOS ANGELES CA 90089 951642394 EDUCATION CA 501(C)(3) 2 NA false NAT'L HLTHCRE RESEARCH & EDUC FINANCE CO 1445 ROSS AVENUE STE 3800 DALLAS TX 75202 311707979 USC SUPPORT TX 501(C)(3) 12C NA false THE ASC TRUST AT USC C/O R FOX 1500 MARKET STREET PHILADELPHIA PA 19102 776216147 USC SUPPORT PA 501(C)(3) 12D NA false PACIFIC-12 CONFERENCE 1350 TREAT BOULEVARD WALNUT CREEK CA 94597 941459048 USC SUPPORT CA 501(C)(3) 12A NA false USC ARCADIA HOSPITAL 300 WEST HUNTINGTON DRIVE ARCADIA CA 91007 951643336 HOSPITAL CA 501(C)(3) 3 USC HEALTH true ALDERSGATE MEDICAL SERVICES 300 WEST HUNTINGTON DRIVE ARCADIA CA 91007 953702057 SUPPORT ORG CA 501(C)(3) 12A USCAH true USC ARCADIA HOSPITAL FOUNDATION 300 WEST HUNTINGTON DRIVE ARCADIA CA 91007 953407027 FUNDRAISING CA 501(C)(3) 7 USCAH true WOMEN'S AUXILIARY OF METHODIST HOSPITAL 300 WEST HUNTINGTON DRIVE ARCADIA CA 91007 954123357 HEALTHCARE CA 501(C)(3) 12D NA false HM FUND II 150 EAST 58TH ST NY NY 10155 871030738 INVESTMENTS NY USC 0 STRIPES V MEADOWS CO-INVEST LP 40 10TH AVE NY NY 10014 862543648 INVESTMENTS NY USC 0 CHATEAU LATOUR SPVI LLC 1501 COLORADO AVENUE STE B SANTA MONICA CA 90404 870998362 INVESTMENTS CA USC 0 RF-PUMA CO-INVEST LP 1316 ADAMS STREET SUITE 400 NASHVILLE TN 37208 923342416 INVESTMENTS TN USC 0 MAY ROBERTS DEWRIGHT TRUST UNIVERSITY GARDENS - UGB203 LOS ANGELES CA 900898003 956284845 USC SUPPORT CA NA T true INTEGRATED DIGITAL ASSET CORPORATION UNIVERSITY GARDENS - UGB203 LOS ANGELES CA 900898003 954680904 3RD PARTY CON CA NA C true CHARITABLE REMAINDER TRUST (346) FUNDRAISING CA NA T true POOLED INCOME FUND (1) FUNDRAISING CA NA T true CHARITABLE REMAINDER TRUST (1) INVESTMENT CA USCAHF T true false false true false false false false false false false false false true true true true true false PART IV, LINE 4, COLUMN (C) THE LEGAL DOMICILES OF THE CHARITABLE REMAINDER TRUSTS INCLUDE: CA, CO, FL, GA, HI, IN, MA, NV, PA, AND WA.