2024-05-15T09:48:11-05:00 2023-06-30 PwC US Tax LLP 655 NEW YORK AVE NW SUITE 1100 WASHINGTON DC 20001 990 2022-07-01 850666499 USC HEALTH SYSTEM % CHRIS ALLEN CFO USCH 6179517000 1510 SAN PABLO STREET LOS ANGELES CA 900895013 CHRIS ALLEN CFO 6179517000 2024-05-14 true CHRIS ALLEN 999009999 TRAVIS L PATTON P00369623 2024141000 2024-05-14 3 2022 2023-04-26 12:10:37Z ROD HANNERS 1510 SAN PABLO STREET LOS ANGELES CA 900895013 22727939 false X N/A X 2019 CA SEE SCHEDULE O 11 7 0 0 0 0 1383087 1708044 1684953 21019895 0 0 0 0 3068040 22727939 0 0 0 0 119618746 138830609 0 0 0 80155277 165035607 199774023 303866216 -196705983 -281138277 113716774 164280903 140736043 621516749 -27019269 -457235846 X SEE SCHEDULE O false false 7578637 0 21019895 SEE SCHEDULE O 7578637 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 true 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 3673614 954495 STEVEN D SHAPIRO SVP, Health Affairs 2.0 56.0 X 0 2859021 521140 CHARLES F ZUKOSKI Univ Provost (until 11/28/22) 2.0 50.0 X 0 2033036 166508 ROD HANNERS Director/CEO & PresidenT 2.0 55.5 X X 0 2006403 58277 JAMES M STATEN Dir/Treas (until 1/20/23) 2.0 58.5 X X 0 1916188 78971 BEONG-SOO KIM Secretary 2.0 56.0 X 0 1176988 236558 CAROLYN MELTZER MD Director (AS OF 11/30/22) 2.0 52.5 X 0 1287546 28361 DAVID PENG MD SEE SCHEDULE O FOR TITLE 56.5 8.5 X 0 1049978 140400 ERIC STRUCKO CFO (UNTIL 2/17/23) 40.0 4.5 X 0 1093318 46026 SHAWN T SHEFFIELD Chief Strategy Officer 40.0 2.0 X 0 858073 104897 TIMOTHY MALSEED CHIEF INFO. OFFICER - KMC 40.0 0.0 X 0 779761 48830 ERIK BRINK Treasurer (AS OF 1/21/23) 2.0 56.0 X 0 697286 101538 TAMARA CAPRETTA AVP, HEALTHCARE COMPLIANCE 40.0 4.0 X 0 727110 47710 ERNEST SCHWEFLER CHIEF CONTRACTING OFFICER 40.0 0.0 X 0 613624 74615 JEFFREY HAY SEE SCHEDULE O FOR TITLE 40.0 0.0 X 0 578549 56212 AJAY VYAS See Schedule O for title 40.0 0.0 X 0 477742 71152 EDWARD HALL SEE SCHEDULE O FOR TITLE 40.0 0.0 X 0 444545 63113 TIA BUSH Director (UNTIL 5/25/23) 2.0 0.0 X 0 0 0 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 (AS of 7/1/22) 2.0 0.0 X 0 0 0 AMY ROSS PHD Director 2.0 5.0 X 0 0 0 PAUL ROTHMAN Director (AS OF 3/16/23) 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 22272782 2798803 0 false true false DELOITTE CONSULTING LLP 4022 SELLS DRIVE HERMITAGE TN 37076 CONSULTING SERVICES 11629019 HELTON LAW GROUP 1590 CORPORATE DR COSTA MESA CA 92626 LEGAL SERVICES 11111419 METIC TRANSPLANTATION LAB 5370 ALHAMBRA AVENUE SUITE H LOS ANGELES CA 900323405 LAB SERVICES 7152100 CONIFER HEALTH SOLUTIONS 1500 SOUTH DOUGLASS ROAD ANAHEIM CA 92806 CONSULTING SERVICES 6875793 MILNER BUTCHER MEDIA GROUP 11150 OLYMPIC BLVD SUITE 835 LOS ANGELES CA 900641854 MEDIA AGENCY 5992532 94 1708044 0 1708044 RENT FROM AFFILIATE 900099 2832000 2832000 IT SERVICES TO USC 900099 11187942 11187942 CA RETENTION PROGRAM 900099 5611002 5611002 OTHER PS REVENUE 900099 1388951 1388951 21019895 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22727939 21019895 X 0 0 0 0 7250823 7250823 0 88042638 1774432 86268206 0 43537148 1108236 42428912 0 0 11323229 11323229 10266387 10266387 0 0 0 42276223 3131571 39144652 12563391 12563391 883177 53486 829691 3746004 96966 3649038 0 7406979 252 7406727 347745 27332 320413 0 0 0 0 52230 52230 424900 424900 SERVICE CONTRACT 30400190 65375 30334815 SUPPLIES 23464235 1278719 22185516 USC ALLOCATION CENTRAL COSTS 8674931 18655 8656276 UTILITIES 3210706 16626 3194080 0 9995280 6987 9988293 303866216 7578637 296287579 0 0 0 0 0 10572121 0 0 0 0 0 0 0 0 0 11536636 1693586 0 9176889 14999522 44698 6019773 14954824 0 0 0 0 0 5456343 0 0 85588244 132999261 113716774 164280903 58953360 84399201 0 0 0 0 0 0 0 0 0 0 0 0 0 0 81782683 537117548 140736043 621516749 X -45828716 -520215797 18809447 62979951 -27019269 -457235846 113716774 164280903 X -281138277 -149078300 X false true X true true true X X 5 UNIVERSITY OF SOUTHERN CALIFORNIA 951642394 2 true 0 0 USC ARCADIA HOSPITAL 951643336 3 true 0 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 0 0 true false false false false false false false false false false false false false false false SCHEDULE A, PART IV, SECTION C, LINE 1 USC IS THE SOLE MEMBER OF USC HEALTH. OF THE 14 MEMBERS OF THE USC HEALTH SYSTEM BOARD OF DIRECTORS, 3 DIRECTORS ARE CURRENT TRUSTEES OF USC AND 4 DIRECTORS ARE MEMBERS OF THE USC ADMINISTRATION. ALL THE REMAINING DIRECTORS OF USC HEALTH ARE ELECTED OR APPOINTED BY USC. IN ADDITION, USC'S BYLAWS RESERVE CERTAIN RIGHTS TO USC AS THE SOLE MEMBER, INCLUDING APPROVING USC HEALTH'S ANNUAL CONSOLIDATED CAPITAL AND OPERATING BUDGETS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 417178 44698 372480 14582344 14582344 14954824 RIGHT OF USE ASSET - OPERATING 65977156 CONTRIBUTION RECEIVABLE 44577779 BENEFICIAL INTEREST IN PARENT 11328457 PLEDGES RECEIVABLE 10164845 OTHER 951024 132999261 0 DUE TO AFFILIATES 287138592 CURRENT PORTION OPERATING LEASE OBL. 17023597 CURRENT PORTION FINANCE LEASE OBL. 1068956 LONG-TERM OPERATING LEASE OBL. 50335161 LONG-TERM OF FINANCE LEASE OBL. 3412345 DUE TO USC 178138897 537117548 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 ERIK BRINK Treasurer (AS OF 1/21/23) 0 560155 0 80000 0 57131 0 30500 0 71038 0 798824 0 0 TAMARA CAPRETTA AVP, HEALTHCARE COMPLIANCE 0 558156 0 129267 0 39687 0 30500 0 17210 0 774820 0 0 CAROL L FOLT University President 0 1766635 0 850000 0 1056979 0 931667 0 22828 0 4628109 0 0 EDWARD HALL SEE SCHEDULE O FOR TITLE 0 318875 0 111747 0 13923 0 30500 0 32613 0 507658 0 0 ROD HANNERS Director/CEO & PresidenT 0 1176716 0 596612 0 233075 0 30500 0 27777 0 2064680 0 37500 JEFFREY HAY SEE SCHEDULE O FOR TITLE 0 426530 0 105070 0 46949 0 30500 0 25712 0 634761 0 0 BEONG-SOO KIM Secretary 0 737879 0 300000 0 139109 0 230500 0 6058 0 1413546 0 0 TIMOTHY MALSEED CHIEF INFO. OFFICER - KMC 0 575819 0 138713 0 65229 0 30500 0 18330 0 828591 0 0 CAROLYN MELTZER MD Director (AS OF 11/30/22) 0 1070879 0 216667 0 0 0 0 0 28361 0 1315907 0 0 ERNEST SCHWEFLER CHIEF CONTRACTING OFFICER 0 450811 0 111953 0 50860 0 30500 0 44115 0 688239 0 0 STEVEN D SHAPIRO SVP, Health Affairs 0 1522927 0 1000000 0 336094 0 480500 0 40640 0 3380161 0 625000 SHAWN T SHEFFIELD Chief Strategy Officer 0 634613 0 150673 0 72787 0 30500 0 74397 0 962970 0 0 JAMES M STATEN Dir/Treas (until 1/20/23) 0 1524938 0 100000 0 291250 0 30500 0 48471 0 1995159 0 0 ERIC STRUCKO CFO (UNTIL 2/17/23) 0 808414 0 191580 0 93324 0 30500 0 15526 0 1139344 0 0 AJAY VYAS See Schedule O for title 0 382859 0 77200 0 17683 0 30500 0 40652 0 548894 0 0 CHARLES F ZUKOSKI Univ Provost (until 11/28/22) 0 845814 0 50000 0 1137222 0 130500 0 36008 0 2199544 0 0 DAVID PENG MD SEE SCHEDULE O FOR TITLE 0 905418 0 75000 0 69560 0 30500 0 109900 0 1190378 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 OF THE UNIVERSITY OF SOUTHERN CALIFORNIA 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 AND BE PAYABLE IN 2024. A RATABLE ACCRUAL OF $666,667 FROM CALENDAR YEAR 2022 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 SCHEDULED TO VEST (PLUS INTEREST) AND BE PAYABLE IN 2024. THE PLAN WAS EFFECTIVE STARTING IN DECEMBER 2021. A RATABLE ACCRUAL OF $234,500 FROM THE CALENDAR YEAR IS INCLUDED IN SCHEDULE J, PART II, COLUMN (C). CHARLES ZUKOSKI: DURING CALENDAR YEAR 2022, PROVOST AND SENIOR VICE PRESIDENT, ACADEMIC AFFAIRS AT THE UNIVERSITY OF SOUTHERN CALIFORNIA, PARTICIPATED IN A RETENTION PROGRAM. A PAYMENT OF $500,000 (ACCRUING AT $100,000 PER YEAR) IS SCHEDULED TO VEST AND BE PAYABLE IN 2024 SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. AN ACCRUAL OF $100,000 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). AS CHARLES ZUKOSKI STEPPED DOWN FROM HIS OFFICER POSITION AT THE UNIVERSITY ON DECEMBER 31, 2022, HE WILL NOT RECEIVE A CALENDAR YEAR 2023 ACCRUAL OR A 2024 PAYMENT UNDER THIS RETENTION PROGRAM. BEONG-SOO KIM: DURING CALENDAR YEAR 2022, 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: UNDER HIS EMPLOYMENT AGREEMENT, THE SENIOR VICE PRESIDENT OF HEALTH AFFAIRS AT THE UNIVERSITY OF SOUTHERN CALIFORNIA WAS ELIGIBLE FOR BONUSES IN GUARANTEED AMOUNTS. A PAYMENT OF $1,000,000 VESTED AND WAS PAYABLE IN JUNE 2022. ANOTHER PAYMENT OF AT LEAST $750,000 IS SCHEDULED TO VEST AND BE PAYABLE IN JUNE 2023. THE BONUSES ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. A RATABLE ACCRUAL OF $375,000 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). DURING CALENDAR YEAR 2022, HE 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 $125,000 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C). ROD HANNERS: DURING CALENDAR YEAR 2022, CEO OF KECK MEDICINE OF USC, PARTICIPATED IN A RETENTION PROGRAM. THE RETENTION AWARDS ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. A PAYMENT OF $250,000 VESTED IN DECEMBER 2021 AND WAS PAID IN FEBRUARY 2022. THE PAYMENT AMOUNT HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(II). ANOTHER PAYMENT OF $250,000 WAS SCHEDULED TO VEST IN DECEMBER 2022 AND BE PAYABLE IN JANUARY 2023. A RATABLE ACCRUAL OF $0 HAS BEEN INCLUDED IN SCHEDULE J, PART II, COLUMN (C) AS THE PAYMENT WAS MADE WITHIN TWO AND A HALF MONTHS AFTER THE END OF CALENDAR YEAR 2022. 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 2022, 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 4: THE ORGANIZATION'S ARTICLES OF INCORPORATION WERE AMENDED EFFECTIVE 7/01/2022 TO INCLUDE ALONG WITH THE UNIVERSITY OF SOUTHERN CALIFORNIA THE FOLLOWING SUPPORTED ORGANIZATIONS: USC CARE MEDICAL GROUP, INC., KECK MEDICAL CENTER OF USC, USC VERDUGO HILLS HOSPITAL, AND USC ARCADIA HOSPITAL. 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 Ajay Vyas is Chief Healthcare Compliance & Privacy Officer. The title for Edward Hall is Executive Administrator, Integrated Risk. The title for Jeffrey Hay is Value Based Service Org - CMO. The title for David Peng is Chief Clinical Officer (as of 7/1/22)/Interim Chair of Medicine. FORM 990, PART XI, LINE 9: NET ASSET ADJUSTMENT FROM USC HEALTH SYSTEM: -$153,982,131 NET ASSETS RELEASED FROM RESTRICTION: -$4,903,831 TOTAL: -149,078,300 FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTING & MANAGEMENT FEES TOTAL FEES:9260440 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PROFESSIONAL FEES TOTAL FEES:1215858 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PURCHASED SERVICES TOTAL FEES:20649028 FORM 990 PART IX LINE 11G DESCRIPTION:SERVICE CONTRACTS TOTAL FEES:730423 FORM 990 PART IX LINE 11G DESCRIPTION:TRANSFER TO KSOM TOTAL FEES:10420474 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 USCSCA SURGICAL HOLDINGS LLC 1510 SAN PABLO ST LOS ANGELES CA 90033 HOLDING COMPA CA USC 0 SUMMERTIME APARTMENTS 3990 RUFFIN ROAD SUITE 100 SAN DIEGO CA 92123 330167146 HOUSING CA USC 0 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 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 (353) 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 true false false false true true true true true false USC ARCADIA HOSPITAL J 2832000 FMV 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.