2025-05-13T10:32:25-05:00 2024-06-30 910189318 MOSS ADAMS LLP 225 S LAKE AVE SUITE 900 PASADENA CA 91101 990 2023-07-01 951643381 MEMORIAL HEALTH SERVICES MEMO 7143773002 17360 BROOKHURST STREET FOUNTAIN VALLEY CA 92708 KAREN TESTMAN EVP, CFO 7143773002 2025-05-06 1 1 LAUREN A HAVERLOCK P00545829 3104770450 2023 2025-03-06 01:10:19Z MEMORIALCARE KAREN TESTMAN 17360 BROOKHURST STREET FOUNTAIN VALLEY CA 92708 1365964090 0 5661 X WWW.MEMORIALCARE.ORG X 1937 CA TO IMPROVE THE HEALTH AND WELL-BEING OF INDIVIDUALS, FAMILIES AND OUR COMMUNITIES. 12 10 1230 11 0 0 3135821 6046587 250912204 269324196 140663683 142743771 27384678 32167050 422096386 450281604 125400 115000 0 0 150308807 165434606 0 0 0 186126945 195154620 336561152 360704226 85535234 89577378 3286913859 3169297807 2413194016 2179449299 873719843 989848508 X TO IMPROVE THE HEALTH AND WELL-BEING OF INDIVIDUALS, FAMILIES AND OUR COMMUNITIES, BY BENEFITING, PERFORMING THE FUNCTIONS OF AND CARRYING OUT THE PURPOSES OF THE NONPROFIT, TAX-EXEMPT HOSPITALS AND OTHER HEALTHCARE PROVIDERS OF WHICH THE ORGANIZATION IS THE SOLE MEMBER ("THE SUPPORTED ORGANIZATION"), AND SUPPORTING THE PURPOSES AND ACTIVITIES OF THE SUPPORTED ORGANIZATIONS BY PROVIDING THEM WITH ADMINISTRATIVE SERVICES. 0 0 160369826 115000 269324196 SEE SCHEDULE OTHE ORGANIZATION, MEMORIAL HEALTH SERVICES, IS THE PARENT NONPROFIT CORPORATION OF A NONPROFIT INTEGRATED HEALTH CARE DELIVERY SYSTEM, KNOWN AS THE MEMORIALCARE HEALTH SYSTEM (MEMORIALCARE). MEMORIAL HEALTH SERVICES IS THE SOLE MEMBER OF (1) LONG BEACH MEMORIAL MEDICAL CENTER, A CALIFORNIA NONPROFIT CORPORATION WHICH OPERATES MEMORIALCARE LONG BEACH MEDICAL CENTER AND MILLER CHILDREN'S AND WOMEN'S HOSPITAL LONG BEACH, (2) ORANGE COAST MEMORIAL MEDICAL CENTER, A CALIFORNIA NONPROFIT CORPORATION, AND (3) SADDLEBACK MEMORIAL MEDICAL CENTER, A CALIFORNIA NONPROFIT CORPORATION. MEMORIALCARE'S LARGEST PROGRAM SERVICES CONSIST OF PROVIDING INPATIENT AND OUTPATIENT HOSPITAL CARE TO IMPROVE THE HEALTH OF THE COMMUNITIES IT SERVES. MEMORIALCARE HOSPITALS ARE COMMITTED TO MEETING THE HEALTH CARE NEEDS OF PATIENTS WHO MAY BE UNINSURED OR UNDERINSURED, AND PROVIDE MEDICALLY NECESSARY SERVICES, WITHOUT COST OR AT A REDUCED COST, TO PATIENTS WHO QUALIFY BASED ON INCOME. IN THE YEAR ENDING JUNE 30, 2024, MEMORIALCARE HOSPITALS OPERATED 1,279 BEDS, RECORDED 260,072 PATIENT DAYS, DISCHARGED 53,238 PATIENTS, PROVIDED 27,210 SURGICAL PROCEDURES, DELIVERED 8,608 BABIES, AND HAD 191,717 EMERGENCY DEPARTMENT VISITS.MEMORIAL HEALTH SERVICES IS THE SOLE MEMBER OF MEMORIALCARE MEDICAL FOUNDATION (MCMF), A CALIFORNIA NONPROFIT CORPORATION AND MEDICAL PRACTICE FOUNDATION DESCRIBED IN SECTION 1206(L) OF THE CALIFORNIA HEALTH AND SAFETY CODE, WHICH PROVIDES COMPREHENSIVE OUTPATIENT CLINICAL SERVICES AT APPROXIMATELY 40 SITES THROUGHOUT ORANGE AND LOS ANGELES COUNTIES IN THE AREAS OF INTERNAL MEDICINE, FAMILY MEDICINE, AND MULTIPLE OTHER SPECIALTIES. ALSO, MCMF PROVIDES ADMINISTRATION, MANAGEMENT AND CONTRACTING SERVICES FOR EXCLUSIVE PRIMARY CARE PROVIDERS AND A SPECIALTY NETWORK OF AFFILIATED INDIVIDUAL AND PHYSICIAN GROUPS. MCMF ALSO OPERATES SEVERAL AMBULATORY SURGERY CENTERS THROUGHOUT ORANGE AND LOS ANGELES COUNTIES. ADDITIONALLY, MCMF IS PART OF SEVERAL JOINT VENTURE PARTNERSHIPS FOR DIALYSIS CLINICS AND IMAGING CENTERS THROUGHOUT ORANGE AND LOS ANGELES COUNTIES. FOR THE YEAR ENDING JUNE 30, 2024, MCMF PROVIDED 907,876 CLINIC VISITS AND PERFORMED 47,914 AMBULATORY SURGERIES. 160369826 1 1 0 1 0 0 0 0 0 0 1 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 1 1 0 1 498 0 1 1230 1 0 0 0 0 0 0 0 0 0 0 1 0 X 12 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 1 CA X ADOLFO CHANEZ 7143773411 17360 BROOKHURST STREET FOUNTAIN VALLEY CA 92708 BARRY S ARBUCKLE PRESIDENT/CEO 50.00 10.00 X X 4599033 0 1980077 SHARON CHEEVER DIRECTOR, CHAIRMAN 1.00 0.00 X X 0 0 0 SATHYA CHEY DIRECTOR 1.00 0.00 X 0 0 0 JIM LEO MD DIRECTOR 1.00 0.00 X 0 0 0 THOMAS B ROGERS DIRECTOR 1.00 0.00 X 0 0 0 SAMUEL TANG DIRECTOR, SECRETARY 1.00 0.00 X X 0 0 0 TERESA EVANS DIRECTOR, VICE CHAIR 1.00 0.00 X X 0 0 0 JUDY JONES DIRECTOR 1.00 0.00 X 0 0 0 BRADEN PHILLIPS DIRECTOR 1.00 0.00 X 0 0 0 JOHN FIELDER DIRECTOR 1.00 0.00 X 0 0 0 FRANCISCO SCHLOTTERBECK DIRECTOR 1.00 0.00 X 0 0 0 MICHAEL SKILLMAN DIRECTOR 1.00 0.00 X 0 0 0 KAREN A TESTMAN EVP, CHIEF FINANCIAL OFFICER 59.00 1.00 X 1494508 0 514794 LAURIE D SICAEROS CHIEF STRATEGY OFFICER 60.00 0.00 X 1017787 0 245450 HELEN L MACFIE SVP, CHIEF TRANSF OFF (THRU 10/23) 60.00 0.00 X 949645 0 33707 THOMAS J LEARY EVP, CHIEF LEGAL OFFICER 60.00 0.00 X 1350150 0 348020 CATHY D CAPALDI SVP,BUS-DEV,MARK/COMM (THRU 1/24) 60.00 0.00 X 776098 0 90251 JOHN D CASCELL SVP, MANAGED CARE 60.00 0.00 X 687270 0 190928 STEVEN BEAL SVP, INFO SYSTEMS/CIO 60.00 0.00 X 954772 0 252348 BRIAN C STUCKMAN SVP SUPPLY CHAIN & ANCILLARY 60.00 0.00 X 721039 0 132915 KEVIN C TORRES VP, INFORMATION SYSTEMS 60.00 0.00 X 652314 0 265017 JOHN SOMERS VP, REAL ESTATE & FACILITIES 60.00 0.00 X 501382 0 40080 ADOLFO O CHANEZ SVP, CORPORATE FINANCE & TREASURER 60.00 0.00 X 720772 0 147352 STEPHEN MCNAMARA SVP, PFS AND CFO SHP 60.00 0.00 X 557350 0 78596 CHRISTOPHER FINCH VP, CHIEF COMPLIANCE OFFICER 60.00 0.00 X 455214 0 58277 KRISTEN L PUGH VP, ADVOCACY & GOVERN RELATION 60.00 0.00 X 480326 0 17635 SETH ELLIS VP, CLINICAL INTEGRATION 60.00 0.00 X 395833 0 42249 JAMES M JONES VP, QUALITY & RISK MANAGEMENT 60.00 0.00 X 460183 0 23117 ELIZABETH ACORD VP, ONCOLOGY 60.00 0.00 X 467463 0 26820 TROY D VEILLEUX VP, INFORMATION SYSTEMS 60.00 0.00 X 504415 0 32279 MARY P LEAHY SVP, CHIEF HR OFFICER 60.00 0.00 X 681634 0 216239 SHELA KANESHIRO SVP, CHIEF MARK & COMM OFFICER 60.00 0.00 X 629118 0 112571 ROBERT D LONTO VP, TOTAL REWARDS & SYSTEMS 60.00 0.00 X 424904 0 30515 DOUGLAS FARLEY VP, SUPPLY CHAIN 60.00 0.00 X 437787 0 19440 JENNIFER L TINAJERO VP, CLINICAL TRANSFORMATION 60.00 0.00 X 380836 0 19690 RICHELE S CRAVEIRO-STEELE VP, PUBLIC RELATIONS & COMMUN 60.00 0.00 X 394917 0 101591 LAUREN T PRIVITERA VP, RESEARCH ADMINISTRATION 60.00 0.00 X 363878 0 22799 DONALD THOMPSON ASSISTANT GENERAL COUNSEL 60.00 0.00 X 440871 0 34483 KAREN WEINSTEIN ASSISTANT GENERAL COUNSEL 60.00 0.00 X 409069 0 51505 21908568 0 5128745 539 0 1 0 ZAMBOO LLC 200 CULVER BLVD STE 207 PLAYA DEL REY CA 90293 MARKETING AND DESIGN 3145629 LAW OFFICES OF STEPHENSON 303 N GLENOAKS BLVD 700 BURBANK CA 91502 LEGAL 1772300 KING & SPALDING LLP PO BOX 116133 ATLANTA GA 30368 LEGAL 1416172 SHEPPARD MULLIN RICHTER & HAMPTON PO BOX 840728 LOS ANGELES CA 90084 LEGAL 1404860 SAFEGUARD HEALTHCARE LLC 7755 CENTER AVE STE 1100 HUNTINGTON BEACH CA 92647 CONSULTING 1232755 57 750000 1178441 4118146 6046587 HEALTH CARE SUPPORT 900099 269324196 269324196 269324196 9368600 9368600 1830611 300940 1529671 1529671 1529671 1048756717 915381546 133375171 133375171 133375171 RIGHT OF USE REVENUE 900099 24536338 24536338 OTHER REVENUE 900099 6101041 6101041 30637379 450281604 269324196 0 174910821 115000 115000 22160553 5540138 16620415 99754305 25112379 74641926 7253030 1823597 5429433 27668860 7051087 20617773 8597858 2826999 5770859 8006662 1233873 6772789 6010480 6010480 403562 403562 109061 109061 6793196 6793196 11722908 5986994 5735914 20576063 20576063 996048 269515 726533 80165866 76829673 3336193 5763121 5651092 112029 144645 43752 100893 304568 88837 215731 21768514 21768514 24728503 24265879 462624 1039364 1039364 DUES & SUBSCRIPTIONS 2906121 1897395 1008726 MEDICAL SUPPLIES 2035409 866107 1169302 LICENSES & TAXES 1439854 599794 840060 BANK FEES 287283 287283 -46608 58654 -105262 360704226 160369826 200334400 0 65036676 120747663 473627 67251130 239762244 271055366 4316874 3159381 31720377 34495829 288254525 128943925 161464631 159310600 2277882711 1908878707 466069253 557658088 40187466 46741043 3286913859 3169297807 291996941 321841716 5754902 2736106 378896879 297363136 397330000 397380000 1339215294 1160128341 2413194016 2179449299 X 873719843 989848508 873719843 989848508 3286913859 3169297807 89577378 26551287 0 X X 0 1 X 1 1 1 X X 4 LONG BEACH MEMORIAL MEDICAL CENTER 953527031 3 1 0 0 SADDLEBACK MEMORIAL MEDICAL CENTER 952585792 3 1 0 0 ORANGE COAST MEMORIAL MEDICAL CENTER 330687414 3 1 0 0 MEMORIALCARE MEDICAL FOUNDATION 271504911 3 1 0 0 4 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 SCHEDULE A, PART I, LINE 12G, COLUMN VI: MEMORIAL HEALTH SERVICES (MHS) SUPPORTS THE PURPOSES AND ACTIVITIES OF ITS SUPPORTED ORGANIZATIONS, ALL NONPROFIT TAX-EXEMPT PUBLIC CHARITIES OF WHICH MHS IS THE SOLE MEMBER, BY PROVIDING THEM WITH A WIDE RANGE OF ADMINISTRATIVE AND SUPPORT SERVICES. IN PROVIDING SUCH SERVICES, MHS IS OPERATED IN CONNECTION WITH THE SUPPORTED ORGANIZATIONS AND MAINTAINS A CLOSE, CONTINUOUS AND RESPONSIVE WORKING RELATIONSHIP WITH THEM. SUCH SERVICES INCLUDE FINANCE, ACCOUNTING, PURCHASING, GOVERNMENT RELATIONS, COMPLIANCE, HUMAN RESOURCES ADMINISTRATION, RISK MANAGEMENT, AND LEGAL, AMONG OTHERS. SCHEDULE A, PART IV, SECTION A, LINE 6: THE FILING ORGANIZATION PROVIDES GRANTS TO CHARITABLE ORGANIZATIONS THAT SUPPORT THE COMMUNITY SERVED AND THE EXEMPT PURPOSE OF THE SUPPORTED ORGANIZATIONS. SCHEDULE A, PART IV, SECTION D, LINE 3: THE SUPPORTED ORGANIZATIONS AND THE SUPPORTING ORGANIZATION SHARE THE SAME BOARD OF DIRECTORS. AS SUCH, THE SUPPORTED ORGANIZATIONS ARE INTEGRATED IN ALL DECISIONS MADE ABOUT THE FILING ORGANIZATION'S INVESTMENT POLICIES AND USE OF ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 3A: THE ORGANIZATION IS THE SOLE MEMBER OF THE SUPPORTED ORGANIZATIONS, AND HAS THE RIGHT, CONSISTENT WITH CALIFORNIA'S NONPROFIT CORPORATION LAW, AND AS REFLECTED IN APPLICABLE GOVERNING DOCUMENTS, TO ELECT THE DIRECTORS OF EACH SUPPORTED ORGANIZATION. SCHEDULE A, PART IV, SECTION E, LINE 3B: IN ADDITION TO EXERCISING ITS RIGHT TO ELECT THE DIRECTORS OF THE SUPPORTED ORGANIZATIONS, THE ORGANIZATION HAS AND EXERCISES CERTAIN RESERVED POWERS OVER EACH SUPPORTED ORGANIZATION, INCLUDING THE RIGHT TO APPROVE ANY CHANGES TO THE GOVERNING DOCUMENTS OF ANY SUPPORTED ORGANIZATION, THE ABILITY TO EMPLOY, SELECT AND REMOVE THE PRESIDENT OF ANY SUPPORTED ORGANIZATION, APPROVAL OF ANY SIGNIFICANT TRANSACTIONS OF A SUPPORTED ORGANIZATION, APPROVAL OF ANNUAL CAPITAL AND OPERATING BUDGETS FOR EACH SUPPORTED ORGANIZATION AND CAPITAL EXPENSES OVER $3,000,000, AND OTHER EXPENDITURES OVER $7,000,000, AND THE ADOPTION OF ANY LONG TERM STRATEGIC PLANS BY A SUPPORTED ORGANIZATION. IN ADDITION, THE ORGANIZATION DEVELOPS AND MAINTAINS MOST POLICIES AND PROCEDURES FOR EACH SUPPORTED ORGANIZATION. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 0 1 102811 0 1 6250 109061 0 PART II-B, LINE 1: EXPENSES TOTALING $70,505 (POLITICAL SOLUTIONS, LLC) WERE FOR ACTIVITIES FOR THE PURPOSE OF INFLUENCING STATE LEGISLATION WHICH WOULD HAVE A DIRECT IMPACT ON THE ORGANIZATION'S ABILITY TO FULFILL ITS CHARITABLE MISSION OF SERVING THE COMMUNITY'S HEALTHCARE NEEDS. IN ADDITION, A CONTRIBUTION WAS MADE TO THE HEALTHCARE LEADERSHIP COUNCIL, FOR ANNUAL DUES IN THE AMOUNT $25,000. THE HLC HAS ADVISED THAT 25% OF DUES WERE ASSOCIATED WITH LOBBYING ACTIVITIES AND BE REPORTED AS $6,250 FOR THE YEAR. THE ORGANIZATIONAL COSTS INCURRED FOR OVERHEAD AND STAFF TIME TOTALED $32,306 FOR ADVOCACY ON BEHALF OF THE ORGANIZATION AROUND IMPROVEMENTS IN FEDERAL, STATE, AND LOCAL POLICIES TO ENSURE ACCESS TO HEALTH CARE SERVICES FOR THE COMMUNITY. 15081753 15081753 74472103 23888583 50583520 693192 632785 60407 72295993 49103904 23192089 125711484 55318653 70392831 159310600 INVESTMENT-MCMF 413582177 C INVESTMENT-MCSHP 138818000 C INVESTMENT-SHV GEN PARTNER 478 C INVESTMENT-VIVITY 255514 C INVESTMENT-CAPTIVE 5001919 C 557658088 DUE TO AFFILIATES 1152222688 SERP PAYABLE 974663 BOND PREMIUM/DISCOUNT -6129861 WORKERS COMPENSATION LIABILITY 1385273 OPERATING LEASE 11671555 OTHER LIABILITIES 4023 1160128341 X PART X, LINE 2: ACCOUNTING STANDARDS CODIFICATION (ASC) 740, INCOME TAXES, CLARIFIES THE ACCOUNTING FOR INCOME TAXES BY PRESCRIBING A MINIMUM RECOGNITION THRESHOLD THAT A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. ASC 740 ALSO PROVIDES GUIDANCE ON DE-RECOGNITION, MEASUREMENT, CLASSIFICATION, INTEREST, AND PENALTIES, DISCLOSURE AND TRANSITION. THE GUIDANCE IS APPLICABLE TO PASS-THROUGH ENTITIES AND TAX-EXEMPT ORGANIZATIONS. NO SIGNIFICANT TAX LIABILITY FOR TAX BENEFITS, INTEREST OR PENALTIES WAS ACCRUED AT JUNE 30, 2024. 1 SUSAN G KOMEN FOUNDATION 13770 NOEL ROAD SUITE 801889 DALLAS TX 75380 751835298 501 (C)(3) 15000 0 SPONSORSHIP - FUNDRAISING WALKS BIPARTISAN POLICY CENTER INC 1225 EYE STREET NW SUITE 1000 WASHINGTON DC 20005 731628382 501 (C)(3) 25000 0 INDEPENDENT RESEARCH AND POLICY WORK ORANGE COUNTY BUSINESS COUNCIL 2 PARK PLAZA SUITE 100 IRVINE CA 92614 237084107 501 (C)(6) 10000 0 SPONSORSHIP - FUNDRAISING DINNER AMERICAN HEART ASSOCIATION PO BOX 4002030 DES MOINES IA 50340 135613797 501 (C)(3) 60000 0 SPONSORSHIP - FUNDRAISING WALKS 3 1 PART I, LINE 2: MEMORIAL HEALTH SERVICES GENERALLY DOES NOT MAKE GRANTS OR GIFTS OTHER THAN TO NONPROFIT ORGANIZATIONS THAT ARE TAX-EXEMPT PUBLIC CHARITIES OR GOVERNMENTAL ENTITIES FOR THE PURPOSE OF IMPROVING THE HEALTH AND WELL-BEING OF INDIVIDUALS, FAMILIES AND COMMUNITIES. HOWEVER, ALL PROPOSED AND CONTEMPLATED GRANTS ARE CONSIDERED AND ASSESSED BY THE ORGANIZATION TO DETERMINE WHETHER THE USE OF THE FUNDS BY THE RECIPIENT WILL FURTHER THE CHARITABLE MISSION OF THE ORGANIZATION AND ADDRESS IDENTIFIED COMMUNITY HEALTH NEEDS. THE ORGANIZATIONS DO REQUIRE FORMAL REPORTING ON THE USE OF GRANTS BY THE RECIPIENT. HOWEVER, THE ORGANIZATIONS DO NOT ALWAYS REQUIRE RECIPIENTS TO REPORT ON USE OF GIFT PROCEEDS. X X X X X X 0 1 0 0 0 0 0 1 0 BARRY S ARBUCKLE PRESIDENT/CEO 1793299 0 1927310 0 878424 0 1947562 0 32515 0 6579110 0 1578423 0 KAREN A TESTMAN EVP, CHIEF FINANCIAL OFFICER 829889 0 312991 0 351628 0 491999 0 22795 0 2009302 0 314698 0 THOMAS J LEARY EVP, CHIEF LEGAL OFFICER 758967 0 275596 0 315587 0 323328 0 24692 0 1698170 0 174780 0 LAURIE D SICAEROS CHIEF STRATEGY OFFICER 601861 0 225038 0 190888 0 243224 0 2226 0 1263237 0 152916 0 STEVEN BEAL SVP, INFO SYSTEMS/CIO 590223 0 215472 0 149077 0 230375 0 21973 0 1207120 0 144808 0 HELEN L MACFIE SVP, CHIEF TRANSF OFF (THRU 10/23) 451305 0 322168 0 176172 0 26400 0 7307 0 983352 0 0 0 KEVIN C TORRES VP, INFORMATION SYSTEMS 441912 0 88672 0 121730 0 233000 0 32017 0 917331 0 0 0 MARY P LEAHY SVP, CHIEF HR OFFICER 521443 0 108191 0 52000 0 198275 0 17964 0 897873 0 0 0 JOHN D CASCELL SVP, MANAGED CARE 408443 0 160999 0 117828 0 176759 0 14169 0 878198 0 116440 0 ADOLFO O CHANEZ SVP, CORPORATE FINANCE & TREASURER 465877 0 102806 0 152089 0 121192 0 26160 0 868124 0 0 0 CATHY D CAPALDI SVP,BUS-DEV,MARK/COMM (THRU 1/24) 426462 0 161419 0 188217 0 71068 0 19183 0 866349 0 78100 0 BRIAN C STUCKMAN SVP SUPPLY CHAIN & ANCILLARY 430606 0 151847 0 138586 0 108237 0 24678 0 853954 0 55960 0 SHELA KANESHIRO SVP, CHIEF MARK & COMM OFFICER 398374 0 127508 0 103236 0 93445 0 19126 0 741689 0 41736 0 STEPHEN MCNAMARA SVP, PFS AND CFO SHP 357945 0 72481 0 126924 0 62218 0 16378 0 635946 0 0 0 JOHN SOMERS VP, REAL ESTATE & FACILITIES 377913 0 74920 0 48549 0 29700 0 10380 0 541462 0 0 0 TROY D VEILLEUX VP, INFORMATION SYSTEMS 373152 0 74879 0 56384 0 16500 0 15779 0 536694 0 0 0 CHRISTOPHER FINCH VP, CHIEF COMPLIANCE OFFICER 307649 0 62072 0 85493 0 33000 0 25277 0 513491 0 0 0 KRISTEN L PUGH VP, ADVOCACY & GOVERN RELATION 330634 0 64586 0 85106 0 16500 0 1135 0 497961 0 0 0 RICHELE S CRAVEIRO-STEELE VP, PUBLIC RELATIONS & COMMUN 284359 0 57445 0 53113 0 76400 0 25191 0 496508 0 0 0 ELIZABETH ACORD VP, ONCOLOGY 360302 0 71183 0 35978 0 16500 0 10320 0 494283 0 0 0 JAMES M JONES VP, QUALITY & RISK MANAGEMENT 310232 0 61136 0 88815 0 16500 0 6617 0 483300 0 0 0 DONALD THOMPSON ASSISTANT GENERAL COUNSEL 334279 0 26186 0 80406 0 16500 0 17983 0 475354 0 0 0 KAREN WEINSTEIN ASSISTANT GENERAL COUNSEL 306112 0 24582 0 78375 0 26400 0 25105 0 460574 0 0 0 DOUGLAS FARLEY VP, SUPPLY CHAIN 325782 0 50631 0 61374 0 10045 0 9395 0 457227 0 0 0 ROBERT D LONTO VP, TOTAL REWARDS & SYSTEMS 311095 0 74962 0 38847 0 16500 0 14015 0 455419 0 0 0 SETH ELLIS VP, CLINICAL INTEGRATION 301243 0 60567 0 34023 0 19800 0 22449 0 438082 0 0 0 JENNIFER L TINAJERO VP, CLINICAL TRANSFORMATION 268045 0 53516 0 59275 0 16500 0 3190 0 400526 0 0 0 LAUREN T PRIVITERA VP, RESEARCH ADMINISTRATION 278843 0 48089 0 36946 0 16500 0 6299 0 386677 0 0 0 PART I, LINE 4B SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN: THE ORGANIZATION MAINTAINS A DEFINED CONTRIBUTION PLAN UNDER WHICH, WITH LIMITED EXCEPTIONS REFERENCED BELOW, EACH YEAR'S CONTRIBUTION VESTS AFTER A PREDEFINED SCHEDULE CONDITIONED UPON THE RECIPIENT'S CONTINUED EMPLOYMENT WITH THE ORGANIZATION AS OF SUCH DATE. CONTRIBUTIONS THAT ARE SUBJECT TO A FUTURE VESTING CONDITION OR EVENT ARE REPORTED AS "RETIREMENT AND DEFERRED COMPENSATION" ON SCHEDULE J, PART II, COLUMN (C). CONTRIBUTIONS THAT ARE IMMEDIATELY VESTED UNDER THE CIRCUMSTANCES REFERENCED BELOW ARE REPORTED AS "OTHER REPORTABLE COMPENSATION" ON SCHEDULE J, PART II, COLUMN (B)(III). DURING THE 2023 CALENDAR YEAR, THE ORGANIZATION MADE THE FOLLOWING DISTRIBUTIONS TO THE FOLLOWING INDIVIDUALS: BARRY S. ARBUCKLE - $494,388 KAREN A. TESTMAN - $211,689 THOMAS J. LEARY - $67,771 LAURIE D. SICAEROS - $59,729 STEVEN BEAL - $58,289 JOHN D. CASCELL - $44,765 PARTICIPANTS WHO ATTAIN SPECIFIC AGE AND YEARS OF SERVICE REQUIREMENTS ARE FULLY VESTED IN THEIR PLAN BENEFIT AND EACH SUBSEQUENT CONTRIBUTION IS VESTED ON A QUARTERLY BASIS WHEN PAID. FOR THE 2023 CALENDAR YEAR, THE FOLLOWING INDIVIDUALS RECEIVED THE FOLLOWING VESTED CONTRIBUTIONS AND PAYMENTS, WHICH WERE INCLUDED ON THEIR 2023 W-2 AND WHICH ARE REPORTED AS "OTHER REPORTABLE COMPENSATION" ON SCHEDULE J, PART II, COLUMN B(III): CATHY D. CAPALDI - $63,039 HELEN L. MACFIE - $56,121 IF A PARTICIPANT IN THE PLAN IS TERMINATED WITHOUT CAUSE PRIOR TO THE NORMAL THREE-YEAR VESTING DATE, THEN SUCH PARTICIPANT VESTS IN AND IS ENTITLED TO PAYMENT OF THE BALANCE IN THE PARTICIPANT'S PLAN ACCOUNT AS OF THE DATE OF TERMINATION. PART I, LINE 7 CERTAIN EXECUTIVES RECEIVE PART OF THEIR OVERALL COMPENSATION IN THE FORM OF AN ANNUAL INCENTIVE PAYMENT. SEVERAL FINANCIAL AND NON-FINANCIAL METRICS ARE UTILIZED IN THE FORMULA FOR THE INCENTIVE COMPENSATION, AND THESE METRICS AND THE FORMULA ARE REVIEWED AND APPROVED EACH YEAR IN ADVANCE BY THE COMPENSATION COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS. PAYMENT OF ANY INCENTIVE COMPENSATION MUST BE APPROVED BY THE COMPENSATION COMMITTEE AFTER IT HAS REVIEWED THE METRICS TO DETERMINE WHETHER THEY HAVE BEEN MET AND THE AMOUNT OF THE PAYMENTS (IF ANY) BASED ON THE APPROVED FORMULA. A CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY 521643828 13033L2R7 2013-11-20 100000000 SEE PART VI 0 0 0 B CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY 521643828 2016-09-01 50000000 SEE PART VI 0 0 0 C CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY 521643828 2016-09-01 65000000 SEE PART VI 0 0 0 A 50000000 100000000 100000000 2015 0 0 1 1 B 10870000 50000000 50000000 0 1 1 1 C 14130000 65000000 65000000 1 0 1 1 A 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 B 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 C 0 0 0 0 0.00000 0.00000 0.00000 0 0 0 A 0 0 0 1 1 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 1 0 0 1 0 0 0 1 A 1 B 1 C 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY DATE THE REBATE COMPUTATION WAS PERFORMED: 10/17/2018 SCHEDULE K, PART I, COLUMN F, BOND A: THE BONDS WERE USED FOR THE BENEFIT OF WHOLLY CONTROLLED AFFILIATES OF MEMORIAL HEALTH SERVICES WHICH ARE EXEMPT FROM TAX AS PUBLIC CHARITIES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. SCHEDULE K, PART I, COLUMN F, BOND B: THE BONDS WERE USED FOR ADVANCE REFUNDING OF THE 2013B BONDS, WHICH WERE ORIGINALLY ISSUED ON NOVEMBER 1, 2013. SCHEDULE K, PART I, COLUMN F, BOND C: THE BONDS WERE USED FOR CURRENT REFUNDING OF THE 1991 BONDS, WHICH WERE ORIGINALLY ISSUED ON OCTOBER 1, 1991. JAMES D LEO MD INC SEE PART V 364820 ADMINISTRATIVE SERVICES PROVIDED BY DIRECTOR'S BUSINESS. 0 SCHEDULE L, PART IV JIM LEO, MD IS A BOARD MEMBER OF MHS AND THE OWNER OF JAMES D LEO MD INC. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION ENGAGES AN INDEPENDENT ACCOUNTING FIRM TO ASSIST WITH THE PREPARATION OF ITS ANNUAL FORM 990, AND THE CHIEF FINANCIAL OFFICER WITH ASSISTANCE FROM OTHER EXECUTIVES AND INCLUDING FINANCE, LEGAL, COMPLIANCE AND GOVERNMENT RELATIONS, PROVIDE ALL THE FINANCIAL DATA AND OTHER INFORMATION FOR THE REPORTING PERIOD NECESSARY TO COMPLETE THE FORM 990. THE CHIEF FINANCIAL OFFICER AND SENIOR VICE PRESIDENT OF CORPORATE FINANCE AND TREASURER THEN REVIEW THE FORM 990, WITH ASSISTANCE FROM OTHER EXECUTIVES AS NEEDED OR APPROPRIATE. FINALLY, THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE MEMORIALCARE HEALTH SYSTEM BOARD OF DIRECTORS FOR REVIEW PRIOR TO A MEETING OF THE BOARD OF DIRECTORS, SO THAT ANY QUESTIONS OR CONCERNS CAN BE ADDRESSED AT THE MEETING OF THE BOARD AND PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C EACH DIRECTOR, OFFICER, AND KEY EMPLOYEE IS REQUIRED TO COMPLETE AN ANNUAL SURVEY THAT REQUIRES DISCLOSURE OF ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AND AFFIRMATION THAT THE ORGANIZATION'S CONFLICT OF INTEREST POLICY HAS BEEN READ AND UNDERSTOOD. THE RESULTS OF THE SURVEY ARE REPORTED TO THE ORGANIZATION'S EXECUTIVE LEADERSHIP AND THE ORGANIZATION'S BOARD OF DIRECTORS. QUESTIONS AND CONFLICTS ARE EVALUATED IN CONSULTATION WITH THE ORGANIZATION'S LEGAL, COMPLIANCE, AND FINANCE EXECUTIVES, AND OUTSIDE EXPERTS AS NECESSARY, SO THAT CONFLICTS MAY BE APPROPRIATELY MANAGED AND ADDRESSED IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT CORPORATION LAW AND THE APPLICABLE PRINCIPLES GOVERNING TAX EXEMPT PUBLIC CHARITIES. IN ADDITION, AN ANNUAL NOTICE IS SENT TO EACH EMPLOYEE TO REMIND EMPLOYEES OF THE ORGANIZATION'S POLICY REGARDING THE ACCEPTANCE OF GIFTS FROM VENDORS AND OTHERS WHO DO OR SEEK TO DO BUSINESS WITH THE ORGANIZATION. FINALLY, EACH EMPLOYEE IS REQUIRED TO ATTEST ANNUALLY THAT THEY HAVE READ AND UNDERSTOOD THE ORGANIZATION'S CODE OF CONDUCT. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF ALL EXECUTIVES HOLDING THE POSITION OF VICE PRESIDENT OR HIGHER (E.G., SENIOR VICE PRESIDENT OR C-LEVEL OFFICER), INCLUDING THE CEO, IS REVIEWED ANNUALLY BY AN INDEPENDENT CONSULTANT WITH EXPERTISE IN ASSESSING WHETHER EXECUTIVE COMPENSATION IS REASONABLE AND CONSISTENT WITH FAIR MARKET VALUE, CONSIDERING APPROPRIATE MARKET DATA. THE RESULTS OF THIS REVIEW ARE PRESENTED TO THE COMPENSATION COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS FOR CONSIDERATION, AND BASED UPON THIS INFORMATION, COMPENSATION (INCLUDING ANY PROPOSED CHANGES TO COMPENSATION) IS APPROVED ONLY IF THE COMPENSATION COMMITTEE, HAVING CONSIDERED THE REVIEW AND DATA PRESENTED BY THE INDEPENDENT EXPERT CONSULTANT, DETERMINES THAT THE COMPENSATION IS REASONABLE AND CONSISTENT WITH FAIR MARKET VALUE. SUCH DETERMINATIONS ARE REFLECTED IN THE MINUTES OF THE MEETING(S) OF THE COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS (ARTICLES OF INCORPORATION, BYLAWS) AVAILABLE TO THE GENERAL PUBLIC. HOWEVER, THE ARTICLES OF INCORPORATION ARE AVAILABLE FROM THE CALIFORNIA SECRETARY OF STATE'S OFFICE. THE ORGANIZATION'S RESEARCH CONFLICT OF INTEREST POLICY IS POSTED ON THE ORGANIZATION'S WEBSITE AT HTTPS://WWW.MEMORIALCARE.ORG/POLICIES-LEGAL-NOTICES/CONFLICT-INTEREST-RESEAR CH-POLICY-702. THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. THE ORGANIZATION'S VARIOUS POLICIES GOVERNING CONFLICTS, COMPLIANCE AND ETHICS ARE SUMMARIZED IN THE ORGANIZATION'S CODE OF CONDUCT, WHICH IS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. PART XII, LINE 3B: THE SINGLE AUDIT IS WAS FILED ON SEPTEMBER 18, 2024. MEMORIALCARE CLINICALLY INTEGRATED NETWORK LLC 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 951643381 HEALTHCARE CA 2721315 0 MHS MILLER CHILDREN'S CARE NETWORK LLC 17360 BROOKHURST STREET FOUNTAIN VALLEY CA 92708 922707306 HEALTHCARE CA 0 0 MHS MEMORIALCARE CAPTIVE INSURANCE COMPANY LLC 8601 N SCOTTSDALE ROAD SUITE 300 SCOTTSDALE AZ 85253 934341328 INSURANCE CAPTIVE ENTITY AZ 4536446 2155078 MHS MEMORIALCARE SELECT HEALTH PLAN 2801 ATLANTIC AVENUE LONG BEACH CA 90806 461870181 MEDICAL SVCS CA 501(C)(4) MHS 1 SADDLEBACK MEMORIAL FOUNDATION 24451 HEALTH CENTER DRIVE LAGUNA HILLS CA 92653 330011887 PHILANTHROPIC CA 501(C)(3) LINE 7 SMMC 1 MEMORIAL MEDICAL CENTER FOUNDATION 2801 ATLANTIC AVENUE LONG BEACH CA 90806 956105984 PHILANTHROPIC CA 501(C)(3) LINE 7 LBMMC 1 BEACH SURGICAL HOLDINGS LLC 3000 RIVERCHASE GALLERIA STE 500 BIRMINGHAM AL 35244 371708521 HEALTHCARE CA MCMF RELATED 4756438 15836355 0 1 0.51000 RMV MOB I LLC 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 301013230 OWN, OPERATE, LEASE, MAINTAIN MEDICAL OFFICE BLDG PROP, RANCHO MISSION VIEJO CA MCMF UNRELATED -88069 6881633 0 1 0.60970 MC FV MOB I LLC 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 464578097 OWN, OPERATE, LEASE, MAINTAIN THE MEDICAL OFFICE BLDG PROP, FOUNTAIN VALLEY CA MCMF UNRELATED 91974 1564093 0 1 0.25300 MEMORIALCARE HOME HEALTH LLC 23521 PASEO DE VALENCIA STE 100 LAGUNA HILLS CA 92653 463056446 HEALTHCARE CA SMMC RELATED 3192078 1063763 0 0 0.60000 MEMORIALCARE INNOVATION FUND LP 320 GOLDEN SHORE AVENUE STE 120 LONG BEACH CA 90802 460791893 INVESTMENTS CA MHS EXCLUDED -12045358 95367198 0 0 1.00000 SUMMATION HEALTH VENTURES LP 320 GOLDEN SHORE AVENUE STE 120 LONG BEACH CA 90802 465252681 INVESTMENTS DE MHS RELATED 150773 37706644 0 1 0.50000 BRISTOL PARK INVESTMENT GROUP I LP 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 330180494 OWN, LEASE, PROVIDE MANAGEMENT SERVICES FOR MEDICAL OFFICE BUILDING CA MCMF UNRELATED 4730 39752 0 1 0.02000 BRISTOL PARK INVESTMENT GROUP II LP 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 330180495 OWN, LEASE, PROVIDE MANAGEMENT SERVICES FOR MEDICAL OFFICE BUILDING CA MCMF UNRELATED 6822 165143 0 1 0.02000 BRISTOL PARK INVESTMENT GROUP III LP 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 330226684 OWN, LEASE, PROVIDE MANAGEMENT SERVICES FOR MEDICAL OFFICE BUILDING CA MCMF UNRELATED 24444 134437 0 1 0.02000 BRISTOL PARK INVESTMENT GROUP V LP 17360 BROOKHURST ST FOUNTAIN VALLEY CA 92708 330975781 OWN, LEASE, PROVIDE MANAGEMENT SERVICES FOR MEDICAL OFFICE BUILDING CA MCMF UNRELATED 11187 54698 0 1 0.02000 NATIONAL HEALTHCARE SERVICES 330 GOLDEN SHORE AVENUE LONG BEACH CA 90802 953496341 MEDICAL INVESTING CA MHS C 167841 2091949 1.00000 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 1 0 1 1 MEMORIAL MEDICAL CENTER FOUNDATION C 750000 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN J 173452 ACCRUAL MEMORIALCARE MEDICAL FOUNDATION N 47466051 ACCRUAL ORANGE COAST MEMORIAL MEDICAL CENTER N 36321999 ACCRUAL SADDLEBACK MEMORIAL MEDICAL CENTER N 38982878 ACCRUAL LONG BEACH MEMORIAL MEDICAL CENTER N 112870909 ACCRUAL CLINICALLY INTEGRATED NETWORK N 208333 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN N 570904 ACCRUAL MEMORIALCARE MEDICAL FOUNDATION O 8503521 ACCRUAL ORANGE COAST MEMORIAL MEDICAL CENTER O 6507069 ACCRUAL SADDLEBACK MEMORIAL MEDICAL CENTER O 6983765 ACCRUAL LONG BEACH MEMORIAL MEDICAL CENTER O 20220771 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN O 102277 ACCRUAL MEMORIALCARE MEDICAL FOUNDATION P 473101001 ACCRUAL ORANGE COAST MEMORIAL MEDICAL CENTER P 445167369 ACCRUAL SADDLEBACK MEMORIAL MEDICAL CENTER P 318525262 ACCRUAL LONG BEACH MEMORIAL MEDICAL CENTER P 1065360697 ACCRUAL CLINICALLY INTEGRATED NETWORK P 92455 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN P 3606863 ACCRUAL MEMORIAL MEDICAL CENTER FOUNDATION P 317225 ACCRUAL NATIONAL HEALTHCARE SERVICES P 91260 ACCRUAL SADDLEBACK MEMORIAL FOUNDATION P 55188 ACCRUAL MEMORIALCARE MEDICAL FOUNDATION R 81951250 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN R 5000000 ACCRUAL MEMORIALCARE MEDICAL FOUNDATION S 383464412 ACCRUAL ORANGE COAST MEMORIAL MEDICAL CENTER S 516541828 ACCRUAL SADDLEBACK MEMORIAL MEDICAL CENTER S 384088419 ACCRUAL LONG BEACH MEMORIAL MEDICAL CENTER S 1124851518 ACCRUAL MEMORIALCARE SELECT HEALTH PLAN S 3990652 ACCRUAL MEMORIAL MEDICAL CENTER FOUNDATION S 380010 ACCRUAL NATIONAL HEALTHCARE SERVICES S 85108 ACCRUAL SCHEDULE R, PART II MEMORIAL HEALTH SERVICES IS RELATED TO AFFILIATED ORGANIZATIONS THAT ARE INCLUDED IN THE MEMORIAL HEALTH SERVICES GROUP EXEMPTION. THE AFFILIATED ORGANIZATIONS OF THE MEMORIAL HEALTH SERVICES GROUP EXEMPTION HAVE NOT BEEN INCLUDED ON SCHEDULE R, PART II, IN ACCORDANCE WITH THE IRS INSTRUCTIONS.