TY 2023 Form 990

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) CAROL L FOLT...................................................................... University President	2.0 ................. 50.0	X					4,004,857	976,418
(2) STEVEN D SHAPIRO MD...................................................................... SVP, Health Affairs	2.0 ................. 56.0	X					3,022,882	294,862
(3) ROD HANNERS...................................................................... Director/CEO & President	2.0 ................. 55.5	X	X				2,288,159	59,481
(4) CAROLYN MELTZER MD...................................................................... Director	2.0 ................. 52.5	X					1,608,522	50,764
(5) DAVID PENG MD MPH...................................................................... CHIEF CLINICAL OFFICER	56.5 ................. 8.5			X			1,482,989	85,141
(6) BEONG-SOO KIM...................................................................... Secretary	2.0 ................. 56.0		X				1,270,799	239,341
(7) ERIK BRINK...................................................................... Treasurer	2.0 ................. 56.0		X				1,302,529	146,400
(8) SHAWN T SHEFFIELD...................................................................... Chief Strategy Officer	40.0 ................. 2.0			X			921,456	144,138
(9) CHRIS ALLEN...................................................................... SEE SCHEDULE O FOR TITLE	40.0 ................. 0.0			X			900,686	64,204
(10) TIMOTHY MALSEED...................................................................... CHIEF INFO. OFFICER - KMC	40.0 ................. 0.0			X			807,957	52,636
(11) TAMARA CAPRETTA MPH RN...................................................................... AVP, HEALTHCARE COMPLIANCE	40.0 ................. 4.0				X		753,550	51,524
(12) ERNEST SCHWEFLER...................................................................... CHIEF CONTRACTING OFFICER	40.0 ................. 0.0				X		630,106	146,539
(13) KRIST AZIZIAN...................................................................... CHIEF PHARMACY OFFICER	40.0 ................. 0.0			X			650,165	85,284
(14) EKTA VYAS...................................................................... CHIEF HUMAN RESOURCES OFFICER	40.0 ................. 0.0				X		602,260	78,610
(15) JAMES M STATEN...................................................................... SEE SCHEDULE O FOR TITLE	2.0 ................. 58.5					X	604,125	54,317
(16) JEFFREY HAY...................................................................... Value Based Service Org - CMO	40.0 ................. 0.0				X		593,026	60,451
(17) AJAY VYAS...................................................................... SEE SCHEDULE O FOR TITLE	40.0 ................. 0.0				X		503,413	76,922

(A) Name and business address	(B) Description of services	(C) Compensation
DELOITTE CONSULTING LLP, 4022 SELLS DRIVE HERMITAGE,TN37076	CONSULTING SERVICES	18,110,174
METIC TRANSPLANTATION LAB, 5370 ALHAMBRA AVENUE SUITE H LOS ANGELES,CA900323405	LAB SERVICES	9,983,085
MILNER BUTCHER MEDIA GROUP, 11150 OLYMPIC BLVD SUITE 835 LOS ANGELES,CA900641854	MARKETING SERVICES	7,961,106
CONIFER HEALTH SOLUTIONS, 1500 SOUTH DOUGLASS ROAD ANAHEIM,CA928060000	CONSULTING SERVICES	7,459,550
HELTON LAW GROUP, 1590 CORPORATE DR COSTA MESA,CA92626	LEGAL SERVICES	5,471,174
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 85

- TIN:

SCHEDULE A
(Form 990)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow

Attach to Form 990 or Form 990-EZ.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E (Form 990).)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 33 1/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................... 5

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) UNIVERSITY OF SOUTHERN CALIFORNIA	951642394	2	Yes		27,049,383	0
(B) USC ARCADIA HOSPITAL	951643336	3	Yes		10,203,000	0
(C) USC CARE MEDICAL GROUP INC	954540991	10	Yes		0	0
(D) USC VERDUGO HILLS HOSPITAL	851634852	3	Yes		0	0
(E) KECK MEDICAL CENTER OF USC	851644866	3	Yes		0	0
Total 5					37,252,383	0

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.

Cat. No. 11285F

Schedule A (Form 990) 2023

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf ....
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) ..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

Gross receipts from related activities, etc. (see instructions) ..................

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here ........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2022 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2023. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2022. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2023. If the organization did not check a box on line 13, 16a, or 16b, and line 14 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

10%-facts-and-circumstances test—2022. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line 15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization ............ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990) 2023

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support. (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2019	(b) 2020	(c) 2021	(d) 2022	(e) 2023	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First 5 years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2023 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2022 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2023 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2022 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests-2023. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3 % support tests—2022. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990) 2023

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Yes

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer lines 3b and 3c below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked box 12a or 12b in Part I, answer lines 4b and 4c below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer lines 5b and 5c below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described on line 7? If “Yes,” complete Part I of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons, as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined on line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined on line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990) 2023

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Yes

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Yes

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in line 2 above, did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer lines 2a and 2b below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described on line 2a, above constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer lines 3a and 3b below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations?If "Yes" or "No", provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990) 2023

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by 0.035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990) 2023

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2023 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2023	(iii) Distributable Amount for 2023
1 Distributable amount for 2023 from Section C, line 6
2 Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2023:
a From 2018.......
b From 2019.......
c From 2020.......
d From 2021.......
e From 2022.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2023 distributable amount
i Carryover from 2018 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2023 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2023 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2023. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2024. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2019.....
b Excess from 2020.....
c Excess from 2021.....
d Excess from 2022.....
e Excess from 2023.....

Schedule A (Form 990) (2023)

Schedule A (Form 990) 2023

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
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.

Schedule A (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ
or on its Form 990PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990) (2023)

Schedule B (Form 990) (2023) Page 2

Name of organization USC HEALTH SYSTEM

Part I Contributors	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990) (2023)

Schedule B (Form 990) (2023)

Page 3

Name of organization USC HEALTH SYSTEM		Employer identification number 85-0666499

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990) (2023)

Schedule B (Form 990) (2023)

Page 4


Name of organization USC HEALTH SYSTEM			Employer identification number 85-0666499
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990) (2023)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
right arrow

Attach to Form 990.
right arrow

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public Inspection

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after July 25, 2006, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year right arrow

Number of states where property subject to conservation easement is located right arrow

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... right arrow

(ii)

Assets included in Form 990, Part X ............................... right arrow

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... right arrow

Assets included in Form 990, Part X ............................... right arrow

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2022

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a) Current year	(b) Prior year	(c) Two years back	(d) Three years back	(e) Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment right arrow

Permanent endowment right arrow

Term endowment right arrow

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) Unrelated organizations .................

3a(i)

(ii) Related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....
b	Buildings ....
c	Leasehold improvements	2,254,567	105,592	2,148,975
d	Equipment ....	1,889,494	691,602	1,197,892
e	Other .....	31,846,864		31,846,864
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				35,193,731

Schedule D (Form 990) 2022

Page 3

Part VII

Investments - Other Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) Financial derivatives.........
(2) Closely-held equity interests........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1)RIGHT OF USE ASSET - OPERATING				81,596,316
(2)DUE FROM AFFILIATES				14,048,679
(3)BENEFICIAL INTEREST IN PARENT				6,950,190
(4)PLEDGES RECEIVABLE				1,302,046
(5)OTHER CURRENT ASSETS				7,852,540
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				111,749,771

Part X

Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
DUE TO USC	460,544,068
DUE TO AFFILIATES	64,176,634
LONG-TERM OPERATING LEASE OBL.	62,424,855
CURRENT PORTION OPERATING LEASE OBL.	20,419,655
LONG-TERM OF FINANCE LEASE OBL.	2,326,408
CURRENT PORTION FINANCE LEASE OBL.	1,085,938



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	610,977,558
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2022

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1..................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b....................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities .........	2a
b	Prior year adjustments ............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ...........	2d
e	Add lines 2a through 2d....................		2e
3	Subtract line 2e from line 1...................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.....................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
SCHEDULE D, PART X, LINE 2	USC HEALTH SYSTEM DOES NOT HAVE A FIN 48 FOOTNOTE AS ANY UNCERTAIN TAX POSITIONS WERE DEEMED IMMATERIAL.

Schedule D (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic

Attach to Form 990.
medium right arrow graphic

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes on Line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked on Line 1a? ....

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? .............

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ....................

Any related organization? .......................

If "Yes," on line 5a or 5b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ..................

Any related organization? ......................

If "Yes," on line 6a or 6b, describe in Part III.

For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III ..........................

If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2023

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1CHRIS ALLEN SEE SCHEDULE O FOR TITLE	(i) (ii)	0 ------------- 675,872	0 ------------- 169,367	0 ------------- 55,447	0 ------------- 33,000	0 ------------- 31,204	0 ------------- 964,890	0 ------------- 0
2KRIST AZIZIAN CHIEF PHARMACY OFFICER	(i) (ii)	0 ------------- 538,303	0 ------------- 81,387	0 ------------- 30,475	0 ------------- 33,000	0 ------------- 52,284	0 ------------- 735,449	0 ------------- 0
3ERIK BRINK Treasurer	(i) (ii)	0 ------------- 1,029,324	0 ------------- 150,000	0 ------------- 123,205	0 ------------- 69,458	0 ------------- 76,942	0 ------------- 1,448,929	0 ------------- 0
4TAMARA CAPRETTA MPH RN AVP, HEALTHCARE COMPLIANCE	(i) (ii)	0 ------------- 580,579	0 ------------- 133,136	0 ------------- 39,835	0 ------------- 33,000	0 ------------- 18,524	0 ------------- 805,074	0 ------------- 0
5CAROL L FOLT University President	(i) (ii)	0 ------------- 1,963,839	0 ------------- 850,000	0 ------------- 1,191,018	0 ------------- 951,667	0 ------------- 24,751	0 ------------- 4,981,275	0 ------------- 0
6ROD HANNERS Director/CEO & President	(i) (ii)	0 ------------- 1,287,277	0 ------------- 771,374	0 ------------- 229,508	0 ------------- 33,000	0 ------------- 26,481	0 ------------- 2,347,640	0 ------------- 0
7JEFFREY HAY Value Based Service Org - CMO	(i) (ii)	0 ------------- 434,558	0 ------------- 110,451	0 ------------- 48,017	0 ------------- 33,000	0 ------------- 27,451	0 ------------- 653,477	0 ------------- 0
8BEONG-SOO KIM Secretary	(i) (ii)	0 ------------- 821,257	0 ------------- 300,000	0 ------------- 149,542	0 ------------- 233,000	0 ------------- 6,341	0 ------------- 1,510,140	0 ------------- 0
9TIMOTHY MALSEED CHIEF INFO. OFFICER - KMC	(i) (ii)	0 ------------- 599,084	0 ------------- 141,492	0 ------------- 67,381	0 ------------- 33,000	0 ------------- 19,636	0 ------------- 860,593	0 ------------- 0
10CAROLYN MELTZER MD Director	(i) (ii)	0 ------------- 1,286,022	0 ------------- 200,000	0 ------------- 122,500	0 ------------- 11,267	0 ------------- 39,497	0 ------------- 1,659,286	0 ------------- 0
11DAVID PENG MD MPH CHIEF CLINICAL OFFICER	(i) (ii)	0 ------------- 1,037,304	0 ------------- 310,000	0 ------------- 135,685	0 ------------- 33,000	0 ------------- 52,141	0 ------------- 1,568,130	0 ------------- 0
12ERNEST SCHWEFLER CHIEF CONTRACTING OFFICER	(i) (ii)	0 ------------- 463,616	0 ------------- 114,195	0 ------------- 52,295	0 ------------- 33,000	0 ------------- 113,539	0 ------------- 776,645	0 ------------- 0
13STEVEN D SHAPIRO MD SVP, Health Affairs	(i) (ii)	0 ------------- 1,615,877	0 ------------- 1,000,000	0 ------------- 407,005	0 ------------- 233,000	0 ------------- 61,862	0 ------------- 3,317,744	0 ------------- 609,375
14SHAWN T SHEFFIELD Chief Strategy Officer	(i) (ii)	0 ------------- 681,906	0 ------------- 161,152	0 ------------- 78,398	0 ------------- 33,000	0 ------------- 111,138	0 ------------- 1,065,594	0 ------------- 0
15JAMES M STATEN SEE SCHEDULE O FOR TITLE	(i) (ii)	0 ------------- 233,612	0 ------------- 0	0 ------------- 370,513	0 ------------- 33,000	0 ------------- 21,317	0 ------------- 658,442	0 ------------- 0
16ERIC STRUCKO CFO (UNTIL 2/17/23)	(i) (ii)	0 ------------- 159,742	0 ------------- 0	0 ------------- 147,830	0 ------------- 30,953	0 ------------- 3,885	0 ------------- 342,410	0 ------------- 0
17AJAY VYAS SEE SCHEDULE O FOR TITLE	(i) (ii)	0 ------------- 393,650	0 ------------- 92,100	0 ------------- 17,663	0 ------------- 33,000	0 ------------- 43,922	0 ------------- 580,335	0 ------------- 0
18EKTA VYAS CHIEF HUMAN RESOURCES OFFICER	(i) (ii)	0 ------------- 481,725	0 ------------- 103,613	0 ------------- 16,922	0 ------------- 32,420	0 ------------- 46,190	0 ------------- 680,870	0 ------------- 0

Schedule J (Form 990) 2023

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.

Return Reference	Explanation
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.

Schedule J (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Return Reference	Explanation
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

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2023

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
Attach to Form 990.
Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2023

Open to Public Inspection

Name of the organization

USC HEALTH SYSTEM

Employer identification number

85-0666499

Part I

Identification of Disregarded Entities. Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)ICT PRODUCTIONS INC C/O USC UGB203 LOS ANGELES,CA90089 95-4843260	EDUC. MEDIA	CA	501(C)(3)	12A	USC	Yes
(2)DAVID X MARKS FOUNDATION C/O USC UGB203 LOS ANGELES,CA90089 95-6034304	USC SUPPORT	CA	501(C)(3)	12A	USC	Yes
(3)USC CARE MEDICAL GROUP INC 1510 SAN PABLO ST SUITE 649 LOS ANGELES,CA90033 95-4540991	MANAGED CARE	CA	501(C)(3)	10	USC	Yes
(4)SURVIVORS OF SHOAH VISUAL HISTORY FDN C/O USC 650 W 35TH ST LOS ANGELES,CA90089 95-4474965	EDUC. MEDIA	CA	501(C)(3)	7	USC	Yes
(5)USC VERDUGO HILLS HOSPITAL FOUNDATION 1812 VERDUGO BLVD GLENDALE,CA91208 95-3247823	USC SUPPORT	CA	501(C)(3)	12A	VHH	Yes
(6)ALBEDO INSURANCE COMPANY IC UNIVERSITY GARDENS UGB203 LOS ANGELES,CA90089 85-1454978	USC SUPPORT	VT	501(C)(3)	12A	USC	Yes
(7)USC CAPTIVE INSURANCE COMPANY UNIVERSITY GARDENS UGB203 LOS ANGELES,CA90089 85-1454519	USC SUPPORT	VT	501(C)(3)	12A	USC	Yes
(8)GENERAL LIABILITY DEFENSE IC UNIVERSITY GARDENS UGB203 LOS ANGELES,CA90089 85-1472543	USC SUPPORT	VT	501(C)(3)	12A	USC	Yes
(9)USC VERDUGO HILLS HOSPITAL 1812 VERDUGO BOULEVARD GLENDALE,CA91208 85-1634852	HOSPITAL	CA	501(C)(3)	3	USC HEALTH	Yes
(10)KECK MEDICAL CENTER OF USC 1510 SAN PABLO STREET LOS ANGELES,CA90033 85-1644866	HOSPITAL	CA	501(C)(3)	3	USC HEALTH	Yes
(11)UNIVERSITY OF SOUTHERN CALIFORNIA UNIVERSITY GARDENS UGB203 LOS ANGELES,CA90089 95-1642394	EDUCATION	CA	501(C)(3)	2	NA		No
(12)NAT'L HLTHCRE RESEARCH & EDUC FINANCE CO 1445 ROSS AVENUE STE 3800 DALLAS,TX75202 31-1707979	USC SUPPORT	TX	501(C)(3)	12C	NA		No
(13)THE ASC TRUST AT USC C/O R FOX 1500 MARKET STREET PHILADELPHIA,PA19102 77-6216147	USC SUPPORT	PA	501(C)(3)	12D	NA		No
(14)PACIFIC-12 CONFERENCE 1350 TREAT BOULEVARD WALNUT CREEK,CA94597 94-1459048	USC SUPPORT	CA	501(C)(3)	12A	NA		No
(15)USC ARCADIA HOSPITAL 300 WEST HUNTINGTON DRIVE ARCADIA,CA91007 95-1643336	HOSPITAL	CA	501(C)(3)	3	USC HEALTH	Yes
(16)ALDERSGATE MEDICAL SERVICES 300 WEST HUNTINGTON DRIVE ARCADIA,CA91007 95-3702057	SUPPORT ORG	CA	501(C)(3)	12A	USCAH	Yes
(17)USC ARCADIA HOSPITAL FOUNDATION 300 WEST HUNTINGTON DRIVE ARCADIA,CA91007 95-3407027	FUNDRAISING	CA	501(C)(3)	7	USCAH	Yes
(18)WOMEN'S AUXILIARY OF METHODIST HOSPITAL 300 WEST HUNTINGTON DRIVE ARCADIA,CA91007 95-4123357	HEALTHCARE	CA	501(C)(3)	12D	NA		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2023

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership
(1) HM FUND II 150 EAST 58TH ST NY,NY10155 87-1030738	INVESTMENTS	NY	USC					0
(2) STRIPES V MEADOWS CO-INVEST LP 40 10TH AVE NY,NY10014 86-2543648	INVESTMENTS	NY	USC					0
(3) CHATEAU LATOUR SPVI LLC 1501 COLORADO AVENUE STE B SANTA MONICA,CA90404 87-0998362	INVESTMENTS	CA	USC					0
(4) RF-PUMA CO-INVEST LP 1316 ADAMS STREET SUITE 400 NASHVILLE,TN37208 92-3342416	INVESTMENTS	TN	USC					0

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust. Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	Yes	No
(1) MAY ROBERTS DEWRIGHT TRUST UNIVERSITY GARDENS - UGB203 LOS ANGELES,CA900898003 95-6284845	USC SUPPORT	CA	NA	T				Yes
(2) INTEGRATED DIGITAL ASSET CORPORATION UNIVERSITY GARDENS - UGB203 LOS ANGELES,CA900898003 95-4680904	3RD PARTY CON	CA	NA	C				Yes
(3) CHARITABLE REMAINDER TRUST (346)	FUNDRAISING	CA	NA	T				Yes
(4) POOLED INCOME FUND (1)	FUNDRAISING	CA	NA	T				Yes
(5) CHARITABLE REMAINDER TRUST (1)	INVESTMENT	CA	USCAHF	T				Yes

Schedule R (Form 990) 2023

Page 3

Part V

Transactions With Related Organizations. Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................

b Gift, grant, or capital contribution to related organization(s) ............................

c Gift, grant, or capital contribution from related organization(s) ............................

Yes

d Loans or loan guarantees to or for related organization(s) ............................

e Loans or loan guarantees by related organization(s) ............................

f Dividends from related organization(s) ............................

g Sale of assets to related organization(s) ............................

h Purchase of assets from related organization(s) ............................

i Exchange of assets with related organization(s) ............................

j Lease of facilities, equipment, or other assets to related organization(s) .......................

k Lease of facilities, equipment, or other assets from related organization(s) ......................

l Performance of services or membership or fundraising solicitations for related organization(s) .....................

m Performance of services or membership or fundraising solicitations by related organization(s) .................

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................

Yes

o Sharing of paid employees with related organization(s) ............................

Yes

p Reimbursement paid to related organization(s) for expenses ............................

Yes

q Reimbursement paid by related organization(s) for expenses ............................

Yes

r Other transfer of cash or property to related organization(s) ............................

Yes

s Other transfer of cash or property from related organization(s) ............................

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2023

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership. Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

Schedule R (Form 990) 2023

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation
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.

Schedule R (Form 990) 2023

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: SEE SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	7
5	Total number of individuals employed in calendar year 2023 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,708,044	1,081,313
9	Program service revenue (Part VIII, line 2g) .........	21,019,895	8,618,332
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	49,024
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	22,727,939	9,748,669
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	138,830,609	144,230,059
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	165,035,607	-127,060,695
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	303,866,216	17,169,364
19	Revenue less expenses. Subtract line 18 from line 12.......	-281,138,277	-7,420,695
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	164,280,903	160,908,165
21	Total liabilities (Part X, line 26).............	621,516,749	704,045,713
22	Net assets or fund balances. Subtract line 21 from line 20.....	-457,235,846	-543,137,548

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 85,635,209 including grants of $ 0 ) (Revenue $ 8,667,356 )
	SEE SCHEDULE O

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses85,635,209

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) ERIC STRUCKO........................................................................ CFO (UNTIL 2/17/23)	40.0 .......................4.5			X	0	307,572	34,838
(19) GERALD HICKSON........................................................................ Director	2.0 .......................0.0	X			0	0	0
(20) JOHN KUSMIERSKY........................................................................ Director	2.0 .......................0.5	X			0	0	0
(21) TRES PETMECKY........................................................................ Director	2.0 .......................0.0	X			0	0	0
(22) AMY A ROSS PHD........................................................................ Director	2.0 .......................5.0	X			0	0	0
(23) PAUL ROTHMAN........................................................................ Director	2.0 .......................0.0	X			0	0	0
(24) LEONARD D SCHAEFFER........................................................................ Director/Chair	2.0 .......................2.0	X	X		0	0	0
(25) WILLIAM EB SIART........................................................................ Director	2.0 .......................2.0	X			0	0	0

1b	Sub-Total..............
c	Total from continuation sheets to Part VII, Section A..
d	Total (add lines 1b and 1c).........	0	22,255,053	2,701,870

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d	1,081,313
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f	0

g	Noncash contributions included in lines 1a - 1f:$		1g

h Total. Add lines 1a-1f.......		1,081,313

		Business Code
2a	IT SERVICES TO USC	900099	5,855,378	5,855,378
b	JV INVESTMENT REVENUE	900099	2,762,954	2,762,954
c
d
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		8,618,332

3 Investment income (including dividends, interest, and othersimilar amounts) ......			0
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
			(i) Real	(ii) Personal
6a	Gross rents	6a
b	Less: rental expenses	6b
c	Rental income or (loss)	6c	0	0
d	Net rental income or (loss).......			0
			(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	7a
b	Less: cost or other basis and sales expenses	7b
c	Gain or (loss)	7c
d	Net gain or (loss).........			0
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a	0
b	Less: direct expenses ...		8b	0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a	0
b	Less: direct expenses ...		9b	0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
			10a	0
b	Less: cost of goods sold ..		10b	0
c	Net income or (loss) from sales of inventory..			0

Business Code
11a	OTHER INCOME		900099	49,024	49,024
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			49,024
12	Total revenue. See instructions.....			9,748,669	8,667,356

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............	0
4	Benefits paid to or for members .......	0
5	Compensation of current officers, directors, trustees, and key employees ...........	7,567,911		7,567,911
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........	0
7	Other salaries and wages........	88,741,856	23,912,219	64,829,637
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	47,920,292	14,722,892	33,197,400
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	14,839,068	406,769	14,432,299
b	Legal .........	15,827,116		15,827,116
c	Accounting ...........	12,442,862	8,773,947	3,668,915
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	1,970,035	1,571,154	398,881
12	Advertising and promotion ....	12,563,746	2,360	12,561,386
13	Office expenses .......	860,416	11,397	849,019
14	Information technology ......	1,743,398	492,836	1,250,562
15	Royalties ..	0
16	Occupancy ...........	2,265,779	1,346,255	919,524
17	Travel ............	629,102	83,336	545,766
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	200,000	88,357	111,643
23	Insurance ...	-194,976		-194,976
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	CORPORATE ALLOCATION	-233,865,251	1,803,353	-235,668,604
b	PURCHASED SERVICES	19,329,855	10,634,381	8,695,474
c	MISSION SUPPORT	10,733,609	10,733,609
d	MEDICAL SUPPLIES	10,511,904	10,511,904
e	All other expenses	3,082,642	540,440	2,542,202
25	Total functional expenses. Add lines 1 through 24e	17,169,364	85,635,209	-68,465,845	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			0	1	0
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			0	4	0
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
				0	6	0
7	Notes and loans receivable, net ...........			0	7	0
8	Inventories for sale or use ............			1,693,586	8	2,480,461
9	Prepaid expenses and deferred charges ......			9,176,889	9	9,868,969
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	35,990,925
b	Less: accumulated depreciation	10b	797,194	14,954,824	10c	35,193,731
11	Investments—publicly traded securities .			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			5,456,343	13	1,615,233
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			132,999,261	15	111,749,771
16	Total assets. Add lines 1 through 15 (must equal line 33)...			164,280,903	16	160,908,165

17	Accounts payable and accrued expenses .....	84,399,201	17	93,068,155
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
		0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	537,117,548	25	610,977,558
26	Total liabilities. Add lines 17 through 25..	621,516,749	26	704,045,713

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	-520,215,797	27	-548,298,653
28	Net assets with donor restrictions ...........	62,979,951	28	5,161,105
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	-457,235,846	32	-543,137,548
33	Total liabilities and net assets/fund balances ........	164,280,903	33	160,908,165