Scripps Health Plan Services Inc.

“The board of directors of scripps health plan services has a business relationship with marc a. Reynolds, bradley ellis, and christopher van gorder as these individuals are also officers and employees of scripps health, the tax exempt parent of scripps health plan services.”

“Scripps health is the sole corporate member of scripps health plan services.”

“The members of the board may be elected by the board at the annual meeting of the board or at such other times at the discretion of the board, subject in each case to the approval of the sole statutory member, scripps health.”

“Scripps health, as sole statutory member, has the right to vote, approve the corporations directors, approve the disposition of all or substantially all of the corporations assets, approve any merger and its principal terms and any amendment of those terms, approve any election to dissolve the corporation, and other decisions permitted under the california nonprofit public benefit corporation law.”

“The form 990 was prepared by an outside accounting firm with support of the corporate finance team with input from human resources and legal office. The form 990 was reviewed by the president, legal counsel, chief financial officer, audit committee, human resources and compensation committee prior to filing. In addition, a full copy of the 990 was provided to the board of trustees via email in advance of filing form 990 with the irs.”

“Compliance policy monitoring within 60 days of hire and annually thereafter all supervisors and above; all employees in the supply chain management department, audit & compliance services department, and case management department or function; and any other employee who is in a position to refer patients that are federally funded health care beneficiaries to other providers and services; and others as determined by the conflicts and business practices review committee will be required to complete and sign the conflict of interest commitment disclosure form. It is the responsibility of any employee who has a change in outside professional activities, significant financial interests, or potential or actual conflict of interest, or commitment situations that arise during the year to disclose the information to their supervisors as soon as the employee becomes aware of the potential or actual situation creating a possible conflict of interest or conflict commitment. Supervisors will assess the situation and refer to their business unit management and/or the conflicts and business practices review committee, as appropriate. In addition, each person entrusted with a position of responsibility in the governance and management is required to complete and submit disclosure statements as follows: 1. Initial conflict of interest and 990 tax return disclosure statement (initial disclosures) 2. Annual conflict of interest and 990 tax return disclosure statement 3. Subsequent occurrences reporting upon the occurrence of any new potential conflict of interest. Actual or potential conflict disclosures regarding employees are reviewed by the conflicts and business practices review committee. Disclosures requiring mitigation are discussed with the business unit chief executive and employee's supervisor. Legal counsel reviews each board of trustees' meeting agenda prior to the meeting and potential conflicts of interests are identified, considered and an appropriate course of action is determined by the member and legal counsel with the involvement of the president and board chair, where appropriate. Course of action may include the conflicted board member recusing themselves, abstaining from voting and/or reading a statement into the board minutes regarding such conflict. As it relates to board of trustees, when a determination is that an actual conflict of interest exists and a covered individual is an "interested person" under california law, the transaction being considered will comply with applicable statutory requirements to avoid participation in the decision making process by the covered individual. The minutes of board meetings shall document all recusals from discussion and voting.”

“Officers & positions for which process was used, & year process began the organization's president and secretary are paid by its tax exempt parent, scripps health, and is disclosed as a person paid by a related organization. The compensation of the treasurer and key employees is approved by the organization's board and paid directly by the organization. Pursuant to procedures required by tax equity and fiscal responsibility act of 1983 (tefra), scripps health's procedures are as follows: the board of trustees reviews executive compensation for officers and all key employees on an annual basis utilizing comparability data obtained by an external consultant. It is the philosophy of the scripps health board of trustees to compensate the corporation's executives fairly relative to the median compensation of peer organizations, considering and making appropriate adjustments for the cost of living in san diego, california and other relevant factors. To accomplish this, the board has adopted a philosophy of targeting executive salaries at approximately the 65th percentile of a national peer group of organizations as determined through an independent outside consultant engaged by the board and will rely on their recommendations using a database of independently collected data. The philosophy states: - for purposes of executive compensation comparisons, scripps uses a national peer group of medical delivery systems of similar revenue size and complexity. The peer group is reviewed and approved by the human resources and compensation committee. - salaries are targeted at approximately the 65th percentile of the peer group and will reflect the performance of the individual. - total cash compensation is positioned at approximately the 75th percentile of the peer group when maximum level incentives are paid for achievement of maximum level of predetermined objectives agreed upon by the board. - the board selects the 65th percentile for base compensation of peer group adjusted for cost of living of urban west coast market at the 50th percentile (i.e. The 50th percentile of california market is the 65th percentile of national peer market as our executive recruitment market is national). - annually, total cash compensation for each position will not exceed the base salary established for the period plus the maximum incentive percentage payout allowable as determined by the scripps management incentive plan approved by the board of trustees for the respective position. The report from the external consultant engaged to review executive compensation is presented to the human resources and compensation committee on an annual basis and the most recent reports were reviewed on january 25, 2017 and march 29, 2017. Review and discussion of such report is documented in the minutes.”

“Financial statements are posted quarterly on the dac (digital assurance certification) website and the municipal securities rulemaking board's (msrb) electronic municipal market access (emma) website in satisfaction of continuing disclosure requirements relating to the organization's tax-exempt debt issuances. Scripps health's conflict of interest policy and governing documents are available upon request.”

“Shps supports scripps health, its tax-exempt parent, by providing certain services for scripps health that are integral to scripps health's mission of providing health care to the members of the community regardless of their ability to pay. In connection with the affordable care act ("aca"), scripps health is increasing its health care services provided to patients under the managed care model of health care. Shps supports various parts of scripps health's operations and activities by managing hmo contracts and providing certain management services to related tax-exempt organizations. Supported operations include scripps clinic, scripps coastal medical center, scripps green hospital, scripps mercy hospital, and scripps memorial hospital la jolla. These are licensed hospitals and multi-specialty medical clinics in the state of california that are operated within scripps health, a tax-exempt organization. Shps also manages the provider network for the scripps employee medical plan,the health plan that covers the employees of scripps health, the tax-exempt parent of shps.”

“Other changes in net assets transfer from scripps health $1,575,000”