The Nemours Foundation

“Mr. Durden , Mr. Porter, Mr. Lord, Mr. Thornton and Mr. Thompson have a shared business relationship. These directors serve as trustees of the Alfred I. DuPont Testamentary Trust, of which Nemours is the only charitable beneficiary.”

“Questions 6, 7a and 7b - Nemours' organizational documents include members who constitute a portion of the governing body. Specifically, the members are those individuals who also serve as trustees of the Alfred I. DuPont Testamentary Trust (the Trust). The Trust's primary purpose is to provide funding for Nemours' charitable activities in the communities it serves. As trustees of the trust, these individuals are appointed as members of Nemours. The members have certain general oversight rights and some limited retained powers. The board of directors, made up of member directors (those members that opt to also serve on the board of directors) and non-member directors, who are selected by the members of Nemours. The board of directors has full governance over the activities of Nemours.”

“Same as Question 6”

“Same as Question 6”

“During November 2014, management distributed a draft of the 2013 Form 990 to the Audit and Finance committee prior to the scheduled board of directors meeting on November 11, 2014. During the course of the board of directors meeting, management presented an overview of Form 990 to the Audit and Finance committee and gave the committee members an opportunity to provide comments and ask questions with respect to the draft. Based on feedback provided from the committee members, management updated the draft Form 990. Upon finalization of the return, management provided a final copy of the return via e-mail to the board of directors.”

“Nemours has established a conflict of interest policy which has been reviewed and approved by the board of directors. Nemours is committed to the belief that sound business practices start with an absolute commitment from each employee to act ethically in carrying out Nemours business, and to comply with the laws and regulations that impact its business, thus Nemours' employees must avoid participating in activities that create or appear to create a conflict of interest. Nemours has specifically identified the following areas in its policy to be potential conflicts of interest: financial interest, outside employment, paid faculty arrangements, consultant or research contracts, acceptance of gifts, gratuities, business courtesies, travel, lodging and entertainment, misuse of resources or assets, personal gain using undue influence, direct dealings with vendors, use of confidential information, and an individual's support of political causes. Nemours' policy requires certain individuals to disclose participation in activities or circumstances that may present a conflict of interest on an annual basis or if at any time such individual becomes aware of circumstances that may present a conflict of interest. These disclosures are reviewed by the Audit and Finance Committee as necessary.”

“Nemours board of directors designated the People, Compensation and Reputation Committee (PCRC) to serve as a compensation committee responsible for establishing compensation practices which are reasonable and do not violate the private inurement prohibition. The practices and processes are designed to avoid any claim for intermediate sanctions and to satisfy the requirements to obtain the rebuttable presumption. The PCRC annually reviews outside, independent data to establish the compensation of our officers and key employees. The board of directors reviews and sets forth the compensation for the CEO using the same process as the PCRC. The committee engages and utilizes an independent consulting firm, to provide expert information regarding industry-wide compensation norms. The PCRC meets with a representative from the consulting firm and the human resources department when reviewing compensation for the senior leadership group on a yearly basis. The company philosophy is to match the market on average pay, identifying the median. Total cash compensation is generally targeted to be at the median of Nemours' peers.”

“Generally Nemours does not make its governing documents or its conflict of interest policy available to the public. However Nemours articles of incorporation are publicly available through Floridas secretary of state website www.sunbiz.org. Additionally, Nemours audited financial statements can be accessed through Digital Assurance Certification LLC website www.dacbond.com.”

“Pension liability adjustment $116,227,171 plus PMSI decrease in unrestricted net assets ($2,202,403) equals $114,024,768.”