Tarzana Medical Center LLC

“Classes of members or stockholders providence health system - southern california and cedars-sinai medical center are the two members of tarzana medical center, llc.”

“Tarzana medical center, llc has a tiered governance in which providence health system - southern california appoints four board members and cedars-sinai medical center appoints three.”

“Classes of persons, decisions requiring approval & type of voting rights the following powers reside with the corporate members: 1) adoption, amendment, modification, or repeal of any statement of philosophy, mission, mission integration, or values 2) adoption, amendment, modification, or repeal of the articles of organization or other organizational or governance documents 3) approval or authorization of any delegation of authority of the board of managers to another person 4) approval or authorization of the strategic plan, considering the recommendation of the board of managers 5) approval or authorization of any unbudgeted capital or operating expenditures in excess of one million dollars ($1,000,000) individually or in the aggregate in any given fiscal year 6) approval or authorization of: (a) any merger, consolidation or other change in control, or (b) the sale, lease, transfer, or other disposition of all or substantially all of the assets 7) require any non-mandatory capital contributions by the members 8) approval or authorization of any dissolution, winding up or abandonment of operations, liquidation, filing of action in bankruptcy, receivership or similar action 9) approval or authorization of any formation or dissolution of any partnerships, alliances, co-sponsorships, joint membership arrangements, strategic affiliations, and other joint ventures (other than in connection with arrangements that involve providence st. Joseph health on a system-wide basis, provided that any such arrangement is not reasonably anticipated to materially and adversely affect the financial performance) 10) approval or authorization of the unbudgeted incurrence, assumption or guarantee of any indebtedness or other borrowings above five hundred thousand dollars ($500,000) individually or in the aggregate during any fiscal year 11) approval of additional members (other than in connection with a permitted transfer) 12) approve any issuance, transfer or redemption of any membership interest or other ownership interests, including with respect to any member, other than permitted transfers or in connection with a change in control of a member 13) approve any member's resignation or withdrawal, or return of a capital contribution to a member 14) take any action that could reasonably be expected: (a) to result in or present a material risk of revocation of the federal tax-exempt status, or, if any, their respective tax-exempt financial obligations; (b) to more likely than not result in them to incur or recognize "unrelated business taxable income" under irc 511(a) in an amount that could reasonably be determined to jeopardize the tax-exempt status; or (c) to prohibit or restrict the ability to issue tax-exempt bonds, certificates of participation or other tax-exempt financial obligations 15) approval or authorization of any material changes in the purposes, function or character as an acute care hospital 16) approval of changes charity care, financial assistance, pricing, and billing and collection policies 17) approval or authorization of the appointment or removal of, and the compensation paid to, the chief executive 18) approval of a change to the name 19) approval of the branding program and any material changes thereto 20) change its form of legal entity such that it is no longer a limited liability company (other than in connection with a dissolution event) 21) approve (by the disinterested member) any related-party transaction with the interested member or an affiliate of the interested member, on the other hand, if such related-party transaction exceeds five hundred thousand dollars ($500,000) 22) approve any exception to the right of first refusal to participate in a competing business 23) approve decision to participate or not participate in a competing business after 's receipt of a competing business notice from a proposing member 24) approve any exception to right of first refusal to provide physician staffing for a tertiary/quatern”

“Process to review form 990 the form 990 was prepared based on information received from various departments of the organization including the finance team, human resources, payroll, compliance and the general counsel's office. The organization engaged an outside accounting firm to prepare the return. The return has been reviewed by an officer of the organization. A full copy of the form 990 was provided to all board members prior to filing with the irs. The audit committee of the parent organization is provided an annual update on the tax reporting process and key disclosures.”

“Process to monitor transactions for conflicts of interest providence takes the issue of conflicts of interest, and independent unconflicted decision-making, very seriously. Providence has a comprehensive conflict of interest policy and interest disclosure policy, revised in 2023, and carefully and thoroughly administers these policies. Board members, sponsors, senior leaders and key core leaders are required to disclose any actual or potential conflict of interest in accordance with the providence conflict of interest policy, and so that the individual satisfies his or her fiduciary obligations to the organization. Disclosures are made annually, as well as any time an actual or potential conflict of interest arises. Providence chief legal officer and/or providence chief risk officer, and/or providence chief compliance officer, review all disclosures. Where appropriate, the ceo and/or the board chair will review conflict of interest situations that involve senior leadership or a board member other than the chair. Providence chief legal officer and/or chief risk officer review matters where conflict is difficult or cannot be readily resolved and present recommendations to the appropriate board committee or the ceo, for discussion and resolution. When appropriate, the individual with the real/potential conflict that is being reviewed may participate in the discussion but is recused from the meeting, and from any final discussion and vote, when a decision is being made on whether a conflict exists, or when the action giving rise to the conflict of interest is decided. Where appropriate, chief risk officer or chief legal officer will provide a plan to manage conflicts and avoid participation by the conflicted individual in the matter giving rise to the conflict of interest. Auditing and monitoring of this process is done periodically. All documentation of conflict of interest disclosures is retained in accordance with organization retention policy.”

“Process for determining compensation the organization's chief executive officer/president/executive director is paid by a related tax exempt organization, providence health & services - washington, and is disclosed as a person paid by a related organization. It is providence's intention to make financial information accessible and transparent. Although the filing of form 990 provides insight into how providence achieves its mission, delivers its programs and stewards its finances, deciphering the information directly from form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a single fiduciary board, with responsibility for financial oversight associated with fulfillment of the providence mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of providence's legal entities. Providence also maintains a network of community entity boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence has a consistent compensation philosophy for all of its senior executives, including all officers. Salaries for senior executives are reviewed at least annually by the executive compensation committee, which is a committee of the providence board consisting only of outside, independent directors. The committee makes sure, at each of its meetings, that no member of the committee has a conflict of interest as to any executive whose compensation is reviewed by the committee. The executive compensation committee retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the united states. Providence is one of the larger health systems in the country, and as such, the board benchmarks executive compensation against other large, not-for-profit health systems that are substantially similar to providence in size and complexity (such as having a similar amount of annual net revenue). Additionally, because providence often looks to general industry for leaders in certain functional areas, providence also takes into consideration general industry market data in these special situations. Base salaries for providence executives are generally targeted to the "median" level of the market data (where half the salaries in the data are lower and half the salaries in the data are higher), as identified by the independent consultant and reviewed with the executive compensation committee. The president/ceo utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the executive compensation committee as a part of the review and approval process. Total compensation is tied closely to performance of the organization and the individual. Performance incentives allow executives to earn additional compensation if they help lead providence in achieving specific organizational goals for furthering providence's operating commitments and strategic objectives. The board of directors conducts a thorough review process to ensure performance incentives are aligned with appropriate market practices. The board's process for setting, reviewing and approving executive compensation fully complies with irs standards (to assure that all compensation is considered reasonable) and reflects best governance practices in the industry. The process was last completed in june 2025.”

“Governing documents, conflict of interest policy & financial statements the organization makes its governing documents and conflict of interest policy available to the public upon request. The providence community benefit reports, financial reports, consolidated audited financial statements, and philanthropy reports are also available on the providence internet site.”

“All employees of tarzana medical center llc are leased from a related tax-exempt organization, providence health system - southern california, who files all forms w-2 and all other required federal employment tax returns under its tax id number.”

“Individuals listed as officers and key employees of the organization that are paid by a related organization are common law employees of the related organization. It is the intention of providence and the filing organization to make information accessible and transparent, reporting those employees of a related organization who have officer and key employee responsibilities to the filing organization. The related organization common law employees are included in the related organization's section 4960 tax analysis and reporting.”

“Agency & contract labor: program service expenses 178,845,532. Management and general expenses 25,243,232. Total expenses 204,088,764. Billing & collections: program service expenses 63,800. Management and general expenses 9,005. Total expenses 72,805. General consulting fees: program service expenses 30,541,731. Management and general expenses 4,310,826. Total expenses 34,852,557. Medical director & med physician fees: program service expenses 16,317,857. Management and general expenses 2,303,191. Total expenses 18,621,048. Other patient services: program service expenses 10,156,496. Management and general expenses 1,433,543. Total expenses 11,590,039. Repairs & maintenance: program service expenses 3,635,431. Management and general expenses 513,124. Total expenses 4,148,555.”

“Other changes in net assets -20,116,702. Fas 136 - recipient organization adjustment 4,212,968.”