TY 2010 Form 990

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	2,534,604	2,534,604
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. 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 ....	0
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	0	0	0	0
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	0
9	Other employee benefits .......	0			0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	2,690,342	2,690,342
b	Legal .........	9,950	9,950
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	18,262,487	18,262,487
g	Other ..........	0
12	Advertising and promotion ....	0
13	Office expenses .......	1,716,659	1,716,659
14	Information technology ......	15,150,491	15,150,491
15	Royalties ..	0
16	Occupancy ...........	18,837,503	18,837,503
17	Travel ............	7,252	7,252
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	111,434,938	111,434,938
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	48,190,606	48,190,606
23	Insurance ..............	108,112	108,112
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	AFFILIATE SUPPORT	20,003,701	20,003,701
b	RELEASED FROM RESTRICTED	4,876,734	4,876,734
c	PURCHASED SERVICES	3,051,231	3,051,231
d	INVESTMENT LOSS	1,982,588	1,982,588
e	REPAIR AND MAINTENANCE	1,516,474	1,516,474
f	All other expenses	3,026,560	3,026,560
25	Total functional expenses. Add lines 1 through 24f	253,400,232	253,400,232	0	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	171,008	1	77,240
2	Savings and temporary cash investments .......	35,911,850	2	200,247,549
3	Pledges and grants receivable, net .........		3
4	Accounts receivable, net .........	-732,793	4	74,015,040
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........		5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........		6
7	Notes and loans receivable, net .............	5,212,932	7	6,698,493
8	Inventories for sale or use ..............	4,676,874	8	4,948,296
9	Prepaid expenses and deferred charges ............	9,464,298	9	7,697,218
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	598,539,773
b	Less: accumulated depreciation. .....	10b	313,830,733	357,050,879	10c	284,709,040
11	Investments—publicly traded securities ..........	878,652,565	11	1,171,110,656
12	Investments—other securities. See Part IV, line 11 ......	1,145,688,208	12	1,279,755,049
13	Investments—program-related. See Part IV, line 11 ..	227,285,220	13	71,039,224
14	Intangible assets .........		14
15	Other assets. See Part IV, line 11 ...........	1,472,967,222	15	1,444,826,117
16	Total assets. Add lines 1 through 15 (must equal line 34)...	4,136,348,263	16	4,545,123,922
	17	Accounts payable and accrued expenses .	433,924,527	17	534,010,618
18	Grants payable ..........		18
19	Deferred revenue ..........	14,125,949	19	0
20	Tax-exempt bond liabilities ..........	2,736,553,824	20	2,640,047,067
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23	200,000,000
24	Unsecured notes and loans payable to unrelated third parties ....		24	70,500,000
25	Other liabilities. Complete Part X of Schedule D.....	730,991,560	25	468,599,492
26	Total liabilities. Add lines 17 through 25.....	3,915,595,860	26	3,913,157,177
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	220,748,381	27	631,962,047
28	Temporarily restricted net assets .....	4,022	28	4,698
29	Permanently restricted net assets .....	0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	220,752,403	33	631,966,745
34	Total liabilities and net assets/fund balances .....	4,136,348,263	34	4,545,123,922

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.

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

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

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 11, check only one box.)

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

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

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 organization that normally receives: (1) more than 331/3% 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 331/3% 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. Seesection 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 that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of support?
(1) UPMC PRESBYTERIAN SHADYSIDE	250965480	03		No	Yes		Yes		0
(2) UPMC BRADDOCK	251800797	03		No	Yes		Yes		204,176
(3) UPMC ST MARGARET	232875070	03		No	Yes		Yes		0
(4) UPMC COMMUNITY PROVIDER SERVICES	251804746	09		No	Yes		Yes		0
(5) UPMC PASSAVANT	250965451	03		No	Yes		Yes		0
(6) UPMC BEDFORD	231396795	03		No	Yes		Yes		0
(7) UPMC LEE	250613830	03		No	Yes		Yes		0
(8) UPMC MCKEESPORT	250965423	03		No	Yes		Yes		0
(9) UPMC HORIZON	250523970	03		No	Yes		Yes		4,484,737
(10) MAGEE-WOMEN'S HOSPITAL OF UPMC	250965420	03		No	Yes		Yes		0
(11) UPMC COMMUNITY MEDICINE INC	251727721	03		No	Yes		Yes		0
(12) COMMUNITY PHYSICIAN SERVICES INC	251722923	09		No	Yes		Yes		0
(13) UNIVERSITY OF PITTSBURGH PHYSICIANS	232919472	03		No	Yes		Yes		380,970
(14) UNIVERSITY OF PITTSBURGH	250965591	02		No	Yes		Yes		0
(15) CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC HEALTH SYSTEM	250402510	03		No	Yes		Yes		83,500,679
(16) UPMC NORTHWEST	250489010	03		No	Yes		Yes		0
(17) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	251799823	09		No	Yes		Yes		0
(18) UPMC SENIOR COMMUNITIES INC	251574736	09		No	Yes		Yes		0
(19) THE CENTER FOR BIOSECURITY UNIVERSITY OF PGH MEDICAL CENTER	043770052	04		No	Yes		Yes		0
(20) UPMC FOR YOU	900174238	09		No	Yes		Yes		0
(21) UPMC IMITS CENTER	208392908	07		No	Yes		Yes		0
(22) UPMC MERCY	250965429	03		No	Yes		Yes		296,225
(23) UPMC EAST	274814831	03		No	Yes		Yes		0
(24) UPMC HAMOT	250965387	03		No	Yes		Yes		200,000,000
(25) UPMC CENTER FOR HIGH-VALUE HEALTHCARE	452178782	07		No	Yes		Yes		0
Total									288,866,787

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

Support Schedule for Organizations Described in IRC 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 fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
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) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(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. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

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

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

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2010. 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—2009. If the organization did not check the 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—2010. 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 IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2009. 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 IV 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 or 990-EZ) 2010

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 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) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(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) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(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 in 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 IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2009 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2009 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2010. 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—2009. 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 or 990-EZ) 2010

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2010

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," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Part I

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

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate 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 may 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" to 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 pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–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 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

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 and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

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

Yes No

In Part XIV, 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" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, 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 XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, 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)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

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 SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

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

Using the organization’s 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 XIV.

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" to 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

If "Yes," explain the arrangement in Part XIV and complete the following table:


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? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to 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	Investment earnings or 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 year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

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

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

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	53,144,728		53,144,728
b	Buildings ................	304,148,459	193,219,100	110,929,359
c	Leasehold improvements ............	41,459,276	14,056,237	27,403,039
d	Equipment ................	58,881,204	38,451,573	20,429,631
e	Other .................	140,906,107	68,103,824	72,802,283
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				284,709,040

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. 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) CASH EQUIVALENTS	63,000,428	C
(B) LIMITED PARTNERSHIPS	1,216,754,621	C







Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)	1,279,755,049

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

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









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) OTHER TRUSTEED ASSETS				1,309,660
(2) INVESTMENT IN SUBSIDIARIES				1,379,044,765
(3) DEFERRED FINANCING COSTS				19,456,214
(4) 99A BONDS FAS 133 FMV ADJUST				827,015
(5) NURSING TUITION LOANS				2,192,245
(6) OTHER ASSETS				2,404,301
(7) DUE FROM EXEMPT SUBSIDIARY				36,629,948
(8) NON HEDGE SWAP FMV ADJ				2,961,969

Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				1,444,826,117

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
ACCRUED LIABILITY WORKERS COMP		25,390,061
ACCRUED POST RETIREMENT BENEFI		26,206,000
DUE TO SUBSIDIARIES		104,090,779
ACCRUED PENSION		17,882,632
PENSION MINIMUM LIABILITY		143,187,365
OTHER LONG TERM LIABILITIES		10,162,784
BONDS/OID/OIP/REBATE		49,406,713
CAPITAL LEASES		50,089,782
OTHER MISCELLANEOUS LIABILITIE		2,154,337
ASSET RETIREMENT OBLIGATIONS		9,074,918
HEDGE/NONHEDGE SWAP FMV ADJ		17,337,881
DUE TO MERCY HEALTH SYSTEM		13,616,240
Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		468,599,492
2. Fin 48 (ASC 740) Footnote. In Part XIV, 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 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
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 on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	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 XIV): ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
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 XIV): ............	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 XIV): ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to 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; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
PART X AND PART XI		THERE IS NO FIN 48 FOOTNOTE DISCLOSURE IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR UPMC. AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARES.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F
(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,
Part IV, line 14b, 15, or 16.
Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization
UPMC

Employer identification number

25-1423657

Part I

General Information on Activities Outside the United States. Complete if the organization answered
“Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside the
United States.

Activites per Region. (Use Part V if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(f) Total expenditures for region/investments in region
	Central America and the Caribbean	INVESTMENTS	7,969,929
	East Asia and the Pacific	Investments	204,481,767
	Europe (Including Iceland and Greenland)	Investments	216,892,307
	Middle East and North Africa	Investments	4,030,260
	North America	Investments	20,729,477
	Russia and the Newly Independent States	Investments	13,198,567
	South America	Investments	31,788,179
	South Asia	Investments	39,112,132
	Sub-Saharan Africa	Investments	8,039,124
	Central America and the Caribbean	Unrelated Trade or Business	799,406







3a	Sub-total .....		547,041,148
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)		547,041,148

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2010

Schedule F (Form 990) 2010

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990,

Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000 ........ MediumBullet

Use Part V if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ..... MediumBullet

Enter total number of other organizations or entities ........................ MediumBullet

Schedule F (Form 990) 2010

Schedule F (Form 990) 2010Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Use Part V if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2010

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2010

Page 5

Part V

Supplemental Information
Complete this part to provide the information (see instructions) required in Part I, line 2, and any additional information.

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
UPMC

Employer identification number
25-1423657

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) American Red Cross2025 E Street NW Washington,DC20006	25-0965231	501(c)(3)	63,435	Charitable Donation
(2) United Way of Allegheny County1250 Penn Avenue Pittsburgh,PA15230	23-2897716	501(c)(3)	25,000	Charitable Donation
(3) UPMC Italy600 Grant Street Floor 56 Pittsburgh,PA15219	25-0965592	501(c)(3)	1,308,384	Charitable Donation
(4) University of Pittsburgh4200 Fifth Avenue Pittsburgh,PA15260	25-0965591	501(c)(3)	1,070,220	Research
(5) Brother's Brother Foundation1200 Galveston Avenue Pittsburgh,PA15233	34-6562544	501(c)(3)	61,940	Charitable Donation

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
SCHEDULE I		PART 1, QUESTION 2 It is the policy of UPMC to contribute financial and in kind support to tax-exempt organizations and agencies that support the UPMC mission and strengthen the health and quality of life of those who live and work in the communities we serve. PART II, QUESTION 1 UPMC MAKES CERTAIN ANNUAL SUPPORT PAYMENTS TO THE UNIVERSITY OF PITTSBURGH (EIN 25-0965591) UNDER AN AFFILIATION AGREEMENT BETWEEN THE TWO ORGANIZATIONS FOR THE PURPOSE OF FURTHERING THEIR JOINT TAX-EXEMPT EDUCATIONAL AND RESEARCH MISSIONS. THIS SUPPORT WAS IN EXCESS OF $148,000,000 FOR THE FISCAL YEAR ENDED JUNE 30, 2011.

Schedule I (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Schedule O (Form 990).
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
UPMC

Employer identification number
25-1423657

Part I

Bond Issues

(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	(g) Defeased		(h) On Behalf of Issuer		(i) Pool financing
(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	Yes	No	Yes	No	Yes	No
A	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AZU3	06-17-2003	85,365,588	SERIES 2003 B SEE SCHEDULE O		X		X		X
B	ALLEGHENY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY	25-1269117	017292V23	03-25-2004	80,000,000	Series 2004 A SEE SCHEDULE O		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AH25	05-23-2007	225,000,000	SERIES 2007 A SEE SCHEDULE O		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A SEE SCHEDULE 0		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired. . . . .	52,460,000		2,200,000		125,000,000		54,500,000
2 Amount of bonds defeased . . . .
3 Total proceeds of issue . . . .	85,365,588		80,000,000		225,008,043		511,879,113
4 Gross proceeds in reserve funds . .
5 Capitalized interest from proceeds.
6 Proceeds in refunding escrow. . . . .	39,775,800						17,299,644
7 Issuance costs from proceeds . . .	872,724				1,938,921		3,336,280
8 Credit enhancement from proceeds.
9 Working capital expenditures from proceeds . .
10 Capital expenditures from proceeds . .	12,900,925		21,213,829		53,339,385		64,814,970
11 Other spent proceeds . .	5,234				5,234
12 Other unspent proceeds. . .
13 Year of substantial completion . . .	2003		2004		2007		2008
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue?	X		X			X
15 Were the bonds issued as part of an advance refunding issue?	X			X		X		X
16 Has the final allocation of proceeds been made? . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . .	X			X	X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2010

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use?	X		X		X		X
b Are there any research agreements that may result in private business use of bond-financed property? . .		X		X		X		X
c Does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts or research agreements relating to the financed property? .	X		X		X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . . . . . . . . . . . . .	0.400 %		0.100 %		2.200 %		0.700 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .	0 %		0 %		0 %		0 %
6 Total of lines 4 and 5 . . .. . . . . .	0.400 %		0.100 %		2.200 %		0.700 %
7 Has the organization adopted management practices and procedures to ensure the post-issuance compliance of its tax-exempt bond liabilities?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue? . . .		X		X		X		X
2 Is the bond issue a variable rate issue?		X	X		X			X
3a Has the organization or the governmental issuer entered into a hedge with respect to the bond issue?		X		X		X		X
b Name of provider .
c Term of hedge . .
d Was the hedge superintegrated? .
e Was a hedge terminated? .
4a Were gross proceeds invested in a GIC? .		X		X		X		X
b Name of provider .
c Term of GIC . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? .
5 Were any gross proceeds invested beyond an available temporary period? .		X		X		X		X
6 Did the bond issue qualify for an exception to rebate? . . .	X		X		X		X

Schedule K (Form 990) 2010

Page 3

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
SERIES 2008A		$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. THE $17,299,644 AMOUNT IN PART II, LINE 6 REPRESENTS TRANSFERRED PROCEEDS FROM THE ACHDA SERIES OF 1996 CHILDREN'S HOSPITAL OF PITTSBURGH BONDS THAT WERE ADVANCE REFUNDED BY THE ACHDA SERIES UPMC SERIES 2002A BONDS THAT WERE SUBSEQUENTLY CURRENT REFUNDED BY THE ACHDA UPMC SERIES 2008A BONDS.
SERIES 2008B		$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2009A NOTE		$4,102.38 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2009A		$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.

Schedule K (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person	(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) SEE SCHEDULE O

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

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 to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Identifier	Return Reference	Explanation
PART I SUMMARY	Line 1 - SUMMARY	UPMC is the parent organization of a large integrated healthcare delivery system consisting of controlled subsidiaries within the meaning of Section 6033(h). UPMC'S primary mission is the ongoing support of all subsidiaries in order to assist them in accomplishing their exempt educational, healthcare, and research missions. Line 8 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721.
PART III STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS		UPMC is the premier integrated health system in western Pennsylvania and one of the nation's leading academic medical centers. Its central mission is to provide outstanding, accessible care to the people of this region, while shaping tomorrow's health care through clinical innovation, research and education. As the region's largest employer - and the second-largest employer in the Commonwealth - with more than 55,000 employees, UPMC encompasses 20 tax exempt hospitals, 400 outpatient sites and doctors' offices, and retirement and long-term care facilities. By integrating its health care services with a major insurance division that is focused on promoting the health of its members, UPMC has advanced the quality and efficiency of health care, and developed internationally renowned programs in transplantation, cancer, neurosurgery, psychiatry, orthopaedics, and sports medicine, among others. These highly specialized services draw patients from across the nation and around the world. Closely affiliated with its academic partner, the University of Pittsburgh, UPMC regularly ranks as one of "America's Best Hospitals" in U.S. News & World Report's prestigious annual listing. UPMC's largest operating component is its Provider Services Division, encompassing a comprehensive array of clinical capabilities. Serving primarily western Pennsylvania, this division includes 20 academic, community, and regional hospitals; pre- and post-acute care capabilities; specialty service lines such as transplantation services, women's health, behavioral health, pediatrics, cancer care, and rehabilitation services; contract services, such as emergency medicine, pharmacy, and laboratory; and more than3,200 employed physicians with associated practices. UPMC's organ transplant center is one of the largest and busiest in the world, performing more than 17,000 transplants since 1981. Its cancer care network is also one of the largest, with 34 locations and 180 employed and affiliated oncologists providing convenient care close to patients' homes. In managing its global health enterprise, including its International and Commercial Services Division, UPMC has taken a leadership role in good corporate governance practices - voluntarily achieving Sarbanes-Oxley certification for six years in a row, publicly releasing quarterly financial results within 60 days of each quarter's close, and creating one of the most stringent industry relationship policies to ensure that pharmaceutical and medical device companies do not negatively influence patient care. These business practices set the stage for decision making that is good for UPMC and the communities it serves. High-Quality, Patient-Focused Care By leveraging resources and expertise across its global network, UPMC has achieved significant gains in the delivery of high-quality, patient-focused care. The Donald D. Wolff, Jr. Center for Quality, Safety and Innovation supports the transformation and improvement of patient care delivery and outcomes - through partnerships with system leadership, dissemination of best practices, and use of advanced technology. The center's team consists of improvement specialists, systems analysts, and varied staff - who focus on improving data quality and analytics, reducing readmissions and hospital-acquired infections, and increasing patient and employee satisfaction. System-wide quality initiatives in the last fiscal year included promotion of a "just culture" to provide a safe environment and standardized tools for all caregivers to report safety concerns without fear of retaliation; improved cleanliness in UPMC operating rooms, which helped to reduce surgical site infection rates by one percent; a best-practice care model that was implemented across four UPMC cardiac surgical programs, with a focus on appropriate patient selection, patient and family education, and standardization of care by expert clinicians; and a pilot program that reduced unnecessary readmissions for congestive heart failure patients. Investments in Technology and Facilities Underpinning UPMC's quality and patient safety efforts is a robust technology infrastructure. For the 13th consecutive year, in 2011, UPMC was named one of the country's 100 "Most Wired" health systems, the only organization to earn that distinction, according to Hospitals & Health Networks, the journal of the American Hospital Association (AHA). UPMC also was recognized in the 2011 Most Wired Innovator Awards for its development of eVisits, a Web-based system for providing secure "electronic house calls" to patients. This pioneering approach to health care is available to patients of most UPMC primary care physicians and provides a safe, convenient and cost-effective alternative to in-person visits or phone calls for more than 20 conditions. eVisits, using physician-created, structured questionnaires, are integrated into UPMC's extensive electronic medical records to ensure continuity of patient care. In addition, for the 10th consecutive year, UPMC was listed on the InformationWeek 500-a ranking of the nation's top technology innovators from across all industries. Ranked at No. 75, UPMC is among such leading companies as Procter & Gamble, FedEx, and Wal-Mart Stores on a list that spotlights the power of innovation in information technology, rather than simply the amount of IT spending.
PART III STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS (CONTINUED)		Over the past five years, UPMC has invested more than $1.4 billion in information technology to improve the care and safety of its patients, and its hospitals are among the most advanced users of electronic health records, as measured by HIMSS Analytics, a subsidiary of the Healthcare Information and Management Systems Society (HIMSS). Children's Hospital of Pittsburgh of UPMC was the first pediatric facility to reach the highest level, Stage 7. UPMC is also partnering with leading technology companies to develop and commercialize the next generation of health care information technology. For instance, in FY2011, UPMC and Alcatel-Lucent signed an agreement to jointly develop a telemedicine platform and suite of applications that will give patients convenient access to specialized care, even when they are far from doctors and hospitals. In keeping with its goal of ensuring access to high-quality health care throughout western Pennsylvania, UPMC also continues to invest in world-class facilities. In Fiscal Year 2011, UPMC spent more than $450 million on numerous construction projects and infrastructure improvement campaigns. Major projects included continuing construction of UPMC East, a new 156-bed, state-of-the-art community hospital scheduled to open in July 2012 in Monroeville. The hospital will serve the growing needs of the communities east of Pittsburgh. Also in Fiscal Year 2011, UPMC Horizon, in collaboration with UPMC Cancer Centers, opened its new radiation oncology services center at its Shenango Valley campus. UPMC also completed its affiliation with Hamot Medical Center, now known as UPMC Hamot. The affiliation advances health care for the people of Erie and its surrounding communities. Support for Research and Education In concert with its world-renowned academic partner, the University of Pittsburgh, UPMC is translating biomedical research into innovative clinical care, while training the clinicians and researchers who will advance health care in the decades to come. UPMC's financial support for research and education, primarily at the University of Pittsburgh, was in excess of $260 million in Fiscal Year 2011. UPMC's ongoing support has aided the University in becoming one of the top 10 research centers in the U.S. in terms of competitive National Institutes of Health funding, bringing more than $460 million in grants to the region. UPMC also underwrites the training of nearly 1500 medical residents and clinical fellows, operates three schools of nursing, offers a training program for radiology technicians, and coordinates a wide array of continuing medical education programs to allow the region's medical community to build its collective expertise. Caring for the Community In Fiscal Year 2011, UPMC spent $206 million caring for those without means to pay and to cover shortfalls in payments for those enrolled by Medicaid and other government programs for low-income households. The charity care portion of this total saw an increase of nearly 11% over the previous year. The increase in these costs in part reflects a major focus over the past year to ensure that UPMC's financial assistance program is easily accessible and user-friendly for patients in need. UPMC operates pursuant to an expansive financial assistance policy that extends free or discounted health services to uninsured and underinsured individuals and families earning up to 400 percent of the federal poverty level - as much as $89,400 for a family of four in 2011. This policy was deemed by an external study to constitute a "best practice" among hospital organizations. Additionally, in Fiscal Year 2011, UPMC spent $53.9M million to pay and cover shortfalls in payments for those enrolled by Medicare. UPMC annually provides or contributes to more than 3,000 community health improvement activities. Many of these programs target the unmet needs of vulnerable populations, addressing health problems prevalent in this region, such as diabetes, cancer and heart disease, as well as social issues such as teen pregnancy, violence against women, and the elderly living alone. UPMC's funding and support for these activities and other charitable initiatives and donations was valued at $86 million in Fiscal Year 2011. UPMC's contributions to western Pennsylvania go far beyond its traditional role as one of the significant providers of health care. A catalyst for economic improvement, UPMC is helping to develop a brighter future for the region, one built on medicine, research, and technology. This commitment includes a $100 million pledge - $90 million of which serves as a challenge grant to spur community-wide investment to raise a permanent endowment - to help students graduating from Pittsburgh Public Schools further their education after high school. UPMC has contributed $35.5 million to date. (An in-depth report on UPMC's comprehensive community benefits is available on its website.)
PART IV CHECKLIST OF REQUIRED SCHEDULES	LINE 2 AND LINE 12	Line 2 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721. LINE 12 - AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX EXEMPT SUBSIDIARIES.
PART VI GOVERNANCE, MANAGEMENT, DISCLOSURE	SECT A, LINE 2,4,10, LNE 12, SECT B, LINE 16A & B, SECT C LINE 19	DID ANY OFFICER, TRUSTEE, OR KEY EMPLOYEE HAVE A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE? FOR PURPOSES OF PART VI, LINE 2, UPMC HAS OBTAINED AND REPORTED RELEVANT INFORMATION FROM INTERESTED PERSONS INCLUDING OFFICERS AND KEY EMPLOYEES OF ALL GROUP SUBORDINATES, AND DIRECTORS OF GROUP SUBORDINATE ENTITIES WITH DECISION-MAKING BOARD AUTHORITY THAT IS INDEPENDENT FROM THAT OF UPMC PARENT. MULTIPLE UPMC OFFICERS, DIRECTORS, TRUSTEES, AND/OR KEY EMPLOYEES HAVE BUSINESS RELATIONSHIPS BY VIRTUE OF THE FACT THAT THEY ARE ALSO OFFICERS, DIRECTORS, TRUSTEES, AND/OR KEY EMPLOYEES OF UPMC SUBSIDIARIES AND AFFILIATES, WHICH ARE NOT SEPARATELY DISCLOSED BELOW. THE FOLLOWING UPMC OFFICERS, DIRECTORS, TRUSTEES, AND/OR KEY EMPLOYEES HAVE BUSINESS RELATIONSHIPS, AS REQUIRED TO BE DISCLOSED BY FORM 990 PART VI, SECTION A, LINE 2, BY VIRTUE OF THE FACT THAT THEY ARE ALSO OFFICERS, DIRECTORS, TRUSTEES, OR KEY EMPLOYEES OF OTHER UNRELATED TAXABLE ORGANIZATIONS. BOD MEMBER/OFFICER/KEY EMPLOYEE: MCCRADY RELATIONSHIP: BUSINESS ASSOCIATED PERSON: HAMILTON BOD MEMBER/OFFICER/KEY EMPLOYEE: HAMILTON RELATIONSHIP: BUSINESS ASSOCIATED PERSON: MCCRADY SECTION A, LINE 4 On February 1, 2011 UMPC, Hamot Medical Center ("Hamot") and the Hamot Health Foundation ("Foundation") executed an Integration and Affiliation Agreement (the"Agreement") providing for an affiliation between UPMC and Hamot. On the date of the affiliation, the articles of incorporation and bylaws of Hamot were amended such that UPMC became sold corporate member of Hamot. SECTION A, LINE 10 The completed Form 990 was reviewed by the Chief Financial Officer, members of the Corporate Tax Department, members of the Corporate Legal Department, and other members of UPMC management prior to its filing. Various sections of the 990 were also reviewed by the Chief Executive Officer and committees of the filing organization's Board of Directors, as applicable. For example, the Executive Compensation Committee of the Board reviewed sections related to compensation and related party transactions. In addition, the Board's Executive Committee established a 990 Subcommittee, comprised of the Chairs of the Board, Executive Committee, Executive Compensation Committee, Conflict of Interest Committee, Finance Committee and Audit Committee, which reviewed the entire completed Form 990 prior to filing. Additionally, the Form 990 is reviewed by an outside independent public accounting firm who as part of the process signs the return as Paid Preparer. After this review but prior to filing, the full Board of Directors was notified that the completed Form 990 was available for review on the Board's secure website. Also prior to filing, management held a Form 990 question and answer session in which all members of the full Board were invited to participate. Section B Line 12 UPMC requires key employed and non-employed personnel to comply with its Conflict of Interest Policies when they engage in UPMC-related business. People covered by the policies include: UPMC board members, board committee members, corporate officers, key employees UPMC physician and non-physician employees who hold a position of influence Non-employed members of the UPMC medical staff who hold a position of influence or trust Individuals conducting clinical research at UPMC, whether or not they are employed by UPMC These people are required to complete a questionnaire at least annually, which along with other data, is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific UPMC activity, the Corporate Compliance Department, with the assistance of the Legal Department, helps to develop a written plan designed to prevent the conflict from influencing decisions related to that activity. The process is ultimately overseen by a Conflict of Interest Committee of the UPMC Board of Directors on behalf of UPMC and all of its subsidiaries. In addition to the general corporate policy described above, UPMC has also developed and implemented a separate tax questionnaire distributed to Officers, Directors, Trustees, and Key Employees annually that specifically addresses disclosure requirements of Form 990. SECTION B, LINE 15A AND B: TO SUPPORT UPMC'S MISSION AND AS SET FORTH IN THE UPMC BYLAWS, THE BOARD OF DIRECTORS HAS FORMED AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE") AND DELEGATED TO IT THE RESPONSIBILITY FOR ESTABLISHMENT AND IMPLEMENTATION OF OFFICER AND KEY EMPLOYEE TOTAL COMPENSATION PROGRAMS. AS PART OF THIS RESPONSIBILITY, AT LEAST ANNUALLY, THE COMMITTEE REPORTS TO THE EXECUTIVE COMMITTEE, WHICH IN ACCORDANCE WITH THE BYLAWS, HAS THE AUTHORITY TO EXERCISE ESSENTIALLY ALL OF THE POWERS AND AUTHORITY OF THE BOARD OF DIRECTORS, EXCEPT AS SPECIFICALLY LIMITED BY LAW. THE COMMITTEE HAS ADOPTED A FORMAL CHARTER, WHICH INCLUDES THE ESTABLISHMENT OF A COMPENSATION PHILOSOPHY AND RELATED POLICIES WITH RESPECT TO THE TOTAL COMPENSATION PAID BY UPMC TO ITS OFFICERS AND KEY EMPLOYEES. THE UPMC TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES IS PREDICATED UPON A INCENTIVE COMPENSATION COMPONENT. THIS COMPONENT IS BASED UPON THE ACCOMPLISHMENT OF PREDETERMINED PERFORMANCE GOALS AND OBJECTIVES WHICH FOCUS ON THE ACHIEVEMENT OF MULTIPLE ANNUAL AND THREE YEAR INDIVIDUAL AND GROUP PERFORMANCE CRITERIA IN THE CONTEXT OF APPROPRIATE RISK TAKING. THESE CRITERIA DIRECTLY SUPPORT UPMC'S MISSION AND INCLUDE: PATIENT QUALITY AND SATISFACTION, COMMUNITY BENEFITS, OPERATIONAL AND FINANCIAL STRENGTH, LEADERSHIP DEVELOPMENT, AND STRATEGIC BUSINESS INITIATIVES AMONG OTHERS. THE TOTAL COMPENSATION PROGRAM IS INTEGRATED WITH AND REINFORCES THE UPMC BUSINESS PLANNING CYCLE AS WELL AS MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING PROCESSES. IT IS THE COMMITTEE'S JUDGMENT THAT THE STRUCTURE OF THE TOTAL COMPENSATION PROGRAM IS VITAL TO, AND STRONGLY SUPPORTIVE OF, THE HIGH LEVEL OF ONGOING SUCCESS OF UPMC AND FOSTERS THE RETENTION OF CRITICAL OFFICER AND KEY EMPLOYEE TALENT. THE TOTAL COMPENSATION DETERMINATION PROCESS UTILIZED BY THE COMMITTEE IS INTENDED TO SATISFY THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" AS SET FORTH IN THE REGULATIONS TO SECTION 4958 OF THE INTERNAL REVENUE CODE ("CODE"). THIS MEANS THAT COMPENSATION PROGRAMS AND LEVELS ARE APPROVED IN ADVANCE BY THE COMMITTEE WHICH IS COMPOSED ENTIRELY OF OUTSIDE DIRECTORS WHO DO NOT HAVE A CONFLICT OF INTEREST, AS DEFINED BY THE CODE. THE COMMITTEE OBTAINS AND RELIES UPON A BROAD RANGE OF APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING ITS DETERMINATIONS ABOUT COMPENSATION PROGRAMS AND LEVELS. THE COMMITTEE THEN CONTEMPORANEOUSLY DOCUMENTS, IN FORMAL MEETING MINUTES, THE BASIS AND REASONS FOR ITS DETERMINATIONS. THE TOTAL COMPENSATION PROGRAM IS DESIGNED AND ADMINISTERED IN ACCORDANCE WITH THE UPMC BYLAWS, SOUND BUSINESS PRACTICES, THE TENANTS OF COMMON LAW BUSINESS JUDGMENT AND FIDUCIARY RESPONSIBILITY AS WELL AS ADHERENCE TO ALL RELEVANT FEDERAL, STATE AND LOCAL LAWS. IN ADDITION TO CODE SECTION 4958, AS SET FORTH ABOVE, THIS INCLUDES BUT IS NOT LIMITED TO CODE SECTION 501(C)(3) AND THE APPLICABLE REGULATIONS THEREUNDER AS WELL AS ALL LAWS AND REGULATIONS PROHIBITING PRIVATE INURMENT, PRIVATE BENEFIT TRANSACTIONS AND DISCRIMINATION. FURTHER, THE COMMITTEE HAS IDENTIFIED AND ADOPTED, AS APPROPRIATELY MODIFIED FOR UPMC, COMPENSATION PROGRAM "BEST PRACTICES" FROM THE BUSINESS WORLD E.G. SARBANES OXLEY, SEC, ETC. THE COMMITTEE BELIEVES THAT WHILE THESE PRACTICES ARE NOT REQUIRED IN THE TAX EXEMPT SECTOR, THEY ARE IN THE BEST INTERESTS OF THE ORGANIZATION AND FURTHER SUPPORT UPMC'S NONPROFIT MISSION. IN ACCORDANCE WITH THE ABOVE, DETERMINATION OF TOTAL COMPENSATION FOR THE CEO IS MADE EXCLUSIVELY BY THE COMMITTEE. DETERMINATION OF TOTAL COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES IS RECOMMENDED BY THE CEO AND SUBJECT TO REVIEW AND APPROVAL BY THE COMMITTEE. THE COMMITTEE, WHICH MEETS AT LEAST FOUR TIMES A YEAR, OBTAINS PROFESSIONAL ADVICE FROM ITS OWN EXPERTS, INCLUDING ACCOUNTANTS, EXECUTIVE COMPENSATION CONSULTANTS AND LEGAL COUNSEL. SECTION B, LINE 16A AND B: UPMC has a formal written policy pertaining to joint ventures between UPMC Tax-Exempt entities and taxable entities. The policy employs an internal procedure for review of all transactions involving potential participation in joint ventures and similar arrangements to ensure that such entities operate in accordance with applicable IRS policies and within UPMC's charitable purposes. SECTION C, LINE 19 UPMC's Public Website (www.upmc.com) makes its financial results, conflict of interest process, and various information about governance and oversight available to the public. Additional information may be supplied upon specific request for data not posted to the web site.
PART VII COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES	SECTION A AND SECTION B	SECTION A Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report compensation and other information about officers, directors, trustees, key employees and certain other highly paid employees on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721. SECTION B Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report certain professional contractors and certain other contractors on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the group return of UPMC Group, EIN 20-8295721.
PART VIII STATEMENT OF REVENUE		Line 1 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721.
PART X BALANCE SHEET		SCHEDULE K PART I, DESCRIPTION OF PURPOSE, COLUMN (F) SERIES 2003B 6/17/2003 The proceeds from the sale of the Bonds were used by UPMC to undertake a project consisting of financing all or a portion of (1) the cost of refunding the Authority's Redeemed 1992B Bonds issued 12/31/1992; (2) the costs of refunding the Authority's outstanding Hospital Revenue Refunding bonds, Series 1992 issued 11/5/1992 (Magee-Womens Hospital Project) (the "Prior Magee Bonds"); (3) the costs of refunding the Butler County Industrial Development Authority's outstanding Health Center Revenue Refunding Bonds, Series 1993 issued 11/4/1993, Pittsburgh Lifetime Care Community (Sherwood Oaks Project) (the "Prior Sherwood Oaks Bonds", and together with the Prior Magee Bonds and the Redeemed 1992B Bonds, the "refunded bonds"); (4) the costs of acquiring, constructing and equipping certain renovations, improvements, and other capital expenditures relating to the facilities of the Corporation, including its Subsidiary Hospitals devoted to their tax-exempt purposes, including the reimbursement of prior capital expenditures; and (5) the payment of the costs of issuing the Bonds. SERIES 2004A 3/25/2004 The proceeds from the sale of the Series 2004A Bonds were used by UPMC to provide a portion of the funds necessary to undertake a project consisting of: (i) refinancing of (a) the Authority's Hospital Revenue Note, Series 2002 B-1 issued 10/31/2002 (St. Francis Acquisition Project) and (b) the Authority's Hospital Revenue Drawdown Note, Series 2002B-2 issued 10/31/2002 (Children's Hospital Renovations Project) (collectively, the Series 2002 Notes), and (ii) the financing of certain costs of construction of a new facility for the Corporation's affiliate, Children's Hospital of Pittsburgh of UPMC Health System, including the reimbursement of prior capital expenditures. The Series 2002 Notes will be repaid and cancelled on the date of issuance of the Series 2004A Bonds. All costs of issuance and accrued interest on the Series 2002 Notes shall be paid by UPMC. SERIES 2007A 5/23/2007 Refunded ACHDA Series 1997A bonds issued 4/17/1997; partly refunded ACHDA Series 1997B bonds issued 11/3/1997; financing the costs of acquiring, constructing, and equipping certain renovations, improvement and other capital expenditures of the Corporation. SERIES 2008A 03/27/2008 Refunded ACHDA Series 2002A Bonds issued 3/27/2002; refunded ACHDA Series 2003A Bonds issued 3/6/2003; refunded PHEFA Series 2003C bonds issued 12/11/2003; refunded ACHDA Series 2004B Bonds issued 11/18/2004; refunded ACHDA Series 2005A Bonds issued 11/17/2005; refunded ACHDA Series 2007A3 Bonds issued 5/23/2007; fund various capital projects. SERIES 2008B 06/19/2008 The proceeds from the sale of the 2008B Bonds were used by UPMC to undertake a project consisting of (i) the refunding of all of the Authority's (1) Health Center Revenue Refunding Bonds, Series 1992B issued 12/21/1992 (Presbyterian University Health System, Inc. Project); (2) Health Center Revenue Bonds, Series 1998A issued 4/2/1998 (UPMC Health System); and (3) Health Center Revenue Bonds, Series 1998 issued 3/24/1998 (Canterbury Place); (ii) the refunding of all of the Allegheny County Industrial Development Authority Variable Rate Demand Revenue Refunding Bonds, Series 2002C issued 12/5/2002 (UPMC Health System); (iii) financing costs of acquiring, constructing and equipping certain renovations, improvements and other capital expenditures relating to the facilities of the Corporation, its Subsidiary Hospitals, and other affiliates devoted to their tax-exempt purposes, including the reimbursement of prior capital expenditures, and (iv) the payment of the costs of issuing the 2008B Bonds. SERIES 2009 NOTE 03/24/2009 The proceeds of the Note will be loaned to UPMC pursuant to the Financing Agreement and used (a) to finance capital expenditures or reimburse UPMC for previously incurred capital expenditures for hospital and/or health care facilities (the "Projects"); and (b) to pay all or a portion of the costs of issuing the Note. SERIES 2009A 06/03/2009 The proceeds from the sale of the 2009A Bonds will be used by the Corporation to undertake all or a portion of a project consisting of (i) financing the costs of acquiring, constructing and equipping certain renovations, improvements and other capital expenditures relating to the facilities of the Corporation, its Subsidiary Hospitals, and other affiliates devoted to their tax-exempt purposes, including the reimbursement of prior capital expenditures, and (ii) the payment of the costs of issuing the 2009A Bonds. SERIES 2010B,C,D,F 3/24/2010 The Series 2010B,C,D,F Bonds were issued concurrently with the Series 2010A,E Bonds in order to refund approximately $1.1 billion aggregrate principal amount of tax-exempt bonds previously issued for the benefit of the Corporation or one of the Subsidiary Hospitals. The proceeds from the sale of the 2010B,C,D,F will be used for (i) the refunding of all or a portion of the principal of various tax-exempt bonds previously issued by the Authority for the benefit of the Corporation or one of the Subsidiary Hospitals and (ii) the payment of all or a portion of the costs of issuing the 2010B,C,D,F. In conjunction with the issuance of the Series 2010B,C,D,F Bonds, the Corporation terminated certain of its derivatives contracts. The Series 2010B,C,D,F proceeds were used to refund the following bond issues: partly refunded ACHDA Series 2005B Bonds issued 11/17/2005; partly refunded ACHDA Series 2006A Bonds issued 3/30/2006; partly refunded ACHDA Series 2007A2 Bonds issued 5/23/2007; partly refunded ACHDA Series 2007C Bonds issued 11/15/2007; partly refunded ACHDA Series 2007D Bonds issued 11/15/2007; y refunded part and reissued remaining ACHDA Series 2007B Bonds issued 7/18/2007; reissued ACHDA Series 2008 Note issued 12/8/2008. UPMC Bond Series 2010A,E Issuers: Allegheny County Hospital Development Authority Pennsylvania Higher Educational Facilities Authority Issuer EIN: 25-1327925 23-2243852 CUSIP# 01728A Y34 70917R YX7 SERIES 2010A,E 3/24/2010 The Series 2010A,E Bonds were issued concurrently with the Series 2010B,C,D,F bonds in order to refund approximately $1.1 billion aggregrate principal amount of tax-exempt bonds previously issued for the benefit of the Corporation or one of the Subsidiary Hospitals. The proceeds from the sale of the 2010A,E bonds will be used for (i) the refunding of all or a portion of the principal of various tax-exempt bonds previously issued by the Authority for the benefit of the Corporation or one of the Subsidiary Hospitals and (ii) the payment of all or a portion of the costs of issuing the 2010A,E. In conjunction with the issuance of the Series 2010A,E Bonds, the Corporation terminated certain of its derivatives contracts. The Series 2010A,E proceeds were used to refund the following bond issues: refunded ACHDA Series 1988B Bonds issued 3/1/1988; refunded ACHDA Series 1990 Bonds issued 3/22/1990; partly refunded ACHDA Series Magee 1993 Bonds issued 7/28/1993; partly refunded ACHDA Series 1998 B Bonds issued 6/25/1998; partly refunded PHEFA Series 1999A Bonds issued 3/4/1999; refunded ACHDA Series 1999B Bonds issued 4/21/1999; partly refunded PHEFA Series 2001A Bonds Issued 6/5/2001; partly refunded ACHDA Series 2005B Bonds issued 11/17/2005; partly refunded ACHDA Series 2006A Bonds issued 3/30/2006; partly refunded ACHDA Series 2007A2 Bonds issued 5/23/2007; partly refunded ACHDA Series 2007C Bonds issued 11/15/2007; partly refunded ACHDA Series 2007D Bonds issued 11/15/2007. SCHEDULE K, PART II, BOND SERIES 2007A BOND DEFEASANCE DISCLOSURE The 2007A bonds are comprised of three subseries which are the 2007A1, 2007A2 and 2007A3. The subseries 2007A2 was refunded by the Series 2010AE and the Series 2010BCDF bonds. The subseries 2007A3 was refunded by the Series 2008A bonds. The amounts on Schedule K Part 2, lines 1 through 7 were prorated by the remaining bond subseries 2007A1.
PART XI RECONCILIATION OF NET ASSETS	LINE 5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES	FUND BALANCE TRANSFER INVESTMENT IN AFFILIATE (307,585,565) UNREALIZED INVESTMENT GAINS AND LOSSES 163,014,707 MINIMUM PENSION LIABILITY ADJUSTMENT 118,573,055 SUBSIDIARY INVESTMENT CORRECTION 1,383,691 TRANSFER OF SUBSIDIRARIES' BALANCES 320,760,593 FUNDS RELEASED FROM RESTRICTION 4,876,940 NET RESTRICTED FUNDS ACTIVITY 676 TOTAL OTHER CHANGES IN NET ASSETS OR FUND BALANCES 301,024,097
PART XII FINANCIAL STATEMENTS AND REPORTING		QUESTION 2B AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARIES. SCHEDULE J COMPENSATION INFORMATION PURSUANT TO TREASURY REGULATION SECTION 1.6033-2(D)(5), UPMC HAS ELECTED TO REPORT COMPENSATION AND OTHER INFORMATION ABOUT OFFICERS, DIRECTORS, TRUSTEES, KEY EMPLOYEES AND CERTAIN OTHER HIGHLY PAID EMPLOYEES ON A CONSOLIDATED BASIS FOR ALL THE THE MEMBERS OF THE GROUP, INCLUDING THE PARENT ORGANIZATION, ON THE GROUP RETURN OF UPMC GROUP, EIN 20-8295721.
SCHEDULE L TRANSACTIONS WITH INTERESTED PERSONS	PART IV	For purposes of Schedule L, UPMC has obtained and reported relevant information from interested persons including officers, key employees and directors of UPMC. Each of the transactions described in Schedule L part IV were negotiated at arm's length and are based upon fair value. In accordance with applicable policies and procedures, interested persons abstained from UPMC's decision making process with respect to each transaction. In addition, to the extent that family members of Board members were employed by UPMC, the employment relationships pre-dated the Board member's joining the Board. In the interest of full transparency the disclosure amounts include all UPMC system-wide activity (inclusive of UPMC and all subsidiaries) rather than only UPMC parent entity discrete activity. They also reflect transactions for which UPMC is the recipient of funds, as well as the payor of funds. (a)Name of Interested Person: Anita Courcoulas M.D. (b)Relationship Between Interested Family member of board member Person and the Organization: Ira Gumberg (c)Amount of Transaction: $724,676 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Bank of New York Mellon (b)Relationship Between Interested Board Member Mark A. Nordenberg is Person and the Organization: Board Member of Interested Person (c)Amount of Transaction: $1,435,903 (d)Description of Transaction: Bank Fees (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Eckert Seamans Cherin and Mellott LLC (b)Relationship Between Interested Board member John R. McGinley Person and the Organization: Jr. Shareholder and Member of Board of Directors of Interested Person (c)Amount of Transaction: $1,019,819 (d)Description of Transaction: Legal services (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Edith Tzeng M.D. (b)Relationship Between Interested Family member of board Person and the Organization: member Timothy Billiar M.D. (c)Amount of Transaction: $77,062 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Kathleen Pietragallo (b)Relationship Between Interested Family Member of Board Member Person and the Organization: William Pietragallo II (c)Amount of Transaction: $114,414 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Louis Pietragallo M.D. (b)Relationship Between Interested Family Member of Board Member Person and the Organization: William Pietragallo II (c)Amount of Transaction: $553,418 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Oxford Development Company (b)Relationship Between Interested Board Member Anne Lewis is Board Person and the Organization: Member of Interested Person (c)Amount of Transaction: $7,088,150 (d)Description of Transaction: Property Management, Development, & Construction (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Pietragallo Gordon Alfano Bosick and Raspanti, LLP (b)Relationship Between Interested Board member William Person and the Organization: Pietragallo II is Managing Director of interested person (c)Amount of Transaction: $201,870 (d)Description of Transaction: Legal Services (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: PNC Bank (b)Relationship Between Interested Board Member Thomas Usher is Board Person and the Organization: Member of Interested Person (c)Amount of Transaction: $2,367,312 (d)Description of Transaction: Bank Fees (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: PNCEF LLC (b)Relationship Between Interested Board Member Thomas Usher is Board Person and the Organization: Member of Parent Company of Interested Person (c)Amount of Transaction: $289,603 (d)Description of Transaction: Equipment Financing (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Rebecca Kaul (b)Relationship Between Interested Family member of UPMC Person and the Organization: President and CEO Jeffrey Romoff (c)Amount of Transaction: $332,298 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Scott Cindrich (b)Relationship Between Interested Family Member of UPMC Key Person and the Organization: Employee Robert Cindrich (c)Amount of Transaction: $152,798 (d)Description of Transaction: Compensation (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Dick Building Company (b)Relationship Between Interested Board Member Douglas Dick is Chair Person and the Organization: and CEO of Interested Person (c)Amount of Transaction: $134,970 (d)Description of Transaction: Construction (e)Sharing of Organizations Revenue No (a)Name of Interested Person: Pittsburgh Steelers Premium SeatsLP (b)Relationship Between Interested Interested Person Entity More Than Person and the Organization: 5% Owned by Board Member Robert Paul (c)Amount of Transaction: $134,372 (d)Description of Transaction: Event Tickets (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Pittsburgh Steelers Premium SeatsLP (b)Relationship Between Interested Interested Person Entity More Than Person and the Organization: 5% Owned by Board Member John R. McGinley, Jr. (c)Amount of Transaction: $134,372 (d)Description of Transaction: Event Tickets (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: West Penn AAA (b)Relationship Between Interested Board Member Richard Person and the Organization: Hamilton Officer of Interested Person (c)Amount of Transaction: $457,548 (d)Description of Transaction: Space Rental (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Arthur S. Levine, M.D. (b)Relationship Between Interested Interested Person is a Board Member Person and the Organization: and is paid for consulting services from related entities (c)Amount of Transaction: $139,034 (d)Description of Transaction: Consulting Services (e)Sharing of Organizations Revenue: No
SCHEDULE L TRANSACTIONS WITH INTERESTED PERSONS (CONTINUED)	PART IV	(a)Name of Interested Person: Ampco-Pgh. Corporation (b)Relationship Between Interested Board member Robert A. Paul Person and the Organization: Chairman and CEO of interested person (c)Amount of Transaction: $1,196,982 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Bank of New York Mellon Corporation (b)Relationship Between Interested Board member Mark Nordenberg Person and the Organization: Board Member of interested person (c)Amount of Transaction: $1,997,438 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Greycourt and Company (b)Relationship Between Interested BOD member Mark J. Laskow Person and the Organization: Managing director and CEO of Interested Person (c)Amount of Transaction: $230,776 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Guyasuta Investment Advisors,Inc. (b)Relationship Between Interested Board member Neil Y. Van Horn Person and the Organization: Managing Director of Interested person (c)Amount of Transaction: $122,248 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Hanna Holdings (b)Relationship Between Interested Board member Howard W. Hanna Person and the Organization: III Chairman and CEO of interested person (c)Amount of Transaction: $1,428,898 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Holliday Fenoglio Fowler LP (b)Relationship Between Interested Board member John H. Pelusi Person and the Organization: Jr. Managing Director and Managing Member of Interested Person (c)Amount of Transaction: $187,409 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Oxford Development Company & Affiliates (b)Relationship Between Interested Board Member Anne Lewis is Board Person and the Organization: Member of Interested Person (c)Amount of Transaction: $1,880,554 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Pietragallo Alfano Bosick and Raspanti LLP (b)Relationship Between Interested Board Member William Pietragallo II Person and the Organization: is Managing Director of Interested Person (c)Amount of Transaction: $902,485 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: PNC Bank (b)Relationship Between Interested Board Member Thomas Usher is Person and the Organization: Board Member of Interested Person (c)Amount of Transaction: $5,072,057 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No (a)Name of Interested Person: Arch Street Management, LLC (b)Relationship Between Interested Board Member G. Nicholas Beckwith Person and the Organization: is Chairman and CEO of Interested Person (c)Amount of Transaction: $105,419 (d)Description of Transaction: Health Insurance (e)Sharing of Organizations Revenue: No

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

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" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Part I

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

(a) Name, address, and EIN 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
(1) LHHS LLC 600 GRANT STREET PITTSBURGH,PA15219 23-2923969	INACTIVE	PA	0	0	NA

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 organization
(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) UPMC SENIOR COMMUNITIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1574736	SR LIVING	PA	501(c)(3)	9	NA
(2) PITTSBURGH LIFETIME CARE COMMUNITY 600 GRANT STREET PITTSBURGH,PA15219 25-1335247	CCRC	PA	501(c)(3)	9	UPMC SENIOR
(3) CANTERBURY PLACE 600 GRANT STREET PITTSBURGH,PA15219 25-0965334	SR LIVING	PA	501(c)(3)	11(A) I	UPMC SENIOR
(4) SENECA PLACE 600 GRANT STREET PITTSBURGH,PA15219 72-1562844	SR LIVING	PA	501(c)(3)	9	UPMC SENIOR
(5) SHADYSIDE HOSPITAL SUPPORTING FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 26-0303394	FOUNDATION	PA	501(c)(3)	11(A) I	NA
(6) UPMC LEE 600 GRANT STREET PITTSBURGH,PA15219 25-0613830	INACTIVE	PA	501(c)(3)	3	NA
(7) COMMUNITY PHYSICIAN SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1722923	INACTIVE	PA	501(c)(3)	9	UPMC
(8) UNIVERSITY OF PITTSBURGH 4200 FIFTH AVENUE PITTSBURGH,PA15260 25-0965591	UNIVERSITY	PA	501(c)(3)	2	NA
(9) PITTSBURGH CARE PARTNERSHIP INC 2400 ARDMORE BOULEVARD PITTSBURGH,PA15221 25-1753852	HEALTHCARE	PA	501(c)(3)	9	NA
(10) UPMC CENTER FOR HIGH VALUE HEALTHCARE 600 GRANT STREET PITTSBURGH,PA15219 45-2178782	RESEARCH	PA	501(C)(3)	7	UPMC
(11) CLINICALCONNECT HIE 600 GRANT STREET PITTSBURGH,PA15219 27-4585032	TECHNOLOGY	PA	501(C)(3)	11(B)II	UPMC
(12) UPMCSTCLAIR HOSPITAL CANCER CENTER 600 GRANT STREET PITTSBURGH,PA15219 45-2047948	ONCOLOGY SVCS	PA	501(C)(3)	3	U P CANCER
(13) UPMC HAMOT 201 STATE STREET ERIE,PA16550 25-0965387	HOSPITAL	PA	501(C)(3)	3	UPMC
(14) KANE COMMUNITY HOSPITAL 4372 ROUTE 6 KANE,PA16735 25-0998168	HOSPITAL	PA	501(C)(3)	3	UPMC HAMOT
(15) REGIONAL HEALTH SERVICES INC 300 STATE STREET ERIE,PA16507 25-1403958	OUTPATIENT SV	PA	501(C)(3)	9	UPMC HAMOT

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

Cat. No. 50135Y

Schedule R (Form 990) 2010

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	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI 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 VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) LILIANE S KAUFMANN MOB ASSOC 600 GRANT STREET PITTSBURGH,PA15219 25-1551779	MOB	PA	UPMC PRESBYSHA	RELATED	0	0		No		Yes		93.514 %
(2) SENECA HILLS ASSISTED LIVING LP 600 GRANT STREET PITTSBURGH,PA15219 23-2873106	ASST LIVING	PA	UPMC SR COMMUNI	RELATED	0	0		No		Yes		100.000 %
(3) ST MARGARET MEDICAL ARTS ASSOCIATES 600 GRANT STREET PITTSBURGH,PA15219 25-1786655	MOB	PA	UPMC SR COMMUNI	RELATED	0	0		No		Yes		100.000 %
(4) CORE NETWORK LLC 600 GRANT STREET PITTSBURGH,PA15219 25-1786209	PHYSICAL THER	PA	UPMC COMM PROVI	RELATED	0	0		No		Yes		75.694 %
(5) UPMC JEFFERSON REGIONAL HOME HEALTH LP 600 GRANT STREET PITTSBURGH,PA15219 25-1844485	HEALTHCARE SV	PA	UPMC COMM PROVI	RELATED	0	0		No		Yes		60.810 %
(6) LIFE HOME CARE LP 600 GRANT STREET PITTSBURGH,PA15219 25-1847839	HEALTHCARE SV	PA	UPMC COMM PROV	RELATED	0	0		No		Yes		66.667 %
(7) SHADYSIDE MEDICAL CENTER ASSOCIATES 600 GRANT STREET PITTSBURGH,PA15219 25-1608318	MOB	PA	MEDICAL CTR PRO	RELATED	0	0		No		Yes		100.000 %
(8) UPMC ITALY SRL PIAZZA SETT ANGELI 10 90134 IT	HEALTHCARE	IT	UPMC OVERSEAS	RELATED	0	0		No		Yes		100.000 %
(9) CHARTWELL PA LP 600 GRANT STREET PITTSBURGH,PA15219 25-1729714	HOME THERAPY	PA	UPMC COMMUNITY	RELATED	0	0		No		Yes		83.000 %
(10) RX PARTNERS LTC LLC 600 GRANT STREET PITTSBURGH,PA15219 25-1855593	PHARMACY SERV	PA	RX PARTNERS IN	RELATED	0	0		No		Yes		100.000 %
(11) HAMOT-KCH REAL ESTATE VENTURE LLC 300 STATE STREET ERIE,PA16507 26-3691782	MEDICAL OFFICE BL	PA	UPMC HAMOT	RELATED	0	0		No		Yes		100.000 %
(12) HAMOT SURGERY CENTER LLC 200 STATE STREET ERIE,PA16557 25-1863661	AMBULATORY SURGER	PA	UPMC HAMOT	RELATED	0	0		No		Yes		51.000 %
(13) LIFE CARE HOME SERVICES OF NW 1647 SASSAFRAS STREET ERIE,PA16501 25-1536879	HOME HEALTH SVCS	PA	BAYSIDE DEVELOP	RELATED	0	0		No		Yes		95.000 %

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
(1) HC PHARMACY CENTRAL INC 60O GRANT STREET PITTSBURGH,PA15219 25-1364192	PHARMACY CO OP	PA	VARIOUS	C	0	0	78.571 %
(2) CHILDREN'S COMMUNITY CARE 600 GRANT STREET PITTSBURGH,PA15219 25-1781887	PEDIATRIC SVC	PA	CHILDREN'S HOSP	C	0	0	100.000 %
(3) UPMC HORIZON HEALTH PLAN 600 GRANT STREET PITTSBURGH,PA15219 25-1804543	MEDICAL SVCS	PA	UPMC HORIZON	C	0	0	100.000 %
(4) NORTHWEST RADIATION TREATMENT 600 GRANT STREET PITTSBURGH,PA15219 25-1562979	RADIATION SVC	PA	UPMC HORIZON	C	0	0	66.670 %
(5) COOLOCK ENTERPRISES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1512753	REAL ESTATE	PA	UPMC MERCY	C	0	0	100.000 %
(6) UPMC CANCER CENTERS INTERNATIONAL LIMITE 6TH FLOOR BEACON HOSPITAL SANDYFORD DUBLIN 18 EI	CANCER TREATM	EI	U OF P CANCER	C	0	0	100.000 %
(7) UPMC CANCER CENTERS IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL SANDYFORD DUBLIN 18 EI	CANCER TREATM	EI	UPMC CC INTER	C	0	0	100.000 %
(8) UPMC CANCER CENTERS HOLDING COMPANY INC 600 GRAMT STREET PITTSBURGH,PA15219 25-1877017	HOLDING CO	PA	NA	C	0	54,634,054	100.000 %
(9) HEMATOLOGY ONCOLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 42-1648357	HEALTHCARE	PA	UPMC CC HOLDING	C	0	0	100.000 %
(10) ONCOLGY HEMATLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 25-1762980	HEALTHCARE	PA	UPMC CC HOLDING	C	0	0	100.000 %
(11) SEWICKLEY MEDICAL ONCOLOGY-HEMATOLOGY GR 600 GRANT STREET PITTSBURGH,PA15219 25-1890216	HEALTHCARE	PA	UPMC CC HOLDING	C	0	0	100.000 %
(12) TRI-STATE NEUROSURGICAL ASSOC-UPMC INC 600 GRANT STREET PITTSBURGH,PA15219 25-1458655	HEALTHCARE	PA	UPMC CC HOLDING	C	0	0	100.000 %
(13) RENAISSANCE FAMILY PRACTICE-UPMC INC 600 GRANT STREET PITTSBURGH,PA15219 26-2942406	HEALTHCARE	PA	UPMC CC HOLDING	C	0	0	100.000 %
(14) UPMC HOLDING COMPANY INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777713	HOLDING CORP	PA	NA	C	43,418,122	271,277,457	100.000 %
(15) UPMC COVERAGE PRODUCTS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777710	HOLDING CORP	PA	UPMC HOLDING CO	C	0	0	100.000 %
(16) FREEDOM INSURANCE COMPANY 600 GRANT STREET PITTSBURGH,PA15219 03-0308944	INSURANCE	VT	UPMC COV PRODS	C	0	0	100.000 %
(17) TRI-CENTURY INSURANCE CO 600 GRANT STREET PITTSBURGH,PA15219 25-1500739	INSURANCE	PA	UPMC COV PRODS	C	0	0	100.000 %
(18) UPMC INSURANCE AGENCY INC 600 GRANT STREET PITTSBURGH,PA15219 25-1883237	INSURANCE	PA	UPMC COV PRODS	C	0	0	100.000 %
(19) UPMC HEALTH BENEFITS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1844144	INSURANCE	PA	UPMC COV PRODS	C	0	0	100.000 %
(20) UPMC HEALTH NETWORK INC 600 GRANT STREET PITTSBURGH,PA15219 72-1527566	INSURANCE	PA	UPMC COV PRODS	C	0	0	100.000 %
(21) UPMC HEALTH PLAN INC 600 GRANT STREET PITTSBURGH,PA15219 23-2813536	INSURANCE	PA	UPMC COV PRODS	C	0	0	88.660 %
(22) UPMC BENEFIT MANAGEMENT SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1769564	WORKER'S COMP	PA	UPMC COV PRODS	C	0	0	100.000 %
(23) UPMC DIVERSIFIED SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1778454	HOLDING CORP	PA	UPMC HOLDING CO	C	0	0	100.000 %
(24) MONROEVILLE SPECIALTY CLINIC 600 GRANT STREET PITTSBURGH,PA15219 25-1666087	HEALTHCARE	PA	UPMC HOLDING	C	0	0	100.000 %
(25) MEDICAL ARCHIVAL SYSTEMS 600 GRANT STREET PITTSBURGH,PA15219 23-2912501	SOFTWARE DEV&	DE	UPMC HOLDING CO	C	0	0	90.000 %
(26) PRESBY HEALTH RESOURCE MGMT 600 GRANT STREET PITTSBURGH,PA15219 25-1422155	HEALTHCARE	PA	UPMC DIVERSIFIE	C	0	0	100.000 %
(27) BIOTRONICS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1843500	EQUIP MAINTEN	PA	UPMC DIVERSIFIE	C	0	0	100.000 %
(28) MEDICAL CENTER PROPERTIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1796940	REAL ESTATE	PA	UPMC HOLDING CO	C	0	0	100.000 %
(29) RX PARTNERS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1801966	RETAIL SERVIC	PA	RX PARTNERS INC	C	0	0	100.000 %
(30) UPMC ENVIRONMENTAL RESEARCH CENTER 600 GRANT STREET PITTSBURGH,PA15219 20-4309237	INACTIVE	PA	STRAT BUSINESS	C	0	0	100.000 %
(31) ASKESIS DEVELOPMENT GROUP INC 600 GRANT STREET PITTSBURGH,PA15219 54-1625585	SOFTWARE DEVE	DE	NA	C	908,412	3,202,806	70.000 %
(32) PANTHER REINSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	CATHEDRAL (RE)	C	0	0	100.000 %
(33) FORBES REINSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	NA	C	9,847,422	129,173,758	100.000 %
(34) CATHEDRAL (RE)INSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	FORBES REINSURA	C	0	0	100.000 %
(35) UPMC INTERNATIONAL HEALTH INITIATIVES 600 GRANT STREET PITTSBURGH,PA15219 84-1706741	INACTIVE	PA	UPMC INT'L HOLD	C	0	0	100.000 %
(36) UPMC IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL SANDYFORD DUBLIN 18 EI	HEALTHCARE SU	EI	UPMC INT'L HOLD	C	0	0	100.000 %
(37) UPMC UNITED KINGDOM LTD C/O NAIRCO 11TH FLOOR WHITEFRIARS LEWINS MEAD,BRISTOLBS1 2NT UK 98-0571026	SOFTWARE LICE	UK	UPMC INT'L HOLD	C	0	0	100.000 %
(38) UPMC CYPRUS HOLDINGS LTD JULIA HOUSE 3 THEMISTOCLES DERVIS NICOSIA CY 1066 CY	HEALTHCARE SU	CY	UPMC INT'L HOLD	C	0	0	100.000 %
(39) UPMC CYPRUS LTD JULIA HOUSE 3 THEMISTOCLES DERVIS NICOSIA CY 1066 CY	HEALTHCARE SU	CY	UPMC INT'L HOLD	C	0	0	100.000 %
(40) UPMC BEACON SANDYFORD LIMITED STE 36 BEACON HALL BEACON COURT SANDYFORD DUBLIN 18 EI	HOSPITAL OPER	ID	UPMC IRELAND LT	C	0	0	66.670 %
(41) UPMC BSC LIMITED STE 36 BEACON HALL BEACON COURT SANDYFORD DUBLIN 18 EI	HOLDING COMPA	EI	UPMC BEACON SAN	C	0	0	100.000 %
(42) UPMC BMGS LIMITED STE 36 BEACON HALL BEACON COURT SANDYFORD DUBLIN 18 EI	TRIOLOGY LEAS	EI	UPMC BEACON SAN		0	0	100.000 %
(43) UPMC BHSH LIMITED BEACON HALL THE MALL AT BEACON CRT SANDYFORD DUBLIN 18 EI	HOLDING COMPA	EI	UPMC BEACON SAN		0	0	100.000 %
(44) KANE ANESTHESIA PROFESSIONAL SERVICES 4372 ROUTE 6 KANE,PA16735 05-0555457	ANESTHESIA SVCS	PA	KANE COMMUNITY	C	0	0	100.000 %
(45) BAYFRONT REGIONAL DEVELOPMENT CORP 300 STATE STREET SUITE 100 ERIE,PA16507 25-1401388	RE HOLDINGS CO	PA	UPMC HAMOT	C	0	0	100.000 %
(46) BAYSIDE DEVELOPMENT CORP 300 STATE STREET SUITE 100 ERIE,PA16507 25-1401386	REAL ESTATE/PHARM	PA	BAYFRONT REG DE	C	0	0	100.000 %
(47) 21ST CENTURY BIODEFENSE INC 600 GRANT STREET PITTSBURGH,PA15219 26-3806281	HEALTHCARE	PA	UPMC	C	-5,610,353	-13,156,839	100.000 %

Schedule R (Form 990) 2010

Page 3

Part V

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

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

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 (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

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

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

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

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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 other organization	(b) Transaction type(a-r)	(c) Amount involved
(1) ASKESIS	A	10,069
(2) CENTER FOR EMERGENCY MEDICINE OF WESTERN PA	A	1,165,690
(3) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	A	3,482,058
(4) MEDICAL ARCHIVAL SYSTEM INC	A	108,604
(5) PITTSBURGH LIFETIME CARE COMMUNITY	A	1,052,726
(6) SHADYSIDE MEDICAL CENTER ASSOCIATES	A	328,444
(7) CHARTWELL PA LP	A	26,714
(8) CHILDREN'S HOSPITAL OF PITTSBURGH OF THE UPMC	A	300,200
(9) CHILDREN'S COMMUNITY CARE	A	121,022
(10) UPMC EMERGENCY MEDICINE INC	A	110,380
(11) HC PHARMACY CENTRAL INC	A	231,354
(12) UPMC COMMUNITY PROVIDER SERVICES	A	184,729
(13) UPMC HEALTH PLAN INC	A	2,251,716
(14) UPMC IMITS CENTER	A	48,604
(15) LIFE HOME CARE LP	A	24,421
(16) MAGEE-WOMENS HOSPITAL OF UPMC	A	204,456
(17) UPMC VISITING NURSES ASSOCIATION	A	7,887
(18) ONCOLOGY-HEMATOLOGY ASSOCIATION INC	A	125,793
(19) UNIVERSITY OF PITTSBURGH CANCER INSTITUTE CAN	A	732,778
(20) UPMC PRESBYTERIAN SHADYSIDE	A	5,082,531
(21) STRATEGIC BUSINESS INITIATIVES LLC	A	294,685
(22) SBI QUALIFYING SOLUTIONS LLC	A	390,421
(23) UPMC ST MARGARET	A	676,113
(24) SIMMEDICAL LLC	A	10,879
(25) UPMC JEFFERSON REGIONAL HOME HEALTH LP	A	9,244
(26) UNIVERSITY PITTSBURGH PHYSICIANS	A	5,578,956
(27) UPMC COMMUNITY MEDICINE INC	A	447,783
(28) MONROEVILLE SPECIALTY CLINIC INC	A	825,282
(29) TRI-STATE NEUROSURGICAL ASSOCIATES - UPMC	A	7,240
(30) UPMC BRADDOCK	B	204,176
(31) CHILDREN'S HOSPITAL OF PITTSBURGH OF THE UPMC	B	83,500,679
(32) UPMC HORIZON	B	4,484,737
(33) UPMC MERCY	B	296,225
(34) SENECA PLACE	B	18,708,725
(35) UNIVERSITY OF PITTSBURGH PHYSICIANS	B	380,970
(36) UPMC HAMOT	B	200,000,000
(37) UNIVERSITY OF PITTSBURGH PHYSICIANS	O	3,289,539
(38) UPMC EMERGENCY MEDICINE	O	118,863
(39) UNIVERSITY OF PITTS CANCER INST CANCER SVCS	P	194,685
(40) UNIVERSITY OF PITTSBURGH PHYSICIANS	P	7,742,466
(41) UPMC COMMUNITY PROVIDER SERVICES	P	306,183
(42) UPMC COMMUNITY MEDICINE INC	P	1,115,445
(43) UPMC HORIZON	P	1,153,555
(44) UPMC BEDFORD MEMORIAL	P	280,578
(45) UPMC NORTHWEST	P	1,030,030
(46) VISITING NURSES ASSOCIATION OF VENANGO COUNTY	P	288,318
(47) MAGEE-WOMENS HOSPITAL OF UPMC HEALTH SYSTEM	P	8,072,979
(48) UPMC PASSAVANT	P	4,121,198
(49) UPMC ST MARGARET	P	3,030,353
(50) CHILDREN'S HOSPITAL OF PITTSBURGH OF THE UPMC	P	3,873,218
(51) UPMC MCKEESPORT	P	1,069,085
(52) UPMC MERCY	P	2,776,880
(53) UPMC FOR YOU	P	747,716
(54) COMMUNITY CARE BEHAVIORAL HEALTH	P	800,716
(55) CHARTWELL PA LP	P	107,222
(56) CORE NETWORK LLLC	P	51,971
(57) SENECA PLACE	P	72,307
(58) HEMATOLOGY ONCOLOGY ASSOCIATION	P	172,890
(59) ONCOLOGY-HEMATOLOGY ASSOCIATION INC	P	97,500
(60) UPMC BENEFIT MANAGEMENT SERVICES INC	P	615,616
(61) UPMC HEALTH PLAN INC	P	1,156,907
(62) UPMC HEALTH NETWORK INC	P	674,102
(63) CATHEDRAL (RE)INSURANCE COMPANY LTD	P	96,819
(64) FORBES REINSURANCE COMPANY LTD	P	104,471
(65) MONROEVILLE SPECIALTY CLINIC INC	P	81,793
(66) TRI-STATE NEUROSURGICAL ASSOCIATES-UPMC INC	P	87,003
(67) UPMC HOLDING COMPANY INC	P	1,431,427
(68) RENAISSANCE FAMILY PRACTICE-UPMC INC	P	131,032
(69) UPMC PRESBYTERIAN SHADYSIDE	P	26,557,357
(70) CHILDREN'S COMMUNITY CARE	R	575,432
(71) MAGEE-WOMENS HOSPITAL OF UPMC	R	70,110,248
(72) UPMC MCKEESPORT	R	7,336,735
(73) UPMC PASSAVANT	R	58,223,307
(74) UPMC NORTHWEST	R	68,852,338
(75) UPMC PRESBYTERIAN SHADYSIDE	R	82,952,621
(76) UPMC ST MARGARET	R	29,709,912

Schedule R (Form 990) 2010

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

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
SCHEDULE R - RELATED ORGANIZATIONS AND UNRELATED PARTNERSHIPS	PART II - IDENTIFICATION OF RELATED TAX-EXEMPT ORGANIZATIONS	THE FOLLOWING IS A LIST OF RELATED ORGANIZATIONS THAT ARE PART OF THE UPMC GROUP EXEMPTION: Community Family Health Center University of Pitts. Cancer Institute Cancer Srvcs. University of Pittsburgh Physicians UPMC Community Provider Services UPMC Community Medicine, Inc. UPMC Emergency Medicine, Inc. UPMC Horizon UPMC Horizon Community Health Foundation UPMC International Holdings, Inc. UPMC Overseas, Inc. Cranberry Place Health Center Development Sugar Creek Station The Heritage Shadyside University Health Center of Pittsburgh UPMC Bedford Memorial UPMC Behavioral Health Services UPMC Northwest UPMC Visiting Nurses Association Center for Biosecurity Magee-Womens Hospital of UPMC Passavant Professional Associates, Inc. UPMC Passavant UPMC St. Margaret Childrens' Hospital of Pittsburgh Of The UPMC Health System UPMC Braddock UPMC McKeesport UPMC McKeesport Physicians, Inc. UPMC Occupational Medicine, Inc. UPMC Presbyterian Shadyside UPMC Mercy UPMC IMITS UPMC East UPMC FOR YOU, INC. Community Care Behavioral Health Center for Emergency Medicine
PART V TRANSACTIONS WITH RELATED ORGANIZATIONS		PART V In general the cash management policy of UPMC is to transfer all excess funds available from exempt subsidiaries to UPMC, the parent entity. These are not considered a transfer of net assets for which disclosure is required if 25% or more of net assets are transferred.

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: SUPPORT OF SUBSIDIARY TAX-EXEMPT HEALTHCARE, EDUCATION AND RESEARCH ORGANIZATIONS
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	53
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	40
5	Total number of individuals employed in calendar year 2010 (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	430,024
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	143,499,495	119,237,637
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	56,224,001	172,796,967
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	661,024	71,555,873
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	200,384,520	363,590,477
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	14,513,350	2,534,604
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)	446,561	0
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–24f)....	284,923,519	250,865,628
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	299,883,430	253,400,232
19	Revenue less expenses. Subtract line 18 from line 12......	-99,498,910	110,190,245
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	4,136,348,263	4,545,123,922
21	Total liabilities (Part X, line 26)............	3,915,595,860	3,913,157,177
22	Net assets or fund balances. Subtract line 21 from line 20 .....	220,752,403	631,966,745

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.


4a	(Code: ) (Expenses $ 253,400,232 including grants of $ 2,534,604 ) (Revenue $ 152,574,660 )
	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 expenses$ 253,400,232

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	RENTALS TO AFFILIA		531,120	23,381,021	23,308,115	72,906
b	INTEREST INCOME		900,003	6,031,133		6,847	6,024,286
c	OTHER INCOME		900,099	23,881,040	2,453,844		21,427,196
d	EXP REIMB FROM SUBS		900,099	65,944,443	65,944,443
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			119,237,637
3	Investment income (including dividends, interest
	and other similar amounts).....			65,142,737		-1,561,130	66,703,867
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	898,836,915	34,541
b	Less: cost or other basis and sales expenses	791,217,226
c	Gain or (loss)	107,619,689	34,541
d	Net gain or (loss)..........			107,654,230			107,654,230
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	SUBPART F INCOME FROM CAPTIVE INSURANCE		524,298	10,687,615		1,911,401	8,776,214
b	TRANSFER FROM AFFILIATE		900,099	60,868,258	60,868,258
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			71,555,873
12	Total revenue. See Instructions....			363,590,477	152,574,660	430,024	210,585,793


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			171,008	1	77,240
2	Savings and temporary cash investments .......			35,911,850	2	200,247,549
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			-732,793	4	74,015,040
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............			5,212,932	7	6,698,493
8	Inventories for sale or use ..............			4,676,874	8	4,948,296
9	Prepaid expenses and deferred charges ............			9,464,298	9	7,697,218
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	598,539,773
b	Less: accumulated depreciation. .....	10b	313,830,733	357,050,879	10c	284,709,040
11	Investments—publicly traded securities ..........			878,652,565	11	1,171,110,656
12	Investments—other securities. See Part IV, line 11 ......			1,145,688,208	12	1,279,755,049
13	Investments—program-related. See Part IV, line 11 ..			227,285,220	13	71,039,224
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			1,472,967,222	15	1,444,826,117
16	Total assets. Add lines 1 through 15 (must equal line 34)...			4,136,348,263	16	4,545,123,922
17	Accounts payable and accrued expenses .			433,924,527	17	534,010,618
18	Grants payable ..........				18
19	Deferred revenue ..........			14,125,949	19	0
20	Tax-exempt bond liabilities ..........			2,736,553,824	20	2,640,047,067
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23	200,000,000
24	Unsecured notes and loans payable to unrelated third parties ....				24	70,500,000
25	Other liabilities. Complete Part X of Schedule D.....			730,991,560	25	468,599,492
26	Total liabilities. Add lines 17 through 25.....			3,915,595,860	26	3,913,157,177
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			220,748,381	27	631,962,047
28	Temporarily restricted net assets .....			4,022	28	4,698
29	Permanently restricted net assets .....			0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			220,752,403	33	631,966,745
34	Total liabilities and net assets/fund balances .....			4,136,348,263	34	4,545,123,922

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926 (see instructions for Form 926).................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If " Yes," the organization may be required to file Form 3520 and/or Form 3520-A. (see instructions for Forms 3520 and 3520-A)..........	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with respect to Certain Foreign Corporations. (see instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with respect to Certain Foreign Partnerships. (see instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see instructions for Form 5713)................................................	Yes	No