TY 2015 Form 990

- 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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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 described in section 170(b)(1)(A)(i).

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

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. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

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

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

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

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

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

Enter the number of supported organizations .............. 55

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 (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) UPMC PRESBYTERIAN SHADYSIDE	250965480	3	Yes		0	0
(B) UPMC BRADDOCK	251800797	3		No	0	0
(C) UPMC ST MARGARET	232875070	3		No	0	0
(D) UPMC COMMUNITY PROVIDER SERVICES	251804746	9		No	0	0
(E) UPMC PASSAVANT	250965451	3		No	0	0
(F) UPMC BEDFORD	231396795	3		No	0	0
(G) UPMC LEE	250613830	3		No	0	0
(H) UPMC MCKEESPORT	250965423	3		No	0	0
(I) UPMC HORIZON	250523970	3		No	0	0
(J) MAGEE-WOMEN'S HOSPITAL OF UPMC	250965420	3		No	0	0
(K) UPMC COMMUNITY MEDICINE INC	251727721	3		No	0	0
(L) UNIVERSITY OF PITTSBURGH PHYSICIANS	232919472	3		No	0	0
(M) UNIVERSITY OF PITTSBURGH	250965591	2	Yes		229,900,000	0
(N) CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC	250402510	3		No	0	0
(O) UPMC NORTHWEST	250489010	3		No	0	0
(P) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	251799823	9		No	0	0
(Q) UPMC SENIOR COMMUNITIES INC	251574736	9		No	0	0
(R) UPMC CENTER FOR HEALTH SECURITY	043770052	4		No	0	0
(S) UPMC FOR YOU	900174238	9		No	0	0
(T) UPMC IMITS CENTER	208392908	3		No	0	0
(U) UPMC MERCY	250965429	3		No	0	0
(V) UPMC EAST	274814831	3		No	0	0
(W) UPMC HAMOT	250965387	3		No	0	0
(X) UPMC CENTER FOR HIGH-VALUE HEALTHCARE	452178782	7		No	0	0
(Y) UPMC ALTOONA	231352155	3		No	0	0
(Z) PITTSBURGH CARE PARTNERSHIP INC	251753852	9		No	0	0
(AA) REGIONAL HEALTH SERVICES INC	251403958	9		No	0	0
(AB) SAFE HARBOR BEHAVIORAL HEALTH OF UPMC HAMOT	251317492	7		No	0	0
(AC) GREAT LAKES PHYSICIAN PRACTICE PC	464186362	3		No	0	0
(AD) UPMC ALTOONA PARTNERSHIP FOR A HEALTHY COMMUNITY	251842308	3		No	0	0
(AE) UPMC EMERGENCY MEDICINE INC	251787601	9		No	0	0
(AF) PASSAVANT PROFESSIONAL ASSOCIATES INC	251755608	9		No	0	0
(AG) UNIVERSITY OF PITTSBURGH CANCER INSTITUTE CANCER SERVICES	251899326	3		No	0	0
(AH) BUTLER HEALTH SYSTEMUPMC MUSCULOSKELETAL JOINT VENTURE INC	471869395	3		No	0	0
(AI) DONOHUE & ALLEN CARDIOLOGY - UPMC INC	460901441	3		No	0	0
(AJ) ERIE PHYSICIANS NETWORK - UPMC INC	453012506	3		No	0	0
(AK) UPMC - CONEMAUGH CANCER CENTER	202671883	3		No	0	0
(AL) SUGAR CREEK STATION	251472178	3		No	0	0
(AM) CRANBERRY PLACE	043709885	9		No	0	0
(AN) PITTSBURGH LIFETIME CARE COMMUNITY	251335247	9		No	0	0
(AO) THE HERITAGE SHADYSIDE	020614185	9		No	0	0
(AP) CANTERBURY PLACE	250965334	9		No	0	0
(AQ) SENECA PLACE	721562844	9		No	0	0
(AR) UPMC VISITING NURSES ASSOCIATION	251222033	9		No	0	0
(AS) HOME NURSING AGENCY AFFILIATES	251518698	9		No	0	0
(AT) UPMC ADVANCED PRACTICE PROVIDERS	471301784	3		No	0	0
(AU) HOME NURSING AGENCY AND VISITING NURSE ASSOCIATION	251188570	3		No	0	0
(AV) HOME NURSING AGENCY COMMUNITY SERVICES	251517533	3		No	0	0
(AW) HOME NURSING AGENCY FOUNDATION	251467014	7		No	0	0
(AX) CENTER FOR EMERGENCY MEDICINE OF WESTERN PENNSYLVANIA	251443759	9		No	0	0
(AY) UPMC JAMESON	250965406	3		No	0	0
(AZ) CHILDREN'S ADVOCACY CENTER OF LAWRENCE COUNTY	251581304	7		No	0	0
(BA) UPMCJAMESON CANCER CENTER	201459415	3		No	0	0
(BB) JAMESON MEDICAL CARE INC	260462696	9		No	0	0
(BC) JAMESON CARE CENTER INC	232871396	9		No	0	0
Total 55					229,900,000	0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10.

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2015. 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—2014. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2015. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the facts-and-circumstances test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2015

Page 3

Part III

Support Schedule for Organizations Described in Section 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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2015. 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—2014. 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) 2015

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

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

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

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

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

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

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

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

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

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

Yes

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

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

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

Yes

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

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

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

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

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

10a

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

10a

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

10b

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

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

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

11a

A family member of a person described in (a) above?

11b

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

11c

Section B. Type I Supporting Organizations

Yes

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

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

Section C. Type II Supporting Organizations

Yes

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

Section D. All Type III Supporting Organizations

Yes

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

Yes

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

Yes

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

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

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

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

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

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

Activities Test. Answer (a) and (b) below.

Yes

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

Yes

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

Yes

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

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

Schedule A (Form 990 or 990-EZ) 2015

Page 6

Part V

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

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

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

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

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

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

Schedule A (Form 990 or 990-EZ) 2015

Page 7

Part V

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

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2015 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

Page 8

Part VI

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

Facts And Circumstances Test

Return Reference	Explanation
SCHEDULE A, PART I	THE SUPPORT AMOUNT LISTED FOR THE UNIVERSITY OF PITTSBURGH IS THE TOTAL SUPPORT PROVIDED BY UPMC AND ALL OF ITS SUBSIDIARIES FOR RESEARCH AND ACADEMIC MATTERS FOR FISCAL YEAR 2016.
SCHEDULE A, PART IV	SOME OF THE ENTITIES LISTED BELOW WERE INACTIVE DURING THE TAX YEAR ENDED JUNE 30, 2016. AS SUCH, NO MONETARY OR OTHER SUPPORT WAS PROVIDED TO THESE ORGANIZATIONS, THUS RENDERING NOTICE OF SUPPORT UNNECESSARY.
SECTION A, QUESTION 1, 5A AND 6	QUESTION 1 UPMC PRESBYTERIAN SHADYSIDE AND THE UNIVERSITY OF PITTSBURGH ARE BOTH IDENTIFIED IN UPMC'S ARTICLES OF INCORPORATION AS SUPPORTED ORGANIZATIONS. THE OTHER SUPPORTED ORGANIZATIONS ARE DESIGNATED BY CLASS AND/ OR PURPOSE. AS PER THE UPMC AMENDED AND RESTATED ARTICLES OF INCORPORATION, UPMC SUPPORTS ENTITIES DESCRIBED AS IRC 509(A)(1) AND 509(A)(2) ORGANIZATIONS. THE MAJORITY OF UPMC'S SUPPORTED ORGANIZATIONS ARE 509(A)(1)HOSPITALS. UPMC ALSO SUPPORTS CANCER CENTERS IN THE TREATMENT OF PATIENTS AND RESEARCH ALONG WITH SENIOR COMMUNITIES WHO LOOK AFTER THE ELDERLY AND PHYSICIAN PRACTICE PLANS IN A VARIETY OF SPECIALTIES, AS WELL AS OTHER RELATED ORGANIZATIONS WHOSE ACTIVITIES ARE DIRECTLY IN FURTHERANCE OF UPMC'S EXEMPT MISSION. UPMC HAS SUPPORTED THESE ORGANIZATIONS WITHIN A RANGE OF 1 TO 34 YEARS WITH THE RELATIONSHIP CONTINUING INDEFINITELY. THIS HISTORIC AND CONTINUING RELATIONSHIP EXISTS AND AS A RESULT, THERE IS A SUBSTANTIAL IDENTITY OF INTERESTS BETWEEN THE ORGANIZATIONS - E.G., FURTHERING THE HEALTH, EDUCATIONAL, AND RESEARCH MISSION OF THE UPMC HEALTH SYSTEM. QUESTION 5A (i) HOME NURSING AGENCY HOSPICE EIN: 47-4158492 (ii) MERGED OUT OF EXISTENCE (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) BY VIRTURE OF MERGER (i) UPMC JAMESON EIN: 25-0965406 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) JAMESON HEALTH SERVICES, INC. EIN: 03-0486993 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) CHILDREN'S ADVOCACY CENTER OF LAWRENCE COUNTY EIN: 25-1581304 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) UPMC JAMESON CANCER CENTER EIN: 20-1459415 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) JAMESON MEDICAL CARE, INC. EIN: 26-0462696 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) JAMESON CARE CENTER, INC. EIN: 23-2871396 (ii) UPMC ACQUIRED ON MAY 1, 2016 (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF THE ORGANIZATION THROUGH BOARD APPROVAL (i) UPMC CHAUTAUQUA SERVICES, INC. EIN: 81-1253242 (ii) UPMC GAINED A CONTROLLING INTEREST (iii) AUTHORITY AS REQUIRED BY UPMC ARTICLES OF INCORPORATION (iv) ACQUISITION OF ATTAINING A CONTROLLING INTEREST IN THE ORGANIZATION QUESTION 6 CONTRIBUTIONS TO UPMC ITALY ENHANCE THE ABILITY FOR UPMC PRESBYTERIAN SHADYSIDE TO ACQUIRE DATA IN THE AREA OF LIVER AND OTHER TRANSPLANTATIONS. RESEARCH IS ONE OF THE CORE MISSIONS OF UPMC PRESBYTERIAN SHADYSIDE.
SECTION D, QUESTION 3	THE SUPPORTED ORGANIZATION OFFICERS AND DIRECTORS THAT SERVE AS UPMC OFFICERS AND/OR DIRECTORS ATTEND REGULAR UPMC BOARD AND OTHER MEETINGS, HAVE ONGOING COMMUNICATION WITH OTHER UPMC DIRECTORS AND OFFICERS, AND ARE PROVIDED WITH AND HAVE ACCESS TO UPMC FINANCIAL AND OTHER INFORMATION. AS A RESULT OF THE ABOVE, THE SUPPORTED ORGANIZATION OFFICERS THAT SERVE AS UPMC OFFICERS AND/OR DIRECTORS ARE ABLE TO VOTE AND/OR OPINE ON UPMC ACTIVITIES AND INITIATIVES AFFECTING THE SUPPORTED ORGANIZATION.
SECTION E, QUESTIONS 2A AND 2B	QUESTION 2A - UPMC is the parent organization and supporting organization of healthcare related entities within a large integrated healthcare delivery system of controlled subsidiaries. UPMC's primary mission is to provide the ongoing, overarching support and infrastructure to all of its exempt subsidiaries to assist them in accomplishing each of their discrete exempt educational, healthcare and research missions for which they were recognized under 501(c)(3) by the Internal Revenue Service. If UPMC as the parent and supporting organization did not supply the support, each individual entity would separately engage in these same activities to support its separate structure. QUESTION 2B - If the UPMC supporting parent organization did not provide the support that it currently does for all of its supported exempt entities these entities would have to undertake the oversight and provision of all such management and infrastructure activities currently provided by the supporting organization so that they individually could continue to provide the services in medical, educational and research programs that are the crux and core of each of their exempt missions.

Schedule A (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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" on Form 990, Part IV, line 6.

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ....

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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 section 170(h)(4)(B)(ii)? .............................

Yes No

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

Part III

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

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... 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 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

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

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

Cat. No. 52283D

Schedule D (Form 990) 2015

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No


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

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

Yes No

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

Part V

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

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

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

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

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

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

Part VI

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

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

1a	Land ...	73,799,803		73,799,803
b	Buildings	373,328,435	256,594,813	116,733,622
c	Leasehold improvements	42,097,264	28,360,400	13,736,864
d	Equipment ...	59,980,294	44,151,225	15,829,069
e	Other ...	106,065,600	41,135,369	64,930,231
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				285,029,589

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c)Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) CASH EQUIVALENTS	118,614,613	C
(B) LIMITED PARTNERSHIPS	1,312,174,706	C
(C) EVOLENT HEALTH, INC.	282,742,502	F
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	1,713,531,821

Part VIII

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

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

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

Part IX

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

(a) Description				(b) Book value
(1) OTHER TRUSTEED ASSETS				1,309,854
(2) INVESTMENTS IN SUBSIDIARIES				2,110,941,157
(3) INVESTMENTS IN JOINT VENTURES				14,335,750
(4) DEFERRED FINANCING COSTS				21,372,680
(5) OTHER ASSETS				1,172,088
(6) NON HEDGE SWAP FMV ADJ				5,646,876
(7) DUE FROM RESTRICTED FUNDS				20,968,788
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				2,175,747,193

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
PENSION MINIMUM LIABILITY	360,319,995
OTHER LONG TERM LIABILITIES	6,320,212
BONDS/OID/OIP/REBATE	80,357,916
CAPITAL LEASES	35,580,715
DUE TO SUBSIDIARIES	293,108,492
OTHER MISC LIABILITIES	125,223,850
ASSET RETIREMENT OBLIGATIONS	8,934,929
HEDGE/NONHEDGE SWAP FMV ADJ	18,119,663
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	927,965,772
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2015

Page 4

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

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

Part XIII

Supplemental Information

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

Return Reference	Explanation
PART X AND PART XI	UPMC HAS NO UNCERTAIN TAX POSITIONS RECORDED. TAX BENEFITS ARE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAX AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. SUCH TAX POSITIONS ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY TO BE REALIZED UPON ULTIMATE SETTLEMENT WITH THE TAX AUTHORITIES ASSUMING FULL KNOWLEDGE OF THE POSITION AND ALL RELEVANT FACTS. AS OF JUNE 30, 2016, UPMC DOES NOT HAVE ANY UNRECORDED TAX BENEFITS. AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARES.

Return Reference

Explanation

PART X AND PART XI

UPMC HAS NO UNCERTAIN TAX POSITIONS RECORDED. TAX BENEFITS ARE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT A TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE TAX AUTHORITIES BASED ON THE TECHNICAL MERITS OF THE POSITION. SUCH TAX POSITIONS ARE MEASURED AS THE LARGEST AMOUNT OF TAX BENEFIT THAT IS GREATER THAN 50% LIKELY TO BE REALIZED UPON ULTIMATE SETTLEMENT WITH THE TAX AUTHORITIES ASSUMING FULL KNOWLEDGE OF THE POSITION AND ALL RELEVANT FACTS. AS OF JUNE 30, 2016, UPMC DOES NOT HAVE ANY UNRECORDED TAX BENEFITS. 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) 2015

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. Right pointing arrow large image

Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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 its grants and

other 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 its grants and other assistance outside the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated 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 and investments in region
	Central America and the Caribbean	INVESTMENTS	44,426,116
	East Asia and the Pacific	Investments	346,937,605
	Europe (Including Iceland and Greenland)	Investments	479,477,341
	Middle East and North Africa	Investments	10,723,607
	North America	Investments	64,513,708
	Russia and the Newly Independent States	Investments	21,057,744
	South America	Investments	32,688,694
	South Asia	Investments	64,770,822
	Sub-Saharan Africa	Investments	7,706,878








3a	Sub-total .....		1,072,302,515
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)		1,072,302,515

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2015

Schedule F (Form 990) 2015

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. Part II can be duplicated if additional space is needed.

(a)(c) Region	(b)(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)
Europe (Including Iceland and Greenland)	LIVER RESEARCH	725,853	WIRED	NONE	COST

2	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 .......
3	Enter total number of other organizations or entities .......................	1

Schedule F (Form 990) 2015

Schedule F (Form 990) 2015Page 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.

Part III can be duplicated 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) 2015

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2015

Page 5

Part V

Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

ReturnReference	Explanation
SCHEDULE F STATEMENT OF ACTIVITIES OUTSIDE THE UNITED STATES	UPMC'S INVESTMENT PORTFOLIO INCLUDES FOREIGN SECURITIES AND SIMILAR ASSETS THAT THE IRS REQUIRES TO BE REPORTED ON SCHEDULE F.

Schedule F (Form 990) 2015

Additional Data

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Software Version:

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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 Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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	01728AH25	05-23-2007	225,000,000	SERIES 2007A		X		X		X
B	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AQ58	06-19-2008	260,712,669	SERIES 2008B		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AU87	06-03-2009	396,938,675	SERIES 2009A		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY83	03-24-2010	560,000,000	SERIES 2010B, C, D, F		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY34	03-24-2010	748,942,403	SERIES 2010AE		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728A2M7	11-23-2011	107,026,893	SERIES 2011A		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399	611530BC9	07-31-2012	389,110,690	SERIES 2012		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITYMONROE	38-3849352	70869PGR2	10-08-2013	201,328,423	SERIES 2013AB		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PHR1	10-01-2014	390,888,214	SERIES 2014AB		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399		06-25-2015	71,235,000	SERIES 2015A NOTE		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PKX4	10-14-2015	131,646,741	SERIES 2015B		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	1,445,656,000		399,750,000		135,980,000		8,355,000
2 Amount of bonds legally defeased ..............	0		0		0		0
3 Total proceeds of issue ..................	225,008,043		511,879,113		260,930,346		390,888,561
4 Gross proceeds in reserve funds .............	0		0		0		0
5 Capitalized interest from proceeds .............	0		0		0		0
6 Proceeds in refunding escrows ...............	0		0		0		0
7 Issuance costs from proceeds ...............	1,938,921		3,336,280		1,709,978		4,029,845
8 Credit enhancement from proceeds .............	0		0		0		0
9 Working capital expenditures from proceeds .............	0		0		0		0
10 Capital expenditures from proceeds .............	53,339,385		64,814,970		140,162,295		150,003,716
11 Other spent proceeds .............	169,729,736		456,771,170		128,771,009		236,855,000
12 Other unspent proceeds .............	0		0		0		0
13 Year of substantial completion .............	2007		2008		2008		2015
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....	X		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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

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 of bond-financed property? .............	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
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 ....	0.800 %		0.400 %		0.400 %		1.000 %
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 .............	0.800 %		0.400 %		0.400 %		1.000 %
7 Does the bond issue meet the private security or payment test? ...		X		X		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X	X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..	0 %		4.600 %		2.500 %		2.300 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............		X	X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X		X	X
b Exception to rebate? ........	X			X		X		X
c No rebate due? .........		X	X		X			X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider ..........	SEE PART VI 4BCDE		0		0		0
c Term of hedge .........
d Was the hedge superintegrated? ......
e Was the hedge terminated? ........

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X		X		X
b Name of provider ..........	0		0		0		0
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SERIES 2007A	Subseries 2007A1 has two qualified hedges with Goldman Sachs Mitsui Marine Derivative Products. The first subseries 2007A1 qualified hedge has a notional amount of $53,905,000, terminates in 13.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. The second subseries 2007A1 qualified hedge has a notional amount of $46,095,000, terminates in 29.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. Subseries 2007A2 had a qualified hedge with Merrill Lynch Capital Services Inc. with a notional amount of $75,000,000, terminates in 3.7 years from May 23, 2007, is superintegrated, and was terminated on March 24, 2010 which was prior to its scheduled termination date.
SERIES 2008A	$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JULY 1, 2013.
SERIES 2008B	$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED IN JULY 1, 2013.
SERIES 2009A	$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPEND ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JUNE 3, 2014.
SERIES 2012	PART III, LINE 8C $3,193.27 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2014AB	$347.19 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2015B

Schedule K (Form 990) 2015

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 Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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	01728AH25	05-23-2007	225,000,000	SERIES 2007A		X		X		X
B	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AQ58	06-19-2008	260,712,669	SERIES 2008B		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AU87	06-03-2009	396,938,675	SERIES 2009A		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY83	03-24-2010	560,000,000	SERIES 2010B, C, D, F		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY34	03-24-2010	748,942,403	SERIES 2010AE		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728A2M7	11-23-2011	107,026,893	SERIES 2011A		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399	611530BC9	07-31-2012	389,110,690	SERIES 2012		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITYMONROE	38-3849352	70869PGR2	10-08-2013	201,328,423	SERIES 2013AB		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PHR1	10-01-2014	390,888,214	SERIES 2014AB		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399		06-25-2015	71,235,000	SERIES 2015A NOTE		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PKX4	10-14-2015	131,646,741	SERIES 2015B		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	1,445,656,000		399,750,000		135,980,000		8,355,000
2 Amount of bonds legally defeased ..............	0		0		0		0
3 Total proceeds of issue ..................	225,008,043		511,879,113		260,930,346		390,888,561
4 Gross proceeds in reserve funds .............	0		0		0		0
5 Capitalized interest from proceeds .............	0		0		0		0
6 Proceeds in refunding escrows ...............	0		0		0		0
7 Issuance costs from proceeds ...............	1,938,921		3,336,280		1,709,978		4,029,845
8 Credit enhancement from proceeds .............	0		0		0		0
9 Working capital expenditures from proceeds .............	0		0		0		0
10 Capital expenditures from proceeds .............	53,339,385		64,814,970		140,162,295		150,003,716
11 Other spent proceeds .............	169,729,736		456,771,170		128,771,009		236,855,000
12 Other unspent proceeds .............	0		0		0		0
13 Year of substantial completion .............	2007		2008		2008		2015
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....	X		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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

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 of bond-financed property? .............	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
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 ....	0.800 %		0.400 %		0.400 %		1.000 %
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 .............	0.800 %		0.400 %		0.400 %		1.000 %
7 Does the bond issue meet the private security or payment test? ...		X		X		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X	X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..	0 %		4.600 %		2.500 %		2.300 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............		X	X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X		X	X
b Exception to rebate? ........	X			X		X		X
c No rebate due? .........		X	X		X			X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider ..........	SEE PART VI 4BCDE		0		0		0
c Term of hedge .........
d Was the hedge superintegrated? ......
e Was the hedge terminated? ........

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X		X		X
b Name of provider ..........	0		0		0		0
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SERIES 2007A	Subseries 2007A1 has two qualified hedges with Goldman Sachs Mitsui Marine Derivative Products. The first subseries 2007A1 qualified hedge has a notional amount of $53,905,000, terminates in 13.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. The second subseries 2007A1 qualified hedge has a notional amount of $46,095,000, terminates in 29.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. Subseries 2007A2 had a qualified hedge with Merrill Lynch Capital Services Inc. with a notional amount of $75,000,000, terminates in 3.7 years from May 23, 2007, is superintegrated, and was terminated on March 24, 2010 which was prior to its scheduled termination date.
SERIES 2008A	$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JULY 1, 2013.
SERIES 2008B	$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED IN JULY 1, 2013.
SERIES 2009A	$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPEND ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JUNE 3, 2014.
SERIES 2012	PART III, LINE 8C $3,193.27 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2014AB	$347.19 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2015B

Schedule K (Form 990) 2015

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 Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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	01728AH25	05-23-2007	225,000,000	SERIES 2007A		X		X		X
B	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AQ58	06-19-2008	260,712,669	SERIES 2008B		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AU87	06-03-2009	396,938,675	SERIES 2009A		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY83	03-24-2010	560,000,000	SERIES 2010B, C, D, F		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY34	03-24-2010	748,942,403	SERIES 2010AE		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728A2M7	11-23-2011	107,026,893	SERIES 2011A		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399	611530BC9	07-31-2012	389,110,690	SERIES 2012		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITYMONROE	38-3849352	70869PGR2	10-08-2013	201,328,423	SERIES 2013AB		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PHR1	10-01-2014	390,888,214	SERIES 2014AB		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399		06-25-2015	71,235,000	SERIES 2015A NOTE		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PKX4	10-14-2015	131,646,741	SERIES 2015B		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	1,445,656,000		399,750,000		135,980,000		8,355,000
2 Amount of bonds legally defeased ..............	0		0		0		0
3 Total proceeds of issue ..................	225,008,043		511,879,113		260,930,346		390,888,561
4 Gross proceeds in reserve funds .............	0		0		0		0
5 Capitalized interest from proceeds .............	0		0		0		0
6 Proceeds in refunding escrows ...............	0		0		0		0
7 Issuance costs from proceeds ...............	1,938,921		3,336,280		1,709,978		4,029,845
8 Credit enhancement from proceeds .............	0		0		0		0
9 Working capital expenditures from proceeds .............	0		0		0		0
10 Capital expenditures from proceeds .............	53,339,385		64,814,970		140,162,295		150,003,716
11 Other spent proceeds .............	169,729,736		456,771,170		128,771,009		236,855,000
12 Other unspent proceeds .............	0		0		0		0
13 Year of substantial completion .............	2007		2008		2008		2015
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....	X		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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

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 of bond-financed property? .............	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
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 ....	0.800 %		0.400 %		0.400 %		1.000 %
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 .............	0.800 %		0.400 %		0.400 %		1.000 %
7 Does the bond issue meet the private security or payment test? ...		X		X		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X	X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..	0 %		4.600 %		2.500 %		2.300 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............		X	X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X		X	X
b Exception to rebate? ........	X			X		X		X
c No rebate due? .........		X	X		X			X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider ..........	SEE PART VI 4BCDE		0		0		0
c Term of hedge .........
d Was the hedge superintegrated? ......
e Was the hedge terminated? ........

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X		X		X
b Name of provider ..........	0		0		0		0
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SERIES 2007A	Subseries 2007A1 has two qualified hedges with Goldman Sachs Mitsui Marine Derivative Products. The first subseries 2007A1 qualified hedge has a notional amount of $53,905,000, terminates in 13.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. The second subseries 2007A1 qualified hedge has a notional amount of $46,095,000, terminates in 29.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. Subseries 2007A2 had a qualified hedge with Merrill Lynch Capital Services Inc. with a notional amount of $75,000,000, terminates in 3.7 years from May 23, 2007, is superintegrated, and was terminated on March 24, 2010 which was prior to its scheduled termination date.
SERIES 2008A	$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JULY 1, 2013.
SERIES 2008B	$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED IN JULY 1, 2013.
SERIES 2009A	$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPEND ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JUNE 3, 2014.
SERIES 2012	PART III, LINE 8C $3,193.27 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2014AB	$347.19 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2015B

Schedule K (Form 990) 2015

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 Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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	01728AH25	05-23-2007	225,000,000	SERIES 2007A		X		X		X
B	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AQ58	06-19-2008	260,712,669	SERIES 2008B		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AU87	06-03-2009	396,938,675	SERIES 2009A		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY83	03-24-2010	560,000,000	SERIES 2010B, C, D, F		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY34	03-24-2010	748,942,403	SERIES 2010AE		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728A2M7	11-23-2011	107,026,893	SERIES 2011A		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399	611530BC9	07-31-2012	389,110,690	SERIES 2012		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITYMONROE	38-3849352	70869PGR2	10-08-2013	201,328,423	SERIES 2013AB		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PHR1	10-01-2014	390,888,214	SERIES 2014AB		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399		06-25-2015	71,235,000	SERIES 2015A NOTE		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PKX4	10-14-2015	131,646,741	SERIES 2015B		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	1,445,656,000		399,750,000		135,980,000		8,355,000
2 Amount of bonds legally defeased ..............	0		0		0		0
3 Total proceeds of issue ..................	225,008,043		511,879,113		260,930,346		390,888,561
4 Gross proceeds in reserve funds .............	0		0		0		0
5 Capitalized interest from proceeds .............	0		0		0		0
6 Proceeds in refunding escrows ...............	0		0		0		0
7 Issuance costs from proceeds ...............	1,938,921		3,336,280		1,709,978		4,029,845
8 Credit enhancement from proceeds .............	0		0		0		0
9 Working capital expenditures from proceeds .............	0		0		0		0
10 Capital expenditures from proceeds .............	53,339,385		64,814,970		140,162,295		150,003,716
11 Other spent proceeds .............	169,729,736		456,771,170		128,771,009		236,855,000
12 Other unspent proceeds .............	0		0		0		0
13 Year of substantial completion .............	2007		2008		2008		2015
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....	X		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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

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 of bond-financed property? .............	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
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 ....	0.800 %		0.400 %		0.400 %		1.000 %
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 .............	0.800 %		0.400 %		0.400 %		1.000 %
7 Does the bond issue meet the private security or payment test? ...		X		X		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X	X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..	0 %		4.600 %		2.500 %		2.300 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............		X	X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X		X	X
b Exception to rebate? ........	X			X		X		X
c No rebate due? .........		X	X		X			X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider ..........	SEE PART VI 4BCDE		0		0		0
c Term of hedge .........
d Was the hedge superintegrated? ......
e Was the hedge terminated? ........

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X		X		X
b Name of provider ..........	0		0		0		0
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SERIES 2007A	Subseries 2007A1 has two qualified hedges with Goldman Sachs Mitsui Marine Derivative Products. The first subseries 2007A1 qualified hedge has a notional amount of $53,905,000, terminates in 13.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. The second subseries 2007A1 qualified hedge has a notional amount of $46,095,000, terminates in 29.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. Subseries 2007A2 had a qualified hedge with Merrill Lynch Capital Services Inc. with a notional amount of $75,000,000, terminates in 3.7 years from May 23, 2007, is superintegrated, and was terminated on March 24, 2010 which was prior to its scheduled termination date.
SERIES 2008A	$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JULY 1, 2013.
SERIES 2008B	$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED IN JULY 1, 2013.
SERIES 2009A	$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPEND ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JUNE 3, 2014.
SERIES 2012	PART III, LINE 8C $3,193.27 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2014AB	$347.19 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2015B

Schedule K (Form 990) 2015

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 Part VI.
SchKMediumBullet

Attach to Form 990.
SchKMediumBullet

Information about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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	01728AH25	05-23-2007	225,000,000	SERIES 2007A		X		X		X
B	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AN36	03-27-2008	511,862,616	SERIES 2008A		X		X		X
C	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AQ58	06-19-2008	260,712,669	SERIES 2008B		X		X		X
D	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AU87	06-03-2009	396,938,675	SERIES 2009A		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY83	03-24-2010	560,000,000	SERIES 2010B, C, D, F		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728AY34	03-24-2010	748,942,403	SERIES 2010AE		X		X		X
	ALLEGHENY COUNTY HOSPITAL DEVELOPMENT AUTHORITY	25-1327925	01728A2M7	11-23-2011	107,026,893	SERIES 2011A		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399	611530BC9	07-31-2012	389,110,690	SERIES 2012		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITYMONROE	38-3849352	70869PGR2	10-08-2013	201,328,423	SERIES 2013AB		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PHR1	10-01-2014	390,888,214	SERIES 2014AB		X		X		X
	MONROEVILLE FINANCE AUTHORITY	46-0569399		06-25-2015	71,235,000	SERIES 2015A NOTE		X		X		X
	PA ECONOMIC DEVELOPMENT FINANCING AUTHORITY	38-3849352	70869PKX4	10-14-2015	131,646,741	SERIES 2015B		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired ..................	1,445,656,000		399,750,000		135,980,000		8,355,000
2 Amount of bonds legally defeased ..............	0		0		0		0
3 Total proceeds of issue ..................	225,008,043		511,879,113		260,930,346		390,888,561
4 Gross proceeds in reserve funds .............	0		0		0		0
5 Capitalized interest from proceeds .............	0		0		0		0
6 Proceeds in refunding escrows ...............	0		0		0		0
7 Issuance costs from proceeds ...............	1,938,921		3,336,280		1,709,978		4,029,845
8 Credit enhancement from proceeds .............	0		0		0		0
9 Working capital expenditures from proceeds .............	0		0		0		0
10 Capital expenditures from proceeds .............	53,339,385		64,814,970		140,162,295		150,003,716
11 Other spent proceeds .............	169,729,736		456,771,170		128,771,009		236,855,000
12 Other unspent proceeds .............	0		0		0		0
13 Year of substantial completion .............	2007		2008		2008		2015
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? ....	X		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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2015

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 of bond-financed property? .............	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? .............		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
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 ....	0.800 %		0.400 %		0.400 %		1.000 %
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 .............	0.800 %		0.400 %		0.400 %		1.000 %
7 Does the bond issue meet the private security or payment test? ...		X		X		X		X
8a Has there been a sale or disposition of any of the bond-financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?.............		X	X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of. ..	0 %		4.600 %		2.500 %		2.300 %
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? .............		X	X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? ........	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate? ...		X		X		X		X
2 If "No" to line 1, did the following apply? ....
a Rebate not due yet? .......		X		X		X	X
b Exception to rebate? ........	X			X		X		X
c No rebate due? .........		X	X		X			X
If "Yes" to line 2c, provide in Part VI the date the rebate computation was performed ......
3 Is the bond issue a variable rate issue? .....	X			X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X			X		X		X
b Name of provider ..........	SEE PART VI 4BCDE		0		0		0
c Term of hedge .........
d Was the hedge superintegrated? ......
e Was the hedge terminated? ........

Schedule K (Form 990) 2015

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)?		X		X		X		X
b Name of provider ..........	0		0		0		0
c Term of GIC .........
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? ........
6 Were any gross proceeds invested beyond an available temporary period?		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? ...	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).

Return Reference	Explanation
SERIES 2007A	Subseries 2007A1 has two qualified hedges with Goldman Sachs Mitsui Marine Derivative Products. The first subseries 2007A1 qualified hedge has a notional amount of $53,905,000, terminates in 13.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. The second subseries 2007A1 qualified hedge has a notional amount of $46,095,000, terminates in 29.7 years from May 23, 2007, is not superintegrated, and hasn't been terminated prior to its scheduled termination date. Subseries 2007A2 had a qualified hedge with Merrill Lynch Capital Services Inc. with a notional amount of $75,000,000, terminates in 3.7 years from May 23, 2007, is superintegrated, and was terminated on March 24, 2010 which was prior to its scheduled termination date.
SERIES 2008A	$16,497.08 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JULY 1, 2013.
SERIES 2008B	$217,677.34 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED IN JULY 1, 2013.
SERIES 2009A	$290,489.17 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPEND ACCORDING TO THE PURPOSE OF THE BONDS. REBATE COMPUTATION PERFORMED ON JUNE 3, 2014.
SERIES 2012	PART III, LINE 8C $3,193.27 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2014AB	$347.19 WAS EARNED IN THE CONSTRUCTION FUND DURING CONSTRUCTION AND SPENT ACCORDING TO THE PURPOSE OF THE BONDS.
SERIES 2015B

Schedule K (Form 990) 2015

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, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) 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	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by 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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

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










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

Part III

Grants or Assistance Benefiting 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 assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2015

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 PART V

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference

Explanation

PART IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS

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 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 REBECCA KAUL B RELATIONSHIP BETWEEN INTERESTED FAMILY MEMBER OF UPMC PERSON AND THE ORGANIZATION PRESIDENT AND CEO JEFFREY ROMOFF C AMOUNT OF TRANSACTION 992,019 D DESCRIPTION OF TRANSACTION COMPENSATION E SHARING OF ORGANIZATIONS REVENUES NO A NAME OF INTERESTED PERSON HOWARD HANNA MORTGAGE B RELATIONSHIP BETWEEN INTERESTED BOARD MEMBER HOWARD W. PERSON AND THE ORGANIZATION HANNA III IS CHAIRMAN AND CEO OF INTERESTED PERSON C AMOUNT OF TRANSACTION 2,064,971 D DESCRIPTION OF TRANSACTION HEALTH INSURANCE E SHARING OF ORGANIZATIONS REVENUES NO A NAME OF INTERESTED PERSON RELOCATION HORIZONS B RELATIONSHIP BETWEEN INTERESTED BOARD MEMBER HOWARD W.HANNA PERSON AND THE ORGANIZATION III CHAIRMAN AND CEO OF INTERESTED PERSON C AMOUNT OF TRANSACTION 269,113 D DESCRIPTION OF TRANSACTION RELOCATION SERVICES E SHARING OF ORGANIZATIONS REVENUES NO A NAME OF INTERESTED PERSON PARAGON FOODS B RELATIONSHIP BETWEEN INTERESTED BOARD MEMBER ELAINE BELLIN IS PERSON AND THE ORGANIZATION OWNER OF INTERESTED PERSON C AMOUNT OF TRANSACTION 682,947 D DESCRIPTION OF TRANSACTION HEALTH INSURANCE E SHARING OF ORGANIZATIONS REVENUES NO A NAME OF INTERESTED PERSON MICHAEL MONTLER B RELATIONSHIP BETWEEN INTERESTED INTERESTED PERSON IS FAMILY PERSON AND THE ORGANIZATION MEMBER OF BOARD MEMBER ROBERT MONTLER C AMOUNT OF TRANSACTION 78,319 D DESCRIPTION OF TRANSACTION COMPENSATION E SHARING OF ORGANIZATIONS REVENUES NO

Schedule L (Form 990 or 990-EZ) 2015

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

UPMC

Employer identification number

25-1423657

Return Reference	Explanation
PART I 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 received 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 nations leading academic medical centers. Its central mission is to provide outstanding, accessible care to the people of this region, while shaping tomorrows health care through clinical and technological innovation, research, and education. As the largest non-governmental employer in the Commonwealth with 65,000 employees within the various controlled health care entities, UPMC encompasses more than 25 hospitals and more than 600 outpatient sites, physician 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 Reports prestigious annual listing. UPMCs largest operating component is its Health Services Division, encompassing a comprehensive array of clinical capabilities. Serving primarily western Pennsylvania, this division includes academic, community, and regional hospitals; pre- and post-acute care capabilities; specialty service lines such as transplantation services, womens health, behavioral health, pediatrics, cancer care, and rehabilitation services; contract services, such as emergency medicine, pharmacy, and laboratory; and 3,600 employed physicians with associated practices. UPMCs organ transplant center is one of the largest and busiest in the world, performing more than 19,000 transplants since 1981. The UPMC Cancer Center network is also one of the largest in the United States, with more than 50 centers in western Pennsylvania and Ohio and more than 2,000 physicians, researchers, and staff. UPMCs expertise in transplantation and oncology is key to the globalization efforts undertaken through its International Division, which promotes the exchange of scientific knowledge worldwide, while generating revenue that is reinvested in western Pennsylvania. In managing its global health enterprise, UPMC has taken a leadership role in good corporate governance practices - voluntarily achieving Sarbanes-Oxley certification for twelve years in a row, publicly releasing quarterly financial results within 60 days of each quarters 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 Wolff Center at UPMC coordinates and connects quality, safety, patient care and improvement. It partners with colleagues across UPMC to improve health care delivery for patients and members, and supports the transformation and improvement of patient care delivery and outcomes through the dissemination of best practices and use of advanced technology. The Wolff Centers expertise also includes enterprise wide data quality and analytics, patient experience, infection prevention, regulatory support, quality improvement training, emergency preparedness, and pay for performance quality oversight. System-wide quality initiatives during fiscal year 2016 included implementation of 98 projects across the system aimed at keeping patients safe, enhancing the patient experience, taking care of our caregivers, and propelling quality through robust data analytics. Investments in Technology and Facilities Underpinning UPMCs quality and patient safety efforts is a robust technology infrastructure. In 2016, UPMC was named one of the countrys "Most wired" health systems for the 18th consecutive year - according to Hospitals & Health Networks, the journal of the American Hospital Association (AHA). Over the past five years, UPMC has invested nearly $2.5 billion in new facilities, equipment, and information technology to make care more convenient and accessible across the region, 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). Childrens Hospital of Pittsburgh of UPMC was the first pediatric facility to reach Stage 7, the highest rating level given by HIMSS. UPMC is also partnering with leading technology companies to develop and bring to the public the next generation of health care information technology. For instance, UPMC and Microsoft are partnering to apply artificial intelligence, machine learning and cloud capabilities to addressing some of the most challenging problems in health care. The partners will first focus on physician empowerment and giving clinicians tools that will allow them to focus more on the patient and less on the demands of using electronic medical records. In keeping with its goal of ensuring access to high-quality health care for all throughout western Pennsylvania, UPMC also continues to invest in world-class facilities and clinical services. In fiscal year 2016, UPMC spent $384 million on capital improvement campaigns. Support for Research and Education In concert with its 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. UPMCs financial support for research and education, primarily at the University of Pittsburgh, was $405 million in fiscal year 2016. UPMCs ongoing support has aided the University in achieving a rank among the top 10 recipients of National Institutes of Health (NIH) grants since 1998. This success keeps both organizations on the cutting edge of medical research, while bringing more than $475 million of NIH funding to the region. The results of this research are widely shared with other scientists and researchers, leading to discoveries and improvements in health care practices that benefit the general public. UPMC also annually underwrites the training of nearly 1,800 medical, pharmacy, dental and podiatry residents, and medical clinical fellows, operates four schools of nursing, offers a training program for radiology technicians, and coordinates a wide array of continuing medical education programs to allow the regions medical community to build its collective expertise. Caring for the Community In fiscal year 2016, UPMC spent $282 million to provide financial assistance to patients of limited financial means. UPMCs financial assistance program has been designed to be easily accessible and user-friendly to 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 $97,200 for a family of four in 2016. An external study found this to constitute a best practice among hospital organizations. Additionally, in fiscal year 2016, UPMC spent $284 million to cover payment shortfalls for those enrolled in Medicare. UPMC annually provides or contributes to more than 3,000 community health improvement programs and subsidized services. Many of these programs target the unmet needs of vulnerable populations, addressing chronic health problems such as diabetes, heart disease, and cancer, as well as social issues such as opioid addiction, teen pregnancy, violence against women, and elderly living alone. The cost of these services, along with charitable initiatives and donations that benefit the community, amounted to $214 million in fiscal year 2016. UPMCs contributions to western Pennsylvania go far beyond its traditional role as the regions largest provider of health care. A catalyst for economic improvement, UPMC is helping to develop a brighter future for the region; a future built on medicine, research, and technology. This commitment includes a $100 million pledge to the Pittsburgh Promise - $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 post-secondary education. UPMC has contributed $58.9 million to date. (An in-depth report on UPMCs comprehensive community benefits is available on its website.)
PART IV CHECKLIST OF REQUIRED SCHEDULES	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. LINE 21 - FOR JUNE 30, 2016 TAX YEAR, UPMC MADE A CASH CONTRIBUTION FOR $5,137,374 TO PITTSBURGH PROMISE, A SECTION 501(C)(3)TAX-EXEMPT ORGANIZATION. THE FISCAL YEAR 2016 CONTRIBUTION IS PART OF A TOTAL $100 MILLION COMMITMENT TO THE PITTSBURGH PROMISE. UNDER UPMC'S ACCOUNTING METHODOLGY, $59.5 MILLION OF THE TOTAL COMMITMENT WAS ACCRUED AND REPORTED AS AN EXPENSE ON PART IX OF UPMC'S JUNE 30, 2013 FORM 990. HOWEVER, ONLY THE AMOUNT OF THE CASH CONTRIBUTION FOR FISCAL YEAR 2013, $4,995,639 WAS REPORTED ON UPMC'S JUNE 30, 2013 FORM 990, SCHEDULE I. IN FISCAL YEAR 2014 AND 2015, A CASH CONTRIBUTION OF $4,896,759 AND $3,345,780 RESPECTIVELY, WAS MADE AND ONLY REPORTED ON SCHEDULE O. IN FISCAL YEAR 2016, A CASH CONTRIBUTION OF $5,137,374 WAS MADE. HOWEVER, BECAUSE OF SOFTWARE LIMITATIONS, UPMC CANNOT REPORT ON SCHEDULE I THE CASH TRANSFER PORTION OF THE PRIOR EXPENSE RECOGNIZED WITHOUT OVER-REPORTING THE EXPENSE ON PART IX. THEREFORE, UPMC IS DISCLOSING THE CASH CONTRIBUTION IN SCHEDULE O HEREIN INSTEAD OF ON SCHEDULE I TO AVOID SUCH OVER-REPORTING.
PART VI GOVERNANCE, MANAGEMENT, DISCLOSURE	SECTION A, LINE 1,2,7 SECTION B, LINE 11, 12C SECTION A, LINE 1 ALTHOUGH THE UPMC BOARD OF DIRECTORS IS INDEPENDENT IN FACT, THE BOARD MEMBERS REQUIRED TO BE REPORTED AS NOT INDEPENDENT FOR FORM 990 PURPOSES ARE AS A RESULT OF AFFILIATION WITH COMPANIES PROVIDING SERVICES TO ON THE SAME TERMS AS THOSE OFFERED TO THE GENERAL PUBLIC, OR COMPENSATION PAID FOR OPERATIONAL ROLES FROM THE UNIVERSITY OF PITTSBURGH, ANOTHER 501(C)(3) ORGANIZATION WHICH UPMC SUPPORTS. SECTION A, LINE 2 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 DIRECTORS, OFFICERS, AND KEY EMPLOYEES OF UPMC AND 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 RELATIONSHIPS BY VIRTUE OF THE FACT THAT THEY ARE ALSO OFFICERS, DIRECTORS, TRUSTEES, AND/OR KEY EMPLOYEES OF UPMC SUBSIDIARIES AND AFFILIATES. THESE RELATIONSHIPS ARE NOT SEPARATELY DISCLOSED BELOW BECAUSE THEY ARE NOT "BUSINESS RELATIONSHIPS" FOR THE PURPOSES OF FORM 990. 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 BOD MEMBER/OFFICER/KEY EMPLOYEE: MCGUINN RELATIONSHIP: BUSINESS ASSOCIATED PERSON: BECKWITH BOD MEMBER/OFFICER/KEY EMPLOYEE: BECKWITH RELATIONSHIP: BUSINESS ASSOCIATED PERSON: MCGUINN BOD MEMBER/OFFICER/KEY EMPLOYEE: LASKOW RELATIONSHIP: BUSINESS ASSOCIATED PERSON: BECKWITH BOD MEMBER/OFFICER/KEY EMPLOYEE: BECKWITH RELATIONSHIP: BUSINESS ASSOCIATED PERSON: LASKOW SECTION A, LINE 7 UPMC DOES NOT HAVE MEMBERS OR STOCKHOLDERS. THE UNIVERSITY OF PITTSBURGH HAS THE AUTHORITY TO APPOINT 1/3 OF THE MEMBERS OF THE UPMC BOARD OF DIRECTORS; CERTAIN UPMC HOSPITAL ENTITIES OR ENTITIES AFFILIATED WITH THOSE HOSPTIALS HAVE THE RIGHT TO APPOINT 1/3 OF THE MEMBERS OF THE UPMC BOARD OF DIRECTORS; THE REMAINING 1/3 OF THE BOARD OF DIRECTORS MEMBERS ARE NOMINATED BY A NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS AND ARE ELECTED BY THE BOARD AT LARGE. NO GOVERNANCE DECISIONS OF UPMC ARE RESERVED TO OR SUBJECT TO APPROVAL BY MEMBERS, STOCKHOLDER OR PERSONS OTHER THAN THE BOARD OF DIRECTORS. SECTION B, LINE 11 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 of Directors established a 990 Subcommittee, comprised of the Chairs of the Board, Executive Compensation Committee, Ethics and Compliance 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 provided the opportunity for all board members of the full UPMC board to ask any questions or raise any comments on the full return they were provided. SECTION B, Line 12c: UPMC, as a system-wide practice, requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in UPMC-related business. Individuals covered by the policies include: UPMC board members, corporate officers, and key employees, UPMC physicians and non-physician employees who hold a position of influence, Identified Non-employed members of the UPMC medical staff who hold a position of influence, and Individuals conducting clinical research at UPMC, whether or not they are employed by UPMC. These individuals 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, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. For employed personnel and non-Board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an Ethics and Compliance committee of the UPMC board of directors on behalf of UPMC and all of its subsidiaries. Potential conflict of interest transactions involving UPMC Board members and entities with which they are affiliated are monitored and subject to pre-approval by the Governance and Nominating Committee of the UPMC Board of Directors. In addition to the general corporate and Board policies 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.
PART VI GOVERNANCE, MANAGEMENT, DISCLOSURE	SECTION B, LINE 15A & B, 16A & B Section B, Line 15a and b: As a system-wide practice, 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, the Committee reports regularly to the Board of Directors. With Board of Directors approval, 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 an 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, with respect to the compensation program and levels. The Committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. 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 tenets 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 inurement, 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, other SEC regulations, 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. 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 Schedule J 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 which is the sponsor or central organization of the Group, 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 which is the sponsor or central organization of the Group, on the 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 received 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 XI RECONCILIATION OF NET ASSETS	LINE 9 OTHER CHANGES IN NET ASSETS OR FUND BALANCES Return of Capital from Exempt Subsidiary 25,000,000 Minimum Pension Liability (166,874,723) Net Transfers from Exempt Subsidiaries 84,763,680 Dividends/Transfers from Subsidiary 5,145,580 Investment in Affiliate 11,393,653 Other Changes to Fund Balance (44,281) TOTAL OTHER CHANGES IN NET ASSETS OR FUND BALANCES (40,616,091)
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.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2015

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

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)UPMC SENIOR COMMUNITIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1574736	SR LIVING	PA	501(c)(3)	9	UPMC	Yes
(2)PITTSBURGH LIFETIME CARE COMMUNITY 600 GRANT STREET PITTSBURGH,PA15219 25-1335247	CCRC	PA	501(c)(3)	9	UPMC SENIOR	Yes
(3)CANTERBURY PLACE 600 GRANT STREET PITTSBURGH,PA15219 25-0965334	SR LIVING	PA	501(c)(3)	9	UPMC SENIOR	Yes
(4)SENECA PLACE 600 GRANT STREET PITTSBURGH,PA15219 72-1562844	SR LIVING	PA	501(c)(3)	9	UPMC SENIOR	Yes
(5)SHADYSIDE HOSPITAL SUPPORTING FOUNDATION 600 GRANT STREET PITTSBURGH,PA15219 26-0303394	FOUNDATION	PA	501(c)(3)	11(A) I	NA	Yes
(6)UPMC LEE 600 GRANT STREET PITTSBURGH,PA15219 25-0613830	INACTIVE	PA	501(c)(3)	3	UPMC	Yes
(7)UNIVERSITY OF PITTSBURGH 4200 FIFTH AVENUE PITTSBURGH,PA15260 25-0965591	UNIVERSITY	PA	501(c)(3)	2	NA		No
(8)PITTSBURGH CARE PARTNERSHIP INC 2400 ARDMORE BOULEVARD PITTSBURGH,PA15221 25-1753852	HEALTHCARE	PA	501(c)(3)	9	UPMC	Yes
(9)UPMC CENTER FOR HIGH VALUE HEALTHCARE 600 GRANT STREET PITTSBURGH,PA15219 45-2178782	RESEARCH	PA	501(c)(3)	7	UPMC	Yes
(10)KANE COMMUNITY HOSPITAL 4372 ROUTE 6 KANE,PA16735 25-0998168	HOSPITAL	PA	501(c)(3)	3	UPMC HAMOT		No
(11)GREAT LAKES PHYSICIAN PRACTICE PC 600 GRANT STREET PITTSBURGH,PA15219 46-4186362	PHYSICIANS	NY	501(C)(3)	3	REGNL HEALTH	Yes
(12)SAFE HARBOR BEHAVIORAL HEALTH OF UPMC 1330 WEST 26TH STREET ERIE,PA16508 25-1317492	MENTAL HEALTH	PA	501(C)(3)	7	UPMC HAMOT	Yes
(13)UPMC JAMESON 1211 WILMINGTON AVENUE NEW CASTLE,PA16105 25-0965406	HEALTHCARE	PA	501(C)(3)	3	UPMC	Yes
(14)JAMESON HEALTH CARE FOUNDATION 1211 WILMINGTON AVENUE NEW CASTLE,PA161052595 25-1536037	FOUNDATION	PA	501(C)(3)	11 (B) 2	UPMC JAMESON	Yes
(15)JAMESON HEALTH SERVICES INC 1211 WILIMINGTON AVENUE NEW CASTLE,PA161052595 03-0486993	HEALTHCARE	PA	501(C)(3)	11(B) 2	UPMC JAMESON	Yes
(16)CHILDREN'S ADOVCACY CENTER OF LAWRENCE 1211 WILMINGTON AVENUE NEW CASTLE,PA161052595 25-1581304	SUPPORT SYS	PA	501(C)(3)	7	UPMC JAMESON	Yes
(17)UPMCJAMESON CANCER CENTER 600 GRANT STREET PITTSBURGH,PA15219 20-1459415	ONCOLOGY SVC	PA	501(C)(3)	9	UPMC JAMESON	Yes
(18)JAMESON MEDICAL CARE INC 1211 WILMINGTON AVENUE NEW CASTLE,PA161052595 26-0462696	HEALTHCARE	PA	501(C)(3)	9	UPMC JAMESON	Yes
(19)JAMESON CARE CENTER INC 1221 WILMINGTON AVENUE NEW CASTLE,PA16105 23-2871396	HEALTHCARE	PA	501(C)(3)	9	UPMC SENIOR	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2015

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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) SENECA HILLS ASSISTED LIVING LP 600 GRANT STREET PITTSBURGH,PA15219 23-2873106	ASST LIVING	PA	UPMC SR COMMUNI	RELATED	-72,525	7,319,365		No		Yes		100.000 %
(2) ST MARGARET MEDICAL ARTS ASSOCIATES 600 GRANT STREET PITTSBURGH,PA15219 25-1786655	MOB	PA	UPMC SR COMMUNI	RELATED	210,053	3,129,891		No		Yes		100.000 %
(3) CORE NETWORK LLC 600 GRANT STREET PITTSBURGH,PA15219 25-1786209	PHYSICAL THER	PA	UPMC COMM PROVI	RELATED	3,061,189	10,118,705		No			No	76.009 %
(4) LIFE HOME CARE LP 600 GRANT STREET PITTSBURGH,PA15219 25-1847839	HEALTHCARE SV	PA	UPMC COMM PROV	RELATED	0	0		No		Yes		100.000 %
(5) SHADYSIDE MEDICAL CENTER ASSOCIATES 600 GRANT STREET PITTSBURGH,PA15219 25-1608318	MOB	PA	MEDICAL CTR PRO	RELATED	925,278	15,880,874		No		Yes		100.000 %
(6) CHARTWELL PA LP 600 GRANT STREET PITTSBURGH,PA15219 25-1729714	HOME THERAPY	PA	UPMC COMM PROV	RELATED	18,168,350	40,795,705		No		Yes		94.986 %
(7) HAMOT-KCH REAL ESTATE VENTURE LLC 300 STATE STREET ERIE,PA16507 26-3691782	MEDICAL OFFIC	PA	UPMC HAMOT	RELATED	6,177	217,869		No		Yes		51.000 %
(8) HAMOT SURGERY CENTER LLC 200 STATE STREET ERIE,PA16507 25-1863661	AMBULATORY SU	PA	UPMC HAMOT	RELATED	1,481,684	3,328,736		No		Yes		50.940 %
(9) LIFE CARE HOME SERVICES OF NW 1647 SASSAFRAS STREET ERIE,PA16501 25-1536879	HOME HEALTH S	PA	UPMC HAMOT	RELATED	4,479,623	12,438,839		No		Yes		100.000 %
(10) EPN-HAMOT URGENT CARE LLC 600 GRANT STREET PITTSBURGH,PA15219 27-2147949	URGENT CARE	PA	VARIOUS	RELATED	59,336	3,707,578		No		Yes		100.000 %
(11) MOUNTAIN VIEW MEDICAL ONCOLOGY 600 GRANT STREET PITTSBURGH,PA15219 46-1449241	HEALTHCARE	PA	UPMC MCKEESPORT	RELATED	0	0		No		Yes		51.000 %
(12) LAWRENCE COUNTY MRI & DIAGNOSTIC LLC 2526 WILMINGTON AVENUE NEW CASTLE,PA16105 27-0219891	IMAGING CENTER	PA	UPMC JAMESON	RELATED	-13,724	506,204		No		Yes		50.500 %

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) HC PHARMACY CENTRAL INC 60O GRANT STREET PITTSBURGH,PA15219 25-1364192	PHARMACY CO OP	PA	VARIOUS	C	2,723,094	227,269	78.571 %	Yes
(2) CHILDREN'S COMMUNITY CARE 600 GRANT STREET PITTSBURGH,PA15219 25-1781887	PEDIATRIC SVC	PA	CHILDREN'S HOSP	C	106,500,351	17,620,303	100.000 %	Yes
(3) UPMC CANCER CENTERS IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL SANDYFORD DUBLIN 18 EI	CANCER TREATM	EI	UPMC INT'L HOLD	C	1,737,185	3,408,524	100.000 %	Yes
(4) UPMC PHYSICIAN SERVICES HOLDING CO INC 600 GRANT STREET PITTSBURGH,PA15219 25-1877017	HOLDING CO	PA	UPMC	C	0	142,916,054	100.000 %	Yes
(5) HEMATOLOGY ONCOLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 42-1648357	HEALTHCARE	PA	PHY SER HOLDING	C	-22,611	1,888,107	100.000 %	Yes
(6) ONCOLOGY HEMATOLOGY ASSOC 600 GRANT STREET PITTSBURGH,PA15219 25-1762980	HEALTHCARE	PA	PHY SER HOLDING	C	48,240,453	3,482,319	100.000 %	Yes
(7) TRI-STATE NEUROSURGICAL ASSOC-UPMC INC 600 GRANT STREET PITTSBURGH,PA15219 25-1458655	HEALTHCARE	PA	PHY SER HOLDING	C	5,468,192	3,958,389	100.000 %	Yes
(8) RENAISSANCE FAMILY PRACTICE-UPMC INC 600 GRANT STREET PITTSBURGH,PA15219 26-2942406	HEALTHCARE	PA	PHY SER HOLDING	C	16,510,857	2,418,993	100.000 %	Yes
(9) UPMC HOLDING COMPANY INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777713	HOLDING CORP	PA	UPMC	C	33,550,933	576,940,837	100.000 %	Yes
(10) UPMC COVERAGE PRODUCTS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1777710	HOLDING CORP	PA	UPMC HOLDING CO	C	0	303,415,878	100.000 %	Yes
(11) FREEDOM INSURANCE COMPANY 600 GRANT STREET PITTSBURGH,PA15219 03-0308944	INSURANCE	VT	UPMC COV PRODS	C	431,018	1,786,922	100.000 %	Yes
(12) TRI-CENTURY INSURANCE CO 600 GRANT STREET PITTSBURGH,PA15219 25-1500739	INSURANCE	PA	UPMC COV PRODS	C	588,110	27,116,737	100.000 %	Yes
(13) UPMC DNA INC 600 GRANT STREET PITTSBURGH,PA15219 25-1883237	INSURANCE	PA	UPMC COV PRODS	C	0	0	100.000 %	Yes
(14) UPMC HEALTH BENEFITS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1844144	HEALTH INSURA	PA	UPMC COV PRODS	C	116,921,220	153,292,197	100.000 %	Yes
(15) UPMC HEALTH NETWORK INC 600 GRANT STREET PITTSBURGH,PA15219 72-1527566	HEALTH INSURA	PA	UPMC COV PRODS	C	86,172,466	321,739,951	100.000 %	Yes
(16) UPMC HEALTH PLAN INC 600 GRANT STREET PITTSBURGH,PA15219 23-2813536	HEALTH INSURA	PA	UPMC COV PRODS	C	1,280,115,572	381,190,051	88.660 %	Yes
(17) UPMC BENEFIT MANAGEMENT SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1769564	WORKER'S COMP	PA	UPMC COV PRODS	C	91,184,022	50,079,199	100.000 %	Yes
(18) UPMC DIVERSIFIED SERVICES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1778454	HOLDING CORP	PA	UPMC HOLDING CO	C	33,378,516	67,073,035	100.000 %	Yes
(19) MONROEVILLE SPECIALTY CLINIC 600 GRANT STREET PITTSBURGH,PA15219 25-1666087	HEALTHCARE	PA	UPMC HOLDING	C	7,070,725	11,278,824	100.000 %	Yes
(20) MEDICAL ARCHIVAL SYSTEMS 600 GRANT STREET PITTSBURGH,PA15219 23-2912501	SOFTWARE DEV&	DE	UPMC HOLDING CO	C	271,216	824	90.000 %	Yes
(21) PRESBY HEALTH RESOURCE MGMT 600 GRANT STREET PITTSBURGH,PA15219 25-1422155	HEALTHCARE	PA	UPMC DIVERSIFIE	C	0	0	100.000 %	Yes
(22) BIOTRONICS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1843500	EQUIP MAINTEN	PA	UPMC DIVERSIFIE	C	8,262,713	2,141,885	100.000 %	Yes
(23) MEDICAL CENTER PROPERTIES INC 600 GRANT STREET PITTSBURGH,PA15219 25-1796940	REAL ESTATE	PA	UPMC HOLDING CO	C	1,082,925	16,691,833	100.000 %	Yes
(24) RX PARTNERS INC 600 GRANT STREET PITTSBURGH,PA15219 25-1801966	RETAIL SERVIC	PA	UPMC DIVERSIFIE	C	10,318,229	4,345,720	100.000 %	Yes
(25) ASKESIS DEVELOPMENT GROUP INC 600 GRANT STREET PITTSBURGH,PA15219 54-1625585	SOFTWARE DEVE	DE	NA	C	5,725,547	2,989,358	70.000 %	Yes
(26) PANTHER REINSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	CATHEDRAL (RE)	C	3,475,130	47,385,865	100.000 %	Yes
(27) FORBES REINSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	UPMC	C	45,898,932	209,792,027	100.000 %	Yes
(28) CATHEDRAL (RE)INSURANCE COMPANY LTD PO BOX 1109 GRAND CAYMAN,CAYMAN ISLANDS CJ	INSURANCE	CJ	FORBES REINSURA	C	42,296,258	194,132,547	100.000 %	Yes
(29) UPMC INTERNATIONAL HEALTH INITIATIVES 600 GRANT STREET PITTSBURGH,PA15219 84-1706741	INACTIVE	PA	UPMC INT'L HOLD	C	0	0	100.000 %	Yes
(30) UPMC IRELAND LIMITED 6TH FLOOR BEACON HOSPITAL SANDYFORD DUBLIN 18 EI	HEALTHCARE SU	EI	UPMC INT'L HOLD	C	0	3,604,985	100.000 %	Yes
(31) 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	873,511	1,461,814	100.000 %	Yes
(32) 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 %	Yes
(33) UPMC CYPRUS LTD JULIA HOUSE 3 THEMISTOCLES DERVIS NICOSIA CY 1066 CY	HEALTHCARE SU	CY	UPMC CYPRUS HOL	C	0	0	100.000 %	Yes
(34) BAYFRONT REGIONAL DEVELOPMENT CORP 300 STATE STREET SUITE 100 ERIE,PA16507 25-1401388	RE HOLDINGS C	PA	UPMC HAMOT	C	307,209	12,929,201	100.000 %	Yes
(35) BAYSIDE DEVELOPMENT CORP 300 STATE STREET SUITE 100 ERIE,PA16507 25-1401386	REAL ESTATE/P	PA	BAYFRONT REG DE	C	2,731,077	9,513,189	100.000 %	Yes
(36) UPMC WORK ALLIANCE INC 600 GRANT STREET PITTSBURGH,PA15219 45-2825053	INSURANCE	PA	UPMC COV PRODS	C	2,468,261	4,920,249	100.000 %	Yes
(37) UPMC CANADA TECHNOLOGIES LIMITED 600 GRANT STREET PITTSBURGH,PA15219	SOFTWARE	CA	UPMC INT'L HOLD	C	0	2,929,256	100.000 %	Yes
(38) ALLIED ORTHOPEDICS APPLIANCES INC 335 E 3RD STREET JAMESTOWN,NY14701 16-1092951	MED APPLIANCE	PA	LIFE CARE HOME	C	0	0	100.000 %	Yes
(39) UPMC HEALTH COVERAGE INC 600 GRANT STREET PITTSBURGH,PA15219 46-2824537	INSURANCE	PA	UPMC COV PRODS	C	27,651,313	14,284,218	100.000 %	Yes
(40) UPMC HEALTH OPTIONS INC 600 GRANT STREET PITTSBURGH,PA15219 46-2824626	INSURANCE	PA	UPMC HEALTH NET	C	1,493,746,581	368,041,605	100.000 %	Yes
(41) UPMC COMPLETE CARE INC 5215 CENTRE AVENUE PITTSBURGH,PA15232 46-3605753	HEALTHCARE	PA	PHY SER HOLDING	C	1,443,140	137,666	100.000 %	Yes
(42) HEALTH FIDELITY INC 600 GRANT STREET PITTSBURGH,PA15219 45-2538963	SOFTWARE DEVE	CA	UPMC	C	580,529	2,791,415	69.840 %	Yes
(43) FLUENCE HEALTH INC 600 GRANT STREET PITTSBURGH,PA15219 47-2684174	SOFTWARE DEVE	DE	UPMC HOLDING	C	0	0	100.000 %	Yes
(44) AMERICAN HOME HEALTH SERVICES 868 CORPORATE WAY WESTLAKE,OH44145 31-1521422	HOME HEALTH	OH	QUALITY FIRST	C	0	0	100.000 %	Yes
(45) CURAVI HEALTH INC 6425 PENN AVENUE PITTSBURGH,PA15206 81-1217377	HEALTHCARE	DE	UPMC	C	0	1,363,831	100.000 %	Yes
(46) PENSIAMO INC 600 GRANT STREET 59TH FLOOR PITTSBURGH,PA15219 81-2069236	SUPPPLY CHAIN	DE	UPMC	C	0	0	90.000 %	Yes
(47) MEDCPU INC 100 WALL STREET SUITE 2202 NEW YORK,NY10005 38-3805381	SOFTWARE DEVELOP	DE	UPMC	C	0	0	63.300 %	Yes
(48) ALTOONA FAMILY INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1444935	MGMT SVCS	PA	UPMC ALTOONA	C	104,798	42,357	100.000 %	Yes
(49) LEXINGTON HOLDINGS INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1794386	MEDICAL SVCS	PA	CTRL PA MED FND	C	6,280,000	120,166,255	100.000 %	Yes
(50) LEXINGTON ONE INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1468889	RENTAL	PA	LEXINGTON HOLD	C	1,863,181	3,528,267	100.000 %	Yes
(51) LEXINGTON TWO INC HOWARD AVE 7TH STREET ALTOONA,PA16601 25-1555689	RENTAL EQUIPMENT	PA	LEXINGTON HOLD	C	2,121,915	394,287	100.000 %	Yes
(52) LEXINGTON FOUR INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1793736	HOLDING CO	PA	LEXINGTON HOLD	C	10,000,000	116,974,795	100.000 %	Yes
(53) ALLEGHENY HEALTHCARE STAFFING INC 620 HOWARD AVENUE ALTOONA,PA16601 27-1657362	EMPLOYMENT SVC	PA	LEXINGTON HOLD	C	0	0	100.000 %	Yes
(54) UPMC ALTOONA REGIONAL HEALTH SERVICES 1414 9TH AVENUE ALTOONA,PA16602 25-1219302	MEDICAL SVCS	PA	LEXINGTON FOUR	C	70,661,105	12,363,117	100.000 %	Yes
(55) LEXINGTON ANESTHESIA ASSOCIATES INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1897765	MEDICAL SVCS	PA	LEXINGTON FOUR	C	6,759,193	31,085	100.000 %	Yes
(56) NORTHERN CAMBRIA MEDICAL CENTER INC 620 HOWARD AVENUE ALTOONA,PA16601 25-1530860	MEDICAL SVCS	PA	LEXINTON FOUR	C	60,875	0	100.000 %	Yes
(57) PATTON FAMILY MEDICAL CENTER INC 620 HOWARD AVENUE 5TH FLOOR ALTOONA,PA16601 25-1793735	MEDICAL SVCS	PA	LEXINGTON FOUR	C	652	0	100.000 %	Yes
(58) UPMC EXCESS PL TR 600 GRANT STREET PITTSBURGH,PA15219 82-6254351	TRUST	PA	UPMC	TRUST	3,901	1,429,185	100.000 %	Yes

Schedule R (Form 990) 2015

Page 3

Part V

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

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

Yes

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

Yes

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

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

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

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

Yes

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

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

Yes

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

Yes

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

Yes

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) ASKESIS DEVELOPMENT GROUP INC	A	9,420	COST
(2) UPMC BEDFORD	A	46,533	COST
(3) CENTER FOR EMERGENCY MEDICINE OF WESTERN PA	A	2,857,221	COST
(4) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	A	3,261,920	COST
(5) MEDICAL ARCHIVAL SYSTEM INC	A	99,067	COST
(6) PITTSBURGH LIFETIME CARE COMMUNITY	A	542,750	COST
(7) CHARTWELL PA LP	A	64,637	COST
(8) CHILDREN'S COMMUNITY CARE	A	173,241	COST
(9) CORE NETWORK LLC	A	439,968	COST
(10) CURAVI HEALTH INC	A	12,636	COST
(11) UPMC EAST	A	225,709	COST
(12) EBENEFITS SOLUTIONS LLC	A	107,393	COST
(13) UPMC EMERGENCY MEDICINE INC	A	136,700	COST
(14) HC PHARMACY CENTRAL INC	A	344,867	COST
(15) UPMC COMMUNITY PROVIDER SERVICES	A	315,609	COST
(16) UPMC BENEFIT MANAGEMENT SERVICES INC	A	632,336	COST
(17) UPMC HEALTH PLAN INC	A	10,598,240	COST
(18) MAGEE-WOMENS HOSPITAL OF UPMC	A	1,217,546	COST
(19) UPMC VISITING NURSES ASSOCIATION	A	32,574	COST
(20) ONCOLOGY-HEMATOLOGY ASSOCIATION INC	A	31,122	COST
(21) UNIVERSITY OF PITTSBURGH CANCER INSTITUTE CAN	A	189,571	COST
(22) UPMC PRESBYTERIAN SHADYSIDE	A	19,000,648	COST
(23) SAFE HARBOR BEHAVORIAL HEALTH OF UPMC HAMOT	A	60,771	COST
(24) STRATEGIC BUSINESS INITIATIVES LLC	A	9,298	COST
(25) SBI QUALIFYING SOLUTIONS LLC	A	353,819	COST
(26) UPMC ST MARGARET	A	283,736	COST
(27) UNIVERSITY PITTSBURGH PHYSICIANS	A	3,931,489	COST
(28) UPMC COMMUNITY MEDICINE INC	A	1,056,752	COST
(29) MONROEVILLE SPECIALTY CLINIC INC	A	832,984	COST
(30) TRI-STATE NEUROSURGICAL ASSOCIATES - UPMC	A	17,725	COST
(31) UNIVERSITY OF PITTSBURGH PHYSICIANS	B	2,321,725	ACTUAL
(32) UPMC PHYSICIAN SERVICES HOLDING COMPANY INC	B	30,000,000	ACTUAL
(33) UPMC HOLDING COMPANY INC	B	193,000,000	ACTUAL
(34) UNIVERSITY OF PITTSBURGH PHYSICIANS	B	25,785,353	ACTUAL
(35) HEALTH FIDELITY INC	B	10,000,000	ACTUAL
(36) MEDCPU INC	B	48,223,243	ACTUAL
(37) UPMC INTERNATIONAL HOLDINGS INC	B	1,559,988	ACTUAL
(38) CATHEDRAL (RE)INSURANCE COMPANY LTD	B	30,859,247	ACTUAL
(39) HC PHARMACY CENTRAL INC	P	168,286	COST
(40) UPMC ALTOONA	Q	6,524,073	COST
(41) UPMC BEDFORD	Q	712,258	COST
(42) CHARTWELL PA LP	Q	102,640	COST
(43) CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC	Q	12,780,348	COST
(44) CORE NETWORK LLC	Q	53,506	COST
(45) UPMC EAST	Q	1,237,555	COST
(46) ERIE PHYSICIANS NETWORK - UPMC INC	Q	60,601	COST
(47) UPMC HAMOT	Q	2,792,423	COST
(48) CATHEDRAL (RE)INSURANCE COMPANY LTD	Q	104,610	COST
(49) FORBES REINSURANCE COMPANY LTD	Q	82,436	COST
(50) HEMATOLOGY ONCOLOGY ASSOCIATION	Q	124,187	COST
(51) UPMC COMMUNITY PROVIDER SERVICES	Q	1,273,181	COST
(52) UPMC HEALTH BENEFITS INC	Q	67,227	COST
(53) UPMC BENEFIT MANAGEMENT SERVICES INC	Q	500,017	COST
(54) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	Q	1,087,696	COST
(55) UPMC HEALTH PLAN INC	Q	979,982	COST
(56) UPMC HEALTH NETWORK INC	Q	58,391	COST
(57) UPMC HEALTH OPTIONS INC	Q	1,040,000	COST
(58) UPMC FOR YOU INC	Q	1,786,817	COST
(59) UPMC HORIZON	Q	583,119	COST
(60) STRATEGIC BUSINESS INITIATIVES LLC	Q	153,333	COST
(61) MAGEE - WOMENS HOSPITAL OF UPMC	Q	26,710,627	COST
(62) UPMC MCKEESPORT	Q	1,130,829	COST
(63) UPMC MERCY	Q	1,826,874	COST
(64) BUTLER HEALTH SYSTEMUPMC MUSCULOSKELETAL	Q	208,582	COST
(65) UPMC PASSAVANT	Q	2,669,226	COST
(66) UPMC NORTHWEST	Q	1,242,166	COST
(67) UPMC VISITING NURSES ASSOCIATION	Q	297,912	COST
(68) ONCOLOGY-HEMATOLOGY ASSOCIATION INC	Q	374,730	COST
(69) UNIVERSITY OF PITTS CANCER INST CANCER SVCS	Q	572,226	COST
(70) UPMC OVERSEAS INC	Q	235,247	COST
(71) UPMC PRESBYTERIAN SHADYSIDE	Q	17,083,265	COST
(72) RENAISSANCE FAMILY PRACTICE - UPMC INC	Q	175,688	COST
(73) SENECA PLACE	Q	150,754	COST
(74) UPMC ST MARGARET	Q	1,710,774	COST
(75) UPMC HOLDING COMPANY INC	Q	1,162,392	COST
(76) UNIVERSITY OF PITTSBURGH PHYSICIANS	Q	11,497,376	COST
(77) UPMC COMMUNITY MEDICINE INC	Q	2,671,772	COST
(78) FREEDOM INSURANCE COMPANY	R	390,000	ACTUAL
(79) SUGARCREEK STATION	S	1,000,000	ACTUAL
(80) UPMC ALTOONA	S	18,366,405	ACTUAL
(81) COMMUNITY CARE BEHAVIORAL HEALTH ORGANIZATION	S	25,000,000	ACTUAL
(82) UPMC HOLDING COMPANY INC	S	1,700,000	ACTUAL
(83) UPMC HAMOT	S	33,994,485	ACTUAL
(84) UPMC PRESBYTERIAN SHADYSIDE	S	32,402,790	ACTUAL
(85) UPMC INTERNATIONAL HOLDINGS INC	S	3,445,580	ACTUAL
(86) CENTER FOR EMERGENCY MEDICINE OF WESTERN PA	S	85,000	ACTUAL
(87) HEMATOLOGY ONCOLOGY ASSOCIATION	S	71,450	ACTUAL
(88) ONCOLOGY-HEMATOLOGY ASSOCIATION INC	S	85,883	ACTUAL
(89) CHILDREN'S COMMUNITY CARE	S	436,501	ACTUAL
(90) UPMC COMMUNITY MEDICINE INC	S	1,980,600	ACTUAL
(91) ERIE PHYSICIANS NETWORK-UPMC INC	S	59,171	ACTUAL
(92) RENAISSANCE FAMILY PRACTICE-UPMC INC	S	127,208	ACTUAL
(93) UPMC EMERGENCY MEDICINE INC	S	823,241	ACTUAL
(94) UNIVERSITY OF PITTSBURGH PHYSICIANS	S	9,294,055	ACTUAL
(95) UPMC ALTOONA	S	1,692,311	ACTUAL
(96) UPMC BEDFORD	S	70,152	ACTUAL
(97) CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC	S	1,833,729	ACTUAL
(98) UPMC EAST	S	251,063	ACTUAL
(99) UPMC HAMOT	S	2,950,662	ACTUAL
(100) UPMC HORIZON	S	329,502	ACTUAL
(101) KANE COMMUNITY HOSPITAL	S	92,902	ACTUAL
(102) MAGEE WOMEN'S HOSPITAL OF UPMC	S	2,454,253	ACTUAL
(103) UPMC MCKEESPORT	S	415,444	ACTUAL
(104) UPMC MERCY	S	1,460,724	ACTUAL
(105) UPMC NORTHWEST	S	200,531	ACTUAL
(106) UPMC PASSAVANT	S	680,882	ACTUAL
(107) UPMC PRESBYTERIAN SHADYSIDE	S	4,850,003	ACTUAL
(108) UPMC ST MARGARET	S	474,375	ACTUAL
(109) UPMC SENIOR COMMUNITIES INC	S	90,465	ACTUAL

Schedule R (Form 990) 2015

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference

Explanation

SCHEDULE R - RELATED ORGANIZATIONS AND UNRELATED PARTNERSHIPS

THE FOLLOWING IS A LIST OF RELATED ORGANIZATIONS THAT ARE PART OF THE UPMC GROUP EXEMPTION: 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 Sugar Creek Station The Heritage Shadyside University Health Center of Pittsburgh UPMC Bedford UPMC Northwest UPMC Visiting Nurses Association UPMC Center for Health Security Magee-Womens Hospital of UPMC Passavant Professional Associates, Inc. UPMC Passavant UPMC St. Margaret Childrens' Hospital of Pittsburgh of UPMC UPMC Braddock UPMC McKeesport UPMC Presbyterian Shadyside UPMC Mercy UPMC IMITS CENTER UPMC East UPMC FOR YOU, INC. Community Care Behavioral Health Organization Center for Emergency Medicine of Western PA Erie Physicians Network - UPMC, Inc. Donohue & Allen Cardiolgy - UPMC Inc. UPMC HAMOT REGIONAL HEALTH SERVICES, INC. UPMC ADVANCED PRACTICE PROVIDERS HOME NURSING AGENCY AFFILIATES HOME NURSING AGENCY AND VISITING NURSE ASSOCIATION HOME NURSING AGENCY COMMUNITY SERVICES HOME NURSING AGENCY FOUNDATION HOME NURSING AGENCY HOSPICE UPMC ALTOONA UPMC ALTOONA PARTNERSHIP FOR A HEALTHY COMMUNITY CENTRAL PENNSYLVANIA MEDICAL FOUNDATIN, INC. UPMC ALTOONA FOUNDATION BUTLER HEALTH SYSTEM/UPMC MUSCULOSKELETAL JOINT VENTURE, INC. UPMC CHAUTAUQUA SERVICES, INC.

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.

Schedule R (Form 990) 2015

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	24
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	18
5	Total number of individuals employed in calendar year 2015 (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	7,159
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-4,046,972

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	158,846,389	164,291,367
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	453,756,700	165,395,445
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,245,338	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	614,848,427	329,686,812
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	7,440,000	725,853
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)	0	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–24e)....	280,930,400	296,106,342
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	288,370,400	296,832,195
19	Revenue less expenses. Subtract line 18 from line 12.......	326,478,027	32,854,617
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	5,774,575,928	5,998,571,768
21	Total liabilities (Part X, line 26).............	4,504,942,186	4,867,205,467
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,269,633,742	1,131,366,301

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 296,832,195 including grants of $ 725,853 ) (Revenue $ 329,686,812 )
	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 expenses296,832,195

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) NONE...................................................................... SEE SCHEDULE O	.................	X	0	0	0

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	0	0	0

(A) Name and business address	(B) Description of services	(C) Compensation
SEE SCHEDULE O,




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

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 above		1f

g	Noncash contributions included in lines 1a-1f:$
h Total.Add lines 1a-1f.......		0

			Business Code
2a	INTEREST INCOME	900003	7,007,270		7,159	7,000,111
b	OTHER INCOME	900099	14,888,388	14,888,388
c	EXP REIMB FROM SUBS	900099	142,395,709	142,395,709
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			164,291,367

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			34,683,536			34,683,536
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss)......			0
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	9,799,850	2,307,589,070
b	Less: cost or other basis and sales expenses	10,808,233	2,175,868,778
c	Gain or (loss)	-1,008,383	131,720,292
d	Net gain or (loss).....			130,711,909			130,711,909
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
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			329,686,812	157,284,097	7,159	172,395,556

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	725,853	725,853
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	0		0	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
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	178,114	178,114
b	Legal .........	76,419	76,419
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	28,303,403	28,303,403
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	2,653,611	2,653,611
12	Advertising and promotion ....	0
13	Office expenses .......	12,970,917	12,970,917
14	Information technology ......	27,505,401	27,505,401
15	Royalties ..	0
16	Occupancy ...........	26,880,221	26,880,221
17	Travel ............	4,367	4,367
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	3,220	3,220
20	Interest ...........	111,521,752	111,521,752
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	36,934,202	36,934,202
23	Insurance ...	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	AFFILIATE SUPPORT	27,785,325	27,785,325
b	PURCHASED SERVICES	5,640,856	5,640,856
c	SUBSIDIARY PROGRAM SUPPORT	718,000	718,000
d	REPAIR AND MAINTENANCE	1,182,697	1,182,697
e	All other expenses	13,747,837	13,747,837
25	Total functional expenses. Add lines 1 through 24e	296,832,195	296,832,195	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			180,081	1	118,862
2	Savings and temporary cash investments .........			80,475,984	2	148,493,510
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			30,146,179	4	19,644,003
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net ....			10,254,670	7	10,154,638
8	Inventories for sale or use ........			11,379,638	8	11,155,741
9	Prepaid expenses and deferred charges ......			14,059,082	9	13,159,749
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	655,271,396
b	Less: accumulated depreciation	10b	370,241,807	328,926,885	10c	285,029,589
11	Investments—publicly traded securities .			1,468,472,409	11	1,417,192,296
12	Investments—other securities. See Part IV, line 11 .....			1,762,093,054	12	1,713,531,821
13	Investments—program-related. See Part IV, line 11 ..			97,761,199	13	204,344,366
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			1,970,826,747	15	2,175,747,193
16	Total assets. Add lines 1 through 15 (must equal line 34)...			5,774,575,928	16	5,998,571,768

17	Accounts payable and accrued expenses .....	792,145,078	17	782,869,480
18	Grants payable ...	0	18	0
19	Deferred revenue .........	0	19	0
20	Tax-exempt bond liabilities .........	2,771,163,655	20	2,766,435,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	415,201,692	23	389,935,215
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D	526,431,761	25	927,965,772
26	Total liabilities. Add lines 17 through 25..	4,504,942,186	26	4,867,205,467

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	1,269,627,712	27	1,131,360,271
28	Temporarily restricted net assets ...........	6,030	28	6,030
29	Permanently restricted net assets	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), 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 ...........	1,269,633,742	33	1,131,366,301
34	Total liabilities and net assets/fund balances ........	5,774,575,928	34	5,998,571,768

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, Return by a U.S. Transferor of Property to a Foreign Corporation (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 separately file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (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, Information 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 separately file Form 5713, International Boycott Report (see Instructions for Form 5713).. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Yes	No