Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 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) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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. | ||||||
Calendar year
(or fiscal year beginning in)
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(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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 | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2017 | (b) 2018 | (c) 2019 | (d) 2020 | (e) 2021 | (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 on 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.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2021 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2021 |
(iii) Distributable Amount for 2021 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2021 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2021 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2021: | ||||
| a From 2016....... | ||||
| b From 2017....... | ||||
| c From 2018....... | ||||
| d From 2019....... | ||||
| e From 2020....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2021 distributable amount | ||||
|
i
Carryover from 2016 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2021 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2021 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2021, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2021. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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7 Excess distributions carryover to 2022. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2017..... | ||||
| b Excess from 2018..... | ||||
| c Excess from 2019..... | ||||
| d Excess from 2020..... | ||||
| e Excess from 2021..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 1 | ORGANIZATION'S MISSION: UPMC COLE IS A FULL SERVICE, COMPREHENSIVE HEALTH SYSTEM, SERVING POTTER, MCKEAN, CAMERON, AND TIOGA COUNTIES IN RURAL, NORTH CENTRAL PA AND PORTIONS OF NEW YORK STATE AND IS THE ONLY HOSPITAL IN POTTER COUNTY (COUDERSPORT, PA). UPMC COLE IS A CRITICAL ACCESS HOSPITAL PROVIDING PRIMARY, EMERGENCY, AND SPECIALTY CARE, AS WELL AS REHABILITATION AND WELLNESS SERVICES TO PATIENTS WITHIN A 50-MILE RADIUS. UPMC COLE STRIVES TO LIVE UP TO ITS NON-PROFIT MISSION EVERY DAY, PROVIDING EXCELLENT HEALTHCARE SERVICES TO OUR AREA AND LISTENING AND RESPONDING TO THE COMMUNITIES WE SERVE. IN AN EFFORT TO PLAN FOR THE UNIQUE NEEDS OF COMMUNITIES IN THE SERVICE AREA, FIVE COMMUNITY BENEFIT ADVISORY COMMITTEES WERE ESTABLISHED AS A MAJOR INITIATIVE TO DEEPEN AND STRENGTHEN OUR CONNECTION WITH THE COMMUNITY AND TO LINK COMMUNITY BENEFIT ACTIVITIES TO STRATEGIC AND OPERATIONAL PLANS. THE ROLE OF THE COMMITTEES ARE TO IDENTIFY THE NEEDS AND CONCERNS OF THE COMMUNITY, ADVISE ABOUT THE BEST WAY TO PARTNER WITH THE COMMUNITY, AID IN THE DEVELOPMENT OF MEANINGFUL COMMUNITY PROGRAMS AND ACTIVITIES, AND PROMOTE IMPROVED COMMUNICATIONS BETWEEN THE HOSPITAL AND THE COMMUNITY. THE HOSPITAL PROVIDES DEDICATED ADMINISTRATIVE TIME TO PLANNING AND CONDUCTING FIVE CBAC MEETINGS IN THE COMMUNITIES WE SERVE THREE TIMES PER YEAR. |
| FORM 990, PART III, LINE 3 | TRANSFERRED OF PROGRAM SERVICE: UPMC COLE TRANSFERRED ITS HOME HEALTH, HOSPICE, AND HOMEMAKER PROGRAM TO ANOTHER UPMC EXEMPT ENTITY AS OF 11/1/21. |
| FORM 990, PART III, LINE 4 | PROGRAM SERVICE ACCOMPLISHMENTS: LINE 4A UPMC COLE'S HOME HEALTH AND HOSPICE SERVICES ASSIST PATIENTS THROUGHOUT THE REGION, WITH A GROWING NUMBER OF REFERRALS AND LOWER INFECTION RATES AMONG STATE AND NATIONAL AVERAGES. LINE 4B TWO OUTLYING CENTERS OFFER IMAGING SERVICES, WHILE ALL RHCS PROVIDE LAB DRAWS SO PATIENTS DON'T HAVE TO DRIVE TO RECEIVE NECESSARY TESTING. IN ADDITION TO THE FAMILY AND INTERNAL MEDICINE SERVICES AT RHCS, PHYSICIAN PRACTICES ALSO PROVIDE SPECIALTY CARE INCLUDING PEDIATRICS, GASTROENTEROLOGY, ORTHOPEDICS, PHYSIATRY, SURGERY, PODIATRY, OBSTETRICS/GYNECOLOGY AND ONCOLOGY. LINE 4C IN ADDITION TO THE HOSPITAL'S ACUTE CARE FLOORS, UPMC COLE CARES FOR PATIENTS IN ITS 44-BED SKILLED NURSING AND REHABILITATION UNIT. LINE 4D THE ORGANIZATION ALSO OFFERS CLINICAL SERVICES, CLINICS, CORPORATE AND HOMEMAKERS SERVICES. |
| FORM 990, PART VI, LINE 1A | VOTING RIGHTS: VOTING RIGHTS OF EXECUTIVE COMMITTEE PER CHARLES COLE MEMORIAL HOSPITAL BYLAWS EFFECTIVE 3/1/2018: SECTION 6.5 EXECUTIVE COMMITTEE. THERE MAY BE AN EXECUTIVE COMMITTEE OF THE BOARD CONSISTING OF DIRECTORS WITH REPRESENTATION SIMILAR TO THE FULL BOARD OF DIRECTORS. ANY EXECUTIVE COMMITTEE OF THE BOARD SHALL BE COMPRISED ONE-THIRD (1/3) OF UPMC DESIGNATED DIRECTORS SELECTED BY UPMC AND TWO-THIRDS (2/3) OF COLE DESIGNATED DIRECTORS SELECTED BY THE COLE DESIGNATED DIRECTORS. THE CHAIR, THE VICE CHAIR AND THE MEMBER'S REPRESENTATIVE SHALL BE MEMBERS OF ANY SUCH EXECUTIVE COMMITTEE EX OFFICIO; PROVIDED, THAT THE MEMBER'S REPRESENTATIVE SHALL HAVE A VOTE ON SUCH EXECUTIVE COMMITTEE ONLY IF HE OR SHE IS A DIRECTOR. UNLESS OTHERWISE DETERMINED BY THE BOARD AND THE MEMBER, AN EXECUTIVE COMMITTEE OF THE BOARD SHALL HAVE THE AUTHORITY TO FULFILL ALL OF THE DUTIES OF THE BOARD OF DIRECTORS EXCEPT AS TO THOSE MATTERS RESERVED TO THE MEMBER BY THESE BYLAWS, OR TO THE FULL BOARD BY ANY APPLICABLE PROVISION OF THE NON-PROFIT CORPORATION LAW OF PENNSYLVANIA. A MAJORITY OF THE ACTUAL THEN-CURRENT MEMBERSHIP OF ANY EXECUTIVE COMMITTEE OF THE BOARD AND THE PRESENCE OF THE MEMBER'S REPRESENTATIVE SHALL CONSTITUTE A QUORUM AND THE VOTE OF A MAJORITY OF THE VOTING EXECUTIVE COMMITTEE MEMBERS PRESENT WHERE A QUORUM EXISTS SHALL CONSTITUTE ACTION BY THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION A, LINES 6,7A, & 7B | MEMBERS: CHARLES COLE MEMORIAL HOSPITAL HAS ONE SOLE MEMBER, THE FEDERALLY TAX-EXEMPT ENTITY UPMC. UPMC COLE SHALL BE GOVERNED BY A BOARD OF DIRECTORS CONSISTING AS OF THE EFFECTIVE TIME OF SEVENTEEN (17) VOTING DIRECTORS. OVER TIME, AS SET FORTH IN THE BYLAWS, THE BOARD SHALL BE DECREASED TO THIRTEEN (13) TOTAL DIRECTORS. THE DIRECTORS SHALL BE DESIGNATED AS FOLLOWS: AS OF THE EFFECTIVE TIME, THE BOARD WILL BE COMPRISED OF THIRTEEN (13) COLE DESIGNATED DIRECTORS AND FOUR (4) UPMC DESIGNATED DIRECTORS. THE THIRTEEN (13) COLE DESIGNATED DIRECTORS WILL REFLECT THE MEMBERS ON THE CHARLES COLE MEMORIAL HOSPITAL BOARD IMMEDIATELY PRIOR TO CLOSING. THEREAFTER, THE BOARD SHALL DECREASE, OVER TIME, TO THIRTEEN (13) TOTAL DIRECTORS WHICH SHALL CONSIST OF NINE (9) COLE DESIGNATED DIRECTORS AND FOUR (4) UPMC DESIGNATED DIRECTORS. THE COLE DESIGNATED DIRECTORS SHALL DECREASE TO NINE (9) PERSONS WHEN A COLE DESIGNATED DIRECTOR IS NO LONGER ELIGIBLE TO SERVE, OR UPON HIS OR HER VOLUNTARY OR INVOLUNTARY RESIGNATION UNTIL THE NUMBER OF COLE DESIGNEES IS REDUCED TO NINE (9). THIS COMPOSITION OF NINE (9) COLE DESIGNATED DIRECTORS AND FOUR (4) UPMC DESIGNATED DIRECTORS SHALL CONTINUE THROUGH AT LEAST THE PARTICIPATION PERIOD. THE UPMC DESIGNATED DIRECTORS AND THEIR SUCCESSORS WILL BE APPOINTED BY UPMC. THE MEMBER SHALL HAVE THE FOLLOWING RIGHTS AND POWERS: UMPC IS THE PARENT OF CHARLES COLE MEMORIAL HOSPITAL, INC. UPMC HAS THE RIGHTS TO DO ALL OF THE FOLLOWING: (I) APPROVAL OF OPERATING AND CAPITAL BUDGETS OF THE CORPORATION; (II) ENTERING INTO NEW OR MATERIALLY CHANGING EXISTING JOINT VENTURE ARRANGEMENTS OF THE CORPORATION; (III) APPROVAL OF THE TERMS OF ANY MANAGEMENT ARRANGEMENTS WITH AN UNRELATED THIRD PARTY; (IV) ANY CHANGE IN THE CORPORATE STRUCTURE OF THE CORPORATION; (V) THE SALE, LEASE, TRANSFER OR JOINT VENTURE, WHETHER WITHIN THE SYSTEM OR EXTERNAL THERETO, INVOLVING SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; (VI) THE MERGER, CONSOLIDATION, DIVESTITURE OR DISSOLUTION OF THE CORPORATION; (VII) ANY AMENDMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION; (VIII) SALE OF ANY REAL ESTATE OF THE CORPORATION; THE MEMBER AND UPMC MAY LOOK TO THE BOARD OF DIRECTORS TO PROVIDE GOVERNANCE AND OVERSIGHT WITH RESPECT TO MATTERS WHICH MAY INCLUDE DEVELOPING AND IMPLEMENTING THE GOALS AND OBJECTIVES OF THE CORPORATION IN THE FOUR KEY AREAS OF (1) QUALITY PERFORMANCE; (2) FINANCIAL PERFORMANCE; (3) PLANNING PERFORMANCE; AND (4) GOVERNANCE PERFORMANCE. |
| FORM 990, PART VI, SECTION B, LINE 11B | FORM 990 REVIEW PROCESS: THE FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM BASED ON INFORMATION SUPPLIED BY CHARLES COLE MEMORIAL HOSPITAL. THE DRAFT 990 IS REVIEWED BY THE FINANCE DEPARTMENT. IT IS THEN POSTED TO AN ONLINE PORTAL FOR THE BOARD OF DIRECTORS PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY: UPMC REQUIRES KEY EMPLOYED AND NON-EMPLOYED PERSONNEL TO COMPLY WITH ITS CONFLICT OF INTEREST POLICIES WHEN THEY ENGAGE IN UPMC-RELATED BUSINESS. PERSONS COVERED BY THE POLICIES INCLUDE: -UPMC BOARD MEMBERS, BOARD COMMITTEE 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 OR TRUST-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. |
| FORM 990, PART VI, SECTION B, LINES 15A & 15B | COMPENSATION DETERMINATION: 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 RELEVANT REGULATIONS, 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, SEC, ETC.). THE COMMITTEE BELIEVES THAT WHILE THESE PRACTICES ARE NOT REQUIRED IN THE TAX EXEMPT SECTOR, THEY ARE IN THE BEST INTERESTS OF THE ORGANIZATION AND FURTHER SUPPORT UPMC'S NONPROFIT MISSION. IN ACCORDANCE WITH THE ABOVE, DETERMINATION OF TOTAL COMPENSATION FOR THE CEO IS MADE EXCLUSIVELY BY THE COMMITTEE. DETERMINATION OF TOTAL COMPENSATION FOR OTHER OFFICERS AND KEY EMPLOYEES IS RECOMMENDED BY THE CEO AND SUBJECT TO REVIEW AND APPROVAL BY THE COMMITTEE. THE COMMITTEE, WHICH MEETS AT LEAST FOUR TIMES A YEAR, OBTAINS PROFESSIONAL ADVICE FROM ITS OWN EXPERTS, INCLUDING ACCOUNTANTS, EXECUTIVE COMPENSATION CONSULTANTS AND LEGAL COUNSEL. |
| FORM 990, PART VI, SECTION B, LINES 16A & 16B | JOINT VENTURES: 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. |
| FORM 990, PART VI, SECTION C, LINE 19 | DOCUMENT AVAILABILITY: UMPC'S PUBIC 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. |
| FORM 990, PART VII, SECTION A | BOARD MEMBER COMPENSATION: NO BOARD MEMBERS RECEIVE ANY COMPENSATION FOR THEIR DIRECTOR DUTIES. STEVEN JOHNSON, DAVID LOPATOFSKY, MD, MARIBETH MCLAUGHLIN, AND CARRIE ENNIS ARE COMPENSATED BY A RELATED ORGANIZATION FOR THEIR OPERATIONAL ROLES. MARY ANN RIGAS AND MICHAEL CALLAHAN ARE COMPENSATED FOR THEIR ROLES AS PHYSICIANS. |
| FORM 990, PART XI, LINE 9 | OTHER CHANGES IN NET ASSETS: $ ( 6,378,012) TRANSFER TO EXEMPT RELATED PARTY ( 71,264) NET ASSETS RELEASED FROM PERMANENTLY RESTRICTION ( 79,487) NET ASSETS RELEASED FROM TEMPORARY RESTRICTION -------------- $ ( 5,065,128) |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PURCHASED SERVICES TOTAL FEES:4801635 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PHYSICIAN FEES TOTAL FEES:3631992 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:LAB SERVICES TOTAL FEES:903246 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:MAINTENANCE CONTRACTS TOTAL FEES:793371 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:PROFESSIONAL FEES TOTAL FEES:555096 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:HOUSEKEEPING SERVICES TOTAL FEES:192700 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:OTHER FEES AND SERVICES TOTAL FEES:171860 |
| FORM 990 PART IX LINE 11G | DESCRIPTION:CONSULTING SERVICES TOTAL FEES:54943 |
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| Software Version: |