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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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)
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(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (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 2023 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-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, 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 2023. 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 2024. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
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| PART III, LINE 4A: | UPMC IN CENTRAL PA. ENCOMPASSES SEVEN ACUTE CARE HOSPITALS WITH 1,226 LICENSED BEDS, AND ALSO OFFERS THE HELEN M. SIMPSON REHAB HOSPITAL, A 55-BED INPATIENT REHAB HOSPITAL JOINTLY OWNED WITH SELECT MEDICAL. UPMC IN CENTRAL PA. OFFERS ACCESS TO MORE THAN 200 OUTPATIENT LOCATIONS, INCLUDING PRIMARY AND SPECIALTY CARE, UPMC URGENT CARE CENTERS, AND UPMC HILLMAN CANCER CENTERS. UPMC HAS MORE THAN 13,000 EMPLOYEES, INCLUDING MORE THAN 3,100 PHYSICIANS AND ALLIED HEALTH PROFESSIONALS. DURING FISCAL YEAR 2024, (JULY 2023 - JUNE 2024), UPMC IN CENTRAL PA. ADMITTED MORE THAN 53,500 INPATIENTS, AND RECORDED MORE THAN 267,900 INPATIENT DAYS, 239,000 EMERGENCY ROOM VISITS, 1.5 MILLION OUTPATIENT VISITS, 56,000 SURGERIES, 5,600 BIRTHS/DELIVERIES, 77 TRANSPLANTS AND IT PARTICIPATED IN MORE THAN 400 CLINICAL TRIALS. UPMC IN CENTRAL PA.'S MEMBER ORGANIZATIONS PROVIDED CHARITY CARE AND OTHER UNCOMPENSATED CARE, INCLUDING MEDICAID AND MEDICARE SHORTFALLS, AT A COST IN EXCESS OF $406,000,000. THE COMMUNITIES SERVED BY UPMC IN CENTRAL PA.'S MEMBER ORGANIZATIONS ARE IN AN ECONOMICALLY DISTRESSED AND MEDICALLY UNDERSERVED AREA. IN THE YEAR ENDED JUNE 30, 2024, UPMC IN CENTRAL PA.'S MEMBER ORGANIZATIONS PROVIDED COMMUNITY SERVICE PROGRAMS AND OTHER FUNDING AT A COST OF APPROXIMATELY $49,600,000 AND FUNDING FOR EDUCATION AND RESEARCH AT A COST OF APPROXIMATELY $30,200,000. UPMC HANOVER IS A FULL-SERVICE ACUTE CARE HOSPITAL WITH 100 LICENSED BEDS. UPMC HANOVER'S METICULOUS PURSUIT OF EXCEPTIONAL MEDICINE SPRINGS FROM OUR MISSION, VALUES, AND COMMITMENT TO PROVIDING HEALING AND COMPASSIONATE CARE TO THE PATIENTS AND FAMILIES IN THE COMMUNITY WE SERVE. SOME OF THE HOSPITAL'S MAIN SERVICES INCLUDE: EMERGENCY SERVICES, GENERAL SURGERY, PULMONARY AND SLEEP MEDICINE, UPMC HEART AND VASCULAR INSTITUTE, A MAMMOGRAPHY CENTER, AND WOMEN'S SERVICES. UPMC HANOVER IS ACCREDITED BY THE JOINT COMMISSION, INCLUDING BEING A CERTIFIED PRIMARY STROKE CENTER. IN ADDITION, UPMC HANOVER HAS ACHIEVED THE STATUS OF BLUE DISTINCTION CENTER FOR MATERNITY CARE AND GET WITH THE GUIDELINES STROKE GOLD PLUS. SOME OF HOSPITAL'S MAIN SERVICES INCLUDE: EMERGENCY SERVICES, GENERAL SURGERY, PULMONARY AND SLEEP MEDICINE, UPMC HEART AND VASCULAR INSTITUTE, A MAMMOGRAPHY CENTER, AND WOMEN'S SERVICES. UPMC HANOVER EARNED THE AMERICAN NURSES CREDENTIALING CENTER (ANCC) PATHWAY TO EXCELLENCE PROGRAM RECOGNITION IN 2024, UPMC HANOVER, UPMC HARRISBURG, UPMC MEMORIAL, AND UPMC WEST SHORE EARNED AMERICAN COLLEGE OF CARDIOLOGY'S NCDR CHEST PAIN MI REGISTRY PLATINUM PERFORMANCE ACHIEVEMENT AWARD FOR 2024. IN 2024, UPMC HANOVER IMPLEMENTED INTUITIVE ION ROBOT TECHNOLOGY FOR BRONCHOSCOPY PROCEDURES. IT ALSO BEGAN PROVIDING MANOMETRY PROCEDURES, CARDIAC MR PROCEDURES AND IT ESTABLISHED AMBULATORY HEART FAILURE CLINIC WITH NP AND ROTATION ONCE A MONTH. UPMC HANOVER HAS MORE THAN 779 EMPLOYEES, OFFERS ACCESS TO OUTPATIENT LOCATIONS WHICH INCLUDE PRIMARY AND SPECIALTY CARE OFFICES, UPMC URGENT CARE CENTERS, AND UPMC HILLMAN CANCER CENTERS. DURING FISCAL YEAR 2024, (JULY 2023 - JUNE 2024), UPMC HANOVER ADMITTED MORE THAN 5,200 INPATIENTS, AND RECORDED MORE THAN 25,500 INPATIENT DAYS, 30,200 EMERGENCY ROOM VISITS, 195,100 OUTPATIENT VISITS, 4,618 SURGERIES, AND 400 BIRTHS/DELIVERIES. UPMC HANOVER TREATS ALL PATIENTS WITHOUT REGARD TO THEIR ABILITY TO PAY. UPMC HANOVER PROVIDED SERVICES TO THE COMMUNITY THROUGH CHARITABLE DONATIONS, SUBSIDIZED HEALTH AND COMMUNITY PROGRAMS, OUTREACH PROGRAMS, HEALTH SCREENINGS, EDUCATIONAL CLASSES, AND VOLUNTEER SERVICES. UPMC HANOVER PROVIDED CHARITY CARE AND OTHER UNCOMPENSATED CARE, INCLUDING MEDICAID AND MEDICARE SHORTFALLS, AT A COST IN EXCESS OF $45,000,000. THE COMMUNITIES SERVED BY UPMC MEMORIAL ARE IN AN ECONOMICALLY DISTRESSED AND MEDICALLY UNDERSERVED AREA. IN THE YEAR ENDED JUNE 30, 2024, UPMC MEMORIAL PROVIDED COMMUNITY SERVICE PROGRAMS AND OTHER FUNDING AT A COST OF OVER $675,000 AND FUNDING FOR EDUCATION AND RESEARCH AT A COST OF APPROXIMATELY $12,000. UPMC HANOVER'S MISSION IS TO SERVE OUR COMMUNITY BY PROVIDING OUTSTANDING PATIENT CARE AND SHAPING TOMORROW'S HEALTH SYSTEM THROUGH CLINICAL AND TECHNOLOGICAL INNOVATION, RESEARCH, AND EDUCATION. UPMC WILL LEAD THE TRANSFORMATION OF HEALTH CARE. THE UPMC MODEL WILL BE NATIONALLY RECOGNIZED FOR REDEFINING HEALTH CARE BY: - PUTTING OUR PATIENTS, HEALTH PLAN MEMBERS, EMPLOYEES, AND COMMUNITY AT THE CENTER OF EVERYTHING WE DO AND CREATING A MODEL THAT ENSURES THAT EVERY PATIENT GETS THE RIGHT CARE, IN THE RIGHT WAY, AT THE RIGHT TIME, EVERY TIME. - HARNESSING OUR INTEGRATED CAPABILITIES TO DELIVER BOTH SUPERB STATE-OF-THE-ART CARE TO OUR PATIENTS AND HIGH VALUE TO OUR STAKEHOLDERS. - EMPLOYING OUR PARTNERSHIP WITH THE UNIVERSITY OF PITTSBURGH TO ADVANCE THE UNDERSTANDING OF DISEASE, ITS PREVENTION, TREATMENT, AND CURE. - SERVING THE UNDERSERVED AND DISADVANTAGED AND ADVANCING EXCELLENCE AND INNOVATION THROUGHOUT HEALTH CARE. - FUELING THE DEVELOPMENT OF NEW BUSINESSES GLOBALLY THAT ARE CONSISTENT WITH OUR MISSION AS AN ONGOING CATALYST AND DRIVER OF ECONOMIC DEVELOPMENT FOR THE BENEFIT OF THE RESIDENTS OF THE REGION. COMMUNITY HEALTH IMPROVEMENT SERVICES: UPMC HANOVER SERVES YORK AND ADAMS COUNTIES, TAKING HEALTH CARE BEYOND THE DOORS OF ITS HOSPITALS, CLINICS, AND OFFICES, AND BRINGING IT INTO THE REGION'S TOWNS, SCHOOLS, AND WORKPLACES. UPMC HANOVER'S CHARITABLE GIVING AND COMMUNITY INITIATIVES ARE MAKING A DIFFERENCE IN THE HEALTH AND WELL-BEING OF OUR NEIGHBORS. SUPPORTING AND SERVING THE COMMUNITY REMAINS A HIGH PRIORITY FOR UPMC HANOVER. UPMC HANOVER CONDUCTED COMMUNITY HEALTH NEEDS ASSESSMENTS CHNAS, IN COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 501(R) REQUIREMENTS. INCORPORATING INPUT FROM COMMUNITY STAKEHOLDERS AND PUBLIC HEALTH EXPERTS, THESE ASSESSMENTS HELP IDENTIFY ACTIONS AND CREATE IMPLEMENTATION PLANS TO IMPROVE COMMUNITY HEALTH. THE HOSPITAL IS MAKING MEASURABLE PROGRESS ON EACH OF ITS HEALTH INITIATIVES, DEMONSTRATING ITS CONTINUED COMMITMENT TO IMPROVING COMMUNITY HEALTH. WE ARE PROUD TO PROVIDE SERVICES THAT DIRECTLY SUPPORT THE COMMUNITIES WE SERVE, AND TO COLLABORATE WITH AREA BUSINESSES AND ORGANIZATIONS TO INCREASE AWARENESS ON ALL ASPECTS OF HEALTH, INCLUDING OUR PRIORITIES OUTLINED IN EACH OF THE LOCALLY FOCUSED COMMUNITY HEALTH NEEDS ASSESSMENT PLANS. FROM PUBLIC HEALTH AND WELLNESS INITIATIVES TO SCHOOL HEALTH SCREENINGS, INSURANCE ENROLLMENT HELP, HOME-VISIT PROGRAMS, CHARITY CARE, AND FREE HEALTH CLASSES, UPMC HANOVER PROVIDES A NUMBER OF SERVICES TO BENEFIT THE COMMUNITY. |
| FORM 990, PART V, LINE 1: | UPMC (EIN 23-1423657), A FEDERALLY TAX EXEMPT ENTITY, THE PARENT OF A LARGE INTEGRATED DELIVERY AND FINANCING SYSTEM AND THE PARENT ENTITY OF UPMC PINNACLE, WHO IS THE PARENT OF UPMC HANOVER, ISSUES AND FILES ALL FORM 1099S FOR UPMC HANOVER. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF THE CORPORATION IS HANOVER HEALTHCARE PLUS, INC., A FEDERALLY TAX EXEMPT, STATE NONPROFIT ENTITY (EIN 22-2658574). IN SEPTEMBER 2017, UPMC PINNACLE AFFILIATED WITH UPMC, A WORLD-RENOWNED INTEGRATED HEALTHCARE DELIVERY AND FINANCING SYSTEM, THAT IS AN INTERNATIONAL LEADER IN PROVIDING CLINICAL CARE, GROUND BREAKING RESEARCH AND TREATMENTS WITH LOCATIONS IN WESTERN AND CENTRAL PENNSYLVANIA, MARYLAND, NEW YORK AND AROUND THE WORLD. |
| FORM 990, PART VI, SECTION A, LINE 7A | DURING THE PERIOD OF INTEGRATION, UPMC PINNACLE ELECTS TWO-THIRDS OF THE VOTING MEMBERS OF THE UPMC HANOVER BOARD. |
| FORM 990, PART VI, SECTION A, LINE 7B | CERTAIN GOVERNANCE DECISIONS OF THE ORGANIZATION REQUIRE THE APPROVAL OF BOTH THE HANOVER HEALTHCARE PLUS, INC. BOARD AND THE UPMC PINNACLE BOARD, AS THE PARENT OF BOTH THE FILING ORGANIZATION AND ITS SOLE MEMBER. |
| FORM 990, PART VI, SECTION B, LINE 11B | DURING THE PERIOD OF INTEGRATION, UPMC PINNACLE AND UPMC HANOVER BOARDS HAVE JOINT AUTHORITY AND RESPONSIBILITY FOR THE REVIEW OF THE FORM 990. THE AUTHORITY AND RESPONSIBILITY FOR THE REVIEW OF THE FORM 990 FOR UPMC HANOVER IS DELEGATED TO THE UPMC PINNACLE FINANCE COMMITTEE OF THE UPMC PINNACLE BOARD. ALL MEMBERS ARE PROVIDED WITH A COPY OF THE FORM 990 PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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 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, LINE 15 | 15A: THE COMPENSATION COMMITTEE OF THE UPMC PINNACLE BOARD HAS THE AUTHORITY TO DEVELOP AND MAINTAIN EXECUTIVE COMPENSATION TO BE APPROVED BY THE UPMC PINNACLE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE WILL FOLLOW A DILIGENT PROCESS THAT MEETS REGULATORY REQUIREMENTS FOR A REBUTTABLE PRESUMPTION OF REASONABLENESS AND PROMOTES EFFECTIVE GOVERNANCE OF EXECUTIVE COMPENSATION, CONSISTENT WITH THE UPMC PINNACLE COMPENSATION PHILOSOPHY. 1. FOLLOW A PROCESS THAT ESTABLISHES AND MAINTAINS A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL EXECUTIVES POTENTIALLY SUBJECT TO INTERMEDIATE SANCTIONS. 2. PREPARE MINUTES FOR EACH MEETING TO RECORD THE TERMS OF THE COMMITTEE'S DECISIONS AND THE PROCESS FOLLOWED IN REACHING THOSE DECISIONS. THESE MINUTES MUST INCLUDE INDICATIONS THAT THE COMMITTEE IS FOLLOWING GOOD PRACTICES IN DEALING WITH CONFLICTS OF INTEREST AND IN OBTAINING AND RELYING ON APPROPRIATE COMPARABILITY DATA ON TOTAL COMPENSATION. 3. SELECT AND DIRECTLY ENGAGE AND SUPERVISE ANY CONSULTANT HIRED BY UPMC PINNACLE TO ADVISE THE COMMITTEE ON EXECUTIVE COMPENSATION. 4. PERIODICALLY EVALUATE THE APPROPRIATENESS OF THIS CHARTER AND THE EFFECTIVENESS OF THE PROCESS THE COMMITTEE USES IN GOVERNING EXECUTIVE COMPENSATION AND REPORT THIS EVALUATION TO THE UPMC PINNACLE BOARD. 5. MONITOR CHANGES IN LAWS AND REGULATIONS PERTAINING TO EXECUTIVE COMPENSATION AND BENEFITS TO SEE THAT UPMC PINNACLE COMPLIES WITH THEM. 6. SEEK OUTSIDE REVIEW OF COMMITTEE OPERATIONS TO ENSURE COMPLIANCE WITH THE IRS REBUTTABLE PRESUMPTION OF REASONABLENESS. 7. REVIEW ACTUAL EXECUTIVE COMPENSATION AND BENEFITS PROVIDED TO CONFIRM CONSISTENCY WITH COMPENSATION AND BENEFITS APPROVED BY THE COMMITTEE. 15B: 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 C, LINE 19 | THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE FOR PUBLIC INSPECTION. THE ORGANIZATION INCLUDES A COPY OF ITS FINANCIAL STATEMENTS WITH THE STATE REGISTRATION FILED WITH THE PENNSYLVANIA DEPARTMENT OF STATE, BUREAU OF CHARITABLE ORGANIZATIONS. THESE DOCUMENTS ARE A MATTER OF PUBLIC RECORD AND CAN BE VIEWED AT THE BUREAU OFFICE. |
| FORM 990, PART XI, LINE 9: | TRANSFERS TO EXEMPT AFFILIATES -21,490,962. TRANSFER FROM UPMC PINNACLE FOUNDATION -1,802,262. JV EQUITY EARNINGS -411,240. |
| FORM 990, PART XII, LINE 2C: | UPMC HAS AN AUDIT COMMITTEE THAT IS ESTABLISHED TO ASSIST THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES BY MONITORING UPMC CONSOLIDATED FINANCIAL REPORTS AND OTHER FINANCIAL INFORMATION PROVIDED BY UPMC TO GOVERNMENTAL BODIES, THE PUBLIC OR OTHER EXTERNAL ENTITIES. THE UPMC'S SYSTEM OF INTERNAL CONTROLS REGARDING FINANCE, ACCOUNTING, LEGAL COMPLIANCE AND ETHICS THAT MANAGEMENT AND THE BOARD HAVE ESTABLISHED AND UPMC'S INTERNAL AUDITING, ACCOUNTING AND FINANCIAL REPORTING PROCESSES ALSO PROVIDED OVERSIGHT. |
| PART XII, LINE 2B: | THE ORGANIZATION'S FINANCIAL STATEMENTS ARE PART OF A CONSOLIDATED FINANCIAL STATEMENT AUDIT PERFORMED BY EY FOR UPMC AND ALL SUBSIDIARIES. THE ENTIRE SYSTEM'S FINANCIAL STATEMENTS, OF WHICH THIS ORGANIZATION IS PART, ARE POSTED ON THE UPMC WEBSITE. (WWW.UPMC.COM) THE FINANCIAL STATEMENT AUDIT DURING THE 990 FILING PERIOD IS FOR THE CALENDAR YEAR ENDED DECEMBER 31,2023. |
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