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 | |||||
| (A)
THE PENNSYLVANIA STATE UNIVERSITY |
246000376 | 6 | Yes | 80,107,920 | 0 | |
|
Total 1
|
80,107,920 | 0 | ||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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)
![]() |
(a) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) 2020 | (b) 2021 | (c) 2022 | (d) 2023 | (e) 2024 | (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) |
||||
| 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 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 2024 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-2024 |
(iii) Distributable Amount for 2024 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2024 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2024 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2024: | ||||
| a From 2019....... | ||||
| b From 2020....... | ||||
| c From 2021....... | ||||
| d From 2022....... | ||||
| e From 2023....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2024 distributable amount | ||||
|
i
Carryover from 2019 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2024 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2024 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2024, 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 2024. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2025. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2020..... | ||||
| b Excess from 2021..... | ||||
| c Excess from 2022..... | ||||
| d Excess from 2023..... | ||||
| e Excess from 2024..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|
| Software ID: | 24020961 |
| Software Version: | 2024v5.1 |
| Return Reference | Explanation |
|---|---|
| Form 990, Part I, Line 6 | ESTIMATED NUMBER OF VOLUNTEERS: 13 PENN STATE HEALTH IS REPORTING THE NONCOMPENSATED COMMUNITY VOLUNTEER MEMBERS OF ITS GOVERNING BODY. |
| Form 990, Part III, Line 1 DESCRIPTION OF ORGANIZATION MISSION: | HEALTHCARE PROFESSIONALS; AND ADVANCES EVIDENCE-BASED MEDICAL INNOVATION THROUGH RESEARCH AND DISCOVERY. |
| Form 990, Part III, Line 4a PROGRAM SERVICE ACCOMPLISHMENTS: | EDUCATIONAL, AND SCIENTIFIC PURPOSES. PENN STATE HEALTH PLAYS A VITAL ROLE IN SUPPORTING, BOTH OPERATIONALLY AND FINANCIALLY, THE PENNSYLVANIA STATE UNIVERSITY'S COLLEGE OF MEDICINE. THE PURPOSES OF THE TWO ORGANIZATIONS ARE INTEGRALLY INTERTWINED AND MUTUALLY SUPPORTIVE. PENN STATE HEALTH OFFERS THE COLLEGE OF MEDICINE ADDITIONAL PLATFORMS FOR EDUCATION AND RESEARCH AS WELL AS GENERATES SHARED REVENUE, WHEREAS THE COLLEGE OF MEDICINE OFFERS PENN STATE HEALTH ACCESS TO INNOVATIONS, CLINICAL TRIALS, DISCOVERIES AND A PIPELINE OF CLINICIANS AND SCIENTISTS. IN RECENT YEARS, THE PENN STATE HEALTH SYSTEM HAS UNDERGONE SUBSTANTIAL GROWTH AND MADE SIGNIFICANT PROGRESS TOWARDS CREATING A HIGH-QUALITY, LARGE SCALE INTEGRATED HEALTH CARE DELIVERY SYSTEM TO SERVE THE POPULATION OF SOUTHCENTRAL PENNSYLVANIA, BY FOCUSING ON BUILDING THE ACADEMIC TERTIARY/QUATERNARY CARE RESOURCES OF ITS RELATED ORGANIZATION, MILTON S. HERSHEY MEDICAL CENTER. THE PENN STATE HEALTH SYSTEM HAS SIX, NONPROFIT TAX-EXEMPT, ACUTE CARE HOSPITALS. THE MILTON S. HERSHEY MEDICAL CENTER (MSHMC) IS A 639-LICENSED BED ACADEMIC MEDICAL CENTER LOCATED IN HERSHEY, PENNSYLVANIA. ST. JOSEPH REGIONAL HEALTH NETWORK (SJRHN) IS A 204-LICENSED BED HOSPITAL IN THE BERKS COUNTY REGION. HOLY SPIRIT MEDICAL CENTER (HSMC) WAS ACQUIRED ON NOVEMBER 1, 2020 AND IS A 306-LICENSED BED HOSPITAL IN CUMBERLAND COUNTY. PENN STATE HEALTH HAMPDEN MEDICAL CENTER (PSHHMC), OPENED IN OCTOBER 2021, IS A 110-LICENSED BED HOSPITAL ALONGSIDE INTERSTATE 81 IN HAMPDEN TOWNSHIP. PENN STATE HEALTH LANCASTER MEDICAL CENTER (PSHLMC), OPENED IN OCTOBER 2022, IS A 142-LICENSED BED HOSPITAL LOCATED IN LANCASTER COUNTY. PENNSYLVANIA PSYCHIATRIC INSTITUTE (PPI), IS AN 89-BED ACUTE CARE PSYCHIATRIC FACILITY THAT SPECIALIZES IN PSYCHIATRIC AND SUBSTANCE ABUSE TREATMENT. ALL ACUTE CARE HOSPITALS PROVIDE INPATIENT, OUTPATIENT AND EMERGENCY CARE SERVICES. ON JULY 1, 2023, PENN STATE HEALTH ASSUMED 100% GOVERNANCE CONTROL OF HARRISBURG-BASED PENNSYLVANIA PSYCHIATRIC INSTITUTE (PPI) AND INTEGRATED THE SPECIALTY HOSPITAL INTO ITS OPERATIONS IN DECEMBER OF THAT YEAR. PPI WAS CREATED IN 2008 AS A COLLABORATION OF PENN STATE MILTON S. HERSHEY MEDICAL CENTER AND PINNACLE HEALTH SYSTEM. PPI IS AN 89-LICENSED BED BEHAVIORAL HEALTH HOSPITAL THAT OFFERS A FULL RANGE OF BEHAVIORAL HEALTH CARE FOR PEOPLE OF ALL AGES AND SERVES MORE THAN 45,000 PATIENTS EACH YEAR THROUGH COMPREHENSIVE BEHAVIORAL HEALTH CARE THAT INCLUDES INPATIENT CARE, PARTIAL HOSPITALIZATION PROGRAMS, OUTPATIENT CLINICS AND SPECIALTY ACCESS. THE INSTITUTE IS A CENTER OF EXCELLENCE FOR COMMUNITY PSYCHIATRY AND A SITE FOR THE NATIONAL INSTITUTE ON DRUG ABUSE CLINICAL TRIALS NETWORK. PPI DEMONSTRATES PENN STATE HEALTH'S COMMITMENT TO PROVIDING VITAL BEHAVIORAL HEALTH SERVICES IN PENNSYLVANIA. PENN STATE HEALTH HAS THREE SINGLE MEMBER LLCS AS FOLLOWS: PENN STATE HEALTH COMMUNITY MEDICAL GROUP PENN STATE HEALTH'S COMMUNITY MEDICAL GROUP IS CHARGED WITH SERVING THE REGIONS SURROUNDING HERSHEY MEDICAL CENTER AND THE COLLEGE OF MEDICINE. CURRENTLY COMPOSED OF 650 PROVIDERS AND 2,000 TOTAL STAFF, THE COMMUNITY MEDICAL GROUP STAFFS EACH OF THE SIX COMMUNITY ACUTE CARE MEDICAL CENTERS. SERVICES INCLUDE INPATIENT, SPECIALTY AND PRIMARY CARE PROGRAMS THAT FOCUS ON HIGH QUALITY CARE CLOSE TO HOME. PRIMARY CARE PRACTICES SERVICE DAUPHIN, CUMBERLAND, BERKS AND LANCASTER COUNTIES WITH A FULL ARRAY OF ADULT AND PEDIATRIC GENERAL SERVICES AS WELL AS WALK-IN AND URGENT CARE. COMMUNITY MEDICAL GROUP COVERS APPROXIMATELY 215,000 PRIMARY CARE PATIENTS. SUBSPECIALTY SERVICES ARE ALSO ROBUST IN EACH COUNTY WITH QUATERNARY CARE NEEDS BEING REFERRED TO HERSHEY MEDICAL CENTER. INPATIENT SERVICES INCLUDE HOSPITALIST, EMERGENCY MEDICINE, CRITICAL CARE, NEONATOLOGY, OBSTETRICS, ANESTHESIA, AS WELL AS DIAGNOSTIC AND INTERVENTIONAL RADIOLOGY. PENN STATE HEALTH LIFE LION LLC PENN STATE HEALTH LIFE LION LLC (LL LLC) IS THE HEALTH SYSTEM'S COMMUNITY-FACING 911 EMERGENCY MEDICAL SERVICE (EMS) PROVIDER. INCORPORATED IN THE SUMMER OF 2020, THIS BROUGHT TOGETHER SEVERAL ESTABLISHED THIRD-PARTY EMS ENTITIES UNDER THE PSH UMBRELLA AND HELPED SOLIDIFY AND EXPAND THE 911 SERVICE THESE EMS ENTITIES WERE PROVIDING FOR MANY YEARS. LL LLC IS COMPRISED OF APPROXIMATELY 270 CLINICIANS AND SUPPORT STAFF AND PROVIDES 24/7 911 EMERGENCY SERVICES TO OVER 60 MUNICIPALITIES THROUGHOUT CUMBERLAND, PERRY, YORK, LANCASTER AND DAUPHIN COUNTIES. LL LLC RESPONDS TO OVER 30,000 CALLS FOR ASSISTANCE IN A GIVEN YEAR AND IS DISPATCHED THROUGH THE 911 CENTERS OF THE COUNTIES NOTED. SERVICES ARE PROVIDED AT BOTH THE BASIC LIFE SUPPORT (BLS) AND ADVANCED LIFE SUPPORT (ALS) LEVELS, RESPONDING TO ANY 911 CALL THAT REQUIRES PRE-HOSPITAL EMS CARE. LL LLC IS LICENSED BY THE COMMONWEALTH OF PA DEPT. OF HEALTH BUREAU OF EMS, AND FOLLOWS ALL CLINICAL REQUIREMENTS AND STANDARDS SET FORTH BY THE PA DOH FOR EMS AGENCIES. THESE 911 PATIENTS ARE TRANSPORTED TO MANY DIFFERENT HOSPITALS, NOT JUST PENN STATE HEALTH HOSPITALS, AS DIRECTED BY THE PATIENT/FAMILY REQUEST OR COMMONWEALTH OF PA EMS PROTOCOLS. BY PROVIDING THIS SERVICE, PENN STATE HEALTH HELPS TO ALLEVIATE THESE MUNICIPALITIES OF THE COST AND BURDEN OF HAVING TO PROVIDE FOR EMS SERVICES ON THEIR OWN. AN EMS PROGRAM AFFILIATED WITH A HEALTH SYSTEM ALSO HELPS TO PROVIDE A HIGHER QUALITY OF EMS THAN WHAT MANY MUNICIPAL AGENCIES WOULD BE ABLE TO FIELD ON THEIR OWN. IN ADDITION, LL LLC ALSO PROVIDES NON-EMERGENCY TRANSPORTATION FOR PATIENTS REQUIRING AMBULANCE OR WHEELCHAIR SERVICES OUT OF, AND BETWEEN, THE VARIOUS PENN STATE HEALTH HOSPITALS. LL LLC ALSO PROVIDES COMMUNITY EDUCATION AND OUTREACH FOR VARIOUS COMMUNITY GROUPS ON CPR, FIRST AID, SAFETY AND WELL-BEING, AND OTHER PRE-HOSPITAL SERVICES AS NEEDED. LL LLC WORKS CLOSELY WITH MULTIPLE OTHER FIRST RESPONDER AGENCIES, INCLUDING POLICE, FIRE AND LOCAL AND STATE EMERGENCY MANAGEMENT AGENCIES TO PLAN FOR AND MITIGATE EMERGENCY OR DISASTER INCIDENTS WHEN THEY ARISE. CENTRAL PA HEALTH NETWORK, LLC CENTRAL PA HEALTH NETWORK, LLC (DBA: PENN STATE HEALTH CARE PARTNERS) IS THE PENN STATE HEALTH (PSH) SYSTEM'S CLINICALLY INTEGRATED NETWORK (CIN). GOVERNED BY A BOARD OF MANAGERS, THE CIN IS A COLLECTION OF HEALTH PROVIDERS THAT INCLUDES PHYSICIANS, HOSPITALS, AND POST-ACUTE SPECIALISTS WHO JOIN TOGETHER TO COORDINATE CARE, IMPROVE THE QUALITY OF CARE AND REDUCE COSTS FOR POPULATIONS. THE CIN HAS FORMED A COLLABORATION BETWEEN PSH AND 31 INDEPENDENT COMMUNITY PRACTICES ACROSS CENTRAL PA AND STATE COLLEGE REGIONS. THE CIN OFFERS VALUE-BASED CARE PROGRAMS TO THIS GROUP OF PHYSICIANS AND OTHER CARE PROVIDERS. THE CIN USES DATA FROM THESE PROGRAMS TO IDENTIFY CLINICAL INTERVENTIONS, INCREASE ADHERENCE TO CARE PLANS, SHARE BEST PRACTICES, AND PROVIDE FINANCIAL REWARDS FOR IMPROVED CLINICAL OUTCOMES AND COST CONTROL ACHIEVEMENTS. OUR CIN IS CURRENTLY ADMINISTERING A COMMERCIAL PAYOR VALUE-BASED CARE PROGRAM FOR 26,000 PEDIATRIC PATIENTS ACROSS THE PSH REGIONS. IN ADDITION, THE CIN OFFERS POPULATION HEALTH MANAGEMENT SERVICES TO EMPLOYER GROUPS. THESE SERVICES INCLUDE DATA ANALYTICS AND CARE MANAGEMENT SERVICES THAT HAVE DEMONSTRATED IMPROVEMENTS IN PATIENT ADHERENCE TO CARE PLANS AND REDUCTION IN INAPPROPRIATE UTILIZATION, TRANSLATING TO COST SAVINGS FOR AN EMPLOYER. |
| Form 990, Part VI, Line 15 PROCESS TO ESTABLISH COMPENSATION | PROCESS TO ESTABLISH COMPENSATION OF TOP MANAGEMENT OFFICIAL AND OTHER OFFICERS: THE BOARD COMPENSATION COMMITTEE IS DELEGATED RESPONSIBILITY BY THE BOARD TO MAKE AND RECOMMEND TO THE BOARD THE COMPENSATION DECISIONS FOR ITS KEY EXECUTIVES, INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, OTHER OFFICERS AND ALL DISQUALIFIED PERSONS (AS DEFINED BY TREASURY REGULATIONS). THE COMMITTEE HAS STRONG GOVERNANCE PROCESSES IN PLACE TO ENSURE BEST PRACTICES AND THAT COMPENSATION DECISIONS FOR EXECUTIVES ARE REASONABLE AND SUPPORTIVE OF THE ORGANIZATION'S LEADERSHIP TALENT NEEDS. THE COMMITTEE'S COMPENSATION REVIEW PROCESS IS STRUCTURED TO SATISFY AND COMPLY WITH THE REQUIREMENTS OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, UNDER THE INTERMEDIATE SANCTION REGULATIONS (IRC SECTION 4958). 1. THE COMMITTEE OF THE BOARD IS AUTHORIZED BY THE BOARD OF DIRECTORS TO REVIEW AND APPROVE ALL COMPENSATION (INCLUDING EXECUTIVE BENEFITS) ARRANGEMENTS. 2. THE COMMITTEE IS COMPRISED OF DIRECTORS THAT ARE FREE OF MATERIAL FINANCIAL CONFLICT WITH RESPECT TO THE COMPENSATION BEING REVIEWED. 3. ANNUALLY, THE COMPENSATION COMMITTEE ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT A TOTAL COMPENSATION ANALYSIS FOR THE ORGANIZATION'S EXECUTIVES. 4. THE COMMITTEE REVIEWS AND APPROVES THESE COMPENSATION ARRANGEMENTS IN ADVANCE OF IMPLEMENTATION BY REVIEWING MARKET COMPARABILITY DATA PROVIDED BY ITS INDEPENDENT THIRD-PARTY CONSULTANT AND DOCUMENTED IN COMPREHENSIVE REPORTS. 5. THE COMMITTEE DOCUMENTS ITS DECISIONS, AND THE BASIS FOR ITS DECISIONS, IN A TIMELY MANNER WITHIN MEETING MINUTES. 6. THE COMMITTEE ALSO RECEIVES PROFESSIONAL OPINIONS WITH RESPECT TO REASONABLENESS FROM ITS INDEPENDENT COMPENSATION CONSULTANT, AS SUCH TERM IS DEFINED WITHIN INTERMEDIATE SANCTIONS REGULATIONS. 7. THE COMMITTEE REPORTS ITS ACTIONS ON A REGULAR BASIS TO THE FULL BOARD. |
| Form 990, Part VI, Line 2 Family/business relationships amongst interested persons | CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF A TAXABLE ENTITY. - Business relationship |
| Form 990, Part VI, Line 6 Classes of members or stockholders | CLASSES OF MEMBERS OR STOCKHOLDERS: THE FILING ORGANIZATION'S TWO MEMBERS ARE THE PENNSYLVANIA STATE UNIVERSITY, A PENNSYLVANIA NONPROFIT CORPORATION AND INSTRUMENTALITY OF THE COMMONWEALTH OF PENNSYLVANIA, AND HIGHMARK HEALTH, A PENNSYLVANIA NONPROFIT CORPORATION. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | ELECTING MEMBERS OF GOVERNING BODY: DIRECTORS SHALL BE ELECTED BY THE CORPORATE MEMBERS. PURSUANT TO SPECIFICATIONS DEFINED IN THE BYLAWS, THE CORPORATE MEMBERS MAY AT ANY TIME REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF DIRECTORS. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: DESCRIBED IN THE BYLAWS DATED JULY 15, 2021 AND OTHER APPLICABLE DOCUMENTS, THE MEMBERS OF PENN STATE HEALTH ARE THE PENNSYLVANIA STATE UNIVERSITY ("PSU") AND HIGHMARK HEALTH ("HH"). SUBJECT TO CERTAIN LIMITATIONS AND CONDITIONS DESCRIBED IN THE BYLAWS AND OTHER APPLICABLE DOCUMENTS, THE MEMBERS HAVE RESERVED POWERS AS FOLLOWS: PSU: - TO DETERMINE THE NUMBER OF DIRECTORS THAT WILL COMPRISE THE BOARD OF DIRECTORS OF THE CORPORATION, AND TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, A SPECIFIED NUMBER OF DIRECTORS OF THE CORPORATION; - TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION; - TO APPROVE ALL FUNDAMENTAL CHANGE TRANSACTIONS AND ALL OTHER TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS, INCLUDING WITHOUT LIMITATION, ALL MERGERS, CONSOLIDATIONS, DIVISIONS, SALES OF SUBSTANTIALLY ALL ASSETS, AND THE LIQUIDATION OR DISSOLUTION OF THE CORPORATION; - TO APPROVE ANY INDEBTEDNESS OF THE CORPORATION OR ITS CONTROLLED AFFILIATES THAT WOULD CAUSE THE DEBT TO CAPITALIZATION RATIO OF THE CORPORATION ON A CONSOLIDATED BASIS TO BE HIGHER THAN A SPECIFIED LEVEL; - TO APPROVE CERTAIN CAPITAL PROJECTS; - TO APPROVE THE SALE, LEASE, TRANSFER OR OTHER DISPOSITION, AND CERTAIN USES, OF THE LAND OR BUILDINGS LOCATED ON THE EAST CAMPUS OF THE MILTON S. HERSHEY MEDICAL CENTER; - TO APPROVE ANY CHANGE IN THE MISSION OF THE MILTON S. HERSHEY MEDICAL CENTER; - TO EXERCISE THE CORPORATION'S POWER TO APPOINT AND REMOVE DIRECTORS OF THE MILTON S. HERSHEY MEDICAL CENTER; - TO APPROVE ANY CHANGE IN THE ACADEMIC AFFILIATION OF THE CORPORATION OR ANY OF ITS CONTROLLED AFFILIATES; AND - SUBJECT TO SECTION 2.2 AND 2.3, THE MEMBER SHALL HAVE THE RIGHT AND POWER TO GIVE SUCH APPROVALS AND TAKE SUCH OTHER ACTIONS AS ARE SPECIFICALLY RESERVED TO MEMBERS OF PENNSYLVANIA NONPROFIT CORPORATIONS UNDER THE PENNSYLVANIA NONPROFIT CORPORATION LAW. HH: - TO APPROVE: (I) THE CONVERSION OF THE CORPORATION TO A FOR-PROFIT ENTITY OR THE MERGER OF THE CORPORATION UNLESS IT IS THE SURVIVING ENTITY, (II) VOLUNTARY DISSOLUTION OF THE CORPORATION, (III) FILING OF A VOLUNTARY PETITION FOR RELIEF UNDER ANY BANKRUPTCY LAWS OR APPOINTMENT OF A RECEIVER OR LIQUIDATOR FOR ANY PART OF THE CORPORATION'S ASSETS OR PROPERTY OR THE MAKING OF A GENERAL ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS, OR (IV) ADMISSION OF A NEW MEMBER TO THE CORPORATION; - TO APPROVE ANY CHANGE TO THE NUMBER OF DIRECTORS APPOINTED BY HH IF SUCH CHANGE RESULTS IN A DILUTION OF HH'S BOARD REPRESENTATION; - TO APPROVE CERTAIN AMENDMENTS TO THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION; - TO APPROVE CERTAIN ACQUISITIONS BY THE CORPORATION WITHIN A SPECIFIED REGION OF ANY AN EQUITY, MEMBERSHIP OR GOVERNANCE INTEREST IN OR THE RIGHT TO RECEIVE ANY DISTRIBUTIONS/FUNDS FROM ANY HOSPITAL, HEALTH SYSTEM, AMBULATORY CARE FACILITY, SKILLED NURSING FACILITY, HOME HEALTH AGENCY, HOSPICE, PHYSICIAN PRACTICE, OR OTHER HEALTHCARE PROVIDER ENTITY; - TO APPROVE CERTAIN CORPORATION BORROWINGS OR GUARANTEES; - TO APPROVE CERTAIN CHANGES TO THE AGREEMENT BETWEEN PSU AND THE CORPORATION RELATED TO THEIR ACADEMIC AFFILIATION; - TO APPROVE CERTAIN CHANGES TO THE STRATEGIC PLAN FOR THE COMMUNITY-BASED CARE DELIVERY NETWORK COMPONENT OF CORPORATION AND RELATED COMMITTEE CHARTER; - TO APPROVE CERTAIN INVESTMENTS IN EXCESS OF SPECIFIED AMOUNTS; - TO APPROVE THE ENTRY INTO CERTAIN NEW ARRANGEMENTS BETWEEN PSU AND THE CORPORATION OR CERTAIN MODIFICATIONS TO EXISTING ARRANGEMENTS BETWEEN PSU AND THE CORPORATION; - WITH CERTAIN EXCEPTIONS, TO APPROVE THE DIVESTITURE OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS OR A CONTROLLING MEMBERSHIP INTEREST IN THE CORPORATION TO AN UNAFFILIATED THIRD PARTY; AND - SUBJECT TO SECTION 2.2 AND 2.3, THE MEMBER SHALL HAVE THE RIGHT AND POWER TO GIVE SUCH APPROVALS AND TAKE SUCH OTHER ACTIONS AS ARE SPECIFICALLY RESERVED TO MEMBERS OF PENNSYLVANIA NONPROFIT CORPORATIONS UNDER THE PENNSYLVANIA NONPROFIT CORPORATION LAW. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | REVIEW OF FORM 990 BY GOVERNING BODY: THE FORM 990 IS PREPARED BY AN EXTERNAL ACCOUNTING FIRM; IT IS REVIEWED BY ACCOUNTING/FINANCE DEPARTMENT PERSONNEL AND THE CHIEF FINANCIAL OFFICER, AND THEN DISTRIBUTED TO ALL MEMBERS OF THE BOARD FOR REVIEW AND COMMENT BEFORE IT IS FILED WITH THE IRS. |
| Form 990, Part VI, Line 12c Conflict of interest policy | CONFLICT OF INTEREST POLICY: THE FILING ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST (COI) POLICIES FOR OFFICERS, DIRECTORS, AND KEY EMPLOYEES (COVERED PERSONS). PER THE POLICY, NO COVERED PERSONS MAY ENGAGE IN ANY TRANSACTION OR ARRANGEMENT OR UNDERTAKE POSITIONS WITH OTHER ORGANIZATIONS THAT INVOLVE A CONFLICT OF INTEREST, EXCEPT IN COMPLIANCE WITH THE POLICY. EVERY COVERED PERSON SHALL DISCLOSE ALL ACTUAL AND POTENTIAL CONFLICTS THROUGH AN ANNUAL ONLINE DISCLOSURE STATEMENT AND AS MATTERS INVOLVING AN ACTUAL OR POTENTIAL CONFLICT ARISE. THE BOARD WILL EVALUATE THE DISCLOSURES AND THE MATERIAL FACTS RELATING TO THE TRANSACTION OR ARRANGEMENT GIVING RISE TO THE POTENTIAL CONFLICT TO DETERMINE WHETHER THEY INVOLVE ACTUAL CONFLICTS OF INTEREST AND MAY ATTEMPT TO DEVELOP ALTERNATIVES TO REMOVE THE CONFLICT FROM THE TRANSACTION OR ARRANGEMENT. A COVERED PERSON WHO HAS AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST SHALL NOT BE PRESENT FOR OR SHALL LEAVE ANY PORTION OF A MEETING AT WHICH THE BOARD OF DIRECTORS OR A COMMITTEE IS VOTING TO DETERMINE WHETHER A CONFLICT EXISTS, BUT MAY BE PRESENT PRIOR TO THE VOTE TO MAKE PRESENTATION TO THE BOARD OR COMMITTEE TO DISCLOSE ADDITIONAL FACTS, OR TO RESPOND TO QUESTIONS. THE FILING ORGANIZATION MAY ENTER INTO A TRANSACTION OR ARRANGEMENT IN WHICH A COVERED PERSON HAS AN ACTUAL CONFLICT OF INTEREST IF A MAJORITY OF DIRECTORS WHO HAVE NO INTEREST IN THE TRANSACTION OR ARRANGEMENT APPROVE THE TRANSACTION OR ARRANGEMENT AT A BOARD OR COMMITTEE MEETING AFTER DETERMINING THAT THE TRANSACTION OR ARRANGEMENT IS FAIR AND REASONABLE TO THE CORPORATION, ANY COVERED PERSON WHO HAS A CONFLICT WITH RESPECT TO THE TRANSACTION OR ARRANGEMENT DOES NOT PARTICIPATE IN AND IS NOT PRESENT FOR THE VOTE REGARDING SUCH TRANSACTION OR ARRANGEMENT (EXCEPT THAT THE COVERED PERSON MAY APPEAR AT A MEETING TO ANSWER QUESTIONS), AND IF THE TRANSACTION OR ARRANGEMENT INVOLVES COMPENSATION OR OTHER FINANCIAL BENEFIT TO THE COVERED PERSON, THE BOARD RELIES ON APPROPRIATE COMPARABILITY DATA TO DETERMINE REASONABLENESS. THE FILING ORGANIZATION WILL DOCUMENT THE FOREGOING IN THE MINUTES OF BOARD AND COMMITTEE MEETINGS, AS APPLICABLE. EACH COVERED PERSON MUST SIGN A STATEMENT THAT AFFIRMS THAT HE OR SHE HAS RECEIVED A COPY OF THE COI POLICY, HAS READ AND UNDERSTANDS IT, AND HAS AGREED TO COMPLY WITH IT. IF THE BOARD OF DIRECTORS HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE BOARD MAY COUNSEL THE COVERED PERSON REGARDING SUCH FAILURE AND, IF THE ISSUE IS NOT RESOLVED TO THE BOARD'S SATISFACTION, MAY CONSIDER ADDITIONAL CORRECTIVE ACTION, INCLUDING REMOVAL FROM THE BOARD OF DIRECTORS OR OTHER POSITION WITH THE FILING ORGANIZATION, AS APPROPRIATE. |
| Form 990, Part VI, Line 19 Required documents available to the public | REQUIRED DOCUMENTS AVAILABLE TO THE PUBLIC: THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE PENNSYLVANIA STATE UNIVERSITY AND ITS SUBSIDIARIES (WHICH INCLUDES PENN STATE HEALTH AND ITS AFFILIATES) ARE AVAILABLE AT WWW.PSU.EDU. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | OTHER REVENUES - Total Revenue: 69840, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 69840; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances | OTHER CHANGES IN NET ASSETS - -6382; CHANGES TO NET ASSETS WITHOUT DONOR RESTRICTIONS - 6000; TRANSFERS TO THE PENN STATE COLLEGE OF MEDICINE - -80107920; TRANSFERS BETWEEN AFFILIATES - -21890294; Total - -XXX-XX-XXXX; |
| Software ID: | 24020961 |
| Software Version: | 2024v5.1 |