Upmc Group

“SECTION A: GOVERNING BODY AND MANAGEMENT QUESTION 1: The total number of voting board members and total number of independent board members represent a composite of all of the required UPMC Group subordinates. However, these numbers do not include ex-officio or other board members who are not entitled to vote on board matters or members of boards that are advisory in nature and subject to the authority of the UPMC parent board for material board decisions. Although the composite numbers for the UPMC Group do not reflect majority board independence, all of these boards are ultimately subordinate to the UPMC parent board. THE UPMC PARENT BOARD HAS A MAJORITY OF MEMBERS THAT ARE INDEPENDENT (92%). Please see the UPMC parent Form 990 for more information. Question 2: 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 the Form 990. Question 6: MOST OF THE UPMC GROUP ENTITIES HAVE A SOLE MEMBER, WHICH IS UPMC PARENT. A SMALL NUMBER OF GROUP ENTITIES HAVE MORE THAN ONE MEMBER. IN ALL CASES, THE MEMBERS ARE EXEMPT ORGANIZATIONS. ULTIMATELY THE GROUP ENTITIES AND THEIR RESPECTIVE MEMBERS (IF THE MEMBER(S) ARE NOT UPMC PARENT) ARE CONTROLLED BY UPMC PARENT. Question 7A and B: IN THE CASE OF MOST OF THE UPMC GROUP ENTITIES, THE MEMBER(S) APPOINT A SIGNIFICANT PORTION OF THE ENTITIES' BOARDS OF DIRECTORS (IF NOT THE ENTIRE BOARD). IN THE CASE OF MOST OF THE GROUP ENTITIES, THE MEMBER(S) ALSO HAVE THE RIGHT TO INITIATE, APPROVE OR OVERTURN ACTIONS OF THE ENTITIES' BOARDS. IN ADDITION, THE MEMBERS' ACTIONS, IF THE MEMBER(S) IS NOT UPMC PARENT, IS IN MOST CASES SUBJECT TO THE OVERALL AUTHORITY OF THE UPMC PARENT BOARD.”

“SECTION B: POLICIES Question 11a & b: UPMC is the parent organization of the filing entity, group, and has, with respect to most entities in the group, the discretion and authority to initiate or veto actions taken by group member governing bodies. With respect to the remaining members, UPMC's authority is limited slightly but still significant, encompassing major matters including financial and tax matters. The completed group Form 990 was reviewed by the UPMC Chief Financial Officer, members of the Corporate Tax Department, members of the Corporate Legal Department, and other members of UPMC's management prior to its filing. Various sections of the 990 were also reviewed by the Chief Executive Officer of UPMC and committees of UPMC'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 UPMC Board, Executive Compensation Committee, Ethics and Compliance Committee, Finance Committee and Audit Committee, which reviewed the entire completed Form 990. 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 UPMC 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. Question 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 people are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific UPMC activity, the corporate compliance department, with the assistance of the legal department, 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. Question 15a and b: To support UPMC's mission and as set forth in the UPMC Bylaws, the Board of Directors has formed an Executive Compensation Committee ("Committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the Committee reports regularly to the Board of Directors. With Board of Directors approval, the Committee has ad”

“SECTION C: DISCLOSURE Question 19: UPMC's Public Website (www.upmc.com) makes its financial results, conflict of interest process, and various information about the governance and oversight available to the public. ADDITIONAL INFORMATION MAY BE SUPPLIED UPON SPECIFIC REQUEST FOR DATA NOT POSTED TO THE WEB SITE.”

“HIGHEST COMPENSATED EMPLOYEES AND INDEPENDENT CONTRACTORS Pursuant to Treasury regulation Section 1.6033-2(D)(5) The sponsoring entity of UPMC Group, UPMC, has elected to report information about contributions, gifts, grants and similar amounts received; information about officers, directors, trustees, and key employees; certain other highly paid employees; certain professional contractors; and certain other contractors on a consolidated basis along with all members of the group in the UPMC Group return. THE COMPENSATION AMOUNTS LISTED REPRESENT THE FULL AND COMPLETE COMPENSATION PACKAGES PAID TO THE INDIVIDUALS FOR PERFORMING THEIR ASSIGNED DUTIES AT UPMC. A PORTION OF THE COMPENSATION DISCLOSED MAY RELATE TO EARNED AND PREVIOUSLY REPORTED DEFERRED COMPENSATION. A PORTION OF THE BENEFITS DISCLOSED MAY RELATE TO EARNED BUT UNPAID DEFERRED COMPENSATION. ALL SALARIES AND BENEFITS REPORTED ARE BASED ON INDIVIDUALS' OPERATIONAL POSITIONS AND ARE NOT FOR SERVICES PERFORMED AS DIRECTORS OR BOARD MEMBERS. BOARD POSITIONS ARE ALL VOLUNTEER AND UNPAID. PART VII OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEES INDIVIDUALS THAT HOLD REPORTING POSITIONS WITH MORE THAN ONE ORGANIZATION ARE LISTED SEPARATELY IN PART VII WITH REGARD TO EACH ENTITY. INDIVIDUALS ARE COMPENSATED FOR OPERATIONAL ROLES ONLY, NOT FOR DUTIES PERFORMED AS DIRECTORS OR BOARD MEMBERS. COMPENSATION DISCLOSED FOR PERSONS WHOSE ROLE IS LISTED AS BOARD MEMBER IS COMPENSATION FROM THE SAME OR RELATED ORGANIZATION FOR AN OPERATIONAL ROLE AND NOT FOR THE DISCLOSED PERSON'S ROLE AS A BOARD MEMBER. ALL BOARD POSITIONS FOR ALL GROUP ENTITIES ARE VOLUNTARY AND UNPAID. The total hours disclosed in Part VII relates to the position for which the person is disclosed except in the case where the person is also employed by the same distinct entity. In such case, the hours reflect average hours spent in their operational role. For purposes of disclosure average hours per week for a full time person is listed as 40 hours, however, in almost all cases, this is a conservative estimate and most work hours in excess of 40 per week.”

“PART 1, LINE 5 AND PART V LINE 2A THE TOTAL NUMBER OF INDIVIDUALS EMPLOYED IN CALENDAR YEAR 2014 OF 60,600 IS REPRESENTATIVE OF THE SUM OF ALL INDIVIDUALS EMPLOYED BY EACH OF THE 42 SEPARATE AND DISTINCT LEGAL ENTITIES THAT ARE SUBSIDIARIES OF UPMC AND ARE INCLUDED IN THE GROUP RETURN. PART I, LINE 8 CONTRIBUTIONS, GRANTS AND SIMILAR AMOUNTS RECEIVED: Pursuant to Treasury regulation Section 1.6033-2(D)(5) the sponsoring entity of UPMC Group, UPMC, has elected to report information about contributions, grants and similar amounts received; information about officers, directors, trustees, and key employees; certain other highly paid employees; certain independent contractors on a consolidated basis along with all members of the UPMC Group return.”

“UPMC Group - EIN 20-8295721 UPMC Group reflects the composite information and operations of forty two (42) tax exempt entities, including 12 hospital entities, 10 physician service entities, 3 skilled nursing facilities, and 17 other ancillary service and support entities from within the UPMC (University of Pittsburgh Medical Center) integrated healthcare delivery system (IHDS). This delivery system is comprised of premier healthcare providers in the areas of acute inpatient hospitals, cancer treatment facilities, physician services, skilled nursing facilities and other ancillary healthcare support services that patients may need. During the fiscal year ended June 30, 2015, the entities within UPMC Group admitted 190,508 inpatients, recorded 1,118,778 inpatient days, 634,175 emergency room visits, 169,472 surgeries, and 626 transplants. They provided charity care and other uncompensated care, including Medicaid and Medicare shortfalls, at cost, of approximately $616,000,000. UPMC Group members provided services to the community through charitable donations, subsidized programs, outreach programs, screenings, educational classes, and volunteer services at a cost of over $177,000,000. UPMC Group also provided funding for research and health professions education in excess of $337,000,000. The twelve hospitals that are part of UPMC Group are UPMC Presbyterian Shadyside, Children's Hospital of Pittsburgh of UPMC, Magee-Womens Hospital of UPMC, UPMC Mercy, UPMC St. Margaret, UPMC Passavant, UPMC Horizon, UPMC Northwest, UPMC McKeesport, UPMC Bedford, UPMC East, and UPMC Hamot. UPMC Presbyterian Shadyside (UPMC Presbyterian) is the academic hub of UPMC's inpatient provider services, and is the region's largest inpatient acute care hospital. The mission of UPMC Presbyterian Shadyside is to provide premier programs in patient care, biomedical and health services research, and teaching that will contribute to the prevention, diagnosis, and treatment of human disease and disability, regardless of patients' ability to pay. The facilities that are a part of the UPMC Presbyterian Shadyside campuses are UPMC Presbyterian, UPMC Shadyside, Western Psychiatric Institute and Clinic (WPIC), UPMC Montefiore, Eye and Ear Institute, and the Hillman Cancer Center. UPMC Presbyterian has leading programs in organ transplantation, oncology, cardiology and cardiothoracic surgery, critical care medicine and trauma services, neurosurgery, orthopedics, ophthalmology, and behavioral health, as well as other medical specialties. UPMC Presbyterian (including UPMC Montefiore) is a 792-bed teaching hospital that has been providing health care since 1893. UPMC Shadyside is a 520-bed tertiary hospital that has been serving the residents of Pittsburgh and the tri-state area since 1866 and is a Magnet(TM) designated hospital. Magnet status is one of the highest achievements a hospital can obtain in professional nursing, and demonstrates nursing excellence, a commitment to quality patient care, and a healthy work environment. Western Psychiatric Institute and Clinic is a 310-inpatient-bed facility that is a national leader in the treatment of mental health and addictive disorders. UPMC Presbyterian Shadyside provided charity care and other uncompensated care, including Medicaid and Medicare shortfalls, at a cost of approximately $254,000,000. UPMC Presbyterian Shadyside is actively involved in sponsoring many programs for patients, children, teens, seniors, and the community as a whole and provides the services to the community through charitable donations, subsidized programs, outreach programs, referral centers, screenings, educational classes, and mentorships, which are targeted at patients, patients' families, and the community at large, at an estimated cost of $51,000,000. UPMC Presbyterian Shadyside funded research and health professions education at an estimated cost of $138,000,000. UPMC Presbyterian reached the community through many educational presentatio”

“UPP includes 2,348 academic physicians and allied health care providers. The physicians' specialties include: anesthesiology, critical care medicine, cardiovascular services, urology, physical medicine and rehabilitation, emergency medicine, family medicine, pathology, psychiatry, radiology, radiation oncology, internal medicine, orthopaedics, neurology, neurosurgery, pediatrics, obstetrics and gynecology, surgery, dermatology, ophthalmology, otolaryngology, and heart, lung and esophageal surgery, as well as sub specialties within each of these broad categories. UPP physicians are also members of the faculty of the University of Pittsburgh's School of Medicine. As faculty, they educate medical students and doctors in training. In addition to clinical patient care and resident education, many UPP physicians are involved in cutting-edge medical research. One of the primary exempt purposes and missions of UPP is to provide quality and accessible medical care to the public, without regard for a patient's ability to pay. This commitment is evidenced by the fact that UPP provided charity care and other uncompensated care, at a cost of over $29,000,000 in the fiscal year ended June 30, 2015. UPP serves to enhance the quality health care services of all of the tertiary and advanced care entities, as well as academic subsidiaries and affiliates of UPMC. As part of this mission, UPP also serves the community by providing free services and programs. Throughout the year UPP offered lipid, blood pressure, and BMI screenings, and provided educational information on bariatric surgery, nutrition, cancer, and obesity. The homeless, working poor, transiently housed, and uninsured are provided health care services at no charge through the Program for Health Care to Underserved Populations. This includes volunteer-staffed basic care clinics that offer services that include general primary care, acute care, chronic disease management, specialty care, and behavioral health services, as well as free pharmaceuticals/pharmaceutical assistance programs and health education. These clinics are staffed by volunteer physicians and pharmacists. In total, UPP provided community service programs and donations of $1,500,000 and funded approximately $87,000,000 in medical education and research in the fiscal year ended June 30, 2015. It is the mission of UPMC Community Medicine, Inc. (CMI) to provide high-quality and accessible patient care through primary care physicians and other physician/medical specialties at UPMC and its affiliated hospitals and health care entities. The creation of CMI as a multi-specialty physician/practice plan has made obtaining medical care easier, more efficient, and more effective for patients. The vast array of medical physicians and specialists are easily and readily accessible to virtually all patients within CMI's service areas which include western Pennsylvania and the tri-state area. The physicians' specialties available within CMI include: family medicine, internal medicine, geriatrics, orthopaedics, neurosurgery, pediatrics, obstetrics/gynecology, surgery, ophthalmology, neurology, rheumatology, endocrinology, and pulmonology. One of the primary missions of CMI is to provide accessible, quality medical care to the public, without regard for a patient's ability to pay. This commitment is evidenced by the fact that CMI provided charity care or other uncompensated care and community services, at a cost of $3,900,000 in the fiscal year ended June 30, 2015. CMI also serves to enhance the quality of health care services provided by the hospitals and other healthcare subsidiaries and affiliates of UPMC. CMI provides charitable contributions and subsidized health services to the community at a cost of over $61,000,000. As a part of its mission, CMI physicians and staff provide services to the community through various programs which are targeted to patients, patients' families, and the community at large in an effort to educate and”

“Question 12: An external audit is completed at a consolidated UPMC system level only, including UPMC and all subsidiaries.”

“Net Transfers to Exempt Parent -113,775,790 Net Restricted/SPF Activity 6,072,920 Other Increases/Decreases in Fund Balance 489,300 Partnership/JV Investments -16,833,477 Currency Adjustments -3,864,335 Change in Beneficial Interest -6,415,329 Transfers to Exempt Affiliates -5,520,891 Addition of Group Members 26,198,982 TOTAL -113,648,620”

“QUESTION 2C An external audit is completed at a consolidated UPMC system level only, including UPMC and all taxable and tax-exempt subsidiaries. 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.”