Susquehanna Health System

“Section a: governing body and management question 6: upmc susquehanna has one sole member, the exempt entity upmc susquehanna.”

“Section b: policies question 11 b - the board of directors members of the filing entity have been provided a copy of the form 990 prior to filing.”

“Section b: policies question 15 - to support upmc's mission 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 employment 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.”

“Section c: disclosure question 19 form 990 is available to the public upon request. Other governing documents, conflicts of interest policy and financial statements may be made available to the public upon request.”

“The mission of upmc susquehanna and affiliates is to serve our community by providing outstanding patient care and shaping tomorrow's health care through clinical and technological innovation, research, and education.”

“Upmc susquehanna is organized and operated to coordinate the activites of the exempt 501(c)(3) supported organizations as they pursue their charitable, educational, benevolent, and other purposes related to health care, health education and training, health facilites, and scientific research and health. The supported organizations include: the williamsport hospital, divine providence hospital of the sisters of christian charity, muncy valley hospital,susquehanna physician services, and soldiers and sailors memorial hospital. Upmc susquehanna also is operated to establish, sponsor, and develop, directly or indirectly, facilities and programs for the accommodation, care and treatment of individuals suffering from illness, injury, disease, disability or infirmity, including but not limited to hospitals, nursing homes, residential facilities for the elderly, life care centers, ambulatory medical treatment facilities, clinics, rehabilitation centers, alcoholism treatment centers, home health programs, mental health centers, hospice programs, pharmacies, laboratories, and training and research facilities as are performed and carried out by upmc susquehanna's supported organizations.”

“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 included upmc board members, board committee members, corporate officers, key employees, upmc physicians and non physicians employees who hold a position of influence,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 members, 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.”

“Purchasing accounting adjustments (20,362,981) transfer to exempt parent (67,593,282) change in pension liability (404,933) other (2,545,593) total (90,906,789)”

“Question 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 organizations is part of, 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 31,2019.”