The Washington Hospital

“The hospital's board of trustees is made up of highly respected leaders in the community. Board members are selected and voted on by the entire board. The hospital does not compensate or select board members. The hospital has a conflict of interest policy and queries board members, officers and key employees each year about any business or family relationships. There have been no family relationships reported. Although not classified as business relationships for this purpose, normal arms length business transactions do exist between some board members. The business transactions are generally irrelevant and immaterial to the operations of the hospital. The hospital does not receive any benefits from the relationships that exist among board members nor does it influence the relationships in any way.”

“As part of its June 1, 2024 affiliation with UPMC, UPMC Washington's Articles of Incorporation were amended to substitute UPMC, a Section 501(c)(3) organization that servers as the parent organization of a nonprofit academic medical center and integrated healthcare delivery system, as its sole member. See the Amended and Restated Articles of Incorporation attached to this return.”

“As UPMC Washington's sole member, UPMC has the power to appoint one-third of UPMC Washington's board of directors and to approve significant decisions of UPMC Washington's board of directors.”

“As UPMC Washington's sole member, UPMC has the power to appoint one-third of UPMC Washington's board of directors and to approve significant decisions of UPMC Washington's board of directors, including decisions related to (i) operating and capital budgets, (ii) new , or material changes to any existing, affiliations or contractual arrangements, (iii) strategic plans, (iv) new physician contract providing for any exclusive privileges, (v) new, or material changes to existing, joint venture arrangements, (vi) the retention, termination and replacement of the chief executive officer of UPMC Washington, (vii) any management arrangements with an unrelated third-party, (viii) any material changes to programs and services, (ix) changes in corporate and staffing structures, (x) the sale, lease, transfer, license exchange or joint venture or other disposition involving significant product lines, (xi) the determination that UPMC Washington will no longer be licensed or operated as currently licensed or operated, (xii) any amendment of UPMC Washington's articles of incorporation, and (xiii) the sale of any real estate.”

“As UPMC Washington's sole member, UPMC has the power to appoint one-third of UPMC Washington's board of directors and to approve significant decisions of UPMC Washington's board of directors, including decisions related to (i) operating and capital budgets, (ii) new , or material changes to any existing, affiliations or contractual arrangements, (iii) strategic plans, (iv) new physician contract providing for any exclusive privileges, (v) new, or material changes to existing, joint venture arrangements, (vi) the retention, termination and replacement of the chief executive officer of UPMC Washington, (vii) any management arrangements with an unrelated third-party, (viii) any material changes to programs and services, (ix) changes in corporate and staffing structures, (x) the sale, lease, transfer, license exchange or joint venture or other disposition involving significant product lines, (xi) the determination that UPMC Washington will no longer be licensed or operated as currently licensed or operated, (xii) any amendment of UPMC Washington's articles of incorporation, and (xiii) the sale of any real estate.”

“Prior to being filed, the form 990 is reviewed by the members of the finance committee as designated by the entire board of trustees. The finance committee meets with hospital management and reviews the content of the form 990. After filing of the form 990, the finance committee reports the review and any notable items from the review to the full board of trustees.”

“The hospital's conflict of interest policy is monitored primarily by hospital management. Each year a conflict of interest statement must be completed by all board of trustee members as well as certain key management employees of the hospital. The questionnaire is distributed by hospital management and all responses must be received. If necessary, the assistance of the board chairperson is sought to obtain all responses. The responses are initially reviewed by hospital management. Any exceptions or potential conflicts are reviewed by the ceo and board chairperson. Any necessary action is determined by the chairperson and addressed at the board level. Great care is taken by the board chairperson to ensure that an independent board is in place. In the event that a conflict exists, that person is prohibited from participating in any related decision making on that issue.”

“The executive compensation committee determines the compensation of the executives. An independent consultant's review of executive salaries is the primary tool used to make their determination (the most recent consulting review was in mar 2024). The results of management's survey and comparison data will also be taken into consideration. All activities of the executive compensation committee are reported to the board of trustees.”

“The board of trustees elects a personnel committee to handle compensation, benefits and employee related issues related to the hospital. The general compensation process for all employees starts with hospital management compiling survey and comparison information and making recommendations for salary adjustments to the personnel committee. The personnel committee reviews that information annually, has discussions with hospital management and ultimately approves or denies the recommendations for salary adjustments.”

“The hospital makes form 990 and 990-t available to the public by request. The governing documents, conflict of interest policy and financial statements are not routinely available to the public.”

“All Other Revenue - Total Revenue: 709754, Related or Exempt Function Revenue: 598519, Unrelated Business Revenue: 111235, Revenue Excluded from Tax Under Sections 512, 513, or 514: 0;”

“Miscellaneous - Total Revenue: 277977, Related or Exempt Function Revenue: 197965, Unrelated Business Revenue: 80012, Revenue Excluded from Tax Under Sections 512, 513, or 514: 0;”

“As part of its June 1, 2024 affiliation with UPMC, Washington Health Care Services, Inc., formerly the sole member of UPMC Washington and the parent company of Washington Health System, was legally merged into UPMC Washington. Therefore, all activities formerly conducted by Washington Health System that have not been assumed by UPMC as part of the affiliation have been assumed by UPMC Washington.”

“(Expenses $ 23,692,001 including grants of $ 36,634)(Revenue $ 50,146,531) OTHER PROGRAM SERVICES INCLUDE A MULTITUDE OF ACTIVITIES PERFORMED BY THE HOSPITAL TO DO BUSINESS IN THE COMMUNITY AND PROVIDE VALUABLE COMMUNITY BENEFITS. ACTIVITIES IN THIS CATEGORY INCLUDE, BUT ARE NOT LIMITED TO, A TEENAGE ABSTINENCE EDUCATION PROGRAM, A FAMILY PRACTICE RESIDENCY PROGRAM, A SCHOOL OF NURSING, A SCHOOL FOR X-RAY TECHNICIANS, HOSPICE SERVICES, CERTAIN EMERGENCY DEPARTMENT SERVICES, OPERATION OF A WELLNESS CENTER, RENTAL ACTIVITIES, AND OPERATION OF AN EMPLOYEE CAFETERIA.”

“Information System Fees & Contracts - Total Expense: 7115070, Program Service Expense: 5832223, Management and General Expenses: 1282847, Fundraising Expenses: 0; Wellness Center Fees & Costs - Total Expense: 2521573, Program Service Expense: 2066933, Management and General Expenses: 454640, Fundraising Expenses: 0; Lab Fees & Services - Total Expense: 2246812, Program Service Expense: 2246812, Management and General Expenses: 0, Fundraising Expenses: 0; Anesthesia Fees & Services - Total Expense: 3355432, Program Service Expense: 3355432, Management and General Expenses: 0, Fundraising Expenses: 0; Service Contracts - Total Expense: 7065321, Program Service Expense: 5791444, Management and General Expenses: 1273877, Fundraising Expenses: 0; Other - Total Expense: 11260793, Program Service Expense: 8220387, Management and General Expenses: 3040406, Fundraising Expenses: 0;”

“Transfers to Affiliates - -15031979; Net Assets Released From Restriction - -438839; Transfer to UPMC / Foundation - 12826309; Net Restricted Contributions - 1020492; Auxiliary Loss - 28446;”

“Due to the merger with upmc, the audited financial statements were completed for the 11 months ending 05/31/24 instead of the full fiscal year ending 06/30/24.”

“As part of its June 1, 2024 affiliation with UPMC, UPMC assumed legal responsibility for UPMC Washington tax-exempt bond issues that were previously reported on the Schedule K included with UPMC Washington's Form 990. As such, these tax-exempt bond issues are reported on the Schedule K included with UPMC's Form 990 filed for the June 30, 2024 tax year rather than on UPMC Washington's.”