Upmc

“SECTION A, LINE 1,2,7 SECTION B, LINE 11, 12C SECTION A, LINE 1 Although the UPMC board of directors is independent in fact, the Form 990 requires certain board member to be reported as not independent for the purposes of the Form 990. Generally, this is due to the board members affiliation with companies that provide services to UPMC on the same terms as those offered to the general public or to compensation paid by the University of Pittsburgh, another Section 501(c)(3) organization that UPMC supports, for operational roles. SECTION A, LINE 2 DID ANY OFFICER, TRUSTEE, OR KEY EMPLOYEE HAVE A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE? FOR PURPOSES OF PART VI, LINE 2, UPMC HAS OBTAINED AND REPORTED RELEVANT INFORMATION FROM INTERESTED PERSONS INCLUDING DIRECTORS, OFFICERS, AND KEY EMPLOYEES OF UPMC AND OFFICERS AND KEY EMPLOYEES OF ALL GROUP SUBORDINATES, AND DIRECTORS OF GROUP SUBORDINATE ENTITIES WITH DECISION-MAKING BOARD AUTHORITY THAT IS INDEPENDENT FROM THAT OF UPMC PARENT. 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 FORM 990. THE FOLLOWING UPMC OFFICERS, DIRECTORS, TRUSTEES, AND/OR KEY EMPLOYEES HAVE BUSINESS RELATIONSHIPS, AS REQUIRED TO BE DISCLOSED BY FORM 990 PART VI, SECTION A, LINE 2, BY VIRTUE OF THE FACT THAT THEY ARE ALSO OFFICERS, DIRECTORS, TRUSTEES, OR KEY EMPLOYEES OF OTHER UNRELATED TAXABLE ORGANIZATIONS. BOD MEMBER/OFFICER/KEY EMPLOYEE: MCCRADY RELATIONSHIP: BUSINESS ASSOCIATED PERSON: HAMILTON BOD MEMBER/OFFICER/KEY EMPLOYEE: HAMILTON RELATIONSHIP: BUSINESS ASSOCIATED PERSON: MCCRADY BOD MEMBER/OFFICER/KEY EMPLOYEE: LASKOW RELATIONSHIP: BUSINESS ASSOCIATED PERSON: BECKWITH BOD MEMBER/OFFICER/KEY EMPLOYEE: BECKWITH RELATIONSHIP: BUSINESS ASSOCIATED PERSON: LASKOW SECTION A, LINE 7 UPMC DOES NOT HAVE MEMBERS OR STOCKHOLDERS. THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH SHALL APPOINT DIRECTORS (UNIVERSITY DIRECTORS) EXERCISING ONE-THIRD OF THE TOTAL NUMBER OF VOTES REPRESENTED ON THE BOARD. THOSE DIRECTORS WHO ARE NOT UNIVERSITY DIRECTORS SHALL BE COMMUNITY DIRECTORS EXERCISING THE REMAINING VOTES REPRESENTED ON THE BOARD. CERTAIN COMMUNITY DIRECTORS SHALL BE APPOINTED IN ACCORDANCE WITH CONTRACTUAL COMMITMENTS WITH HOSPITALS OR HOSPITAL-RELATED ENTITIES OR CONSTITUENCIES APPROVED BY THE CORPORATION, AND THE BALANCE OF SUCH COMMUNITY DIRECTORS SHALL BE NOMINATED BY THE GOVERANCE AND NOMINATING COMMITTEE AND ELECTED BY THE BOARD. NO GOVERANCE DECISIONS OF UPMC ARE RESERVED TO OR SUBJECT TO APPROVAL BY MEMBERS, STOCKHOLDER OR PERSONS OTHER THAN THE BOARD OF DIRECTORS. SECTION B, LINE 11 The completed Form 990 was reviewed by the Chief Financial Officer, members of the Corporate Tax Department, members of the Corporate Legal Department, and other members of UPMC management prior to its filing. Various sections of the 990 were also reviewed by the Chief Executive Officer and committees of the filing organization'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 Board, Executive Compensation Committee, Ethics and Compliance Committee, Finance Committee and Audit Committee, which reviewed the entire completed Form 990 prior to filing. 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 Board of Directors was notified that the completed Form 990 was available for review on the Board's secure websi”

“Section B, Line 15a and b: As a system-wide practice, 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 includes 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 Code, 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, other SEC regulations, 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 B, LINE 16A AND B: UPMC has a formal written policy pertaining to joint ventures between UPMC Tax-Exempt entities and taxable entities. The policy employs an internal procedure for review of all transactions involving potenti”

“SECTION A AND SECTION B SECTION A Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report compensation and Schedule J other information about officers, directors, trustees, key employees and certain other highly paid employees on a consolidated basis for all of the members of the UPMC Group, including this parent organization which is the sponsor or central organization of the Group, on the return of UPMC Group, EIN 20-8295721. SECTION B Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report certain professional contractors and certain other contractors on a consolidated basis for all of the members of the UPMC Group, including this parent organization which is the sponsor or central organization of the Group, on the return of UPMC Group, EIN 20-8295721.”

“Line 1 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants received on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721.”

“UPMC is the parent organization of a large integrated healthcare delivery system consisting of controlled subsidiaries within the meaning of Section 6033(h). UPMC'S primary mission is the ongoing support of all subsidiaries in order to assist them in accomplishing their exempt educational, healthcare, and research missions. Line 8 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants received on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721.”

“UPMC Health System (UPMC), a world-renowned health care provider and insurer, is inventing new models of patient-centered, cost-effective, accountable care. UPMC is the parent organization of the UPMC system. With a central mission of providing outstanding, accessible patient care, UPMC is shaping tomorrows health care through clinical and technological innovation, research, and education. As the largest non-governmental employer in the Commonwealth of Pennsylvania - with 87,000 employees within its various controlled health care entities - UPMC encompasses 40 hospitals and 700 doctors offices and outpatient sites, physician offices, and retirement and long-term care facilities. By integrating its health care services with a major insurance division focused on promoting the health of its members, UPMC has advanced the quality and efficiency of health care, and developed internationally renowned programs in transplantation, cancer, neurosurgery, psychiatry, orthopaedics, and sports medicine, among others. These highly specialized services draw patients from across the nation and around the world. Closely affiliated with its academic partner, the University of Pittsburgh, UPMCs flagship hospital, UPMC Presbyterian Shadyside, regularly ranks as one of Americas Best Hospitals in U.S. News & World Reports prestigious annual listing. UPMCs largest operating component is its Health Services Division, encompassing a comprehensive array of clinical capabilities. This division includes academic, community, and regional hospitals; pre- and post-acute care capabilities; specialty service lines, such as transplantation services, womens health, behavioral health, pediatrics, cancer care, and rehabilitation services; contract services, such as emergency medicine, pharmacy, and laboratory; and 4,900 employed physicians with associated practices. UPMCs organ transplant center is one of the largest and busiest in the world, performing more than 20,000 transplants since 1981. The UPMC Hillman Cancer Center network is also one of the largest in the United States, with more than 60 centers in Pennsylvania and Ohio and more than 2,000 physicians, researchers, and staff. UPMCs expertise in transplantation and oncology is key to the globalization efforts being undertaken through its International Division, which promotes the exchange of scientific knowledge worldwide, while generating revenue that is reinvested locally. In managing its global health enterprise, UPMC has taken a leadership role in good corporate governance practices - voluntarily achieving Sarbanes-Oxley certification for thirteen years in a row, publicly releasing quarterly financial results within 60 days of each quarters close, and creating one of the most stringent industry relationship policies to ensure that pharmaceutical and medical device companies do not negatively influence patient care. These business practices set the stage for decision making that is good for UPMC and the communities it serves. High-Quality, Patient-Focused Care By leveraging resources and expertise across its global network, UPMC has achieved significant gains in the delivery of high-quality, patient-focused care. The Wolff Center at UPMC coordinates and connects quality, safety, patient care and improvement efforts. It partners with colleagues across UPMC to improve health care delivery for patients and members, and supports the transformation and improvement of patient care delivery and outcomes through the dissemination of best strategies. The Wolff Centers expertise also includes enterprise wide data quality and analytics, patient experience measurement, infection prevention, regulatory support, quality improvement training, emergency preparedness, patient education and communication, and quality oversight. System-wide quality initiatives in fiscal year 2018 included implementation of over 100 individual projects across the system to support local and system improvements including infection preventi”

“Caring for the Community In fiscal year 2018, UPMC spent $395 million to provide financial assistance to patients of limited financial means. UPMCs financial assistance program has been designed to be easily accessible and user-friendly to patients in need. UPMC operates pursuant to an expansive financial assistance policy that extends free or discounted health services to uninsured and underinsured individuals and families earning up to 400 percent of the federal poverty level - as much as $100,400 for a family of four in 2018. An external study found this to constitute a best practice among hospital organizations. Additionally, in fiscal year 2018, UPMC spent $517 million to cover payment shortfalls for those enrolled in Medicare. UPMC annually provides or contributes to more than 3,000 community health improvement programs and subsidized services. Many of these programs target the unmet needs of vulnerable populations, addressing chronic health problems such as diabetes, heart disease, and cancer, as well as social issues such as opioid addiction, teen pregnancy, violence against women, and elderly living alone. The cost of these services, along with charitable initiatives and donations that benefit the community, amounted to $343 million in fiscal year 2018. UPMCs contributions to Pennsylvania go far beyond its traditional role as the regions largest provider of health care. A catalyst for economic improvement, UPMC is helping to develop a brighter future for the region; a future built on medicine, research, and technology. An in-depth report on UPMCs comprehensive community benefits is available on its website: UPMC.com.”

“Line 2 - Contributions and grants: Pursuant to Treasury Regulation Section 1.6033-2(d)(5), UPMC has elected to report information related to its contributions and grants on a consolidated basis for all of the members of the UPMC Group, including this parent organization, on the return of UPMC Group, EIN 20-8295721. LINE 12 - AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED UPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALL TAXABLE AND TAX EXEMPT SUBSIDIARIES.”

“Line 9 other changes in net assets or fund balances net transfers from exempt subsidiaries (1,980,426,112) pensions and post retirement benefits 80,695,004 investment in affiliate 2,927,231 change in investment account method 219,054,798 endowments (2,927,231) captives dividend payment 40,000,000 other changes to fund balance (2,014,173) total other changes in net assets or fund balances (1,642,690,483)”

“Question 2b an external audit is completed at a consolidated system level only, including upmc and all taxable and tax-exempt subsidiaries, on a calendar year basis.”