2024-05-10T19:11:27-05:00 2023-06-30 366055558 GRANT THORNTON LLP 2001 MARKET STREET SUITE 700 PHILADELPHIA PA 19103 990 2022-07-01 251766971 SPIRIT PHYSICIAN SERVICES INC SPIR 7177632100 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 TRACY L MOYER VP FINANCIAL SERVICES 7177632100 2024-05-10 1 TRACY MOYER 999009999 1 RUSSLEE ARMSTRONG P00288383 2155614200 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X STEVE MASSINI 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 19520640 0 X WWW.PENNSTATEHEALTH.ORG X 1995 PA TO SUPPORT PENN STATE HEALTH HOLY SPIRIT MEDICAL CENTER'S MISSION AS A COMMUNITY HEALTH SYSTEM. X 4 1 0 1 0 0 0 0 81089742 19046478 0 0 2779145 474162 83868887 19520640 0 0 0 0 110227081 34207598 0 0 0 29041319 8997369 139268400 43204967 -55399513 -23684327 35665527 0 122080279 0 -86414752 0 X SPIRIT PHYSICIAN SERVICES, INC. SUPPORTS PENN STATE HEALTH HOLY SPIRIT MEDICAL CENTER'S MISSION AS A COMMUNITY HEALTH SYSTEM. 0 0 34750311 19508918 JUNE 30, 2023 SPIRIT PHYSICIANS SERVICES, INC. (SPSI) MERGED WITH AND INTO PENN STATE HEALTH COMMUNITY MEDICAL GROUP, LLC (CMG) AND SPSI CEASED EXISTENCE AS A SEPARATE ENTITY. CMG IS THE SURVIVING ENTITY OF THE MERGER. SPIRIT PHYSICIAN SERVICES, INC'S. FAMILY HEALTH CENTERS OFFER PREVENTATIVE DIAGNOSTIC AND THERAPEUTIC MEDICAL SERVICES ON AN OUTPATIENT BASIS. THE FAMILY HEALTH CENTERS PROVIDE AN OUTREACH TO COMMUNITY RESIDENTS WITH MEDICAL CONDITIONS WHICH, IF NOT PROPERLY TREATED IN AN OUTPATIENT SETTING, MIGHT ULTIMATELY REQUIRE MORE EXPENSIVE AND CRITICAL INPATIENT CARE. THUS, THE CLINICS REDUCE HOSPITAL ADMISSIONS, DAYS OF STAY AND SURGICAL RATES. PENN STATE HEALTH HOLY SPIRIT MEDICAL CENTER OB/GYN OFFERS FREE INTRODUCTORY SESSIONS TO THE CREIGHTON MODEL FERTILITY CARETM SYSTEM AND NAPROTECHNOLOGY. THIS IS A FULLY INTEGRATED APPROACH TO WOMEN'S HEALTH THAT IS COMPLETELY PRO-LIFE IN ITS OUTLOOK AND THE TECHNIQUES IT EMPLOYS. IT IS PARTICULARLY USEFUL FOR EVALUATING AND TREATING INFERTILITY, RECURRENT PREGNANCY LOSS, ENDOMETRIOSIS, IRREGULAR PERIODS, PMS, OVARIAN CYSTS, AND POLYCYSTIC OVARY SYNDROME, AS WELL AS FOR FAMILY PLANNING.CVSI IS A GROUP OF CARDIOVASCULAR HEART SURGEONS. THIS GROUP USES ROBOTICS DURING SPECIFIC SURGERIES.GENERAL SURGERY IS A GROUP OF GENERAL SURGEONS. THIS GROUP PERFORMS A LARGE ASSORTMENT OF GENERAL SURGERY AND TRAUMA SURGERY PROCEDURES.ORTHOPEDIC PRACTICE IS A GROUP OF ORTHOPEDIC PHYSICIANS. THIS GROUP PERFORMS A LARGE ASSORTMENT OF OFFICE PROCEDURES, ORTHOPEDIC SURGERY, AND TRAUMA SURGERY PROCEDURES.DERMATOLOGY PRACTICE IS A GROUP OF DERMATOLOGY PHYSICIANS. THIS GROUP PERFORMS GENERAL DERMATOLOGY CARE AND SKIN CANCER SCREENINGS AND MOHS SURGERY FOR SKIN CANCER WHICH ALLOWS THE GREATEST AMOUNT OF HEALTHY TISSUE WHILE REMOVING BASAL CELL OR SQUAMOUS CELL CARCINOMAS.INFECTIOUS DISEASE PRACTICE IS A GROUP OF BOARD-CERTIFIED, FELLOWSHIP-TRAINED DISEASE SPECIALIST PHYSICIANS. THIS GROUP FOCUSES ON ALL TYPES OF INFECTIONS, INCLUDING THOSE CAUSED BY BACTERIA, VIRUSES, FUNGI, AND PARASITES OF THE SINUSES, HEART, LUNGS, URINARY TRACT, BONES, AND PELVIC ORGANS. THEY ALSO HAVE INSIGHT INTO THE USE OF ANTIBIOTICS AND THEIR POTENTIAL ADVERSE EFFECTS.UNCOMPENSATED CARESPIRIT PHYSICIAN SERVICES, INC. (SPSI) RECOGNIZES THAT ITS MISSION IS TO SERVE ALL THE MEMBERS OF THE COMMUNITY WITH RESPECT TO THE PROVISION OF HEALTHCARE SERVICES AND HEALTHCARE EDUCATION. SPSI PROVIDES QUALITY MEDICAL HEALTHCARE REGARDLESS OF RACE, CREED, SEX, NATIONAL ORIGIN, HANDICAP, AGE OR ABILITY TO PAY. IN THIS REGARD, SPSI PROVIDES FREE CARE OR SUBSIDIZED CARE, TO PERSONS COVERED BY GOVERNMENTAL PROGRAMS AT OR BELOW COST AND PROVIDES VARIOUS HEALTH ACTIVITIES AND PROGRAMS IN SUPPORT OF THE COMMUNITIES WHERE SPSI PRACTICES.A. CHARITY CARETHE PRIMARY CONCERN OF SPSI IS THE DELIVERY OF HEALTH CARE TO ALL THE CITIZENS OF THE GREATER HARRISBURG AREA AND SOUTH CENTRAL PENNSYLVANIA, REGARDLESS OF THEIR ABILITY TO PAY. THE UNREIMBURSED COST OF CHARITY CARE REPRESENTS THE COST SPSI INCURS BY PROVIDING FREE OR DISCOUNTED SERVICES TO THOSE WHO CANNOT AFFORD TO PAY. B. MEDICARE/MEDICAIDRECOGNIZING ITS MISSION TO THE COMMUNITY, SERVICES ARE PROVIDED TO THE ELDERLY (MEDICARE) AND THE POOR (MEDICAID). SPSI PROVIDES CARE, BELOW COST, TO PERSONS COVERED BY THESE GOVERNMENTAL PROGRAMS. TO THE EXTENT REIMBURSEMENT IS BELOW THE COST OF PROVIDING HEALTHCARE, SPSI IS FURTHERING ITS MISSION TO THE ENTIRE COMMUNITY. THE UNREIMBURSED VALUE OF MEDICARE AND/OR MEDICAID IS EQUAL TO THE COST OF PROVIDING SERVICES LESS THE AMOUNT OF REIMBURSEMENT RECEIVED UNDER THE PROGRAM. C. OTHER UNCOMPENSATED PATIENT SERVICESIN ADDITION, SPSI PROVIDES OTHER PATIENT SERVICES FOR WHICH FULL PAYMENT IS NOT RECEIVED. COMMUNITY HEALTH, EDUCATION AND OUTREACHSPIRIT PHYSICIAN SERVICES, INC. STRIVES TO SERVE AS PARTNERS TO THE COMMUNITIES IN WHICH THEY ARE LOCATED. SPSI PROVIDES CARE TO THE COMMUNITY THROUGH REDUCED PRICE SERVICES AND FREE PROGRAMS THROUGHOUT THE YEAR BASED UPON ACTIVITIES AND SERVICES THAT SPSI BELIEVES WILL SERVE A BONAFIDE COMMUNITY HEALTH NEED. THESE SERVICES AND PROGRAMS MAY INCLUDE SUPPORT GROUPS, HEALTH EDUCATION, WELLNESS FAIRS, HEALTH SCREENINGS, OR OTHER HEALTH RELATED PROGRAMS. 34750311 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 4 1 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 PA X TRACY L MOYER VICE PRESIDENT FINA 7177632100 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 X THOMAS STOESSEL DIRECTOR / PSH EVP 1.00 39.00 X 0 1119232 61645 DEBORAH ADDO DIRECTOR / PSH COO 1.00 49.00 X 0 920763 48852 DONALD MCKENNA DIRECTOR / PRESIDENT 1.00 49.00 X X 0 521848 104444 SISTER JOANN MARIE AUMAND SCC DIRECTOR (THRU 6/23) 1.00 3.00 X 0 0 0 PAULA TINCH TREASURER / PSH CFO & EVP 1.00 49.00 X 0 808482 119863 NICOLE LEHMAN INTERIM SEC. (PSU EMP) 1.00 49.00 X 0 276742 97256 ROSS DARROW VICE PRESIDENT, TREASURER 1.00 49.00 X 0 301878 61619 KATHLEEN MILLER ASSOC. SECRETARY 1.00 39.00 X 0 99552 10921 SAFWAT GASSIS MD PHYSICIAN 40.00 0.00 X 0 903345 62024 DAVID C MAN MD PHYSICIAN 40.00 0.00 X 0 795057 61922 ANDREAS U WALI MD FACC FSCAI PHYSICIAN 40.00 0.00 X 0 629822 62024 STEPHEN MASSINI FMR DIR (THRU 6/22) / PSH CEO 0.00 50.00 X 0 1599857 61645 PETER DILLON MD FMR DIR (THRU 6/22) / PSH EVP 0.00 50.00 X 0 1018570 55758 KYLE C SNYDER MHA FMR OFF (THRU 7/22) / REG. COO 0.00 50.00 X 0 425029 72765 RANDY B MORRIS FMR OFF (THRU 10/20) / PSH VP FIN. 0.00 50.00 X 0 344594 55762 ANNEMARIE BOYAN FMR SEC/PSH GC (PSU EMP) (THRU 2/22) 0.00 0.00 X 0 142089 12694 J BRET DELONE FMR KE (THRU 6/21) / VP MED AFFAIRS 0.00 40.00 X 0 559921 40629 SHUBHRA KUMAR-BRADLEY FMR KE (THRU 6/20) / PHYSICIAN 0.00 40.00 X 0 341071 60618 0 10807852 1050441 0 1 1 0 QUANTUM IMAGING & THERAPEUTICS PO BOX 62165 BALTIMORE MD 21264 PURCHASED SERVICES 5434572 WEATHERBY LOCUMS INC PO BOX 972633 DALLAS TX 753972633 PHYSICIAN LOCUMS 2174247 BARTON ASSOCIATES INC 300 JUBILEE DRIVE PEABODY MA 01960 PHYSICIAN LOCUMS 987608 COMPHEALTH PO BOX 972651 DALLAS TX 753972651 PHYSICIAN LOCUMS 662965 CAPTURIS 3131 TECHNOLOGY DRIVE NW MADAN ND 58554 IT SERVICE 280265 6 CLINICAL SUPPORT SUB. 621110 9704468 9704468 PATIENT SERVICE REV. 621110 8915602 8915602 SERVICES RENDERED CONT. 900099 426408 426408 19046478 FEDERAL INCENTIVE PROG 900099 455649 455649 EMPLOYEE LOAN PAYBACK 900099 11722 11722 OTHER REVENUES 900099 6791 6791 474162 19520640 19508918 0 11722 X 28173866 22539093 5634773 28285 22628 5657 5997248 4797798 1199450 8199 6559 1640 5162479 4129984 1032495 155801 124641 31160 18671 14937 3734 1517915 1214332 303583 62365 49892 12473 550 440 110 299 239 60 207617 166094 41523 874792 699834 174958 MEDICAL SUPPLIES & DRUG 917098 917098 EDUCATION EXPENSES 33247 26598 6649 LICENSES & FEES 19657 15726 3931 MEMBERSHIP DUES 14578 14578 12300 9840 2460 43204967 34750311 8454656 0 2644611 0 0 0 18100327 0 0 0 0 0 407568 0 0 0 3312432 0 0 0 0 0 11200589 0 35665527 0 10454487 0 111625792 0 122080279 0 X -86414752 0 -86414752 0 35665527 0 X -23684327 110099079 X 0 1 X 1 0 X 132769 132769 83055824 90318398 134459528 81089742 19046478 407969970 42249 42249 83098073 90318398 134592297 81089742 19046478 408144988 0 0 0 408144988 106131 101372 2013 0 0 209516 106131 101372 2013 209516 2779145 474162 3253307 83204204 90419770 134594310 83868887 19520640 411607811 0.99160 0.99360 0.00050 0.00060 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: FEDERAL INCENTIVE PROGRAM - 2021 AMOUNT: $ 1,587,902. 2022 AMOUNT: $ 455,649. EMPLOYEE LOAN PAYBACK PROGRAM - 2021 AMOUNT: $ 1,175,035. 2022 AMOUNT: $ 11,722. REVALUATION OF ASSETS - 2021 AMOUNT: $ 15,440. 2022 AMOUNT: $ 0. DISCOUNTS AND REBATES - 2021 AMOUNT: $ 768. 2022 AMOUNT: $ 237. OTHER REVENUES - 2021 AMOUNT: $ 0. 2022 AMOUNT: $ 6,554. 0 1 0 0 0 0 0 0 0 STEPHEN MASSINI FMR DIR (THRU 6/22) / PSH CEO 0 1319391 0 75000 0 205466 0 38400 0 23245 0 1661502 0 0 THOMAS STOESSEL DIRECTOR / PSH EVP 0 604667 0 311731 0 202834 0 38400 0 23245 0 1180877 0 102171 PETER DILLON MD FMR DIR (THRU 6/22) / PSH EVP 0 694569 0 75000 0 249001 0 38400 0 17358 0 1074328 0 0 DEBORAH ADDO DIRECTOR / PSH COO 0 788301 0 88462 0 44000 0 39593 0 9259 0 969615 0 0 SAFWAT GASSIS MD PHYSICIAN 0 643060 0 187882 0 72403 0 38400 0 23624 0 965369 0 0 PAULA TINCH TREASURER / PSH CFO & EVP 0 740070 0 64231 0 4181 0 102173 0 17690 0 928345 0 0 DAVID C MAN MD PHYSICIAN 0 673524 0 115268 0 6265 0 38400 0 23522 0 856979 0 0 ANDREAS U WALI MD FACC FSCAI PHYSICIAN 0 501344 0 121981 0 6497 0 38400 0 23624 0 691846 0 0 DONALD MCKENNA DIRECTOR / PRESIDENT 0 465481 0 50000 0 6367 0 80836 0 23608 0 626292 0 0 J BRET DELONE FMR KE (THRU 6/21) / VP MED AFFAIRS 0 373288 0 156265 0 30368 0 38400 0 2229 0 600550 0 0 KYLE C SNYDER MHA FMR OFF (THRU 7/22) / REG. COO 0 367347 0 40000 0 17682 0 49342 0 23423 0 497794 0 0 SHUBHRA KUMAR-BRADLEY FMR KE (THRU 6/20) / PHYSICIAN 0 317534 0 0 0 23537 0 38400 0 22218 0 401689 0 0 RANDY B MORRIS FMR OFF (THRU 10/20) / PSH VP FIN. 0 302233 0 25000 0 17361 0 38400 0 17362 0 400356 0 0 NICOLE LEHMAN INTERIM SEC. (PSU EMP) 0 261742 0 15000 0 0 0 70490 0 26766 0 373998 0 0 ROSS DARROW VICE PRESIDENT, TREASURER 0 262516 0 25000 0 14362 0 38400 0 23219 0 363497 0 0 ANNEMARIE BOYAN FMR SEC/PSH GC (PSU EMP) (THRU 2/22) 0 142089 0 0 0 0 0 7383 0 5311 0 154783 0 0 PART I, LINE 3 ARRANGEMENT USED TO ESTABLISH THE CEO'S COMPENSATION: COMPENSATION FOR THE CEO (PRESIDENT) IS ESTABLISHED AND PAID BY A RELATED ORGANIZATION. THAT ORGANIZATION USED THE FOLLOWING TO ESTABLISH THE CEO'S COMPENSATION: (1) COMPENSATION COMMITTEE; (2) INDEPENDENT COMPENSATION CONSULTANT; (3) COMPENSATION SURVEY OR STUDY; (4) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. PART 1, LINE 4B: DURING THE CALENDAR YEAR ENDING WITHIN THIS FISCAL YEAR ENDED JUNE 30, 2023, A CURRENT DIRECTOR AND TWO FORMER DIRECTORS PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE BELOW LISTED INDIVIDUALS' VESTED IN THE PLAN IN A PRIOR YEAR; THEREFORE, CURRENT YEAR CONTRIBUTIONS ARE TAXABLE AND REPORTED ON SCHEDULE J, PART II, COLUMN B(III), OTHER REPORTABLE COMPENSATION. - STEPHEN MASSINI - $165,523 - THOMAS STOESSEL - $155,778 - PETER DILLON - $89,133 DURING THE CALENDAR YEAR ENDING WITHIN THIS FISCAL YEAR ENDED JUNE 30, 2023, CERTAIN DIRECTORS AND OFFICERS PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THE BELOW LISTED INDIVIDUALS' CONTRIBUTIONS HAVE NOT YET VESTED; UNVESTED CONTRIBUTIONS ARE REPORTED ON SCHEDULE J, PART II, COLUMN C, RETIREMENT AND OTHER DEFERRED COMPENSATION. - PAULA TINCH - $63,773 - DONALD MCKENNA - $42,436 - KYLE SNYDER - $10,942 - DEBORAH ADDO - $1,193 CASH & SAVINGS 2023-06-30 69958 FMV 300976099 COMMUNITY MEDICAL GROUP LLC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 501(C)(3) ACCOUNTS RECEIVABLE 2023-06-30 4834839 FMV 300976099 COMMUNITY MEDICAL GROUP LLC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 501(C)(3) LAND, BUILDINGS, AND EQUIPMENT 2023-06-30 4315 FMV 300976099 COMMUNITY MEDICAL GROUP LLC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 501(C)(3) OTHER ASSETS 2023-06-30 10259 FMV 300976099 COMMUNITY MEDICAL GROUP LLC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 501(C)(3) 1 1 0 0 PART II, LINE 1: JUNE 30, 2023 SPIRIT PHYSICIANS SERVICES, INC. (SPSI) MERGED WITH AND INTO PENN STATE HEALTH COMMUNITY MEDICAL GROUP, LLC (CMG) (FEIN: 30-0976099). CMG IS A WHOLLY OWNED LIMITED LIABILITY COMPANY OF PENN STATE HEALTH (FEIN: 47-3769205) LOCATED AT 100 CRYSTAL A DRIVE, MC CA210 HERSHEY, PA 17033. PART II, LINE 2E: CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF THE RELATED ORGANIZATION PENN STATE HEALTH. EMPLOYEES OF SPIRIT PHYSICIAN SERVICES, INC. WERE TRANSFERRED ON JANUARY 1, 2022 TO PENN STATE HEALTH COMMUNITY MEDICAL GROUP LLC, A WHOLLY OWNED LIMITED LIABILITY COMPANY OF PENN STATE HEALTH. FORM 990, PART V, LINE 1A: FORMS 1096: FORM 1096 FOR THE FILING ORGANIZATION IS PROCESSED AND REPORTED BY ITS RELATED ORGANIZATION PENN STATE HEALTH (EIN: 47-3769205). FORM 990, PART VI, SECTION A, LINE 2 CERTAIN LISTED OFFICERS AND BOARD MEMBERS ALSO SERVE AS OFFICERS AND BOARD MEMBERS OF A TAXABLE ENTITY. FORM 990, PART VI, SECTION A, LINE 6 CLASSES OF MEMBERS OR STOCKHOLDERS SPIRIT PHYSICIAN SERVICES, INC.'S SOLE MEMBER IS PENN STATE HEALTH COMMUNITY MEDICAL GROUP, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY. PENN STATE HEALTH COMMUNITY MEDICAL GROUP LLC'S SOLE MEMBER IS PENN STATE HEALTH, A PENNSYLVANIA NONPROFIT CORPORATION. FORM 990, PART VI, SECTION A, LINE 7A ELECTION OF MEMBERS AND THEIR RIGHTS DIRECTORS SHALL BE ELECTED BY THE CORPORATE MEMBER, PENN STATE HEALTH COMMUNITY MEDICAL GROUP, LLC. THE CORPORATE MEMBER MAY AT ANY TIME REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: PURSUANT TO SPECIFICATIONS DEFINED IN THE BYLAWS THE CORPORATE MEMBERS HAVE RESERVED POWERS. NOTWITHSTANDING ANY OTHER PROVISIONS OF THESE BYLAWS, THE SOLE MEMBER MUST APPROVE THE FOLLOWING ITEMS, AS APPLICABLE, BEFORE THEY MAY BE IMPLEMENTED BY THIS CORPORATION. THE SOLE MEMBER SHALL HAVE THE AUTHORITY: (A) TO DETERMINE THE NUMBER OF AND TO ELECT AND REMOVE, WITH OR WITHOUT CAUSE, THE DIRECTORS OF THE CORPORATION; (B) TO APPOINT AND REMOVE, WITH OR WITHOUT CAUSE, AND TO DETERMINE THE COMPENSATION OF, THE PRESIDENT; (C) TO ELECT AND REMOVE, WITH OR WITHOUT CAUSE, THE CHAIR AND VICE CHAIR OF THE BOARD, THE SECRETARY (INCLUDING ANY ASSISTANT OR ASSOCIATE SECRETARY), AND THE TREASURER (INCLUDING ANY ASSISTANT TREASURER); (D) TO APPROVE ANY AND ALL AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION; (E) TO ADOPT OR MODIFY THE MISSION, VISION, OR OBJECTIVES OF THE CORPORATION; (F) TO ADOPT ALL LONG-RANGE AND STRATEGIC PLANS; (G) TO APPROVE ALL OPERATING AND CAPITAL BUDGETS; (H) TO APPROVE ALL UNBUDGETED CAPITAL EXPENDITURES AND ALL UNBUDGETED OPERATING EXPENDITURES IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER; (I) TO APPROVE THE INCURRENCE OF DEBT OR GUARANTEE OF INDEBTEDNESS FOR BORROWED MONEY, OR THE PLEDGE OR MORTGAGE OF ASSETS TO SECURE THE SAME AND TO ESTABLISH AN OBLIGATED GROUP FOR FINANCING PURPOSES; (J) TO DETERMINE ANNUAL DISTRIBUTIONS TO BE MADE TO OR FOR THE BENEFIT OF THE PENNSYLVANIA STATE UNIVERSITY COLLEGE OF MEDICINE AS ACADEMIC SUPPORT PAYMENTS; (K) TO REQUIRE THE CORPORATION TO PARTICIPATE IN A CENTRALIZED FINANCIAL AND CASH MANAGEMENT SYSTEM FOR PENN STATE HEALTH AND ONE OR MORE OF ITS CONTROLLED AFFILIATES (THE "SYSTEM"); (L) TO APPROVE ANY DONATION OR TRANSFER OF THE CORPORATION'S ASSETS IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER, OTHER THAN DONATIONS OR TRANSFERS TO THE SOLE MEMBER OR ANOTHER ENTITY IN THE SYSTEM, UNLESS AUTHORIZED IN THE CORPORATION'S APPROVED BUDGET; (M) TO APPROVE AND AUTHORIZE ADDITIONS AND ELIMINATIONS OF CLINICAL SERVICES OF THE CORPORATION AND TO DETERMINE THE DISTRIBUTION OF CLINICAL AND SUPPORT SERVICES ACROSS THE SYSTEM; (N) TO APPROVE THE CREATION OR DISSOLUTION OF, INVESTMENT IN, OR DISPOSITION OF ANY SUBSIDIARY OR JOINT VENTURE AND TO APPROVE ANY OTHER STRATEGIC ALIGNMENT OR FUNDAMENTAL CHANGE TRANSACTION, INCLUDING (I) JOINT OPERATING AGREEMENTS OR MANAGEMENT AGREEMENTS, (II) ACQUISITIONS, DISPOSITIONS OR TRANSFERS OF MATERIAL OPERATIONS, (III) CLOSURE OF FACILITIES, (IV) MERGERS, CONSOLIDATIONS, AND DIVISIONS, (V) THE SALE, PLEDGING, LEASING OR TRANSFER OF ASSETS WITH A VALUE IN EXCESS OF SUCH AMOUNT AS IS DETERMINED BY OR PURSUANT TO THE POLICIES OF THE SOLE MEMBER, AND (VI) THE LIQUIDATION OR DISSOLUTION OF THE CORPORATION; (O) TO ADOPT EMPLOYEE BENEFIT PLANS; (P) TO ADOPT OR APPROVE THE INVESTMENT POLICIES OF THE CORPORATION; (Q) TO SELECT AND APPOINT AUDITORS FOR, AND TO DESIGNATE THE FISCAL YEAR OF, THE CORPORATION; (R) TO RETAIN COUNSEL ON BEHALF OF AND SETTLE ANY LITIGATION AGAINST THE CORPORATION; (S) TO ENTER INTO SYSTEM-WIDE AGREEMENTS ON BEHALF OF THE CORPORATION; AND (T) EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, TO GIVE SUCH APPROVALS AND TAKE SUCH OTHER ACTIONS AS ARE SPECIFICALLY RESERVED TO THE MEMBERS OF A PENNSYLVANIA NONPROFIT CORPORATION UNDER THE PENNSYLVANIA NONPROFIT CORPORATION LAW OF 1988, AS AMENDED (THE "PENNSYLVANIA NONPROFIT CORPORATION LAW"). FORM 990, PART VI, SECTION B, LINE 11B ORGANIZATION'S PROCESS TO REVIEW FORM 990 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, SECTION B, LINE 12C 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, SECTION B, LINES 13 & 14: WHISTLEBLOWER POLICY AND DOCUMENT RETENTION/DESTRUCTION POLICY: THE FILING ORGANIZATION FOLLOWS THE WHISTLEBLOWER POLICY AND DOCUMENT RETENTION AND DESTRUCTION POLICY OF A RELATED ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 15 PROCESS USED TO ESTABLISH COMPENSATION OF CEO, OFFICERS, AND KEY EMPLOYEES: THE FILING ORGANIZATION IS PART OF A MULTI-ENTITY HEALTH SYSTEM AND MAY OR MAY NOT DESIGNATE ONE OR MORE OF ITS EMPLOYEES AS A CEO (OR PRESIDENT), OFFICER, OR KEY EMPLOYEE. IF THE FILING ORGANIZATION DOES NOT DESIGNATE INDIVIDUALS TO THESE ROLES, THE ROLE IS HANDLED BY AN INDIVIDUAL FROM THE PARENT ENTITY, PENN STATE HEALTH, OR AN AFFILITATE. PENN STATE HEALTH HAS ESTABLISHED A SYSTEM-WIDE PROCESS FOR ESTABLISHING COMPENSATION AS FOLLOWS: ANNUALLY, THE COMPENSATION COMMITTEE OF THE PARENT BOARD ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT A COMPENSATION ANALYSIS FOR THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER (CEO), OFFICERS, AND KEY EMPLOYEES. AS PART OF THE ANALYSIS, THE INDEPENDENT COMPENSATION CONSULTANT IDENTIFIES, GATHERS, AND ANALYZES APPROPRIATE COMPARABILITY DATA UPON WHICH THE COMMITTEE AND THE FULL BOARD WILL RELY TO ASSESS THE REASONABLENESS OF THE TOTAL PROPOSED COMPENSATION (INCLUDING BENEFITS) OF THE CEO, OFFICERS, AND KEY EMPLOYEES. ONCE THE COMPENSATION ANALYSIS IS COMPLETE AND DOCUMENTED IN REPORTS, THE REPORTS ARE PROVIDED TO THE BOARD FOR REVIEW AND CONSIDERATION, TOGETHER WITH WRITTEN OPINIONS FROM THE COMPENSATION CONSULTANT THAT THE PROPOSED COMPENSATION ARRANGEMENTS FOR THE CEO, OFFICERS, AND KEY EMPLOYEES ARE REASONABLE WITHIN THE MEANING OF TREASURY REGULATION 53.4958-4(B)(1)(II)(A). WITH INPUT FROM THE COMPENSATION COMMITTEE, THE FULL BOARD MAKES ANNUAL DECISIONS WITH RESPECT TO COMPENSATION FOR THE CEO, OFFICERS, AND KEY EMPLOYEES BASED UPON THE DATA IN THE REPORT AND THE OPINION OF THE COMPENSATION CONSULTANT THAT THE PROPOSED COMPENSATION IS REASONABLE. THESE DECISIONS, THE BASIS FOR THESE DECISIONS, THE BOARD MEMBERS' NAMES WHO VOTE ON COMPENSATION, AND THAT NONE OF THE BOARD MEMBERS HAVE A CONFLICT OF INTEREST WITH RESPECT TO THESE COMPENSATION ARRANGEMENTS IS ALL CONTEMPORANEOUSLY DOCUMENTED IN THE MINUTES. FORM 990, PART VI, SECTION C, LINE 19 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 AFFILIATES) ARE AVAILABLE AT WWW.PSU.EDU. FORM 990, PART VII: PART VII AND SCHEDULE J REFLECT CERTAIN DIRECTORS AND OFFICERS RECEIVING COMPENSATION AND BENEFITS FROM A RELATED ORGANIZATION. PLEASE NOTE THAT REMUNERATION FOR DIRECTORS WAS FOR SERVICES RENDERED AS FULL-TIME EMPLOYEES OF A RELATED ORGANIZATION, NOT FOR SERVICES RENDERED AS DIRECTORS OF THE FILING ORGANIZATION. OF THE PREVIOUS FIVE HIGHEST COMPENSATED INDIVIDUALS REFLECTED ONLY THREE ARE STILL EMPLOYED BY THE PENN STATE HEALTH SYSTEM. SPIRIT PHYSICIAN SERVICES, INC. DID NOT PAY EMPLOYEES FOR THE CALENDAR YEAR 2022; HOWEVER, THE ORGANIZATION IS ELECTING FOR TRANSPARENCY TO SHOW HIGHEST COMPENSATED INDIVIDUALS THAT WERE PAID BY A RELATED ORGANIZATION BECAUSE THEIR SERVICES WERE RENDERED FOR THE BENEFIT OF THE FILING ORGANIZATION. FORM 990, PART IX, LINE 11G OUTSIDE PURCHASED SERVICE: PROGRAM SERVICE EXPENSES 1,798,689. MANAGEMENT AND GENERAL EXPENSES 449,672. TOTAL EXPENSES 2,248,361. CONTRACTED PHYSICIAN SERVICES: PROGRAM SERVICE EXPENSES 1,709,301. MANAGEMENT AND GENERAL EXPENSES 427,325. TOTAL EXPENSES 2,136,626. CONTRACTED STAFF: PROGRAM SERVICE EXPENSES 549,087. MANAGEMENT AND GENERAL EXPENSES 137,271. TOTAL EXPENSES 686,358. PROVIDER RECRUITING: PROGRAM SERVICE EXPENSES 65,484. MANAGEMENT AND GENERAL EXPENSES 16,371. TOTAL EXPENSES 81,855. LAUNDRY SERVICES: PROGRAM SERVICE EXPENSES 7,351. MANAGEMENT AND GENERAL EXPENSES 1,838. TOTAL EXPENSES 9,189. CLOUD SERVICES: PROGRAM SERVICE EXPENSES 72. MANAGEMENT AND GENERAL EXPENSES 18. TOTAL EXPENSES 90. FORM 990, PART XI, LINE 9: MERGED INTO PENN STATE HEALTH AND THEN OUT OF EXISTENCE 110,099,079. ST JOSEPH MEDICAL CENTER FOUNDATION 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232649362 FUNDRAISING PA 501(C)(3) LINE 10 SJRHN 0 ST JOSEPH MEDICAL GROUP 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 208544021 HEALTHCARE PA 501(C)(3) LINE 10 PSH 0 PENN STATE HEALTH 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 473769205 MGMT/SUPPORT PA 501(C)(3) LINE 12A, I PSU 0 THE PENNSYLVANIA STATE UNIVERSITY ONE OLD MAIN UNIVERSITY PARK PA 16802 246000376 EDUCATION PA 115 N/A 0 THE MILTON S HERSHEY MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 251854772 HEALTHCARE PA 115 PSH 0 PENN STATE HEALTH HAMPDEN MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 851608328 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 PENN STATE HEALTH LANCASTER MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 851620990 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 PENN STATE HEALTH HOLY SPIRIT MEDICAL CENTER 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 231512747 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 ST JOSEPH REGIONAL HEALTH NETWORK 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 231352211 HEALTHCARE PA 501(C)(3) LINE 3 PSH 0 HOLY SPIRIT CORPORATION 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232214540 REAL ESTATE PA 501(C)(2) PSHHSMC 0 HERSHEY OUTPATIENT SURGERY CENTER LP 15305 DALLAS PKWY ADDISON TX 75001 HEALTHCARE PA NITTANY HLTH 0 0 NITTANY HEALTH - VALUEHEALTH JOINT 11221 ROE AVE LEAWOOD KS 66211 851154159 HEALTHCARE PA NITTANY HLTH 0 0 NITTANY HEALTH INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 251769611 HOMECARE INTEGRTN PA PSH C 0 HOLY SPIRIT VENTURES INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232407709 REAL ESTATE PA PSHHSMC C 0 CGH REALTY CO INC 100 CRYSTAL A DRIVE MC CA210 HERSHEY PA 17033 232326801 REAL ESTATE PA SJRHN C 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 1 0 SUPPLEMENTAL INFORMATION: SCHEDULE R LISTS ONLY THOSE RELATED ORGANIZATIONS THAT RELATE TO THE HEALTH CARE OPERATIONS UNDER THE COMMON CONTROL OF THE PENNSYLVANIA STATE UNIVERSITY.