2011-05-16T09:32:46-05:00 2010-06-30 PARENTEBEARD LLC Suite 200 221 W PHILADELPHIA ST YORK PA 174012993 990 2009-07-01 251778658 PINNACLE HEALTH SYSTEM PINN 7172318245 409 SOUTH SECOND STREET PO BOX 8700 HARRISBURG PA 171058700 William H Pugh 7172318245 2011-05-13 1 Julius Green CPA 7178467000 2011-05-05 2009 2016-02-24 21:20:13Z William H Pugh 409 SOUTH SECOND STREET PO BOX 8700 HARRISBURG PA 171058700 136450898 0 X www.pinnaclehealth.org X 1995 PA Provide management and consultative services to affiliated tax-exempt entities. 19 15 67 0 0 0 0 0 13225451 16511777 -606432 3740107 43235 41269 12662254 20293153 0 0 8988615 11403220 0 0 4437436 5461147 13426051 16864367 -763797 3428786 127187012 138701363 2630683 4265916 124556329 134435447 Pinnacle Health System is engaged in and conducts charitable, educational, and scientific activities through the support and benefit of Pinnacle Health Foundation, and provides management and consultative services to affiliated entities that qualify for federal income tax exemption under code section 501(C)(3).Pinnacle Health System is dedicated to the health and well being of the people we serve and makes a concerted effort to establish enduring bonds between the health system and the community. Pinnacle Health System offers an array of community services and programs to improve health awareness among community groups and organizations, provide optimal and timely care and treatment for target populations and to address diverse community needs. Pinnacle Health provides various training programs and tracks and evaluates the impact of its services and programs on the overall health of the community. 0 0 12068114 16511777 Pinnacle Health System is engaged in and conducts charitable, educational, and scientific activities through the support and benefit of Pinnacle Health Foundation, and provides management and consultative services to affiliated entities that qualify for federal income tax exemption under code section 501(C)(3). 12068114 1 0 0 1 0 0 0 0 0 1 0 1 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 1 0 0 1 372 0 1 67 1 0 1 BD 0 0 0 0 0 0 0 19 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 PA X William H Pugh CFO 7172318245 409 SOUTH SECOND STREET HARRISBURG PA 171058700 Robert L LYON 1.80 X X 0 0 0 Cynthia T Tolsma 0.20 X X 0 0 0 Clarence E Asbury 2.30 X 0 0 0 Edna V Baehre PHD 0.50 X 0 0 0 Theodore Bernstein 1.30 X 0 0 0 John O Campbell 1.60 X 0 0 0 Gregory Cavoli 0.50 X 0 0 0 Susan S Cohen 1.00 X 0 0 0 Paul J Creary MD 1.00 X 0 0 0 Bony R Dawood 1.60 X 0 0 0 George F Grode 7.70 X 0 0 0 Felix Gutierrez MD 0.90 X 0 0 0 Denise F Harr MD 1.00 X 0 0 0 Mark Kimmel Esq 0.40 X 0 0 0 M Richard Kleiman 1.20 X 0 0 0 Paul A Kunkel MD 0.10 X 0 0 0 Deobrah S Miller 2.50 X 0 0 0 Douglas A Neidich 0.50 X 0 0 0 Larry L Sollenberger MD 1.50 X 0 0 0 Dennis Walsh 0.60 X 0 0 0 ROGER LONGENDERFER MD 26.30 X X 687286 0 276616 William H Pugh 8.20 X 348480 0 42998 CHRISTOPHER P MARKLEY ESQ 8.00 X 331390 0 48198 RICHARD C SENECA ESQ 1.00 X 0 259935 0 PHILIP GUARNESCHELLI 8.00 X 425588 0 59704 DANA KELLIS 32.00 X 382526 0 67773 COREY RIGBERG 14.00 X 267193 0 45942 Nirmal Joshi 32.00 X 243867 0 48135 Steven Roth 4.00 X 238705 0 38402 William Wilkison 2.40 X 218683 0 33767 Thomas Kess 15.20 X 208100 0 28855 3351818 259935 690390 21 0 1 0 Pricewaterhouse Coopers LLP One South Market Square Harrisburg PA 17101 accounting/Auditing 435380 McNees Wallace and Nurick LLC PO Box 1166 harrisburg PA 17108 legal services 368742 BDC Advisors LLC 1221 Brickell Avenue Suite 900 Miami FL 33131 Healthcare consulting 312273 Leadership Forward Inc 3162 Johnson Ferry Rd Suite 260-90 Marietta GA 30062 Leadership/Consulting Services 190112 Feinberg Shopp Associates LLC 6328 Stephens Crossing Mechanicsburg PA 17050 Government relations svcs 170147 10 Management & Support 624100 16511777 16511777 16511777 3680841 3680841 116217011 116157745 59266 59266 59266 MISCELLANEOUS INCOME 900099 41269 41269 41269 20293153 16511777 0 3781376 2704204 1862178 842026 6718114 4758563 1959551 1097313 658388 438925 476010 285606 190404 407579 309760 97819 891390 891390 274342 274342 191027 191027 198934 198934 2594726 2492930 101796 21810 21810 218730 218730 142198 142198 53776 53776 97185 97185 127434 127434 37057 37057 142500 142500 Dues and Subscriptions 467495 467495 Miscellaneous Expense 2543 2543 16864367 12068114 4796253 0 352 349 13355481 10596519 24823 30431 230683 237851 2282804 2076503 230029 206301 83556127 91908486 26767255 32134069 431171 363583 2591091 3223774 127187012 138701363 2630683 4265916 2630683 4265916 X 124556329 134435447 124556329 134435447 127187012 138701363 X 0 1 1 X 0 X X X 0 0 0 pinnacle health hospitals 251778644 3 0 1 1 14115196 pinnacle health medical services 251709054 3 0 1 1 1861149 Community Life Team 231890444 9 0 1 1 60000 Pinnacle Health foundation 222691718 Line 11,II 0 1 1 475432 4 16511777 X 0 0 191027 191027 191027 191027 11877087 536394795 12068114 536585822 753406 1000000 188352 250000 0 0 0 0 1000000 1000000 1000000 1000000 4000000 6000000 214694 197157 184943 191027 787821 250000 250000 250000 250000 1000000 1500000 2034655 1829856 204799 248149 246647 1502 206301 investment in united health risk, ltd. 10673809 C investment in united central pa reciprocal risk retention group 21460260 C 32134069 20293153 16864367 3428786 5444076 1006256 6450332 9879118 30077593 5444076 4340364 9784440 20293153 0 20293153 16563637 0 16563637 198934 101796 300730 16864367 Part X: Description of Uncertain Tax Positions Under FIN 48: The Pinnacle Health System evaluates uncertain tax positions using a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in an unrelated business activity tax return and disclosures regarding uncertainties in tax positions. No adjustments to the consolidated financial statements were required as a result of this evaluation. Part XI, Line 8 - Other Adjustments: Equity method income on insurance sub filing form 1120-Pc (EIN#13-4224033): 3448974. Equity method income United Health Risk LTD: 1181768. Fund Balance Transfer - Pinnacle Health Hospitals : -33933532. Fund Balance Transfer - Pinnacle Health Medical Services : 17390096. Fund Balance Transfer - Community Life Team: 1778740. Fund Balance Transfer - Pinnacle Health Home Care & Hospice : 11140210. Part XII, Line 2d - Other Adjustments: Equity method income on insurance sub filing form 1120-Pc (EIN#13-4224033): 3448974. equity method income on foreign sub filing form 5471: 1079972. Investment Expense Included in Investment Income on Financials: -198934. Net Assets Released from Restrictions: 10352. Part XIII, Line 4b - Other Adjustments: Expenses reported by foreign sub filing form 5471: 101796. Central America and the Caribbean 1 1 insurance coverage N/A 1476200 1 1 1476200 Method Used to Acccount for Expenditures: Schedule F, Part I, Line 3: Insurance premiums paid based on claims experience X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 ROGER LONGENDERFER MD 574336 0 86636 0 26314 0 223989 0 52627 0 963902 0 0 0 William H Pugh 298589 0 35726 0 14165 0 13627 0 29371 0 391478 0 0 0 CHRISTOPHER P MARKLEY ESQ 267132 0 29268 0 34990 0 14833 0 33365 0 379588 0 0 0 RICHARD C SENECA ESQ 0 259935 0 0 0 0 0 0 0 0 0 259935 0 0 PHILIP GUARNESCHELLI 353667 0 41600 0 30321 0 14833 0 44871 0 485292 0 0 0 DANA KELLIS 328977 0 37922 0 15627 0 14757 0 53016 0 450299 0 0 0 COREY RIGBERG 230573 0 22891 0 13729 0 14578 0 31364 0 313135 0 0 0 Nirmal Joshi 221861 0 19873 0 2133 0 13978 0 34157 0 292002 0 0 0 Steven Roth 207588 0 27487 0 3630 0 10782 0 27620 0 277107 0 0 0 William Wilkison 190638 0 21811 0 6234 0 12074 0 21693 0 252450 0 0 0 Thomas Kess 185869 0 22231 0 0 0 3441 0 25414 0 236955 0 0 0 Part I, Line 1a Roger Longenderfer, M.D., President and CEO, received a reimbursement for personal financial services. The reimbursement was included in his taxable compensation. Part I, Line 4a Roger Longenderfer, M.D., President and CEO was covered by a 457(f) Supplemental Retirement Agreement (SERP) which was not funded in the current year. John Campbell Administrative VP of Board Director 107452 See Sch O - Investment management services provided by M & T Bank 0 Form 990, Part V, line 1: Pinnacle Health System, the parent company, is the common reporting agent for the group of related tax-exempt organizations and files all 1099 forms for the following: Community Life Team, Pinnacle Health Foundation, Pinnacle Health Hospitals, Pinnacle Health Home Care & Hospice, and Pinnacle Health Medical Services. Form 990, Part VI, Section B, line 11 The authority and responsibility for review of the Form 990 for Pinnacle Health System and associated subsidiaries, is delegated to the Finance and Audit Committee of the System Board. In order to accomplish this, all members of the Finance and Audit Committee are provided with a reasonable opportunity to review and comment to executive leadership on the IRS Form 990's of the Pinnacle Health System and its subsidiaries, including Pinnacle Health Hospitals, Pinnacle Health Medical Services, Pinnacle Health Foundation, Pinnacle Health Home Care & Hospice and Community Life Team before they are filed with the Internal Revenue Service. In addition, each member of each respective Board of Directors will be given access to view their individual Form 990 via a shared, password-protected website. Form 990, Part VI, Section B, line 12c In the performance of their duties to Pinnacle Health System and subsidiaries (collectively referred to as "PHS"), covered persons shall seek to act in the best interests of PHS, and shall exercise good faith, loyalty, diligence and honesty. A covered person is any individual who serves in a fiduciary capacity to, or who has legal authority to represent or obligate, the Pinnacle Health System or any of its affiliated organizations including, but not limited to, directors, officers, employees, and agents. Covered persons also include a) immediate families (spouses, children, siblings, parents, or spouse's parents), b) any organization in which they or their immediate families directly or indirectly i) have a material financial or beneficial interest, or ii) serve as a director, officer, employee, agent, attorney or similar capacity. A covered person shall disclose any business or personal interests or relationships which may be in conflict with the interest of PHS, including, but not limited to (a) engaging in or seeking to be engaged in (i) the delivery of health care services or (ii) the delivery of goods or services to PHS, or (b) any transaction or arrangement with PHS which would result in benefit to covered persons. The Governance Committee of the PHS Board reviews all conflict of interest statements and determines whether each director on the Board is independent. Covered persons who are Directors must comply with the Pinnacle Health System Guidelines for determining director independence and applying director independence requirements. Covered persons with a conflict of interest shall not vote on the matter, and the PHS Board or committee must approve, authorize, or ratify the transaction or arrangement by a majority vote of the non-interested directors or committee members present at a meeting that has a quorum. Violations of this statement of policy may subject covered persons to appropriate sanctions, including removal from their positions with PHS. Form 990, Part VI, Section B, line 15 The compensation committee of the Pinnacle Health System ("PHS") Board of Directors has the authority to develop and maintain executive and physician compensation to be approved by the Pinnacle Health System Board. The compensation committee will follow a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness and promotes effective governance of executive compensation, consistent with the PHS's compensation philosophy. 1. Follow a process that establishes and maintains a rebuttable presumption of reasonableness for all executives and physicians potentially subject to intermediate sanctions. 2. Prepare minutes for each meeting to record the terms of the committee's decisions and the process followed in reaching those decisions. These minutes must include indications that the committee is following good practices in dealing with conflicts of interest and in obtaining and relying on appropriate comparability data on total compensation. 3. Select and directly engage and supervise any consultant hired by PHS to advise the committee on executive and physician compensation. 4. Periodically evaluate the appropriateness of this charter and the effectiveness of the process the committee uses in governing executive and physician compensation and report this evaluation to the board. 5. Provide the Board with an annual report on the committee's actions. 6. monitor changes in laws and regulations pertaining to executive compensation and benefits to see that PHS complies with them. 7. Seek outside review of committee operations to ensure compliance with the IRS rebuttable presumption of reasonableness. 8. Review actual executive compensation and benefits provided to confirm consistency with compensation and benefits approved by the committee. Form 990, Part VI, Section C, line 19 The organization does not make its governing documents or conflict of interest policy available for public inspection as this is not required by federal or state law. The organization includes a copy of its financial statements with the state registration filed with the Pennsylvania Department of State, Bureau of Charitable Organizations. These documents are a matter of public record and can be viewed at the bureau office. Form 990, Part VII, Section A: The following officers, directors, key employees, and highly compensated employees have worked an average of 40 hours per week for Pinnacle Health System, the parent company, and all related organizations: Roger Longenderfer, M.D. Christopher P. Markley, Esq. Richard C. Seneca, Esq. William H. Pugh Philip Guarneschelli Dana Kellis Corey Rigberg Steve Roth Nirmal Joshi William Wilkison Thomas Kess Form 990, Part XI, Line 2c: The Finance and Audit Committee of the Pinnacle Health System Board assumes the responsibility for the oversight of the audit and the selection of the independent accountant. This process has not changed during the tax year. Pinnacle Health Medical Services 409 South Second Street PO Box 8700 Harrisburg PA 171058700 251709054 Physician services PA 501(c)(3) Line 3 N/A Pinnacle Health Home Care & Hospice 409 South Second Street PO Box 8700 harrisburg PA 171058700 232024121 Skilled homecare services and services to terminally ill PA 501(c)(3) Line 3 Pinnacle Health Hospitals Pinnacle Health Hospitals 409 South Second Street PO Box 8700 harrisburg PA 171058700 251778644 inpatient and outpatient healthcare services PA 501(c)(3) Line 3 N/A Pinnacle Health Foundation 409 South Second Street PO Box 8700 harrisburg PA 171058700 222691718 investment and fundraising activities for related tax-exempt organizations PA 501(c)(3) Line 11b, II N/A Community Life Team 409 South Second Street PO Box 8700 harrisburg PA 171058700 231890444 medical transport services PA 501(c)(3) Line 9 N/A WEST SHORE SURGERY CENTER Ltd 409 South Second Street PO Box 8700 harrisburg PA 171058700 251821415 Surgical care - medical services PA N/A United Central PA Risk Retention Group 76 St Paul St Suite 500 Bulington VT 054014477 134224033 Captive Insurance VT N/A C 1055218 25028440 1.00000 UNITED HEALTH RISK LTD PO BOX HM 2450 HAMILTON HM JX BD Captive Insurance BD N/A C 736072 11195668 1.00000 0 1 1 0 0 0 0 0 0 1 1 1 1 0 1 1 1 1 Pinnacle Health Hospitals B 33933532 Pinnacle Health Medical Services C 17390096 Community Life Team C 1778740 Pinnacle Health Home Care & Hospice C 11140210 Pinnacle Health System 409 S Second Street PO box 8700 Harrisburg PA 17105 251778658 X 0 191027 191027 11877087 12068114 753406 188352 0 0 0 Pinnacle Health Hospitals 409 S Second Street PO box 8700 harrisburg PA 17105 251778644 0 0 0 466828025 466828025 1000000 250000 0 0 0 Pinnacle Health Home Care & Hospice 409 S Second Street PO box 8700 harrisburg PA 17105 232024121 0 0 0 12755672 12755672 787784 196946 0 0 0 Pinnacle health Medical Services 409 S Second Street PO box 8700 harrisburg PA 17105 251709054 0 0 0 40560074 40560074 1000000 250000 0 0 0 Pinnacle Health Foundation 409 S Second Street PO box 8700 harrisburg PA 17105 222691718 0 0 0 848190 848190 152229 38057 0 0 0 Community Life Team 1119 South Cameron Street harrisburg PA 171042532 231890444 0 0 0 3525747 3525747 326287 81572 0 0 0