2019-08-13T09:49:32-05:00 2018-09-30 440160260 BKD LLP 1201 Walnut Suite 1700 Kansas City MO 64106 990 2017-10-01 454181103 Hartford HealthCare Endowment LLC HART 8606966232 80 Seymour Street Cheney Building Hartford CT 06102 Mark Keise Chief Investment Officer 8606966232 2019-08-13 1 Michael Engle P00482834 8162216300 199.231.28.240 2019-08-13 09:48:55 ED P 41114BE78F9267D8857AD0643F4D09414A798F58 CD71869BFC494223FABD92E93AB0669CE7B22062 2017 2019-02-21 02:37:17Z David Holmgren 80 Seymour Street Cheney Building Hartford CT 06102 102761078 0 X N/A X LLC 2016 CT The Foundation is organized and operated to hold and invest the endowment funds exclusively for certain charitable health care organizations in the Hartford HealthCare Corporation integrated system: Windham Community Memorial Hospital, Inc., Midstate Medical Center, Hartford Hospital, The Hospital of Central Connecticut at New Britain General and Bradley Memorial, The William W. Backus Hospital, Rushford Center, Inc., Rushford Foundation, Inc., Hartford HealthCare at Home, Inc., The Charlotte Hungerford Hospital and Hartford HealthCare Corporation, all of which are section 501(C)(3) organizations under common control and recognized as public charities within the meaning of Section 509(a)(1) or 509(a)(2). 5 0 0 0 641614 417981 0 0 0 0 51312783 102761078 0 0 51312783 102761078 0 0 0 0 0 0 0 0 0 4796747 4477996 4796747 4477996 46516036 98283082 1400498000 1428326000 0 0 1400498000 1428326000 None 0 0 4477996 The Foundation's sole activity consists of holding pooled endowment funds of certain tax-exempt affiliates of Hartford HealthCare Corporation (HHC)and investing such pooled funds. More specifically, the Foundation's activities supporting these tax-exempt affiliates consists of (a) investing and managing the tax-exempt affiliates' endowment funds; (b) distributing income earned from the endowment funds to the tax-exempt affiliates; and (c) potentially holding and managing other assets owned by the tax-exempt affiliates. The Foundation does not raise, manage or invest on behalf of any entity other than these HHC tax-exempt affiliates. 4477996 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Carol Wardell 8606966232 181 Patricia M Genova Drive Newington CT 06111 Bimal Patel Director 1.00 60.00 X 0 703901 105710 Patricia Rehmer Director 1.00 60.00 X 0 466644 84063 Charles Johnson Director 1.00 60.00 X 0 904731 153936 Gary Havican Director 1.00 60.00 X 0 400532 65795 Donna Handley Director 1.00 60.00 X 0 399296 62413 David Holmgren CIO 60.00 0.00 X 0 570669 60069 Stuart Markowitz Former - Director 0.00 60.00 X 0 1113670 81352 Lucille Janatka Former - Director 0.00 60.00 X 0 868759 79457 0 5428202 692795 0 1 1 0 Numeric Emerging Markets 470 Atlantic Avenue 6th Floor Boston MA 02210 Investment Management 700311 Aberdeen Asset Management 1735 Market Street Philadephia PA 19103 Investment Management 390783 Frontier Capital Management 99 Summer Street Boston MA 02210 Investment Management 342302 Kayne Anderson 655 Madison Avenue New York NY 10065 Investment Management 325381 State Street Bank One Lincoln Street Boston MA 02210 Investment Management 228302 50 8267799 641614 7626185 94493279 0 94493279 94493279 94493279 102761078 0 641614 102119464 3869690 3869690 Purchased Services 519080 519080 Miscellaneous Expenses 89226 89226 4477996 4477996 0 0 1285726000 1301222000 114772000 127104000 1400498000 1428326000 0 0 X 1068038000 1076184000 332460000 352142000 1400498000 1428326000 1400498000 1428326000 X 98283082 7615918 -78071000 X 0 1 X 1 0 X X X 8 Windham Community Memorial Hospital Inc 060646966 3 1 0 0 Midstate Medical Center 060646715 3 1 0 0 Hartford Hospital 060646668 3 1 0 0 The Hospital of Central Connecticut 060646768 3 1 0 0 Hartford HealthCare at Home Inc 060646938 7 1 0 0 The William W Backus Hospital 060250773 3 1 0 0 Rushford Center Inc 060932875 7 1 0 0 The Charlotte Hungerford Hospital 060646678 3 1 0 0 8 0 0 1 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 Part IV, Line 5a The Charlotte Hungerford Hospital, EIN# 06-0646678 Endowment LLC manages the endowment investments for Hartford HealthCare Corporation (parent). Endowment LLC was formed for the purpose of maintaining and managing, on a pooled basis, the endowment and other investments of the Corporation. Endowment LLC holds the endowment and other investments for the affiliates of the parent Corporation including The Charlotte Hungerford Hospital (commencing July 2018). Endowment LLC acts as a manager and is named fiduciary for the Corporation within established investment guidelines. 0 Current Portion of Asset 18590000 C Other Investments 108514000 C 127104000 Central America and the Caribbean - Antigua & Barbuda, Aruba, Bahamas, 0 0 Investments 41588618 East Asia and the Pacific 0 0 Investments 7736349 Europe (Including Iceland & Greenland) - Albania, Andorra, Austria, Belgium 0 0 Investments 46830923 Sub-Sahara Africa 0 0 Investments 127907 0 0 0 0 0 0 96283797 0 96283797 1 0 1 0 1 0 0 1 0 0 0 0 0 1 0 Bimal Patel Director 0 536725 0 158242 0 8934 0 81386 0 24324 0 809611 0 0 Patricia Rehmer Director 0 357611 0 104172 0 4861 0 62670 0 21393 0 550707 0 0 Charles Johnson Director 0 659993 0 230593 0 14145 0 103348 0 50588 0 1058667 0 0 Gary Havican Director 0 296851 0 102542 0 1139 0 33231 0 32564 0 466327 0 0 Donna Handley Director 0 307528 0 70001 0 21767 0 18900 0 43513 0 461709 0 0 David Holmgren CIO 0 439703 0 128915 0 2051 0 18900 0 41169 0 630738 0 0 Stuart Markowitz Former - Director 0 629536 0 158831 0 325303 0 18900 0 62452 0 1195022 0 222833 Lucille Janatka Former - Director 0 647707 0 196386 0 24666 0 18900 0 60557 0 948216 0 0 Part I, Line 3 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation. Please refer to compensation narrative reported on Schedule O. Part I, Line 4b Hartford Healthcare Corporation, a related organization, maintains a 457(f) Supplemental Executive Retirement Plan (SERP). Participants include certain officers and key employees at the CEO, President, Executive Vice President, Senior Vice President and Vice President levels that are reported by Hartford HealthCare Endowment LLC, its Form 990, Part VII. Contributions are made by Hartford HealthCare Corporation to the plan based on a percentage of the participant's compensation. Participants vest in the plan at the earlier of reaching age 55 and having 5 years of service, death, disability, involuntary separation without reasonable cause, upon reaching age 65 or the occurence of a change in control. Each participant ceases to be eligible for further contributions by Hartford Healthcare Corporation on the date of the participant's separation from service. Participants receive a one-time lump sum payment of the accumulated amount during the 30-day period following the participant's separation from service. 2017 SERP Accruals were made on behalf of the following individuals: Bimal Patel $62,486 Charles Johnson $84,448 Patricia Rehmer $43,770 Stuart Markowitz $72,739 Gary Havican $14,331 Donna Handley $15,077 2017 SERP Payout was made on behalf of the following individual: Stuart Markowitz $222,833 Donna Handley $5,162* Stuart Markowitz $102,458* *For this individual, vesting occurred, causing taxable income. This portion of the vested amount was used to pay the associated tax liability. The remaining balance was deposited into the employee SERP account. Part I, Line 7 Hartford HealthCare Corporation, a related organization, has a Compensation At Risk Plan that encourages and rewards achievements of significant functional goals. These goals contribute to the organization's strategic and financial direction. The plan utilizes market practice alignment to ensure competitive recruitment and retention. Awards are based on CEO and/or Hartford HealthCare Corporation's Compensation Committee discretionary assessment of overall organization performance and individual contribution to results. Form 990, Part VI, Section A, line 6 The Foundation is organized as an LLC that elected to be taxed as a corporation and applied for and received tax-exempt status as an organization described in Section 501(c)(3) of the Code. It is a member of the Hartford HealthCare Corporation System (HHC) of which HHC is the parent corporation. Form 990, Part VI, Section A, line 7a HHC has the authority to approve/remove members of the governing body. Form 990, Part VI, Section A, line 7b HHC has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions etc. Form 990, Part VI, Section B, line 11b The Form 990 was prepared by Hartford HealthCare's Tax Department. It was then reviewed by an independent accounting firm. It was then forwarded to the CIO of the Organization for review. The final form was provided to the entire Board prior to submission to the Internal Revenue Service (IRS). Once the entire review process was completed, the Form was signed by the Chief Investment Officer and then filed with the IRS. Form 990, Part VI, Section B, line 12c The Foundation's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the Conflict of Interest Committee ("COIC") (the Committee) which includes representation from the Medical Staff, the Legal Department, Human Services, Finance Administration, Management and Compliance. The Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/Hartford HealthCare Endowment LLC, or, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable. Form 990, Part VI, Section B, line 15 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of Hartford HealthCare Endowment LLC, established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; -The CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability. Form 990, Part VI, Section C, line 18 The Foundation's Form 990, 990T, Form 1023 and its attachments are available upon request. Form 990, Part VI, Section C, line 19 The Foundation's Financial Statements, Governing Documents and the Conflict of Interest Policy are available for inspection upon request at the Organization's address. Form 990, Part XI, line 9: Transfer to Affiliated Entity -78,071,000. 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317 Norwich CT 06360 061458837 Home Health Care CT N/A Constitution Surgery Center East LLC 174 Cross Road Waterford CT 06385 061574704 Surgery Services CT N/A CT GI Endoscopy Center LLC 4 Northwestern Drive Bloomfield CT 06002 061573358 GI Services CT N/A HHC Urgent Care Go Health LLC 2711 Centerville Road Suite 400 Willmington DE 19808 815112698 Urgent Care Services DE N/A Wallingford Endoscopy Center LLC 85 Seymour Street Suite 1000 Hartford CT 06106 824601730 Endoscopy Services CT N/A HHC Hartford Surgery Center LLC 100 Avon Meadow Lane Avon CT 06001 812637261 Surgery Services CT N/A Advanced Medical Imaging of NW CT LLC 57 Commercial Blvd Torrington CT 06790 061594854 Magnetic Resonance Imaging CT N/A Central Connecticut Endoscopy Center 440 New Britain Avenue Plainville CT 06062 141855010 Endoscopy Services CT N/A The Endoscopy Center of Northwest Connecticut LLC 245 Alvord Park Road Torrington CT 06790 061609993 Endoscopy Services CT N/A Urology Center of NW CT LLC 538 Litchfield Street Torrington CT 06790 582674029 Urology Services CT N/A Aetna Ambulance Service Inc PO Box 1150 Manchester CT 06045 060795431 Ambulance Services CT N/A C 1 Backus Medical Center Condo Assoc Inc 330 Washington Street Norwich CT 06360 061542647 Condo Association CT N/A C 1 CenConn Services Inc 100 Grand Street New Britain CT 06050 222836001 Holding Company CT N/A C 1 Hartford HealthCare Indemnity Services Ltd FB Perry Blvd 40 Church Street Hamilton BD Captive Insurance BD N/A C 1 ConnCare Inc 326 Washington Street Norwich CT 06360 061387598 Healthcare Services CT N/A C 1 HHMOB Corporation 80 Seymour Street PO Box 5037 Hartford CT 06102 061140244 Real Estate & Parking CT N/A C 1 Hartford Physician Services PC 80 Seymour Street Hartford CT 06102 061254082 Medical Services CT N/A C 1 Meriden Imaging Center 101 North PLains Industrial Road Meriden CT 06429 061541468 Imaging CT N/A S 1 Midstate Medical Group PC 435 Lewis Avenue Meriden CT 06450 204327968 Medical Services CT N/A C 1 Litchfield County Healthcare Service Corporation 540 Litfchfield Street Torrington CT 06790 061227655 Management Services CT N/A C 1 Metro Wheelchair Services Inc PO Box 300 Manchester CT 06045 060878432 Wheelchair Services CT N/A C 1 WWB Corporation 326 Washington Street Norwich CT 06360 061094836 Holding Company CT N/A C 1 Windham Professional Office Condominium Associates Inc 112 Mansfield Avenue Willimantic CT 06226 061090041 Condo Association CT N/A C 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Hartford Hospital R 12000000 FMV Hartford Hospital C 4525987 FMV The Hospital of Central Connecticut R 50000000 FMV Hartford Healthcare Home Inc C 4525987 FMV Hartford Healthcare Home Inc R 1592396 FMV The William W Backus Hospital C 125929 FMV The William W Backus Hospital R 61159942 FMV The Charlotte Hungerford Hospital C 35676454 FMV