2015-08-14T14:15:39-05:00 2014-09-30 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 117531681 990 2013-10-01 222629185 CAREGROUP INC CARE 6176671715 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 JOHN T SZUM EXECUTIVE VP AND CFO 6176671715 2015-08-13 0 CHRISTINE KAWECKI P00743140 5169187000 2015-08-10 2013 2016-03-07 17:11:31Z JOHN T SZUM 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 17390426 0 X WWW.CAREGROUP.ORG X 1984 MA SEE SCHEDULE O 14 11 23 11 2001388 0 0 0 11877516 12860986 528927 768713 2966163 3760727 15372606 17390426 0 0 0 0 5172320 6137370 0 0 0 11019676 11013115 16191996 17150485 -819390 239941 87250456 88212852 73790792 74472326 13459664 13740526 X SEE SCHEDULE O. 0 0 15052026 14641261 SEE SCHEDULE O. 15052026 1 0 0 1 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 X 12 0 1 23 1 1 1 0 0 0 0 0 0 0 0 0 0 X 14 11 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X JOHN T SZUM 6176671881 109 BROOKLINE AVENUE SUITE 300 BOSTON MA 02215 BARKER ESQ THOMAS R DIRECTOR 2.00 X 0 0 0 BUFFERD ALLAN DIRECTOR 5.00 2.00 X 0 0 0 DOWN JAMES W DIRECTOR 6.00 X 0 0 0 GEBHARDT MD MARK C DIRECTOR (EX-OFFICIO) 2.00 63.00 X 0 748985 81490 GREEN ESQ KAREN F DIRECTOR 6.00 X 0 0 0 HESTNES ESQ HAROLD DIRECTOR 6.00 X 0 0 0 JICK DANIEL J DIRECTOR (EX-OFFICIO) 2.00 5.00 X 0 0 0 MALONEY RICHARD J DIRECTOR (EX-OFFICIO) 2.00 5.00 X 0 0 0 NORKUS MICHAEL DIRECTOR 6.00 X 0 0 0 SAAL MD A KIM DIRECTOR 4.00 10.00 X 0 64531 0 SIMONS THOMAS DIRECTOR (EX-OFFICIO) 2.00 5.00 X 0 0 0 STEVENSON HOWARD H DIRECTOR (EX-OFFICIO) 2.00 2.00 X 0 0 0 STRIEDER HELEN R DIRECTOR & BOARD CHAIR 11.00 X 0 0 0 WILKINS JOHN P DIRECTOR 4.00 X 0 0 0 RICHLIN ESQ DEAN CLERK 4.00 X 0 0 0 ROBLE ESQ DANIEL VP, GEN COUNSEL & CLERK 40.00 X 335435 0 31207 SZUM JOHN EVP, CFO & TREASURER 60.00 X 536376 0 198012 MONCREIFF JANE SVP, CHIEF INVEST OFFCR 60.00 X 892796 0 46069 CLOUGH JEANETTE G PRESIDENT & CEO, MAH 65.00 X 1015135 61402 1131208 DONOVAN SHAWN VP - MARKETABLE SECURITIES 60.00 X 492428 0 45604 SAMUELS ALIZA VP - MARKETABLE SECURITIES 60.00 X 266329 0 16773 APPLEYARD JOSEPH FINANCE DIRECTOR 60.00 X 158128 0 45539 WOLFSON KAREN DIR TAX/BOND COMP OFFCR 60.00 X 163291 0 24987 3859918 874918 1620889 13 0 1 1 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVENUE BOSTON MA 02215 PAYROLL & BENEFITS 5463559 DELOITTE & TOUCHE 200 BERKELEY STREET BOSTON MA 02116 ACCOUNTING 1419824 KPMG LLP 3 CHESTNUT RIDGE ROAD MONTVALE NJ 07645 ACCOUNTING 662070 ERNST AND YOUNG 200 CLARENDON ST BOSTON MA 02116 TAX SERVICES 225765 FOLEY HOAG 155 SEAPORT BLVD BOSTON MA 02210 LEGAL SERVICES 215488 9 MANAGEMENT SERVICE FEE 900099 9110014 9110014 POOL LOAN PROGRAM 900099 3750972 3750972 12860986 28770 9188 19582 739943 0 739943 739943 11748 728195 INVESTMENT MANAGEMENT 523000 3760727 1780275 1980452 3760727 17390426 14641261 2001388 747777 2039893 1019947 1019946 2566367 2566367 234533 234533 1110757 1110757 185820 185820 293509 293509 785004 785004 1660093 1660093 15791 15791 264582 264582 145620 145620 11413 11413 3750972 3750972 3842653 3842653 DUES & SUBSCRIPTIONS 237766 237766 0 0 PARKING 5333 5333 0 0 STORAGE 379 379 0 0 17150485 15052026 2098459 0 1289923 1770500 1540072 1572256 71130000 71130000 1103372 1123069 125432 125432 0 0 11603714 11905738 583375 711289 87250456 88212852 2660792 3342326 71130000 71130000 0 73790792 74472326 X 13459664 13740526 0 0 13459664 13740526 87250456 88212852 239941 40921 0 X X 0 1 X 1 0 X X X 0 0 0 BETH ISRAEL DEACONESS MEDICAL CENTER 042103881 3 1 1 1 4527176 BETH ISRAEL DEACONESS HOSPITAL-NEEDHAM 043229679 3 1 1 1 279930 MOUNT AUBURN HOSPITAL 042103606 3 1 1 1 1924723 NEW ENGLAND BAPTIST HOSPITAL 042103612 3 1 1 1 994045 HMFP AT BETH ISRAEL DEACONESS MEDICAL CENTRE 222768204 9 1 1 1 778394 MEDICAL CARE OF BOSTON MANAGEMENT CORP DBA AFFILIATED PHYSICIANS GROUP 042810972 9 1 1 1 166789 BETH ISRAEL DEACONESS HOSPITAL-MILTON INC 042103604 3 1 1 1 320177 BETH ISRAEL DEACONESS HOSPITAL-PLYMOUTH INC 222667354 3 1 1 1 118780 8 9110014 0 0 0 0 0 0 0 0 1 0 PART II-B, LINE 1: AS PREVIOUSLY NOTED, CAREGROUP IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), MOUNT AUBURN HOSPITAL (MAH) AND NEW ENGLAND BAPTIST HOSPITAL (NEBH). OCCASIONALLY, THESE ENTITIES ENGAGE IN SOME LOBBYING EFFORTS ON BEHALF OF THEMSELVES, CAREGROUP, INC. AND OTHER AFFILIATED NETWORK ENTITIES. ADDITIONALLY, FROM TIME TO TIME CAREGROUP, INC. PAYS DUES TO CERTAIN MEMBERSHIP ORGANIZATIONS, A PIECE OF WHICH MAY BE USED BY SUCH ORGANIZATIONS FOR LOBBYING ACTIVITIES ON BEHALF OF THIS INSTITUTION AND OTHER SIMILARLY SITUATED ORGANIZATIONS. TOTAL LOBBYING EXPENDITURES ON BEHALF OF CAREGROUP, INC. WERE MINIMAL AND NOT SUBSTANTIAL BASED ON REVENUES. 125432 125432 0 0 INVESTMENTS HELD THROUGH CAREGROUP 11905738 F 11905738 X 2740419000 2723028574 2723028574 17390426 0 17390426 2707936000 2690785515 2690785515 17150485 0 17150485 PART X, LINE 2: THE TEXT OF THE FOOTNOTE TO THE CONSOLIDATED FINANCIAL STATEMENTS THAT ADDRESSES THE ORGANIZATION'S LIABILITY FOR UNCERTAIN TAX POSITIONS IS AS FOLLOWS: THE CORPORATION RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED AT THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN FIFTY PERCENT LIKELY TO BE REALIZED UPON SETTLEMENT. CHANGES IN MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN JUDGMENT OCCURS. THE MEDICAL CENTER DID NOT RECOGNIZE THE EFFECT OF ANY INCOME TAX POSITIONS IN EITHER 2014 OR 2013. PART XI, LINE 2D - OTHER ADJUSTMENTS: CONSOLIDATED AFFILIATES NET OF ELIMINATIONS 2,723,028,574. PART XII, LINE 2D - OTHER ADJUSTMENTS: CONSOLIDATED AFFILIATES NET OF ELIMINATIONS 2,690,785,515. CENTRAL AMERICA & CARIBBEAN 0 0 INVESTMENTS 1565686 EAST ASIA & PACIFIC 0 0 INVESTMENTS 19810 EUROPE 0 0 INVESTMENTS 73437 NORTH AMERICA 0 0 INVESTMENTS 66879 SOUTH AMERICA 0 0 INVESTMENTS 16991 CENTRAL AMERICA & CARIBBEAN 0 0 PROGRAM SERVICES JOINTLY OWNED FOREIGN INSURANCE 7555619 0 0 0 0 0 0 9298422 0 9298422 1 0 1 1 0 0 SCHEDULE F PART IV FOREIGN FORMS ALTHOUGH CAREGROUP WAS AN INDIRECT TRANSFEROR OF FUNDS TO A FOREIGN CORPORATION DURING THE PERIOD COVERED BY THIS FILING, SUCH TRANSFERS DID NOT RESULT IN AN OBLIGATION TO FILE FORM 926, RETURN OF A U.S. TRANSFEROR OF PROPERTY TO A FOREIGN CORPORATION. ALTHOUGH CAREGROUP WAS AN INDIRECT SHAREHOLDER OF A PASSIVE FOREIGN INVESTMENT COMPANY OR A QUALIFIED ELECTING FUND DURING THE PERIOD COVERED BY THIS FILING, SUCH TRANSFERS DID NOT RESULT IN AN OBLIGATION TO FILE FORM 8621, INFORMATION RETURN BY A SHAREHOLDER OF A PASSIVE FOREIGN INVESTMENT COMPANY OR QUALIFIED ELECTING FUND. X 0 1 X X X X X 0 1 0 0 0 0 0 1 0 GEBHARDT MD MARK C DIRECTOR (EX-OFFICIO) 0 731294 0 0 0 17691 0 60990 0 20500 0 830475 0 0 ROBLE ESQ DANIEL VP, GEN COUNSEL & CLERK 296269 0 0 0 39166 0 12750 0 18457 0 366642 0 0 0 SZUM JOHN EVP, CFO & TREASURER 408675 0 78000 0 49701 0 167650 0 30362 0 734388 0 0 0 MONCREIFF JANE SVP, CHIEF INVEST OFFCR 551037 0 275000 0 66759 0 12750 0 33319 0 938865 0 0 0 CLOUGH JEANETTE G PRESIDENT & CEO, MAH 532511 0 431050 1450 51574 59952 394612 717450 19146 0 1428893 778852 0 0 DONOVAN SHAWN VP - MARKETABLE SECURITIES 326857 0 100000 0 65571 0 12750 0 32854 0 538032 0 0 0 SAMUELS ALIZA VP - MARKETABLE SECURITIES 211145 0 55000 0 184 0 0 0 16773 0 283102 0 0 0 APPLEYARD JOSEPH FINANCE DIRECTOR 147414 0 0 0 10714 0 20573 0 24966 0 203667 0 0 0 WOLFSON KAREN DIR TAX/BOND COMP OFFCR 163078 0 0 0 213 0 16597 0 8390 0 188278 0 0 0 PART I, LINE 1A EXPLANATORY FOOTNOTES AS REQUIRED BY THIS FORM 990, SCHEDULE J, COMPENSATION INFORMATION, THE COMPENSATION DETAIL INCLUDED IN CAREGROUP FORM 990 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 IS CALENDAR YEAR 2013 DETAIL. GROSS-UP PAYMENTS AS NOTED BELOW, CAREGROUP, INC. (CAREGROUP) IS A PARTICIPATING EMPLOYER IN THE BETH ISRAEL DEACONESS MEDICAL CENTER, INC. ANNUITY RETIREMENT PLAN. INDIVIDUALS WHO QUALIFY AS PARTICIPANTS IN THIS PLAN, RECEIVE CURRENTLY TAXABLE INCOME, A PORTION OF WHICH IS DEFINED AS A GROSS-UP PAYMENT PURSUANT TO THE PLAN DOCUMENT. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN AS NOTED ABOVE, DURING THE 2013 CALENDAR YEAR, CAREGROUP WAS A PARTICIPATING EMPLOYER IN THE BETH ISRAEL DEACONESS MEDICAL CENTER ANNUITY RETIREMENT PLAN WHICH, UNDER THE DEFINITIONS TO THIS FORM 990, IS CONSIDERED A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. PARTICIPANTS RECEIVED BOTH CURRENTLY TAXABLE AND DEFERRED BENEFITS FROM THIS PLAN. CAREGROUP IS ALSO A PARTICIPATING EMPLOYER IN THE IRC SEC. 457 PLAN MAINTAINED BY THE MEDICAL CENTER. PURSUANT TO THE PLAN DESIGN, ELIGIBLE EMPLOYEES CAN DEFER PART OF THEIR COMPENSATION. THIS PLAN IS STRICTLY EMPLOYEE FUNDED WITH NO EMPLOYER DEFERRALS. UNDER THE DEFINITIONS TO THIS FORM 990, THIS PLAN IS CONSIDERED A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. AMOUNTS DEFERRED BY PARTICIPANTS ARE INCLUDED IN FORM 990 SCHEDULE J PART II COLUMN B(III), OTHER REPORTABLE COMPENSATION, IN ACCORDANCE WITH THE INSTRUCTIONS TO THIS FORM 990. ADDITIONAL INFORMATION IS INCLUDED WITH THE EXPLANATORY NOTES TO SCHEDULE J BELOW. PART I, LINE 7 NON-FIXED PAYMENTS THE CAREGROUP EXECUTIVE COMPENSATION PACKAGES AND CERTAIN EMPLOYEE COMPENSATION PACKAGES INCLUDE OPPORTUNITIES TO EARN INCENTIVE COMPENSATION BASED ON A COMBINATION OF MEETING OR EXCEEDING PRE-DETERMINED GOALS. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES REPORTABLE COMPENSATION LISTED IN FORM 990 PART VII INCLUDES BASE COMPENSATION, INCENTIVE COMPENSATION AND OTHER REPORTABLE COMPENSATION AS REPORTED IN FORM 990 SCHEDULE J. OTHER COMPENSATION LISTED IN FORM 990 PART VII INCLUDES DEFERRED COMPENSATION AND NON-TAXABLE BENEFITS AS REPORTED IN FORM 990 SCHEDULE J. OTHER REPORTABLE COMPENSATION: AMOUNTS NOT OTHERWISE SEPARATELY NOTED IN THIS RETURN BUT QUANTIFIED IN OTHER REPORTABLE COMPENSATION INCLUDE AMOUNTS FROM ONE OR MORE OF THE FOLLOWING ITEMS: AMOUNTS DEFERRED BY THE EMPLOYEE (PLUS EARNINGS) UNDER FULLY VESTED 457(B) PLAN; INCREASE/DECREASE IN VALUE OF NONQUALIFIED FULLY VESTED 457(B) PLAN; TAXABLE EMPLOYER-SUBSIDIZED PARKING; TAXABLE MOVING EXPENSES; EARNED TIME CASHED; TAXABLE LIFE, DISABILITY, OR LONG-TERM CARE INSURANCE; AND OTHER TAXABLE RETIREMENT BENEFITS. DEFERRED COMPENSATION: AMOUNTS NOT OTHERWISE SEPARATELY NOTED BUT QUANTIFIED IN DEFERRED COMPENSATION INCLUDE AMOUNTS FROM ONE OR MORE OF THE FOLLOWING ITEMS: EMPLOYER CONTRIBUTIONS TO 401K RETIREMENT PLAN, EMPLOYER CONTRIBUTIONS TO 403B RETIREMENT PLAN, EMPLOYER CONTRIBUTION TO PENSION PLAN. NON-TAXABLE BENEFITS: AMOUNTS NOT OTHERWISE SEPARATELY NOTED BUT QUANTIFIED IN NON-TAXABLE BENEFITS INCLUDE AMOUNTS FROM ONE OR MORE OF THE NON-TAXABLE BENEFITS: EMPLOYEE CONTRIBUTIONS TO HEALTH INSURANCE, EMPLOYER CONTRIBUTIONS TO HEALTH INSURANCE, EMPLOYEE CONTRIBUTIONS TO FLEXIBLE SPENDING ACCOUNTS FOR DEPENDENT CARE AND/OR MEDICAL REIMBURSEMENT, GROUP TERM LIFE INSURANCE, DISABILITY INSURANCE. ALL DIRECTORS SERVE WITHOUT COMPENSATION OR BENEFITS. COMPENSATION PAID TO OFFICERS, DIRECTORS, OR KEY EMPLOYEES WAS EARNED FOR WORK PERFORMED IN A CAPACITY OTHER THAN THAT OF DIRECTOR, AS DENOTED BY THE LISTED TITLES. BETH ISRAEL DEACONESS MEDICAL CENTER AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER MAY BE REFERRED TO IN THESE EXPLANATORY NOTES TO FORM 990 PART VII AND FORM 990 SCHEDULE J AS BIDMC AND HMFP RESPECTIVELY. IN ADDITION, THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE/HARVARD MEDICAL SCHOOL MAY BE REFERRED TO AS PFHC, HMS OR PFHC/HMS. BARKER, ESQ., THOMAS R. DIRECTOR - CAREGROUP, INC. MR. BARKER DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. BUFFERD, ALLAN DIRECTOR - CAREGROUP, INC. DIRECTOR AND TREASURER - BETH ISRAEL DEACONESS MEDICAL CENTER MR. BUFFERD DEVOTES, ON AVERAGE, 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DOWN, JAMES W. DIRECTOR - CAREGROUP, INC. MR. DOWN DEVOTES, ON AVERAGE, 6 HOURS PER WEEK TO THE REPORTING ORGANIZATION. GEBHARDT, M.D., MARK C. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. DIRECTOR AND BOARD CHAIR, AND CHAIRMAN OF ORTHOPEDIC SURGERY - HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER CHIEF OF ORTHOPEDIC SURGERY - BETH ISRAEL DEACONESS MEDICAL CENTER DIRECTOR - LONGWOOD MEDICAL INTERNATIONAL FOUNDATION DIRECTOR AND PRESIDENT - BETH ISRAEL DEACONESS ORTHOPAEDIC SURGERY FOUNDATION FREDERIC W. & JANE M. ILFELD PROFESSOR OF ORTHOPEDIC SURGERY - HARVARD MEDICAL SCHOOL DR. GEBHARDT DEVOTES, ON AVERAGE, A COMBINED 65 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DR. GEBHARDT PERFORMS SERVICES FOR BOTH HMFP AND BIDMC. AS REQUIRED BY THIS FORM 990, ALTHOUGH DR. GEBHARDT IS PAID DIRECTLY BY HMFP, THE PORTION OF DR. GEBHARDT'S COMPENSATION ATTRIBUTABLE TO EACH POSITION HAS BEEN SEPARATELY REPORTED ON THIS FORM 990, AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY HMFP: BASE COMPENSATION: 365,647 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 8,845 DEFERRED COMPENSATION: 30,495 NON-TAXABLE BENEFITS: 10,250 PAYMENTS REPORTED BY BIDMC: BASE COMPENSATION: 365,647 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 8,846 DEFERRED COMPENSATION: 30,495 NON-TAXABLE BENEFITS: 10,250 AS REQUIRED IN THIS FORM 990, COMPENSATION REPORTED BY HMFP AND BIDMC FOR THE 2013 CALENDAR YEAR INCLUDES THE FOLLOWING PAYMENTS FROM THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE/HARVARD MEDICAL SCHOOL RELATED TO DR. GEBHARDT'S POSITION AS CHIEF OF THE BIDMC DEPARTMENT OF ORTHOPEDIC SURGERY, CHAIR OF THE HMFP DEPARTMENT OF ORTHOPEDIC SURGERY AND FREDERIC W. & JAMES M. ILFELD PROFESSOR OF ORTHOPEDIC SURGERY, HARVARD MEDICAL SCHOOL: $92,974 BASE AND OTHER REPORTABLE COMPENSATION, $9,990 DEFERRED COMPENSATION AND $20,250 NON-TAXABLE BENEFITS. SCHEDULE J EXPLANATORY FOOTNOTES (CONTINUED) GREEN, ESQ., KAREN F. DIRECTOR - CAREGROUP, INC. MS. GREEN DEVOTES, ON AVERAGE, 6 HOURS PER WEEK TO THE REPORTING ORGANIZATION. HESTNES, ESQ., HAROLD DIRECTOR - CAREGROUP, INC. MR. HESTNES DEVOTES, ON AVERAGE, 6 HOURS PER WEEK TO THE REPORTING ORGANIZATION. JICK, DANIEL J. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. DIRECTOR AND BOARD CHAIR - BETH ISRAEL DEACONESS MEDICAL CENTER MR. JICK DEVOTES, ON AVERAGE, A COMBINED 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. MR. JICK'S TERM ON THE CAREGROUP, INC. BOARD BEGAN OCTOBER 1, 2013. MALONEY, RICHARD J. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. DIRECTOR AND BOARD CHAIR - NEW ENGLAND BAPTIST HOSPITAL MR. MALONEY DEVOTES, ON AVERAGE, A COMBINED 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. NORKUS, MICHAEL DIRECTOR - CAREGROUP, INC. MR. NORKUS DEVOTES, ON AVERAGE, 6 HOURS PER WEEK TO THE REPORTING ORGANIZATION. SAAL, M.D., A. KIM DIRECTOR - CAREGROUP, INC. TRUSTEE AND CHIEF, DIVISION OF CARDIOLOGY - MOUNT AUBURN HOSPITAL INSTRUCTOR IN MEDICINE - HARVARD MEDICAL SCHOOL DR. SAAL DEVOTED, ON AVERAGE, A COMBINED 14 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. PAYMENTS REPORTED BY MOUNT AUBURN HOSPITAL: BASE COMPENSATION: 64,531 AS REQUIRED BY THIS FORM 990, COMPENSATION REPORTED BY MOUNT AUBURN HOSPITAL FOR THE 2013 CALENDAR YEAR INCLUDES $64,531 PAID TO DR. SAAL BY MOUNT AUBURN CARDIOLOGY ASSOCIATES AND RELATED TO DR. SAAL'S POSITION AS CHIEF OF THE DIVISION OF CARDIOLOGY AT MOUNT AUBURN HOSPITAL. SIMONS, THOMAS DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. TRUSTEE & BOARD CHAIR - MOUNT AUBURN HOSPITAL TRUSTEE MOUNT AUBURN PROFESSIONAL SERVICES MR. SIMONS DEVOTES, ON AVERAGE, A COMBINED 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. STEVENSON, HOWARD H. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. TRUSTEE - MOUNT AUBURN HOSPITAL TRUSTEE - MOUNT AUBURN PROFESSIONAL SERVICES MR. STEVENSON DEVOTES, ON AVERAGE, A COMBINED 4 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. STRIEDER, HELEN R. DIRECTOR AND BOARD CHAIR - CAREGROUP, INC. MS. STRIEDER DEVOTES, ON AVERAGE, 11 HOURS PER WEEK TO THE REPORTING ORGANIZATION. WILKINS, JOHN P. DIRECTOR - CAREGROUP, INC. MR. WILKINS DEVOTES, ON AVERAGE, 4 HOURS PER WEEK TO THE REPORTING ORGANIZATION. RICHLIN, ESQ., DEAN CLERK - CAREGROUP, INC. MR. RICHLIN DEVOTES, ON AVERAGE, 4 HOURS PER WEEK TO THE REPORTING ORGANIZATION. MR. RICHLIN'S TERM AS CLERK ENDED MAY 29, 2014. ROBLE, ESQ., DANIEL VICE PRESIDENT, GENERAL COUNSEL AND CLERK - CAREGROUP, INC. MR. ROBLE DEVOTES, ON AVERAGE, 40 HOURS PER WEEK TO THE REPORTING ORGANIZATION. MR. ROBLE'S TERM AS CLERK BEGAN MAY 29, 2014. PAYMENTS MADE BY CAREGROUP, INC. BASE COMPENSATION: 296,269 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 39,166 DEFERRED COMPENSATION: 12,750 NON-TAXABLE BENEFITS: 18,457 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. ROBLE INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $49,706. SCHEDULE J EXPLANATORY FOOTNOTES (CONTINUED) SZUM, JOHN T. EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER - CAREGROUP, INC. TREASURER, CAREGROUP, INC. MR. SZUM DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS MADE BY CAREGROUP, INC. BASE COMPENSATION: 408,675 BONUS AND INCENTIVE COMPENSATION: 78,000 OTHER REPORTABLE COMPENSATION: 49,701 DEFERRED COMPENSATION: 167,650 NON-TAXABLE BENEFITS: 30,362 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. SZUM INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $60,562. DEFERRED COMPENSATION REPORTED BY CAREGROUP INCLUDES AN ACTUARIAL CHANGE IN THE PROJECTED BENEFIT OBLIGATION OF MR. SZUM'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) DURING THE 2013 CALENDAR YEAR IN THE AMOUNT OF $151,037. UNDER ORDINARY CIRCUMSTANCES THE SERP DOES NOT VEST UNTIL 2022. MONCREIFF, JANE SENIOR VICE PRESIDENT AND CHIEF INVESTMENT OFFICER - CAREGROUP, INC. MS. MONCREIFF DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 551,037 INCENTIVE COMPENSATION: 275,000 OTHER REPORTABLE COMPENSATION: 66,759 DEFERRED COMPENSATION: 12,750 NON-TAXABLE BENEFITS: 33,319 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. MONCREIFF INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $60,562. OTHER REPORTABLE COMPENSATION FOR MS. MONCREIFF INCLUDES A CONTRIBUTION TO A 457(B) PLAN IN THE AMOUNT OF $17,500. CLOUGH, JEANETTE G. TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER - MOUNT AUBURN HOSPITAL TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER - MOUNT AUBURN PROFESSIONAL SERVICES MS. CLOUGH DEVOTES, ON AVERAGE, A COMBINED 65 HOURS PER WEEK TO THE RELATED ENTITIES FOR THE POSITIONS LISTED HERE. IN HER POSITIONS AS PRESIDENT & CHIEF EXECUTIVE OFFICER FOR MOUNT AUBURN HOSPITAL (MAH) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), MS. CLOUGH RECEIVES PAYMENTS DIRECTLY FROM MAH AS WELL AS FROM CAREGROUP, THE SOLE MEMBER OF MAH, AN ENTITY EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND A SUPPORT ORGANIZATION OF MAH. ADDITIONALLY, MS. CLOUGH PERFORMS SERVICES FOR BOTH MAH AND MAPS BUT NOT DIRECTLY FOR CAREGROUP AND HER COMPENSATION IS FURTHER OUTLINED BELOW. PAYMENTS MADE BY CAREGROUP AND REPORTED BY MOUNT AUBURN HOSPITAL AND MOUNT AUBURN PROFESSIONAL SERVICES: BASE COMPENSATION: 532,511 INCENTIVE COMPENSATION: 431,050 OTHER REPORTABLE COMPENSATION: 51,574 DEFERRED COMPENSATION: 394,612 NON-TAXABLE BENEFITS: 19,146 PAYMENTS MADE BY MOUNT AUBURN HOSPITAL AND REPORTED BY MOUNT AUBURN HOSPITAL AND MOUNT AUBURN PROFESSIONAL SERVICES: BASE COMPENSATION: 0 INCENTIVE COMPENSATION: 1,450 OTHER REPORTABLE COMPENSATION: 59,952 DEFERRED COMPENSATION: 717,450 NON-TAXABLE BENEFITS: 0 INCENTIVE COMPENSATION REPORTED FOR THE 2013 CALENDAR YEAR INCLUDES 1) PAYMENTS IN 2013 PURSUANT TO A LONG TERM INCENTIVE PLAN RELATED TO MOUNT AUBURN HOSPITAL'S FISCAL YEAR ENDED SEPTEMBER 30, 2012 IN THE AMOUNT OF $225,000 AND 2) A PAYMENT PURSUANT TO AN ANNUAL INCENTIVE PLAN RELATED TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2012 IN THE AMOUNT OF $225,000. AS REQUIRED BY THIS FORM 990, THESE INCENTIVE COMPENSATION PAYMENTS WERE REPORTED AS DEFERRED COMPENSATION IN THE PRIOR YEAR FORM 990. DEFERRED COMPENSATION REPORTED BY MOUNT AUBURN HOSPITAL FOR THE 2013 CALENDAR YEAR INCLUDES AN ACTUARIAL CHANGE IN THE PROJECTED BENEFIT OBLIGATION OF MS. CLOUGH'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) OF $698,500. THE SERP DOES NOT VEST UNTIL MS. CLOUGH REACHES AGE 62. DEFERRED COMPENSATION REPORTED FOR THE 2013 CALENDAR YEAR ALSO INCLUDES TWO INCENTIVE PAYMENTS RELATED TO THE SERVICES MS. CLOUGH PERFORMED DURING MOUNT AUBURN'S FISCAL YEAR ENDED SEPTEMBER 30, 2013 BUT WHICH WERE NOT PAID TO MS. CLOUGH UNTIL AFTER MARCH 15, 2014 -- ONE IN THE AMOUNT OF $200,000 RELATED TO AN ANNUAL INCENTIVE PLAN, AND ANOTHER FOR $200,000 RELATED TO A LONG TERM INCENTIVE PLAN. OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. CLOUGH INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $60,562. ADDITIONALLY, OTHER REPORTABLE COMPENSATION IN THE AMOUNT OF $18,950 WAS REPORTED AS DEFERRED COMPENSATION IN THE PRIOR YEAR FORM 990, AS REQUIRED. SCHEDULE J EXPLANATORY FOOTNOTES (CONTINUED) DONOVAN, SHAWN VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MR. DONOVAN DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 326,857 INCENTIVE COMPENSATION: 100,000 OTHER REPORTABLE COMPENSATION: 65,571 DEFERRED COMPENSATION: 12,750 NON-TAXABLE BENEFITS: 32,854 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. DONOVAN INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $60,456. OTHER REPORTABLE COMPENSATION FOR MR. DONOVAN INCLUDES A CONTRIBUTION TO A 457(B) PLAN IN THE AMOUNT OF $17,500. SAMUELS, ALIZA VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MS. SAMUELS DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 211,145 INCENTIVE COMPENSATION: 55,000 OTHER REPORTABLE COMPENSATION: 184 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 16,773 APPLEYARD. JOSEPH DIRECTOR, CORPORATE FINANCE - CAREGROUP, INC. MR. APPLEYARD DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 147,414 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 10,714 DEFERRED COMPENSATION: 20,573 NON-TAXABLE BENEFITS: 24,966 OTHER REPORTABLE COMPENSATION FOR MR. APPLEYARD INCLUDES A CONTRIBUTION TO A 457(B) PLAN IN THE AMOUNT OF $10,400. WOLFSON, KAREN DIRECTOR, TAXATION AND BOND COMPLIANCE OFFICER - CAREGROUP, INC. MS. WOLFSON DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 163,078 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 213 DEFERRED COMPENSATION: 16,597 NON-TAXABLE BENEFITS: 8,390 A MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2012-07-11 49910000 REFUND ISSUES DATED 2/11/1998 0 0 0 B MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2011-09-15 120280000 REFUND ISSUES DATED 2/11/1998 0 0 0 C MA HLTH & ED FAC AUTH 042456011 57586C3S2 2008-06-09 377527010 REFUND ISSUES DATED 1/19/1989; 9/23/1992; 8/12/2004; & CAPITAL PROJECTS 0 0 0 D MA HLTH & ED FAC AUTH 042456011 57586CDK8 2004-08-12 187125000 REFUND ISSUES DATED 9/23/1992; 11/9/1994 0 0 0 A 49910000 368094 49541906 1 0 1 1 B 29700000 120280000 290672 119989328 1 0 1 1 C 75420000 378911689 27356617 3929290 134556855 213068927 2011 1 0 1 1 D 154175000 187125000 1796643 7991727 177336630 1 0 1 1 C 0 1 1 1 0 0.00600 0.00100 0.00700 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 0 1 0 0 0 0 0 1 C 0 0 0 1 0 0 0 0 1 D 0 0 1 0 1 1 CITI BANK 21.000000000000 0 1 0 0 1 A 1 B 1 C 1 D 1 SCHEDULE K - EXPLANATORY STATEMENT CAREGROUP, INC., (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED THAT SERVES AS A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER, BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, BETH ISRAEL DEACONESS HOSPITAL - MILTON, MOUNT AUBURN HOSPITAL, NEW ENGLAND BAPTIST HOSPITAL AND THESE ENTITIES PHYSICIAN GROUPS AND AFFILIATED ENTITIES OTHER CAREGIVERS. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP AND SOME OF ITS AFFILIATES JOINTLY BORROW DEBT AS AN OBLIGATED GROUP. THE OBLIGATED GROUP MEMBERS ARE: CAREGROUP, BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER), MOUNT AUBURN HOSPITAL (MAH), NEW ENGLAND BAPTIST HOSPITAL (NEBH), BETH ISRAEL DEACONESS - NEEDHAM (BID-NEEDHAM), MOUNT AUBURN PROFESSIONAL SERVICES (MAPS) AND MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG). THE INFORMATION REPORTED ON SCHEDULE K FOR BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER) REFLECTS THE COMBINED CAREGROUP OBLIGATED GROUP DEBT ISSUED AFTER DECEMBER 31, 2002 WITH AN OUTSTANDING PRINCIPAL BALANCE IN EXCESS OF $100,000. SCHEDULE K PART 1F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES E BONDS: - TO FINANCE OR REFINANCE VARIOUS RENOVATION AND CONSTRUCTION PROJECTS AND CAPITAL EQUIPMENT ACQUISITIONS FOR THE MEDICAL CENTER - TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR MAH'S NEW AND EXPANDED FACILITIES WITH APPROXIMATELY 250,000 SQUARE FEET OF NEW AND RENOVATED SPACE TO INCLUDE: A NEW SIX-STORY ACUTE CARE FACILITY TO SUPPORT ADDITIONAL CRITICAL CARE AND MEDICAL /SURGICAL BEDS, EXPANDED OPERATING ROOMS AND INTERVENTIONAL RADIOLOGY ROOMS AND A NEW PARKING GARAGE - TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR NEBH'S MASTER FACILITY PLAN, INCLUDING A NEW ATRIUM OF APPROXIMATELY 2,740 SQUARE FEET, A PRE-OPERATIVE AND POST ANESTHESIA UNIT OF APPROXIMATELY 14, 310 SQUARE FEET, CONSTRUCTION OF A CENTRAL STERILE SUPPLY AREA OF APPROXIMATELY 8,290 SQUARE FEET AND CONSTRUCTION OF NEW OPERATING ROOMS OF APPROXIMATELY 18,615 SQUARE FEET; - TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR BID-NEEDHAM'S NEW AND EXPANDED FACILITIES INCLUDING AN APPROXIMATELY 59,000 SQUARE FOOT PROJECT ON TWO FLOORS TO RENOVATE AND EXPAND SERVICES IN THE EMERGENCY DEPARTMENT, INPATIENT UNITS, RADIOLOGY DEPARTMENT AND ASSOCIATED SUPPORT SERVICES; - TO REFINANCE $201,975,000 OF DEBT PREVIOUSLY ISSUED BY MEMBERS OF THE OBLIGATED GROUP, INCLUDING $138,075,000 OF THE CAREGROUP SERIES C BONDS DESCRIBED BELOW. PURPOSES OF CAREGROUP SERIES D BONDS: - REFUNDING OF THE OUTSTANDING PRINCIPAL BALANCE OF THE MAH SERIES B BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 13, 2004 PURPOSES OF CAREGROUP SERIES C BONDS: - REFUNDING OF THE OUTSTANDING PRINCIPAL BALANCE OF THE BETH ISRAEL HOSPITAL ASSOCIATION SERIES G BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 13, 2004 PURPOSES OF CAREGROUP SERIES F BONDS: - REFUNDING OF A PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE CAREGROUP SERIES A BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED SEPTEMBER 1, 2011 PURPOSES OF CAREGROUP SERIES G BONDS: - REFUNDING THE REMAINING PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE CAREGROUP SERIES A BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 1,2012 SCHEDULE K PART II COLUMN C LINE 3 THE TOTAL PROCEEDS OF THE ISSUE EXCEED THE ISSUE PRICE DUE TO THE INVESTMENT EARNINGS ON THE PROJECT FUND. SCHEDULE K PART II COLUMNS A, B AND D LINE 11 - OTHER SPENT PROCEEDS THE OTHER SPENT PROCEEDS ARE THE PROCEEDS USED TO REFUND PRIOR ISSUE(S). THE AMOUNTS ARE NOT LISTED ON LINE 6 BECAUSE THEY ARE NO LONGER IN ESCROW. SCHEDULE K PART II, COLUMN C, LINE 11 OF THE PROCEEDS LISTED, $8,993,760 WERE USED FOR TERMINATION OF THE HEDGE AGREEMENT, WITH THE REMAINDER USED FOR REFUNDING PURPOSES OF THE ISSUE. SCHEDULE K PART III QUESTIONS 2 AND 3 FACILITIES FINANCED WITH TAX-EXEMPT BONDS ARE PRIMARILY OCCUPIED BY CAREGROUP AND ITS AFFILIATED TAX-EXEMPT ENTITIES, INCLUDING BUT NOT LIMITED TO THE MEDICAL CENTER, BID-NEEDHAM, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER NEBH, NEW ENGLAND BAPTIST MEDICAL ASSOCIATES, MAH, MAPS AND APG. SOME FINANCED SPACE MAY CONTAIN LEASE ARRANGEMENTS, AND THE AFFILIATES WHICH OWN THE DEBT FINANCED SPACE MAY OPT TO ENGAGE A MANAGEMENT SERVICES COMPANY (I.E. CLEANING, PATIENT TRANSPORT, AND FOOD SERVICES) OR ENGAGE IN RESEARCH PURSUANT TO RESEARCH AGREEMENTS WITHIN TAX EXEMPT DEBT FINANCED SPACE. ANY SUCH AGREEMENTS IN PLACE AS OF SEPTEMBER 30, 2014 WERE REVIEWED TO ENSURE PROPER ACCOUNTING OF ANY PRIVATE USE GENERATED FROM SUCH ACTIVITIES. IN ADDITION, SUCH AGREEMENTS ARE GENERALLY REVIEWED BY INSIDE COUNSEL PRIOR TO FINALIZING. SCHEDULE K PART IV COLUMN C, LINE 2C AN ARBITRAGE REBATE CALCULATION WAS COMPLETED AS OF SEPTEMBER 30, 2012. SCHEDULE K PART IV COLUMN D, LINE 2C AN ARBITRAGE REBATE CALCULATION WAS COMPLETED AS OF SEPTEMBER 30, 2013. SCHEDULE K PART IV, COLUMN D, LINE 4C AT THE TIME OF ISSUE, THE CAREGROUP OBLIGATED GROUP ENTERED INTO THREE FLOATING-TO-FIXED INTEREST RATE SWAPS, TWO OF WHICH HAD 21 YEAR MATURITY DATES AND THE THIRD HAD A 20 YEAR MATURITY. THESE HEDGES WERE TERMINATED IN 2008. CRICORMF CRICO A. BUFFERD - TRUSTEE 32903263 INSURANCE 0 FOLEY HOAG LLP D. RICHLIN, ESQ. - TRUSTEE 215488 SERVICES 0 SCHEDULE L PART IV - BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS ALLAN BUFFERD, SERVES AS THE TREASURER AND AS A BOARD MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC). HE ALSO SERVES ON THE CAREGROUP BOARD OF DIRECTORS AND CAREGROUP SERVES AS THE SOLE MEMBER OF BIDMC. IN ADDITION, MR. BUFFERD SERVED AS THE BOARD CHAIRMAN OF THE RISK MANAGEMENT FOUNDATION OF THE HARVARD MEDICAL INSTITUTIONS, INC. (CRICO/RMF), CONTROLLED RISK INSURANCE COMPANY, LTD (CRICO CAYMAN) AND CONTROLLED RISK INSURANCE COMPANY OF VERMONT, INC, (A RISK RETENTION GROUP) (CRICO VERMONT) THROUGH DECEMBER 31, 2013. HE CONTINUES TO SIT ON THE RMF BOARD. DR. JAMES MANDELL, WHO ALSO SITS ON THE BIDMC BOARD, BECAME THE BOARD CHAIRMAN OF CRICO/RMF, CRICO CAYMAN AND CRICO VERMONT EFFECTIVE JANUARY 1, 2014. CRICO VERMONT IS A WHOLLY-OWNED SUBSIDIARY OF CRICO/RMF. IN ADDITION, KEVIN TABB, BIDMC PRESIDENT AND CHIEF EXECUTIVE OFFICER, ALSO HOLDS A POSITION ON THE CRICO/RMF BOARD.CAREGROUP IS THE SOLE MEMBER AND A SUPPORTING ORGANIZATION OF BIDMC, WHICH IN TURN SERVES AS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, BETH ISRAEL DEACONESS HOSPITAL - MILTON AND BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH. CAREGROUP IS A CRICO CAYMAN SHAREHOLDER AND CRICO/RMF MEMBER AND THROUGH CAREGROUP, THESE ENTITIES PURCHASE PHYSICIAN PROFESSIONAL LIABILITY INSURANCE AND GENERAL LIABILITY INSURANCE. IN ADDITION, CAREGROUP AND ITS AFFILIATES ARE ENTITLED TO REPRESENTATION ON THE VARIOUS CRICO BOARDS PURSUANT TO THE CAREGROUP SHAREHOLDER/MEMBER INTEREST IN THE CRICO ENTITIES.FOR THE PERIOD COVERED BY THIS FILING, THESE ENTITIES COMBINED PAID $32,903,263 TO THE CRICO ENTITIES FOR THIS INSURANCE COVERAGE. ALL CRICO/RMF AND CRICO CAYMAN SHAREHOLDERS ARE ENTITIES EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. AMOUNTS RELATED TO CRICO CAYMAN HAVE BEEN REPORTED ON FORM 990 SCHEDULE F, STATEMENT OF ACTIVITIES OUTSIDE THE UNITED STATES, FOR CAREGROUP INC. AND ITS AFFILIATES AS REQUIRED BY FORM 990. DEAN RICHLIN, ESQ. SERVED AS THE CAREGROUP CLERK UNTIL MAY 29, 2014. ATTORNEY RICHLIN IS A PARTNER AT FOLEY HOAG, LLP. FOLEY HOAG PROVIDED LEGAL SERVICES TO CAREGROUP DURING THE PERIOD COVERED BY THIS FILING AND PAYMENTS PAID FOR THESE SERVICES TOTALED $215,488. RATES FOR SERVICES PROVIDED WERE AT STANDARD RATES AND ARE COMPETITIVE WITH THOSE OF SIMILAR LAW FIRMS.CAREGROUP AND EACH OF ITS AFFILIATES MAINTAIN ACCOUNTABLE BUSINESS EXPENSE REIMBURSEMENT PLANS. FROM TIME TO TIME, THESE ENTITIES MAY REIMBURSE ITS OFFICERS, DIRECTORS/TRUSTEES AND/OR KEY EMPLOYEES FOR EXPENSES THEY INCURRED AND WHICH ARE PROPERLY ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE REPORTING ENTITY. THE POLICIES AND PROCEDURES REQUIRED BY THE ACCOUNTABLE BUSINESS PLAN MUST BE FOLLOWED IN ORDER TO RECEIVE REIMBURSEMENT FOR SUCH EXPENSES AND IT IS POSSIBLE THAT ONE OR MORE INDIVIDUALS RECEIVED NON-TAXABLE REIMBURSEMENTS WHICH TOTALED $10,000 OR MORE DURING THE FISCAL PERIOD COVERED BY THIS FILING.ALL OF THE ABOVE TRANSACTIONS WERE NEGOTIATED AT ARMS-LENGTH AND IN ACCORDANCE WITH THE CAREGROUP CONFLICT OF INTEREST POLICY. FORM 990, PART I, LINE 1 MISSION STATEMENT THE PURPOSE OF CAREGROUP, INC. (CAREGROUP) IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. FORM 990, PART III, LINE 1 MISSION STATEMENT CAREGROUP SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. CAREGROUP ALSO SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. FORM 990, PART III, LINE 4A: EXEMPT PURPOSE ACHIEVEMENTS AS A SUPPORT ORGANIZATION OVERSEEING THE FINANCIAL WELL-BEING OF ITS AFFILIATED ENTITIES FOR THE PERIOD COVERED BY THIS FILING CAREGROUP PROVIDED, AMONG OTHER THINGS, MANAGEMENT LEADERSHIP, DEBT STRUCTURING SUPPORT, INVESTMENT MANAGEMENT FOR THE ENDOWMENT ASSETS, FINANCING OF CAPITAL PROJECTS THROUGH ITS POOLED AND OBLIGATED GROUP DEBT, AND FINANCIAL SUPPORT SERVICES, INCLUDING INTERNAL AUDIT AND TAX SERVICES FOR THE CONSOLIDATED NETWORK OF ENTITIES. IN ADDITION, CAREGROUP HAS PARTICIPATED IN THE DEVELOPMENT OF HEALTH RELATED VENTURES AND PARTNERSHIPS AND GENERALLY SUPPORTS THE DELIVERY OF HEALTHCARE SERVICES, RESEARCH AND TEACHING SERVICES THROUGHOUT THE NETWORK. ALL OF THESE ACTIVITIES FURTHER BOTH THE EXEMPT PURPOSES OF CAREGROUP AND THE ENTITIES WHICH IT SUPPORTS. PART IV, QUESTION 24B: INVESTMENT OF TAX-EXEMPT BOND PROCEEDS BEYOND THE TEMPORARY PERIOD EXCEPTION PROCEEDS IN THE PROJECT FUND WERE UNEXPECTEDLY HELD BEYOND THE THREE-YEAR TEMPORARY PERIOD, BUT WERE YIELD RESTRICTED IN COMPLIANCE WITH FEDERAL TAX REQUIREMENTS. PART IV, QUESTION 12: STATEMENT RE AUDITED FINANCIAL STATEMENTS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CAREGROUP AND AFFILIATES CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2014. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDE THE ACCOUNTS OF CAREGROUP, BETH ISRAEL DEACONESS MEDICAL CENTER, INC. AND ITS AFFILIATES, MOUNT AUBURN HOSPITAL AND ITS AFFILIATE, AND NEW ENGLAND BAPTIST HOSPITAL AND ITS AFFILIATE. PART V, QUESTION 2A: STATEMENT RE PAYROLL BETH ISRAEL DEACONESS MEDICAL CENTER, INC. SERVES AS THE COMMON PAY AGENT FOR CAREGROUP, INC. IN ACCORDANCE WITH INSTRUCTIONS TO THE 2013 FORM 990, CAREGROUP IS REPORTING THE NUMBER OF FORMS W-2 ISSUED AS IF THEY HAD BEEN ISSUED DIRECTLY BY CAREGROUP. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS AND FAMILY RELATIONSHIPS AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP, INC. (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP (APG),BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. CAREGROUP ALSO SERVES AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN EMPLOYMENT RELATIONSHIP ONE OR MORE ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. FORM 990, PART VI, SECTION B, LINE 11 FORM 990 REVIEW PROCESS THE FORM 990 IS REVIEWED BY THE CAREGROUP DIRECTOR, TAXATION AND BOND COMPLIANCE OFFICER AND THE CAREGROUP EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER. THE RETURN IS ALSO REVIEWED AND SIGNED BY DELOITTE TAX, LLP. THE COMPLETE FORM 990 IS PRESENTED TO THE CAREGROUP AUDIT COMMITTEE FOR REVIEW AND DISCUSSION. A COPY OF THE COMPLETE RETURN IS ALSO PROVIDED TO EACH MEMBER OF THE CAREGROUP BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS CAREGROUP, INC. HAS A COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE ASKED TO COMPLETE AN ANNUAL CONFLICT DISCLOSURE WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS WHICH MAY RESULT IN A CONFLICT OF INTEREST. IN ADDITION, ANY INDIVIDUAL WHO COMMENCES A TERM AS AN OFFICER, DIRECTOR OR KEY EMPLOYEE IS REQUIRED TO COMPLETE THE ANNUAL CONFLICT DISCLOSURE AT THE TIME SUCH POSITION COMMENCES. THE CAREGROUP CHIEF OF STAFF COLLECTS THE RESPONSES AND PROVIDES THEM TO THE CAREGROUP EXECUTIVE COMMITTEE WHICH REVIEWS POSITIVE RESPONSES FOR ULTIMATE DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRES ACTION UNDER THE CONFLICT OF INTEREST POLICY IS SUBJECT TO ONGOING REVIEW AND ACTION THROUGH THE EXECUTIVE COMMITTEE WORKING WITH THE EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER. PURSUANT TO THE CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL, INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. A SUMMARY OF THE ANNUAL CONFLICT OF INTEREST PROCESS IS PROVIDED TO THE CAREGROUP AUDIT COMMITTEE. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE CAREGROUP TAX DEPARTMENT ISSUES A TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE CAREGROUP BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE IS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR CAREGROUP TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 PART VI QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES AND FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990, PART VI, QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. FORM 990, PART VI, SECTION B, LINE 15 DESCRIPTION OF PROCESS TO DETERMINE COMPENSATION OF THE ORGANIZATIONS CEO AND OTHER OFFICERS AND KEY EMPLOYEES CAREGROUP HAS A COMPENSATION COMMITTEE THAT IS COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. ALL MEMBERS ARE INDEPENDENT. FOR THE PERIOD COVERED BY THIS FILING, THE COMPENSATION COMMITTEE (COMMITTEE) ESTABLISHED THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CAREGROUP EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER AND CHIEF INVESTMENT OFFICER. IN SETTING COMPENSATION, THE COMMITTEE RELIED UPON WRITTEN COMPENSATION SURVEYS/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY DATA PREPARED BY THE INDEPENDENT COMPENSATION CONSULTING FIRM. THE COMMITTEE RECOMMENDED THE REVIEWED PACKAGES WHICH WERE SUBMITTED TO THE FULL BOARD OF DIRECTORS FOR APPROVAL. ALL DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN MINUTES. THE COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED IS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIES WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. FORM 990, PART VI, SECTION C, LINE 19 OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: CAREGROUP, INC. 109 BROOKLINE AVENUE, SUITE 300 BOSTON, MA 02215 FORM 990, PART XII, QUESTION 2B, 2C AND 2D FINANCIAL STATEMENTS AND COMMITTEE OVERSIGHT AS PREVIOUS REPORTED IN THIS FILING, CAREGROUP, INC. IS A PUBLIC CHARITY EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ALSO AS PREVIOUSLY NOTED, THE FINANCIAL RECORDS OF CAREGROUP, INC. ARE AUDITED EACH YEAR AS PART OF THE CAREGROUP, INC. AND AFFILIATES CONSOLIDATED AUDITED FINANCIAL STATEMENT PROCESS, AND FOR THE PERIOD COVERED BY THIS FILING THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THESE FINANCIAL STATEMENTS. THIS PROCESS IS MONITORED AND REVIEWED INTERNALLY BY THE CAREGROUP, INC. AUDIT COMMITTEE. 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