2015-08-07T11:41:00-05:00 2014-09-30 042684828 FEELEY & DRISCOLL PC 200 PORTLAND STREET BOSTON MA 02114 990 2013-10-01 043358566 UMASS MEMORIAL HEALTH CARE INC (PARENT) UMAS 5083340496 306 BELMONT STREET WORCESTER MA 01604 SERGIO MELGAR EVP/CFO/TREASURER 5088568537 2015-07-29 1 ALAN GAROFALO P00744592 6177427788 2013 2016-02-25 16:41:14Z SERGIO MELGAR 306 BELMONT STREET WORCESTER MA 01604 364813770 0 3642 X WWW.UMASSMEMORIAL.ORG X 1998 MA UMASS MEMORIAL HEALTH CARE, INC. IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICES, TEACHING AND RESEARCH. 19 14 0 0 -2627 -2627 991457 1922660 197317139 208216412 8975946 18971057 2668410 706885 209952952 229817014 1000000 2000000 0 0 0 75263258 0 301241 301241 226226308 132472600 227226308 210037099 -17273356 19779915 235888083 333779202 67557754 89949154 168330329 243830048 UMASS MEMORIAL HEALTH CARE, INC. IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICES, TEACHING AND RESEARCH. 0 0 3296209 2000000 208661544 TO SUPPORT THE ADVANCEMENT OF THE KNOWLEDGE, EDUCATION, AND RESEARCH AND THE PRACTICE OF HEALTH CARE RELATED SERVICES THROUGH THE OVERSIGHT OF UMASS MEMORIAL HEALTH CARE OPERATIONS AND THE EFFICIENT DELIVERY OF SUPPORT SERVICES. 3296209 1 1 0 1 0 0 0 0 0 1 0 1 0 1 1 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 1 1 0 1 740 0 0 0 1 CJ 0 0 0 0 0 0 0 0 X 19 14 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 0 MA X ROBERT FELDMANN 5083340496 306 BELMONT STREET WORCESTER MA 01604 DICKSON ERIC W MD PRESIDENT & CEO/DIRECTOR, UMM HEALTH CARE, INC. 40.00 X X 0 761102 156798 FINBERG ROBERT W MD DIRECTOR, UMM HEALTH CARE, INC. 20.00 X 0 283734 110497 O'BRIEN JOHN G PRESIDENT & CEO UNTIL 2/25/13, UMM HEALTH CARE, IN 40.00 X X 0 3477294 36227 OKIKE O NSIDINANYA MD DIRECTOR, UMM HEALTH CARE, INC. 40.00 X 0 511675 40771 YOUNG LYNDA M MD DIRECTOR, UMM HEALTH CARE, INC. 1.00 X 0 29040 107 BENNETT DAVID L CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BENNETT RICHARD K DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BERKEY DENNIS D EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BERRY SARAH G EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BUDD JOHN H DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 COLLINS MICHAEL MD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 CORNELL LOIS D DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 D'ALELIO EDWARD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 DAVIS DIX F EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 FLOTTE TERENCE MD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 GUARDIOLA ELVIRA DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 JACOBSON M HOWARD EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 KANGAS PAUL DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 KNOX PETER DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 LENHARDT STEPHEN W SR EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MACNEILL HARRIS L DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MCMULLEN CYNTHIA M EDD EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MCNAMARA MARY ELLEN DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 PARRY EDWARD J III VICE CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 PEDERSON THORU EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 SEYMOUR-ROUTE PAULETTE PHD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 SIEGRIST RICHARD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 WILSON JACK DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BROWN DOUGLAS S SECRETARY, UMM HEALTH CARE, INC., DIRECTOR VARIOUS 40.00 X 0 522283 118620 KEATING TODD A TREASURER UNTIL 2/14, UMM HEALTH CARE, INC. 40.00 X 0 576413 897748 MELGAR SERGIO TREASURER, UMASS MEMORIAL HEALTH CARE, INC. 40.00 X 0 0 0 ANDERSON MILTON SR. VP, CHIEF HR OFFICER UNTIL 9/14 40.00 X 0 543659 869300 BOLLAND ESHGHI KATHARINE VP, DEPUTY GENERAL COUNSEL 40.00 X 0 336169 103002 BRENCKLE GEORGE PHD SR. VP, CHIEF INFORMATION OFFICER UNTIL 4/14 40.00 X 0 364827 684908 CYR JAMES P SR VP, HEART AND VASCULAR DISEASES 40.00 X 0 268556 80115 DALEY JENNIFER MD EXECUTIVE VP, CHIEF OPERATING OFFICER, UNTIL 3/18/ 40.00 X 0 689045 176018 DAY THERESE VP, FINANCE / CFO OF MED CENTER 40.00 X 0 323865 79888 DIAMOND VICTORIA SR. VP, OPERATIONS, UNTIL 1/14 40.00 X 0 310410 507670 FISHER BARBARA SR VP, OPERATIONS 40.00 X 0 270015 104607 HUDLIN MARGARET MD CHIEF MED OFFICER/VP PERIOPERATIVE SVCS 40.00 X 0 320214 52711 HYLKA SHARON SR. VP, HOSPITAL ADMIN UNTIL 1/14 40.00 X 0 368190 598084 KLUGMAN ROBERT A MD CHIEF QUALITY OFFICER, UNTIL 9/30/13 40.00 X 0 358783 62384 PHILLIPS ROBERT A MD MED DIR, HEART & VASCULAR COE, UNTIL 6/7/13 40.00 X 0 366763 125872 RANDOLPH JOHN CHIEF COMPLIANCE OFFICER 40.00 X 0 218534 59546 THOMPSON DIANE SR. VP, CHIEF NURSING OFFICIER 40.00 X 0 222088 107 IITSUKA CARLOS SR. VP, STRATEGY & BUSINESS DEVELOPMENT 40.00 X 0 0 0 0 11122659 4864980 0 0 1 1 XEROX BUSINESS SERVICES LLC PO BOX 201322 DALLAS TX 75320 I/S MANAGEMENT SERVICES 24204309 MCKINSEY & CO INC PO BOX 7247-7255 PHILADELPHIA PA 181707255 CONSULTING SERVICES 5575000 UNIVERSAL HOSPITAL SERVICES INC PO BOX 86 MINNEAPOLIS MN 55486 MANAGING/SERVICING EQUIPMENT 2637425 NUANCE TRANSCRIPTION SERVICES PO BOX 7247-7343 PHILADELPHIA PA 19170 TRANSCRIPTION SERVICES 2601183 DELOITTE COUNSELING PO BOX 7247-6447 PHILADELPHIA PA 191706447 CONSULTING SERVICES 2541020 38 80100 317993 61666 1462901 1922660 SYSTEM ALLOCATION REVE 561000 172074945 172074945 AFF. CONT. INCOME-PROF 561000 27050150 27050150 AFF. CONT. INCOME-WORK 561000 6937998 6937998 OTHER PSR 561000 1183957 1183957 AFF. CONT. INCOME-GENE 561000 969362 969362 208216412 3640201 -2627 3642828 72141 72141 150172763 134841907 15330856 15330856 15330856 154849 317993 154849 0 MISCELLANEOUS INCOME 561000 634601 444989 189612 REBATE INCOME 561000 143 143 634744 229817014 208661544 -2627 19235437 2000000 2000000 56899581 56899581 4038706 4038706 9687470 9687470 4637501 4637501 992921 992921 883446 883446 60043 60043 301241 301241 510650 510650 5085861 5085861 893411 893411 33842676 33842676 4904180 4904180 411236 411236 140831 140831 26667576 26667576 PURCHASED SERVICES 51790892 539572 51251320 MEDICAL SUPPLIES 157413 157413 6131464 539181 5592283 210037099 3296209 206439649 301241 1605671 1168828 1713574 2280699 427410 152226 836339 717781 3961216 4180032 179557937 211245589 31861953 49284237 120000 0 15803983 64749810 235888083 333779202 28444272 32434152 97284 636455 39016198 56878547 67557754 89949154 X 108049666 178779408 34337443 38542673 25943220 26507967 168330329 243830048 235888083 333779202 X 19779915 -3186242 58906046 X 0 1 X 1 1 1 X X X 0 0 0 UMASS MEMORIAL MEDICAL CENTER INC 043358564 03 1 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 1 43 0 1 60000 0 60043 0 39106196 3703446 1295757 41513886 38224612 2507314 1625730 39106196 34479956 1198886 3963333 1417563 38224612 36676864 158165 -936731 1418342 34479956 34701644 622721 1795326 442827 36676864 0.00000 0.64000 0.36000 0 0 0 TIFF ABSOLUTE RETURN POOL CLASS A 15410622 F TIFF PRIVATE EQUITY PARTNERS 2006/2007 1292331 F FRANK RUSSELL GLOBAL PRIVATE EQUITY FUND 155192 F MPPLTD PORTFOLIO CLASS A 25124 F AETOS CAPITAL LONG/SHORT STRATEGIES 4419812 F AETOS CAPITAL DISTRESSED STRATEGIES 1928834 F AETOS CAPITAL MULTI-STRATEGY ARBITRAGE 2593307 F TIFF ABSOLUTE RETURN POOL CLASS C 4355224 F OMEGA OVERSEAS 12027006 F GSO SPECIAL SITUATIONS 5533561 F TOURMALET MATAWI OFFSHORE FUND VI LP 1191656 F EASTWARD CAPITAL PARTNERS VI LP 231568 F COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD 120000 F 49284237 CASH VALUE OF LIFE INSURANCE POLICIES 30897 DUE FROM RELATED PARTIES 64718913 64749810 O/S LOSS RESERVES 32733688 DUE TO RELATED PARTIES 18294008 ANNUITY PAYABLE 2483332 DUE TO UNIVERSITY OF MASS 3367519 56878547 X 232662000 1753658 7910621 9664279 222997721 510650 6308643 6819293 229817014 215729000 6202551 6202551 209526449 510650 510650 210037099 PART V, LINE 4: PARENT - THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT. PART X, LINE 2: FIN 48 FOOTNOTE: INCOME TAXES - UMASS MEMORIAL FOLLOWS A TWO-STEP APPROACH FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN. THE SUBSTANTIAL MAJORITY OF UMASS MEMORIAL AND ITS AFFILIATE ENTITIES ARE RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS TAX-EXEMPT UNDER SECTION 501 (C) (3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, THESE ENTITIES WILL NOT INCUR ANY LIABILITY FOR FEDERAL INCOME TAXES EXCEPT FOR TAX ON UNRELATED BUSINESS INCOME. CERTAIN AFFILIATES ARE TAXABLE ENTITIES. THE MEASUREMENT OF THE AMOUNTS RECORDED AS A PROVISION FOR INCOME TAXES BASED UPON THE AFOREMENTIONED APPROACH IS NOT MATERIAL AND IS RECORDED AS PART OF SUPPLIES AND OTHER EXPENSE IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS OF OPERATIONS. UMASS MEMORIAL DOES NOT BELIEVE IT HAS TAKEN ANY SIGNIFICANT UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CPAC REVENUE IN CO. 910 33,940,000. PARENT/CPAC REVENUE ELIMS IN CO. 99E -26,593,000. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 563,621. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES -154,849. FUNDRAISING REVENUE 154,849. INVESTMENT INCOME TEMP RESTRICTED 613,392. REALIZED G/L TEMP RESTRICTED 3,860,988. TEMP RESTRICTED REVENUE 1,741,227. TEMP RESTRICTED INVESTMENT FEES 95,724. ROUNDING -2,688. PART XII, LINE 2D - OTHER ADJUSTMENTS: CPAC EXPENSES IN CO. 910 32,795,000. PARENT/CPAC EXPENSES ELIMS IN CO. 99E -26,593,000. ROUNDING 551. X X X X X 1 UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY MA 01545 FUNDRAISING 0 1741228 301241 1439987 1741228 301241 1439987 MA WINTER BALL 361450 247634 113816 113816 GOLF TOURNAMENT 94664 59643 35021 35021 1 16728 10716 6012 6012 472842 317993 154849 154849 154849 0 SCHEDULE G, PART I, LINE 2B, COLUMN (V) PART I, LINE 2B, COLUMN (V) UMASS MEMORIAL HEALTH CARE, INC. PAYS UMASS MEMORIAL FOUNDATION, INC. ITS PRORATA SHARE OF OPERATING EXPENSES BASED ON THE SPLIT OF UMASS MEMORIAL CONTRIBUTION RECEIPTS VERSUS THE OVERALL TOTAL CONTRIBUTION RECEIPTS AS COLLECTED BY THE FOUNDATION. PART II, COLUMN (C) THE 1 EVENT REPORTED IN COLUMN (B) IS: 1) LINKS TO THE FUTURE GOLF TOUR 1 UNIVERSITY OF MA MED SCHOOL 55 LAKE AVE N WORCESTER MA 01655 043167352 501(C)(3) 2000000 N/A N/A ACADEMIC CHAIR FUNDING 1 0 1 X X X X X X 1 1 0 0 0 0 0 0 0 DICKSON ERIC W MD PRESIDENT & CEO/DIRECTOR, UMM HEALTH 0 647455 0 112000 0 1647 0 102652 0 54146 0 917900 0 0 FINBERG ROBERT W MD DIRECTOR, UMM HEALTH CARE, INC. 0 250236 0 33498 0 0 0 79745 0 30752 0 394231 0 0 O'BRIEN JOHN G PRESIDENT & CEO UNTIL 2/25/13, UMM H 0 325762 0 0 0 3151532 0 25658 0 10569 0 3513521 0 1879899 OKIKE O NSIDINANYA MD DIRECTOR, UMM HEALTH CARE, INC. 0 426137 0 85538 0 0 0 13169 0 27602 0 552446 0 0 BROWN DOUGLAS S SECRETARY, UMM HEALTH CARE, INC., DI 0 431069 0 52526 0 38688 0 95114 0 23506 0 640903 0 38688 KEATING TODD A TREASURER UNTIL 2/14, UMM HEALTH CAR 0 478739 0 57873 0 39801 0 881071 0 16677 0 1474161 0 39801 ANDERSON MILTON SR. VP, CHIEF HR OFFICER UNTIL 9/14 0 402965 0 124694 0 16000 0 837328 0 31972 0 1412959 0 0 BOLLAND ESHGHI KATHARINE VP, DEPUTY GENERAL COUNSEL 0 287117 0 29435 0 19617 0 79688 0 23314 0 439171 0 19617 BRENCKLE GEORGE PHD SR. VP, CHIEF INFORMATION OFFICER UN 0 303499 0 31203 0 30125 0 659074 0 25834 0 1049735 0 30125 CYR JAMES P SR VP, HEART AND VASCULAR DISEASES 0 232157 0 18791 0 17608 0 57803 0 22312 0 348671 0 17608 DALEY JENNIFER MD EXECUTIVE VP, CHIEF OPERATING OFFICE 0 374942 0 57935 0 256168 0 143722 0 32296 0 865063 0 716043 DAY THERESE VP, FINANCE / CFO OF MED CENTER 0 285339 0 16951 0 21575 0 57576 0 22312 0 403753 0 21575 DIAMOND VICTORIA SR. VP, OPERATIONS, UNTIL 1/14 0 267195 0 20413 0 22802 0 494283 0 13387 0 818080 0 22802 FISHER BARBARA SR VP, OPERATIONS 0 250541 0 19474 0 0 0 81093 0 23514 0 374622 0 0 HUDLIN MARGARET MD CHIEF MED OFFICER/VP PERIOPERATIVE S 0 293964 0 26250 0 0 0 27893 0 24818 0 372925 0 0 HYLKA SHARON SR. VP, HOSPITAL ADMIN UNTIL 1/14 0 307917 0 23600 0 36673 0 575772 0 22312 0 966274 0 36673 KLUGMAN ROBERT A MD CHIEF QUALITY OFFICER, UNTIL 9/30/13 0 302464 0 20000 0 36319 0 42420 0 19964 0 421167 0 36319 PHILLIPS ROBERT A MD MED DIR, HEART & VASCULAR COE, UNTIL 0 292776 0 1000 0 72987 0 120613 0 5259 0 492635 0 72987 RANDOLPH JOHN CHIEF COMPLIANCE OFFICER 0 197881 0 20653 0 0 0 35236 0 24310 0 278080 0 0 THOMPSON DIANE SR. VP, CHIEF NURSING OFFICIER 0 193153 0 0 0 28935 0 0 0 107 0 222195 0 0 IITSUKA CARLOS SR. VP, STRATEGY & BUSINESS DEVELOPM 0 0 0 0 0 0 0 0 0 0 0 0 PART I, LINES 4A-B PART I, LINE 4A - RECEIVE A SEVERANCE PAYMENT OR CHANGE-OF-CONTROL PAYMENT: THE FOLLOWING INDIVIDUALS RECEIVED OR HAD DEFERRED SEVERANCE IN THE REPORTING PERIOD: INCLUDED IN SCH. J COL. BIII: JENNIFER DALY, M.D. $105,048 INCLUDED IN SCH. J COL. C: TODD A. KEATING $819,964 MILTON ANDERSON $740,207 GEORGE BRENCKLE, PH.D. $567,912 VICTORIA DIAMOND $437,043 SHARON HYLKA $581,383 THE DEFERRED SEVERANCE REPORTED ON SCH. J COL. C IS THE MAXIMUM POTENTIAL OBLIGATION FOR UMMHC AND AFFILIATES. THESE AMOUNTS ARE DEPENDENT UPON THE RECIPIENTS GAINING EMPLOYMENT. THEREFORE, THEIR OVERALL SEVERANCE BENEFIT COULD SUBSTANTIALLY LOWER. PART I, LINE 4B - NAME OF PARTICIPANTS IN OR RECEIVING PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: EXECUTIVES BROWN, DOUGLAS S. $38,688 DICKSON, ERIC W., M.D. $0 FINBERG, ROBERT W., M.D. $0 KEATING, TODD A. $39,801 O'BRIEN, JOHN G. $0 SUBTOTAL EXECUTIVES $78,489 KEY EMPLOYEES ANDERSON, MILTON C. $0 BOLLAND ESHGHI, KATHARINE $19,617 BRENCKLE, GEORGE, PH.D. $30,125 CYR, JAMES P. $17,608 DALEY, JENNIFER, M.D. $62,021 DAY, THERESE $21,575 DIAMOND, VICTORIA $22,802 FISHER, BARBARA $0 HUDLIN, MARGARET, M.D. $0 HYLKA, SHARON $36,673 KLUGMAN, ROBERT, M.D. $36,319 PHILLIPS, ROBERT A., M.D. $72,987 RANDOLPH, JOHN $0 THOMPSON, DIANE $0 SUBTOTAL KEY EMPLOYEES $319,729 TOTAL - ALL $398,218 PART II - DISCLOSURES: 1) DURING CY13 THE MAJORITY OF THE AMOUNT REPORTED IN JOHN O'BRIEN'S COLUMN BIII - OTHER REPORTABLE COMPENSATION ($2,715,210) WAS DUE TO A PAYOUT OF RETIREMENT FUNDS REPRESENTING THE CULMINATION OF MANY YEARS OF RETIREMENT CONTRIBUTIONS, WHICH WERE PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN THOSE PRIOR YEARS. 2) THE ABOVE DIRECTORS RECEIVE NO COMPENSATION FOR THEIR ROLE AS DIRECTORS. ALL COMPENSATION RECEIVED RELATES TO THEIR POSITION AS A PHYSICIAN/ADMINISTRATOR PART III - UNRELATED ORGANIZATION COMPENSATION: THE OFFICERS, DIRECTORS AND HIGHEST COMPENSATED EMPLOYEES LISTED IN PART II THAT RECEIVED COMPENSATION FROM AN UNRELATED ORGANIZATION WERE PAID FOR THEIR SERVICES RELATED TO MEDICAL RESEARCH, EDUCATION OF MEDICAL STUDENTS AND RESIDENT TRAINING. AMOUNTS INCLUDE THEIR BASE COMPENSATION AND DEFERRED COMPENSATION FOR CALENDAR YEAR 2013. THE NAME OF THE UNRELATED ORGANIZATION IS UMASS MEDICAL SCHOOL. NAME TOTAL COMPENSATION FINBERG, ROBERT W., M.D. $302,113 TOTAL COMPENSATION FROM UNRELATED ORGANIZATION $302,113 ROBERT KLUGMAN MD KEY EMPLOYEE (UNTIL 9/30/13) 210071 RENTAL OF PROPERTY - EXPENSE 0 ERIC W DICKSON MD OFFICER/BOD 300197 ED SERVICES WERE PROVIDED TO HA HOSPITALS, INC. BY WACHUSETT EMERGENCY PHYSICIANS PC, A COMPANY WHICH CONTRACTS ED SERVICES FROM PRINCETON BIO-MEDICAL, A COMPANY WHICH IS CO-OWNED BY ERIC W. DICKSON, M.D. & HIS SPOUSE CATHERINE JONES, M.D. 0 JOHN H BUDD OF COUNSEL BOD 840118 LEGAL SERVICES WERE PROVIDED TO UMM HEALTH CARE, INC. AND UMM MEDICAL CENTER, INC. BY MIRICK, O'CONNELL, DEMALLIE, & LOUGEE, LLP. JOHN H. BUDD IS OF COUNSEL TO THIS LAW FIRM BUT PERFORMED NO WORK FOR UMM AND/OR AFFILIATED ENTITIES. 0 KATHLEEN HYLKA FAMILY MEMBER OF SHARON HYLKA, KEY EMPLOYEE (JANUARY 2014 RETIREMENT) 94947 EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC. 0 0 0 1 1 PART I, LINE 32B: UMASS MEMORIAL HEALTH CARE, INC. UTILIZES THE SERVICES OF UMASS MEMORIAL FOUNDATION, INC. TO SOLICIT DONOR CONTRIBUTIONS, ON OCCASION, THE ORGANIZATION RECEIVES GIFTS OF PUBLICLY TRADED STOCK. ALL GIFTS OF PUBLICLY TRADED STOCK ARE IMMEDIATELY SOLD UPON RECEIPT THROUGH AN INVESTMENT SERVICES FIRM. FORM 990, PART VI, SECTION A, LINE 2 UMMHC 2013 BUDD, JOHN (BOARD MEMBER) HAS BUSINESS RELATIONSHIPS WITH PAUL D'ONFRO & ARTHUR BERGERON. BENNETT, RICHARD (BOARD MEMBER) HAS BUSINESS RELATIONSHIPS WITH MARLBOROUGH HOSPITAL. PHILLIPS, ROBERT (KEY EMPLOYEE) HAS A FAMILY RELATIONSHIP WITH JULIA ANDRIENI. FORM 990, PART VI, SECTION A, LINE 6 THERE ARE NO CLASSES OF DIRECTORS. THE VOTING RIGHTS OF EACH MEMBER'S BOARD ARE ABSOLUTE. FORM 990, PART VI, SECTION A, LINE 7A THE MAJORITY OF ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) THAT ELECTS THE BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES. THE MAJORITY OF THE ENTITIES RESERVE TO THE MEMBER THE POWER TO REMOVE TRUSTEES, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B THE MAJORITY OF THE ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) WITH THE RIGHT TO APPROVE OR RATIFY DECISIONS OF THE ENTITY, WHICH IS EXERCISED BY THAT MEMBER'S BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES OR MEMBERS. THUS, THE VOTING RIGHTS OF A MEMBER BOARD ARE ABSOLUTE. GENERALLY, THE SOLE MEMBER OF EACH ENTITY RESERVES THE POWER TO APPROVE MAJOR TRANSACTIONS; TO MERGE, CONSOLIDATE OR LIQUIDATE THE CORPORATION'S ASSETS; TO ADOPT ANNUAL OPERATING AND CAPITAL BUDGETS AND AMENDMENTS; TO ENTER INTO LOAN AGREEMENTS AND/OR GUARANTIES; TO APPOINT AND/OR ELECT THE PRESIDENT AND/OR CEO; TO ELECT AND/OR APPOINT AND REMOVE TRUSTEES, FILL VACANCIES, TO INCREASE OR DECREASE THE SIZE OF THE BOARD; AND TO APPROVE UNBUDGETED EXPENDITURES. FORM 990, PART VI, SECTION B, LINE 11 SECTIONS OF THE CORE FORM 990 RELATED TO EXECUTIVE COMPENSATION AND SCHEDULE J ARE REVIEWED IN DETAIL WITH THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD. THE COMPLIANCE COMMITTEE OF THE BOARD REVIEWS ALL CONTENT ASSOCIATED WITH SCHEDULE L. THE AUDIT COMMITTEE OF THE BOARD REVIEWS THE FORM 990, INCLUDING THE ABOVE SCHEDULES AND RECOMMENDS THE FORM 990 TO THE FULL BOARD FOR APPROVAL. THE FULL BOARD IS GIVEN ACCESS TO THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY REQUIRES BOARD MEMBERS AND MANAGEMENT TO COMPLETE ANNUAL DISCLOSURE STATEMENTS AND, TO UPDATE THESE DISCLOSURE STATEMENTS FOR SIGNIFICANT CHANGES IN THEIR OUTSIDE GOVERNANCE AND PROFESSIONAL ACTIVITIES OR, FINANCIAL RELATIONSHIPS AS APPROPRIATE. ADDITIONALLY, ALL TRANSACTIONS INVOLVING BOARD MEMBERS OR MANAGEMENT AND THE ORGANIZATION ARE REQUIRED TO BE APPROVED BY THE COMPLIANCE COMMITTEE OF THE BOARD AND, THERE IS ACTIVE MONITORING AND COMMUNICATION TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION, PURCHASING OR RESEARCH DECISIONS. FORM 990, PART VI, SECTION B, LINE 15 AT UMASS MEMORIAL, ALL COMPENSATION MATTERS FOR THE CEO AND SENIOR EXECUTIVES THROUGHOUT THE SYSTEM (INCLUDING ALL "DISQUALIFIED PERSONS") ARE GOVERNED AND OVERSEEN BY THE BOARD OF TRUSTEES OF THE PARENT. THE BOARD APPROVED A COMPENSATION PHILOSOPHY THAT GOVERNS ALL SUCH DECISIONS. THE PHILOSOPHY INCLUDES THE OBJECTIVES OF THE PROGRAM, COMPONENTS OF EXECUTIVE COMPENSATION, THE RELEVANT MARKET, POSITIONING IN THE MARKET, FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE, MADE UP OF DISINTERESTED TRUSTEES, WHO ARE GIVEN THE AUTHORITY TO ESTABLISH COPMENSATION FOR ALL SENIOR EXECUTIVES, WITHIN THE PARAMETERS OF THE PHILOSOPHY, AND WITH FULL AND COMPLETE REPORTING TO THE FULL BOARD. THE COMPENSATION COMMITTEE PERFORMS ITS WORK PURSUANT TO ITS CHARTER AND A COPMENSATION POLICY THAT ESTABLISHES THE PROCESS THE COMMITTEE WILL FOLLOW IN REVIEWING AND APPROVING EXECUTIVE COMPENSATION EACH YEAR. THE COMMITTEE ENSURES THAT ITS PROCESS MEETS THE REBUTABLE PRESUMPTION OF REASONABLENESS ESTABLISHED BY THE IRS. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES, THE COMPENSATION COMMITTEE HIRES INDEPENDENT, OUTSIDE COMPNESATION CONSULTANTS TO ADVICE THE COMMITTEE AND THE BOARD ON THE REASONABLENESS OF OVERALL EXECUTIVE COMPENSATION PROGRAM, INCLUDING COMPENSATION OF THE SPECIFIC EXECUTIVES. THESE CONSULTANTS REPORT DIRECTLY TO THE COMMITTEE AND NOT TO MANAGEMENT. THE COMMITTEE WORKS WITH THESE CONSULTANTS, AND WITH LEGAL COUNSEL, TO ENSURE THAT ALL COMPENSATION PAID, AS WELL AS THE PROCESS FOLLOWED TO DETERMINE SUCH COMPENSATION, IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITH THE RELEVANT MARKET. FORM 990, PART VI, SECTION C, LINE 19 UMASS MEMORIAL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AS REQUIRED BY APPLICABLE STATE AND FEDERAL LAWS, AND BY REQUEST ON A CASE-BY-CASE BASIS. FORM 990, PART XI, LINE 9: CHANGE IN BENEFICIAL INTEREST IN TRUSTS 564,746. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 563,621. TEMPORARY RESTRICTED EXPENDITURES -1,295,757. TRANSFERS FROM RELATED PARTIES 20,671,166. GAIN ON TRANSFER OF MEMBERSHIP INTEREST 38,402,265. MISCELLANEOUS 5. PAGE 12, PART XI, LINE 2C THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTING FIRM ON A CONSOLIDATED BASIS. THE ORGANIZATION HAS AN AUDIT COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT ACCOUNTING FIRM. 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