2013-08-13T07:56:18-05:00 2012-09-30 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 117531683 990 2011-10-01 042810972 MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP MEDI 6177540707 464 HILLSIDE AVENUE NO 304 NEEDHAM MA 02494 MICHAEL DESOCIO 6177540707 2013-08-15 0 CHRISTINE KAWECKI P00743140 5169187000 2013-08-12 2011 2016-02-25 16:41:14Z AFFILIATED PHYSICIANS GROUP MICHAEL DESOCIO 464 HILLSIDE AVENUE NO 304 NEEDHAM MA 02494 58701482 0 X N/A X 1983 MA DELIVERY OF PRIMARY CARE HEALTH SERVICES AND PROVISION OF PHYSICIAN MANAGEMENT AND SUPPORT SERVICES. 10 6 633 9 3918259 -383241 0 0 73384834 54218993 48675 6322 3909472 588925 77342981 54814240 0 0 0 0 26725260 20826844 0 0 0 69156398 49193646 95881658 70020490 -18538677 -15206250 17851065 13874320 17840230 13874320 10835 0 X SEE SCHEDULE O. 0 0 46228996 43573601 SEE SCHEDULE O. 3972252 2942732 SEE SCHEDULE 0. 2756460 2462618 SEE SCHEDULE O. 4939840 5127601 4939840 5127601 57897548 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 1 0 0 0 0 1 82 0 1 633 1 1 1 0 0 0 0 0 0 0 0 X 10 6 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 0 1 1 0 MA X MICHAEL DESOCIO 6177540715 464 HILLSIDE AVENUE SUITE 304 NEEDHAM MA 02494 CHRISTOFORO JOHN 60.00 X X 312166 0 21000 CICHELLO ANTHONLY 5.00 X 0 0 0 GOLDBERG CAROL R 5.00 X 0 0 0 GOLDSTEIN ALAN R 5.00 X 0 0 0 HELLER IRWIN 5.00 X 0 0 0 LEWIS MD STANLEY M 5.00 X 0 630431 62168 MACDOWELL VIRGINIA 5.00 X 0 0 0 ROSENBERG MD STUART A 5.00 X 0 752390 64029 SCHECHTER DAVID 5.00 X 0 0 0 ZEIDEL MD MARK L 5.00 X 0 705486 58732 DESOCIO MICHAEL 60.00 X 152155 0 17 WAYNE ANGELA 60.00 X 246375 0 16046 IVES MD DAVID V 60.00 X 309377 0 54998 BORTMAN MD SCOTT 60.00 X 606340 0 64798 KLIGLER MD ROGER 60.00 X 617827 0 73860 LU MD HERMAN 60.00 X 605779 0 59898 MAKER MD CHARLES 60.00 X 596121 0 53823 WEINSTEIN MD JOSEPH 60.00 X 597031 0 77098 SLOWEY THOMAS 0.00 X 34448 172243 3986 4077619 2260550 610453 9 1 1 1 HARVARD MEDICAL FACULTY PHYSICIANS AT BI 375 LONGWOOD AVE BOSTON MA 02215 PHYSICIAN SERVICES 43897345 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVE BOSTON MA 02215 PAYROLL & ADMIN SERVICES 27662100 BETH ISRAEL DEACONESS HOSPITAL NEEDHAM 148 CHESTNUT STREET NEEDHAM MA 02492 PHYSICIAN SERVICES 901850 OPTUMINSIGHT 13625 TECHNOLOGY DRIVE EDEN PRAIRIE MN 55344 SOFTWARE SUPPORT 403570 DESMOND CONTRACT DESIGN 7 WALNUT ST BRAINTREE MA 02184 DESIGN SERVICES 223425 22 PRIMARY CARE REVENUE 900099 43918847 43806406 112441 SUBACUTE 900099 3550523 3550523 HOSPITALIST SERVICES 900099 2942732 2942732 CARDIOLOGY 900099 2229813 2229813 SPECIALISTS 900099 1577078 1577078 54218993 1166 1166 281274 3887242 -3605968 -3605968 -3605968 5156 0 5156 5156 5156 MSO REVENUE 900099 3805818 3805818 MISCELLANEOUS 900099 389075 389075 4194893 54814240 54106552 3918259 -3210571 932003 932003 16353646 10066126 6287520 3541195 2076584 1464611 851190 85297 765893 174097 33558 140539 116893 97980 18913 56850 56850 1976616 1481988 494628 399841 369209 30632 1062670 1051033 11637 119381 33142 86239 60004 3899 56105 1115273 960403 154870 1259646 1259646 PURCHASED SERVICES 37426644 35968509 1458135 0 MEDICAL SUPPLIES 2034599 2023804 10795 0 BAD DEBT 1468956 1468956 0 0 PROFESSIONAL DEVELOPMEN 369527 354153 15374 0 701459 506411 195048 70020490 57897548 12122942 0 3766835 3393169 5649508 3483618 7579205 3874246 3921586 3704959 4513136 3292574 17851065 13874320 3823317 2806012 292157 584230 13724756 10484078 17840230 13874320 X 10835 0 0 0 10835 0 17851065 13874320 X -15206250 15195415 X X 0 1 1 X 0 X 34080500 67731790 72722915 73384834 54218993 302139032 34080500 67731790 72722915 73384834 54218993 302139032 0 0 0 302139032 13594 14774 9314 5623 1166 44471 13594 14774 9314 5623 1166 44471 -79761 -74761 -172484 171054 345246 189294 2332770 2332770 36347103 67671803 72559745 73561511 54565405 304705567 0.99160 0.98550 0.00010 0.00030 X 1 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) DOES NOT ENGAGE IN ANY DIRECT LOBBYING EFFORTS. HOWEVER, APG MAY PAY 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. IN ADDITION, BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), APG'S SOLE MEMBER, ENGAGED IN SOME LOBBYING EFFORTS ON BEHALF OF ITSELF AND OTHER AFFILIATED NETWORK ENTITIES. TOTAL LOBBYING EXPENDITURES WERE MINIMAL AND NOT SUBSTANTIAL BASED ON REVENUES. 28410 28410 0 3191522 1354548 1836974 4359273 2491288 1867985 3704959 OTHER RECEIVABLES 1588685 DUE FROM AFFILIATES 1703889 3292574 DUE TO BIDMC 8895077 PROFESSIONAL LIABILITY 1589001 10484078 54814240 70020490 -15206250 15206250 15206250 0 1856672000 1797970518 1797970518 58701482 -3887242 -3887242 54814240 1824488000 1754467510 1754467510 70020490 0 70020490 PART XI, LINE 8 - OTHER ADJUSTMENTS: TRANSFER FROM AFFILIATE 15,195,415. NET ASSETS BEGINNING BALANCE 10,835. TOTAL TO SCHEDULE D, PART XI, LINE 8: 15,206,250. PART XII, LINE 2D - OTHER ADJUSTMENTS: REVENUE OF AFFILIATES 1,797,970,000. ROUNDING 518. PART XII, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES -3,887,242. PART XIII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES OF AFFILIATES 1,750,580,000. ROUNDING 268. RENTAL EXPENSES 3,887,242. X X X X X 0 1 0 0 0 0 0 1 0 CHRISTOFORO JOHN 241185 0 70000 0 981 0 0 0 21000 0 333166 0 0 0 LEWIS MD STANLEY M 0 487676 0 131423 0 11332 0 44077 0 18091 0 692599 0 0 ROSENBERG MD STUART A 0 612083 0 123473 0 16834 0 45938 0 18091 0 816419 0 0 ZEIDEL MD MARK L 0 693116 0 0 0 12370 0 45026 0 13706 0 764218 0 0 DESOCIO MICHAEL 144552 0 7500 0 103 0 0 0 17 0 152172 0 0 0 WAYNE ANGELA 211226 0 35000 0 149 0 3508 0 12538 0 262421 0 0 0 IVES MD DAVID V 290606 0 14994 0 3777 0 29400 0 25598 0 364375 0 0 0 BORTMAN MD SCOTT 593573 0 4800 0 7967 0 39200 0 25598 0 671138 0 0 0 KLIGLER MD ROGER 609761 0 0 0 8066 0 49000 0 24860 0 691687 0 0 0 LU MD HERMAN 592329 0 9700 0 3750 0 34300 0 25598 0 665677 0 0 0 MAKER MD CHARLES 501417 0 47598 0 47106 0 49000 0 4823 0 649944 0 0 0 WEINSTEIN MD JOSEPH 590523 0 0 0 6508 0 49000 0 28098 0 674129 0 0 0 SLOWEY THOMAS 33417 167087 833 4167 198 989 664 3322 0 0 35112 175565 0 0 PART I, LINE 1A SCHEDULE J - GENERAL REPORTING NOTE AS REQUIRED BY THIS FORM 990, SCHEDULE J, COMPENSATION INFORMATION, THE COMPENSATION DETAIL INCLUDED IN THE MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) FORM 990 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012 IS CALENDAR YEAR 2011 DETAIL. SCHEDULE J - PART I QUESTION 1 GROSS-UP PAYMENTS AS NOTED BELOW, BIDMC, THE SOLE MEMBER OF APG AND AN ORGANIZATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3), OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, 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. CERTAIN INDIVIDUALS PERFORMING SERVICES FOR APG MAY RECEIVE COMPENSATION FROM THE MEDICAL CENTER AS NOTED FURTHER BELOW, AND AS SUCH, MAY PARTICIPATE IN THIS PLAN. PART I, LINE 4B SCHEDULE J - PART I QUESTION 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN AS NOTED ABOVE, DURING THE 2011 CALENDAR YEAR BETH ISRAEL DEACONESS MEDICAL CENTER, WAS A PARTICIPATING EMPLOYER IN THE BETH ISRAEL DEACONESS MEDICAL CENTER, INC. 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. AS NOTED ABOVE, CERTAIN INDIVIDUALS PERFORMING SERVICES FOR APG MAY RECEIVE COMPENSATION FROM THE MEDICAL CENTER AND AS SUCH, MAY PARTICIPATE IN THIS PLAN. ADDITIONAL INFORMATION IS INCLUDED WITH THE EXPLANATORY NOTES TO SCHEDULE J BELOW. PART I, LINE 7 SCHEDULE J PART I QUESTION 7 NON-FIXED PAYMENTS APG'S EXECUTIVE AND PHYSICIAN COMPENSATION PACKAGES INCLUDE OPPORTUNITIES TO EARN INCENTIVE COMPENSATION BASED ON A COMBINATION OF MEETING OR EXCEEDING OBJECTIVES FOR QUALITY AND PATIENT SAFETY, BUDGETED OPERATING MARGIN, AND MEETING INDIVIDUAL GOALS AND OBJECTIVES. THE INCENTIVE COMPENSATION FOR EACH EXECUTIVE IS REVIEWED AND APPROVED BY THE APG COMPENSATION COMMITTEE. PHYSICIAN INCENTIVES ARE REVIEWED IN ACCORDANCE WITH THE HARVARD MEDICAL FACULTY PHYSICIAN AT BETH ISRAEL DEACONESS MEDICAL CENTER COMPENSATION COMMITTEE INCENTIVE COMPENSATION REVIEW PROCESS. SUPPLEMENTAL INFORMATION PART III MCB D/B/A APG 2011 FORM 990 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. MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP MAY BE REFERRED TO IN THESE EXPLANATORY NOTES TO FORM 990 PART VII AND FORM 990 SCHEDULE J AS APG. ADDITIONALLY, BETH ISRAEL DEACONESS MEDICAL CENTER AND BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM MAY BE REFERRED TO IN THESE EXPLANATORY NOTES TO FORM 990 PART VII AND FORM 990 SCHEDULE J AS BIDMC AND BIDN RESPECTIVELY. HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER AND CARDIOVASCULAR ASSOCIATED PHYSICIANS OF 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 HMFP AND CAPHMFP RESPECTIVELY. CHRISTOFORO, JOHN DIRECTOR (EX-OFFICIO), PRESIDENT, CHIEF EXECUTIVE OFFICER AND CLERK - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP MR. CHRISTOFORO BECAME THE PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR (EX-OFFICIO) OF APG ON FEBRUARY 9, 2011 AND DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. FOR SERVICES PROVIDED BY MR. CHRISTOFORO TO APG, HE RECEIVES PAYMENTS FROM BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), THE SOLE MEMBER OF APG AND AN ENTITY EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. AS REQUIRED BY THIS FORM 990, MR. CHRISTOFORO'S COMPENSATION IS REPORTED HERE AS IF PAID BY APG. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 241,185 BONUS AND INCENTIVE COMPENSATION: 70,000 OTHER REPORTABLE COMPENSATION: 981 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 21,000 CICHELLO, ANTHONY DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP DIRECTOR - BETH ISRAEL DEACONESS HOSPITAL - MILTON MR. CICHELLO DEVOTES, ON AVERAGE, 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. MR. CICHELLO'S TERM ON THE APG BOARD BEGAN JANUARY 31, 2012. GOLDBERG, CAROL R. DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP MS. GOLDBERG DEVOTES, ON AVERAGE, 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION. GOLDSTEIN, ALAN R. DIRECTOR, TREASURER AND BOARD CHAIR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP DIRECTOR - CAREGROUP, INC. MR. GOLDSTEIN DEVOTES, ON AVERAGE, 10 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. HELLER, IRWIN DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP MR. HELLER DEVOTES, ON AVERAGE, 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION. MR. HELLER'S TERM ON THE APG BOARD BEGAN DECEMBER 1, 2011. LEWIS, M.D., STANLEY M. DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION D/B/A AFFILIATED PHYSICIANS GROUP SENIOR VICE PRESIDENT, NETWORK INTEGRATION - BETH ISRAEL DEACONESS MEDICAL CENTER DIRECTOR - CARDIOVASCULAR ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. CARDIOLOGIST - HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER TRUSTEE - BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM DIRECTOR - BETH ISRAEL DEACONESS HOSPITAL - MILTON DR. LEWIS DEVOTES, ON AVERAGE, A COMBINED 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DR. LEWIS PERFORMS SERVICES FOR BOTH BIDMC AND HMFP. AS REQUIRED BY FORM 990, ALTHOUGH DR. LEWIS IS PAID DIRECTLY BY HMFP, THE PORTION OF DR. LEWIS' COMPENSATION ATTRIBUTABLE TO HIS SERVICES PERFORMED AT BIDMC HAS BEEN SEPARATELY REPORTED ON FORM 990, AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY BIDMC: BASE COMPENSATION: 438,908 INCENTIVE COMPENSATION: 118,281 OTHER REPORTABLE COMPENSATION: 10,199 DEFERRED COMPENSATION: 39,669 NON-TAXABLE BENEFITS: 16,282 PAYMENTS REPORTED BY HMFP: BASE COMPENSATION: 48,768 INCENTIVE COMPENSATION: 13,142 OTHER REPORTABLE COMPENSATION: 1,133 DEFERRED COMPENSATION: 4,408 NON-TAXABLE BENEFITS: 1,809 DEFERRED COMPENSATION REPORTED BY BIDMC AND HMFP FOR THE 2011 CALENDAR YEAR INCLUDES CONTRIBUTIONS AND CHANGE IN VALUE RELATED TO DR. LEWIS'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) OF $14,677. THE SERP DOES NOT VEST UNTIL 2012. MACDOWELL, VIRGINIA DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP DIRECTOR - BETH ISRAEL DEACONESS MEDICAL CENTER MS. MACDOWELL DEVOTES, ON AVERAGE, A COMBINED 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. MS. MACDOWELL'S TERM ON THE APG BOARD BEGAN DECEMBER 1, 2011. ROSENBERG, M.D., STUART A DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP., D/B/A AFFILIATED PHYSICIANS GROUP DIRECTOR (EX-OFFICIO) - BETH ISRAEL DEACONESS MEDICAL CENTER PRESIDENT AND CHIEF EXECUTIVE OFFICER - HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER PRESIDENT - ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER PRESIDENT - CARDIOVASCULAR ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER DIRECTOR - BETH ISRAEL DEACONESS DEPARTMENT OF SURGERY FOUNDATION DIRECTOR - BETH ISRAEL DEACONESS ORTHOPAEDIC SURGERY FOUNDATION DIRECTOR - CONTINUING EDUCATION PROGRAM, INC. D/B/A BETH ISRAEL DEACONESS DEPARTMENT OF PSYCHIATRY FOUNDATION DIRECTOR - BETH ISRAEL DEACONESS DEPARTMENT OF MEDICINE FOUNDATION DIRECTOR - BETH ISRAEL DEACONESS DEPARTMENT OF NEONATOLOGY FOUNDATION DIRECTOR - BETH ISRAEL DERMATOLOGY FOUNDATION DIRECTOR (EX-OFFICIO) - BETH ISRAEL DEACONESS HOSPITAL - MILTON DR. ROSENBERG DEVOTES, ON AVERAGE, A COMBINED 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. PAYMENTS REPORTED BY HMFP: BASE COMPENSATION: 612,083 INCENTIVE COMPENSATION: 123,473 OTHER REPORTABLE COMPENSATION: 16,834 DEFERRED COMPENSATION: 45,938 NON-TAXABLE BENEFITS: 18,091 SCHECHTER, DAVID DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP SUPPLEMENTAL INFORMATION PART III MR. SCHECHTER DEVOTES, ON AVERAGE, 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION. MR. SCHECHTER'S TERM ON THE APG BOARD BEGAN OCTOBER 1, 2011. ZEIDEL, M.D. MARK L. DIRECTOR - MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP DIRECTOR (EX-OFFICIO) AND CHIEF OF MEDICINE - BETH ISRAEL DEACONESS MEDICAL CENTER DIRECTOR (EX-OFFICIO) AND CHAIRMAN OF MEDICINE - HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER PRESIDENT - BETH ISRAEL DEACONESS DEPT. OF MEDICINE FOUNDATION (BIDDM) HERMAN LUDWIG BLUMGART PROFESSOR OF MEDICINE - HARVARD MEDICAL SCHOOL DR. ZEIDEL DEVOTES, ON AVERAGE, A COMBINED 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DR. ZEIDEL PERFORMS SERVICES FOR BOTH HMFP AND BIDMC. AS REQUIRED BY THIS FORM 990, ALTHOUGH DR. ZEIDEL IS PAID DIRECTLY BY HMFP, THE PORTION OF DR. ZEIDEL'S COMPENSATION ATTRIBUTABLE TO EACH POSITION HAS BEEN SEPARATELY REPORTED ON THIS FORM 990, AS FURTHER OUTLINED BELOW. DR. ZEIDEL ALSO PERFORMS SERVICES FOR BIDDM AND COMPENSATION PAID TO DR. ZEIDEL DIRECTLY BY BIDDM IS ALSO REPORTED. PAYMENTS REPORTED BY BIDMC: BASE COMPENSATION: 345,753 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 6,185 DEFERRED COMPENSATION: 22,513 NON-TAXABLE BENEFITS: 6,853 PAYMENTS REPORTED BY HMFP: BASE COMPENSATION: 345,753 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 6,185 DEFERRED COMPENSATION: 22,513 NON-TAXABLE BENEFITS: 6,853 PAYMENTS REPORTED BY BIDDM: BASE COMPENSATION: 1,610 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 0 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 0 AS REQUIRED IN THIS FORM 990, COMPENSATION REPORTED BY HMFP AND BIDMC FOR THE 2011 CALENDAR YEAR INCLUDES THE FOLLOWING PAYMENTS FROM THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE/HARVARD MEDICAL SCHOOL RELATED TO DR. ZEIDEL'S POSITION AS CHIEF OF MEDICINE AT BIDMC, CHAIR OF THE HMFP DEPARTMENT OF MEDICINE AND HERMAN LUDWIG BLUMGART PROFESSOR OF MEDICINE, HARVARD MEDICAL SCHOOL: $141,402 BASE AND OTHER REPORTABLE COMPENSATION, $15,626 DEFERRED COMPENSATION AND $1,745 NON-TAXABLE BENEFITS. DESOCIO, MICHAEL CHIEF FINANCIAL OFFICER - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP MR. DESOCIO WAS NAMED THE CHIEF FINANCIAL OFFICER OF MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP ON OCTOBER 1, 2011 AFTER HAVING SERVED AS THE INTERIM CHIEF FINANCIAL OFFICER FROM MAY 2, 2011. MR. DESOCIO DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 144,552 BONUS AND INCENTIVE COMPENSATION: 7,500 OTHER REPORTABLE COMPENSATION: 103 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 17 WAYNE, ANGELA CHIEF OPERATING OFFICER - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP MS. WAYNE DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 211,226 BONUS AND INCENTIVE COMPENSATION: 35,000 OTHER REPORTABLE COMPENSATION: 149 DEFERRED COMPENSATION: 3,508 NON-TAXABLE BENEFITS: 12,538 IVES, M.D., DAVID V. CHIEF MEDICAL OFFICER - MEDICAL CARE OF BOSTON MANAGEMENT CORP., INC. D/B/A AFFILIATED PHYSICIANS GROUP INSTRUCTOR IN MEDICINE - HARVARD MEDICAL SCHOOL DR. IVES DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. IVES PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY HMFP. AS REQUIRED BY THIS FORM 990, DR. IVES' COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 290,606 BONUS AND INCENTIVE COMPENSATION: 14,994 OTHER REPORTABLE COMPENSATION: 3,777 DEFERRED COMPENSATION: 29,400 NON-TAXABLE BENEFITS: 25,598 BORTMAN, M.D., SCOTT CARDIOLOGIST - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP CLINICAL INSTRUCTOR IN MEDICINE - HARVARD MEDICAL SCHOOL DR. BORTMAN DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. BORTMAN PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY CAPHMFP. AS REQUIRED BY THIS FORM 990, DR. BORTMAN'S COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 593,573 BONUS AND INCENTIVE COMPENSATION: 4,800 OTHER REPORTABLE COMPENSATION: 7,967 DEFERRED COMPENSATION: 39,200 NON-TAXABLE BENEFITS: 25,598 KLIGLER, M.D., ROGER CARDIOLOGIST - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP DR. KLIGLER DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. KLIGLER PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY CAPHMFP. AS REQUIRED BY THIS FORM 990, DR. KLIGLER'S COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 609,761 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 8,066 DEFERRED COMPENSATION: 49,000 NON-TAXABLE BENEFITS: 24,860 LU, M.D., HERMAN CARDIOLOGIST - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP DR. LU DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. LU PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY CAPHMFP. AS REQUIRED BY THIS FORM 990, DR. LU'S COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 592,329 BONUS AND INCENTIVE COMPENSATION: 9,700 OTHER REPORTABLE COMPENSATION: 3,750 DEFERRED COMPENSATION: 34,300 NON-TAXABLE BENEFITS: 25,598 MAKER, M.D., CHARLES CARDIOLOGIST - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP DR. MAKER DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. MAKER PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY CAPHMFP. AS REQUIRED BY THIS FORM 990, DR. MAKER'S COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 501,417 BONUS AND INCENTIVE COMPENSATION: 47,598 OTHER REPORTABLE COMPENSATION: 47,106 DEFERRED COMPENSATION: 49,000 NON-TAXABLE BENEFITS: 4,823 SUPPLEMENTAL INFORMATION PART III WEINSTEIN, M.D., JOSEPH CARDIOLOGIST - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP DR. WEINSTEIN DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. DURING THE PERIOD COVERED BY THIS FILING AND FOR THE 2011 CALENDAR YEAR, DR. WEINSTEIN PERFORMED SERVICES FOR APG AND WAS COMPENSATED BY CAPHMFP. AS REQUIRED BY THIS FORM 990, DR. WEINSTEIN'S COMPENSATION ATTRIBUTABLE TO THIS POSITION HAS BEEN REPORTED AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY APG: BASE COMPENSATION: 590,523 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 6,508 DEFERRED COMPENSATION: 49,000 NON-TAXABLE BENEFITS: 28,098 SLOWEY, THOMAS FORMER CHIEF FINANCIAL OFFICER - MEDICAL CARE OF BOSTON MANAGEMENT CORP. D/B/A AFFILIATED PHYSICIANS GROUP CHIEF EXECUTIVE OFFICER - BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM MR. SLOWEY SERVED AS THE CHIEF FINANCIAL OFFICER OF APG THROUGH MAY 1, 2011. MR. SLOWEY SERVED AS THE CHIEF FINANCIAL OFFICER OF BIDN FOR THE FULL PERIOD COVERED BY THIS FILING. MR. SLOWEY WAS PAID DIRECTLY BY BIDN. AS REQUIRED BY THE FORM 990, MR. SLOWEY'S COMPENSATION ATTRIBUTABLE TO EACH POSITION HAS BEEN SEPARATELY REPORTED ON THIS FILING AS FURTHER OUTLINED BELOW: PAYMENTS REPORTED BY APG: BASE COMPENSATION: 33,417 BONUS AND INCENTIVE COMPENSATION: 833 OTHER REPORTABLE COMPENSATION: 198 DEFERRED COMPENSATION: 664 NON-TAXABLE BENEFITS: 0 PAYMENTS REPORTED BY BIDN: BASE COMPENSATION: 167,087 BONUS AND INCENTIVE COMPENSATION: 4,167 OTHER REPORTABLE COMPENSATION: 989 DEFERRED COMPENSATION: 3,322 NON-TAXABLE BENEFITS: 0 MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2012-07-11 49910000 REFUND ISSUES DATED 2/11/1198 0 0 0 MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2011-09-15 120280000 REFUND ISSUES DATED 2/11/1198 0 0 0 MA HLTH & ED FAC AUTH 042456011 57586C3S2 2008-06-09 377527010 REFUND ISSUES DATED 1/19/1989, 9/23/1992, 8/12/2004 0 0 0 MA HLTH & ED FAC AUTH 042456011 57586CDK8 2004-08-12 187125000 REFUND ISSUES DATED 9/23/1992, 11/9/1994 0 0 0 49910000 368094 49541906 1 0 1 1 9485000 120280000 290672 119989328 1 0 1 1 48320000 378911689 27356617 3929290 134556855 213068927 2011 1 0 0 1 149125000 187125000 1796643 177336630 1 0 1 1 0 1 1 1 0 0.00600 0.00100 0.00700 0 0 1 1 CITI BANK 0 1 0 0 0 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 AND OVERSEES A REGIONAL HEALTH CARE DELIVERY SYSTEM COMPRISED OF TEACHING AND COMMUNITY HOSPITALS, PHYSICIAN GROUPS AND OTHER CAREGIVERS. CAREGROUP'S PURPOSES INCLUDE THE SUPPORT OF PERSONALIZED, PATIENT CENTERED CARE AND EXCELLENCE IN MEDICAL EDUCATION AND RESEARCH. CAREGROUP AND SOME OF ITS AFFILIATES JOINTLY BORROW DEBT AS AN OBLIGATED GROUP. THE OBLIGATED GROUP MEMBERS ARE: CAREGROUP, BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), MOUNT AUBURN HOSPITAL (MAH), NEW ENGLAND BAPTIST HOSPITAL (NEBH), BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM (BIDN), 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 MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) 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 BIDMC - 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 BIDN'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 MOUNT AUBURN HOSPITAL 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 PART II, LINE 11, COLUMNS A, B & D: THE AMOUNT OF OTHER SPENT PROCEEDS RELATES TO THE REFUNDING PROCEEDS OF THE ISSUES. PART II, LINE 11, COLUMN C: $8,993,760 OF THE PROCEEDS LISTED WERE USED FOR TERMINATION OF THE HEDGE AGREEMENT, WITH THE REMAINDER USED FOR REFUNDING PURPOSES OF THE ISSUE. SCHEDULE K PART II LINE 8 - YEAR OF SUBSTANTIAL COMPLETION OF PROJECT(S) THE PROJECTS FINANCED AND/OR REFINANCED WITH TAX-EXEMPT BOND FINANCING WERE COMPLETED, OR WILL BE COMPLETED, ON VARIOUS DATES. 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 BETH ISRAEL DEACONESS MEDICAL CENTER, BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, NEW ENGLAND BAPTIST HOSPITAL, NEW ENGLAND BAPTIST MEDICAL ASSOCIATES, MOUNT AUBURN HOSPITAL, MOUNT AUBURN PROFESSIONAL SERVICES AND MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP. 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, 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, 2012 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 V APG IS CURRENTLY IN THE PROCESS OF ADOPTING A FORMAL WRITTEN POLICY WHICH WILL ENSURE THAT VIOLATIONS OF FEDERAL TAX REQUIREMENTS ARE TIMELY IDENTIFIED AND CORRECTED THROUGH THE VOLUNTARY CLOSING AGREEMENT PROGRAM IF SELF-REMEDIATION IS NOT AVAILABLE. IN THE MEANTIME, EACH MEMBER OF THE CAREGROUP OBLIGATED GROUP MONITORS USES OF ITS TAX-EXEMPT FINANCED FACILITIES IN CONJUNCTION WITH THE CAREGROUP, INC. TAX DEPARTMENT AND BOND COUNSEL. J LEWIS FAMILY OF S. LEWIS 33655 SALARY 0 E ROSENBERG FAMILY OF S. ROSENBERG 67206 SALARY 0 S FREEDMAN MD FAMILY OF M. ZEIDEL 233152 SALARY 0 SCHEDULE L - PART IV COLUMN (D) DESCRIPTION OF TRANSACTION INVOLVING INTERESTED PERSONS STANLEY M. LEWIS, MD, IS A DIRECTOR AND CARDIOLOGIST OF MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) AND TRUSTEE OF BETH ISRAEL DEACONESS HOSPITAL (BIDMC) - NEEDHAM. HE ALSO CURRENTLY SERVES ON THE BOARD OF DIRECTORS FOR CARDIOVASCULAR ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BIDMC, INC. AND BIDMC - MILTON. HIS SON, JASON JONATHAN LEWIS, IS A SECOND YEAR (PGY2) EMERGENCY MEDICINE RESIDENT CURRENTLY EMPLOYED BY BIDMC. HIS SALARY AND OTHER INCOME INCLUDE:BASE COMPENSATION: $27,707BONUS AND INCENTIVE COMPENSATION: $0OTHER REPORTABLE COMPENSATION: $2CONTRIBUTION TO EMPLOYEE BENEFIT PLANS INCLUDES:DEFERRED COMPENSATION: $0NON-TAXABLE BENEFITS: $5,946STUART A. ROSENBERG, MD, A DIRECTOR OF MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) AS OF JUNE 15, 2011 WHO ALSO SERVES AS A DIRECTOR (EX-OFFICIO) OF BIDMC, THE SOLE MEMBER OF APG, AND AS PRESIDENT AND CEO OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER (HMFP). DR. ROSENBERG'S DAUGHTER, ELIZABETH ROSENBERG, IS AN ULTRASOUND TECHNOLOGIST AT BIDMC. HER SALARY AND OTHER INCOME INCLUDE:BASE COMPENSATION: $55,590BONUS AND INCENTIVE COMPENSATION: $0OTHER REPORTABLE COMPENSATION: $4CONTRIBUTION TO EMPLOYEE BENEFIT PLANS INCLUDES: DEFERRED COMPENSATION: $0NON-TAXABLE BENEFITS: $11,616MARK L. ZEIDEL, M.D., A MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) DIRECTOR, BIDMC DIRECTOR (EX-OFFICIO), AND CLINICAL CHIEF OF MEDICINE AT BIDMC/CLINICAL CHAIR OF MEDICINE AT HMFP, IS MARRIED TO SUSAN FREEDMAN, MD, A PHYSICIAN EMPLOYED BY HMFP AND APG. HMFP IS INTEGRALLY RELATED TO BIDMC AND APG. DR. FREEDMAN'S SALARY AND OTHER INCOME INCLUDES:BASE COMPENSATION: $197,878BONUS AND INCENTIVE COMPENSATION: $0OTHER REPORTABLE COMPENSATION: $3,597 CONTRIBUTION TO EMPLOYEE BENEFIT PLANS INCLUDES:DEFERRED COMPENSATION: $24,000 NON-TAXABLE BENEFITS: $7,677BIDMC AND ITS AFFILIATES INCLUDING APG ALL MAINTAIN ACCOUNTABLE BUSINESS EXPENSE REIMBURSEMENT PLANS. FROM TIME TO TIME, APG, BIDMC OR ANOTHER AFFILIATE 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 ARM'S LENGTH AND IN ACCORDANCE WITH THE APG CONFLICT OF INTEREST POLICY. DESCRIPTION OF ORGANIZATION MISSION FORM 990, PART III, LINE 1 MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) IS A NETWORK OF COMMUNITY BASED PHYSICIANS AND HOSPITALISTS AFFILIATED WITH BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER OR BIDMC) IN BOSTON, MASSACHUSETTS, BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM AND BETH ISRAEL DEACONESS HOSPITAL - MILTON, IN NEEDHAM AND MILTON MASSACHUSETTS, RESPECTIVELY. APG IS DEDICATED TO PROVIDING HIGH-QUALITY, CUTTING-EDGE CARE TO PATIENTS IN THE COMMUNITIES WHERE THEY LIVE AND WORK, REGARDLESS OF THE PATIENTS ABILITY TO PAY, RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, NATIONAL ORIGIN, ANCESTRY, AGE, OR DISABILITY. IN ADDITION, APG PROVIDES MANAGEMENT AND SUPPORT SERVICES TO ITS NETWORK OF COMMUNITY BASED PHYSICIANS. PRIMARY CARE SERVICES FORM 990, PART III, LINE 4A MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) HAS APPROXIMATELY FORTY PHYSICIAN OFFICES THAT SPECIALIZE IN THE DELIVERY OF PRIMARY CARE AND FAMILY MEDICINE IN APPROXIMATELY TWENTY COMMUNITIES IN AND AROUND THE BOSTON, MASSACHUSETTS AREA. PRIMARY CARE PHYSICIANS ARE COMMUNITY BASED MEDICAL DOCTORS WHO GENERALLY PROVIDE THE FIRST CONTACT FOR A PATIENT WITH A NON-EMERGENT UNDIAGNOSED HEALTH CONCERN, AS WELL AS CONTINUING CARE FOR A VARIETY OF MEDICAL CONDITIONS, KEEPING CARE IN THE COMMUNITY WHEN IT IS APPROPRIATE. WHEN ADVANCED CARE IS NEEDED, PATIENTS HAVE SEAMLESS ACCESS TO LEADING-EDGE TREATMENT FROM BETH ISRAEL DEACONESS MEDICAL CENTER, A WORLD RENOWNED TERTIARY CARE ACADEMIC MEDICAL CENTER. DURING THE FISCAL YEAR COVERED BY THIS RETURN, APG PHYSICIANS HAD 308,519 PRIMARY CARE PATIENT VISITS. HOSPITALIST PROGRAM FORM 990, PART III, LINE 4B APG HOSPITALISTS ARE PHYSICIANS WHO SPECIALIZE IN THE CARE OF THE HOSPITALIZED PATIENT AND THESE PHYSICIANS PROVIDE PATIENT CONTINUITY OF CARE FOR APG PATIENTS WHEN THEY ARE IN THE HOSPITAL. THEIR EXCLUSIVE FOCUS IS PROVIDING THE BEST PATIENT CARE FOR THE PATIENT DURING A HOSPITAL STAY. HOSPITALISTS ARE IN THE HOSPITAL THROUGHOUT THE DAY AND CAN QUICKLY FOLLOW-UP ON PATIENT PROGRESS AND TEST RESULTS, AND COMMUNICATE WITH THE PATIENT ON A ROUTINE BASIS WHILE HOSPITALIZED. THEY DO NOT SEE PATIENTS IN THE PRIMARY CARE OFFICES OR IN THE OUTPATIENT CLINICS SO THEIR SOLE FOCUS IS TO TREAT AND COORDINATE TREATMENT OF APG HOSPITALIZED PATIENTS BY COMMUNICATING WITH APG PATIENTS' PRIMARY CARE PHYSICIANS AS WELL AS ENSURING COORDINATION WITH ANY REQUIRED SPECIALISTS DURING A PATIENT'S HOSPITAL STAY. CARDIOLOGY SERVICES FORM 990, PART III, LINE 4C DURING THE PERIOD COVERED BY THIS FILING, APG MAINTAINED AN OFFICE IN EASTON, MA THAT SPECIALIZED IN CARDIOLOGY CARE AND PROVIDED COMPREHENSIVE CARDIOLOGY CONSULTATIVE SERVICES FOR ALL MANNER OF CARDIAC CONDITIONS, INCLUDING PRE-SURGICAL EVALUATION, AND ONGOING FOLLOW-UP FOR EXISTING CARDIOLOGY PATIENTS IN EASTON, MA. THIS PRACTICE PROVIDED NEEDED ACCESS TO THIS SPECIALIZED CARE FOR THE RESIDENTS OF THE BROCKTON-WHITMAN-EASTON AREA AS WELL AS SURROUNDING COMMUNITIES. FOR THE PERIOD COVERED BY THIS FILING, THIS OFFICE HAD 7,842 PATIENT VISITS AND PROCEDURES, PROVIDING THE FOLLOWING SERVICES: CARDIOLOGY CONSULTATION FOR OUTPATIENTS, CARDIAC REHABILITATION SERVICES, STRESS TESTING AND ECHOCARDIOGRAPHY. OTHER FORM 990, PART III, LINE 4D OTHER SPECIALIST AND SUB-ACUTE SERVICES: EXPENSES $4,939,840. INCLUDING GRANTS OF $ 0. REVENUE $5,127,601. STATEMENT REGARDING AUDITED FINANCIAL STATEMENTS FORM 990, PART IV, QUESTION 12 AND 12A THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) AND AFFILIATES FOR FISCAL YEAR ENDED SEPTEMBER 30, 2012. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDED THE ACCOUNTS OF BIDMC AND ITS SUBSIDIARIES, BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP, INC. (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC., THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES, AS WELL AS ALL ENTITIES FOR WHICH THESE ENTITIES SERVE AS MEMBER. 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. STATEMENT REGARDING PAYROLL PART V, QUESTION 2B BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), THE MEMBER OF MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG), SERVES AS APG'S COMMON PAY AGENT. IN ACCORDANCE WITH INSTRUCTIONS TO THE 2011 FORM 990, APG IS REPORTING THE NUMBER OF FORMS W-2 ISSUED AS IF THEY HAD BEEN ISSUED DIRECTLY BY APG. FORM 990, PART VI, SECTION A, LINE 6 BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS A TERTIARY CARE ACADEMIC MEDICAL CENTER. BIDMC, A FLAGSHIP TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL, IS KNOWN FOR ITS EXEMPLARY PATIENT CARE, CONDUCTING "LEADING EDGE" CLINICAL AND BASIC SCIENCE RESEARCH AND SUPPORTING OUTSTANDING EDUCATIONAL PROGRAMS. BIDMC IS A HOSPITAL EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) OF 1986 AS AMENDED, AND ACTING THROUGH ITS BOARD OF DIRECTORS, IS THE SOLE MEMBER OF MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION D/B/A AFFILIATED PHYSICIANS GROUP, INC. (APG). FORM 990, PART VI, SECTION A, LINE 7A BIDMC DOES NOT APPOINT MEMBERS OF THE APG BOARD OF DIRECTORS, HOWEVER, BIDMC HAS THE RIGHT TO APPROVE APG'S DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B ADDITIONALLY, PURSUANT TO THE APG BY-LAWS, BIDMC HAS THE FOLLOWING RIGHTS: - THE POWER AND AUTHORITY TO APPROVE ANNUAL OPERATING AND CAPITAL BUDGETS FOR APG AS WELL AS THE POWER TO APPROVE THE OVERALL STRATEGIC AND FINANCIAL PLANS FOR APG CONSISTENT WITH THE STRATEGIC AND FINANCIAL PLANS OF THE MEMBER. IN ADDITION, UNDER CERTAIN CIRCUMSTANCES THE MEMBER ALSO APPROVES ANNUAL OPERATING BUDGET VARIANCES OF OVER $500,000 PER FISCAL YEAR; - TO APPROVE ANY CAPITAL EXPENDITURE NOT REFLECTED IN AN APPROVED CAPITAL BUDGET PROVIDED THAT THE PRESIDENT MAY APPROVE CAPITAL EXPENDITURES NOT REFLECTED IN AN APPROVED CAPITAL BUDGET TO THE EXTENT (IF ANY) APPROVED BY THE MEMBER PURSUANT TO A STANDING AUTHORIZATION AS REFLECTED IN A BOARD RESOLUTION ADOPTED BY THE MEMBER; - TO APPROVE THE BORROWING OF, OR INCURRENCE OF DEBT IN, ANY AMOUNT OTHER THAN (A) FOR PURPOSES OF SECURING WORKING CAPITAL FROM A LENDER WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER AND PURSUANT TO THEN EXISTING LOAN DOCUMENTATION CONTAINING THE TERMS AND PROVISIONS RELATING TO SUCH BORROWING WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER, AND (B) DEBT INCURRED IN THE ORDINARY COURSE OF BUSINESS WHICH IS ANTICIPATED IN AND CONSISTENT WITH THE ANNUAL OPERATING BUDGET OR A CAPITAL BUDGET WHICH SHALL HAVE BEEN APPROVED BY THE MEMBER FOR THE YEAR IN WHICH INCURRED; - TO SELECT IN CONSULTATION WITH THE AUDIT COMMITTEE OF THE MEMBER AND THE FINANCE AND AUDIT COMMITTEES OF APG, AN INDEPENDENT AUDITOR TO EXAMINE THE FINANCIAL ACCOUNTS OF APG; - TO APPROVE THE CREATION, ACQUISITION OR DISPOSAL OF ANY SUBSIDIARY OR AFFILIATED CORPORATION, OR THE ENTERING INTO OF ANY JOINT VENTURE OR OTHER PARTNERSHIP ARRANGEMENT BY APG; - TO APPROVE ANY VOLUNTARY DISSOLUTION, MERGER OR CONSOLIDATION OF APG OR ANY SUBSIDIARY, OR THE SALE, LEASE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF AOG OR ANY SUBSIDIARY; - TO APPROVE THE ELECTION OF ELECTED DIRECTORS, THE APPOINTMENT OF THE PRESIDENT OF APG, THE REMOVAL OF ANY ELECTED DIRECTOR OR THE PRESIDENT OF APG, AND THE FILLING OF VACANCIES IN BOARD SEATS HELD BY ELECTED DIRECTORS OR IN THE OFFICE OF PRESIDENT; - TO APPROVE THE APPOINTMENT OR REMOVAL OF THE MANAGED CARE CONTRACTING ORGANIZATION FOR APG, CONTRACTS INCLUDING MATERIAL EXCLUSIVITY OR NON-COMPETITION PROVISIONS, AND ANY MULTI-YEAR CONTRACT WITH AN ANNUAL BUDGET IMPACT OF $500,000 OR MORE, SHALL BE SUBJECT TO APPROVAL BY THE MEMBER. THE MEMBER IS ALSO AUTHORIZED TO ACT AS APG'S NON-EXCLUSIVE AGENT AND ATTORNEY-IN-FACT FOR PURPOSES OF NEGOTIATING AND EXECUTING MANAGED CARE CONTRACTS; - TO TAKE ACTION TO CAUSE ASSETS OF APG TO BE TRANSFERRED, OTHER THAN IN THE ORDINARY COURSE OF CONDUCT OF APG'S BUSINESS, TO THE MEMBER TO ADVANCE THE CHARITABLE PURPOSES OF THE MEMBER OR OF AN AFFILIATE OF THE MEMBER; AND, - OTHER POWERS AND RIGHTS AS VESTED BY LAW. FORM 990, PART VI, SECTION B, LINE 11 THE FORM 990 IS PREPARED BY DELOITTE TAX IN CONJUNCTION WITH THE FINANCE STAFF OF MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP, INC. (APG). THE RETURN IS REVIEWED BY THE CHIEF FINANCIAL OFFICER OF APG AND THE TAX DIRECTOR OF CAREGROUP, WHICH IS THE MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC). BIDMC IS THE SOLE MEMBER OF APG. A COPY OF THE COMPLETE FORM 990 IS THEN PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS OF THE FILING ENTITY PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP, INC. (APG) HAS A WRITTEN, COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES OF APG ARE ASKED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST FORM WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS AND 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. CAREGROUP, INC. (CAREGROUP) IS AN ORGANIZATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) AND A SUPPORT ORGANIZATION OF APG. BIDMC IS THE SOLE MEMBER OF APG. THE CAREGROUP DEPARTMENT OF INTERNAL AUDIT ADMINISTERS A CONFLICT OF INTEREST QUESTIONNAIRE PROCESS ANNUALLY ON BEHALF OF APG AND PROVIDES A SUMMARY OF POSITIVE RESPONSES TO APG'S MANAGEMENT FOR REVIEW AND DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRES ACTION UNDER THE CONFLICT OF INTEREST POLICY IS SUBJECT TO ONGOING REVIEW BY APG. 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. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE CAREGROUP TAX DEPARTMENT ISSUES AN ANNUAL TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE APG BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER APG OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE IS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR APG TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE 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 MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG) HAS A COMPENSATION COMMITTEE THAT IS COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS. THE CHAIR AND THE MAJORITY OF ITS MEMBERS ARE INDEPENDENT. THE APG COMPENSATION COMMITTEE ESTABLISHES THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CHIEF EXECUTIVE OFFICER (CEO), CHIEF FINANCIAL OFFICER (CFO) AND CHIEF OPERATING OFFICER (COO). BIDMC IS THE SOLE MEMBER OF APG AND THE BIDMC SENIOR VICE PRESIDENT SUPPORTS THE APG COMPENSATION COMMITTEE IN RETAINING COUNSEL TO PROVIDE COMPARABILITY DATA RELATED TO THIS PROCESS. THE APG COMPENSATION COMMITTEE IS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED TO THESE INDIVIDUALS IS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIES WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. IN SETTING COMPENSATION, THE COMPENSATION COMMITTEE RELIES UPON BI-ANNUAL WRITTEN COMPENSATION SURVEYS/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. APG REVIEWS INDUSTRY TRENDS WITH THE CONSULTANT IN THE INTERVENING YEARS. IN ADDITION, DURING THE PERIOD COVERED BY THIS FILING, APG ENGAGED ITS INDEPENDENT CONSULTANT IN A ONE-TIME OFF-CYCLE WRITTEN REVIEW PROCESS FOR ITS CEO, RELATED TO THE REVIEW OF HIS COMPENSATION. THE COMPENSATION COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY DATA PREPARED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM. TO ENSURE INDEPENDENCE, NO APG STAFF THAT MIGHT PROVIDE ADMINISTRATIVE SUPPORT TO THIS COMMITTEE WAS PRESENT FOR THESE DISCUSSIONS. THE COMPENSATION COMMITTEE VOTED TO APPROVE THE COMPENSATION ARRANGEMENTS FOR THE CFO AND COO AND THE COMPENSATION PACKAGE FOR THE CEO WAS SUBMITTED TO THE FULL APG BOARD OF DIRECTORS FOR APPROVAL. ALL DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN MINUTES. THE APG CHIEF MEDICAL OFFICER (CMO) IS EMPLOYED BY HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER (HMFP). AS NOTED PREVIOUSLY IN THIS RETURN, THE MEDICAL CENTER IS THE SOLE MEMBER OF APG AND IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES, APG HAS IMPLEMENTED AN INCENTIVE COMPENSATION PROGRAM FOR THE CMO BASED ON INDEPENDENT GOALS AND OBJECTIVES. THE APG COMPENSATION COMMITTEE APPROVES THE INCENTIVE PAYMENT. IN ADDITION, THE CMO'S OVERALL COMPENSATION PACKAGE IS SUBJECT TO THE POLICIES AND PROCEDURES OF THE HMFP COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 THE FORM 990, FORM 990-T, GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A AFFILIATED PHYSICIANS GROUP, INC. 464 HILLSIDE AVENUE NEEDHAM, MA 02494 WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY FORM 990, PART VI, SECTION B, QUESTION 14 AS PREVIOUSLY NOTED, BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC) IS THE SOLE MEMBER OF MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A AFFILIATED PHYSICIANS GROUP (APG). APG DOES NOT MAINTAIN ITS OWN WRITTEN DOCUMENT RETENTION AND DESTRUCTION POLICY; HOWEVER, BIDMC HAS A WRITTEN RECORDS MANAGEMENT POLICY WHICH APG INFORMALLY USES FOR GUIDANCE. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFER FROM AFFILIATE 15,195,415. TOTAL TO FORM 990, PART XI, LINE 5: 15,195,415. OTHER CHANGES IN NET ASSETS OR FUND BALANCES PART XI, LINE 5 AS NOTED THROUGHOUT THIS FILING, BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), IS A TERTIARY CARE ACADEMIC MEDICAL CENTER, FLAGSHIP TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL, AN ENTITY EXEMPT FROM INCOME TAXES UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE SOLE MEMBER OF APG. DURING THE FISCAL PERIOD COVERED BY THIS FILING, BIDMC TRANSFERRED FUNDS IN THE AMOUNT OF $15,195,416 TO SUPPORT APG'S CHARITABLE ACTIVITIES. FINANCIAL STATEMENTS AND COMMITTEE OVERSIGHT FORM 990, PART XII, QUESTION 2B, 2C AND 2D AS PREVIOUSLY NOTED IN THIS FILING, BETH ISRAEL DEACONESS MEDICAL CENTER, A TERTIARY CARE ACADEMIC MEDICAL CENTER, FLAGSHIP TEACHING HOSPITAL OF HARVARD MEDICAL SCHOOL, AN ENTITY EXEMPT FROM INCOME TAXES UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, IS THE SOLE MEMBER OF APG. THE FINANCIAL RECORDS OF APG ARE AUDITED EACH YEAR AS PART OF THE BIDMC 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 BIDMC COMPLIANCE, AUDIT AND RISK COMMITTEE AS WELL AS THE APG AUDIT COMMITTEE. ASSOC PHYS HARVARD MED FAC PHY AT BIDMC 375 LONGWOOD AVE BOSTON MA 02215 320058309 TO PROVIDE EMERGENCY MEDICAL SERVICES MA 501(C)(3) LINE 11A, I HARVARD MED FAC PHYS AT BIDMC 0 BI ANAESTHESIA FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 042997215 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI COMMUNITY FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 042776678 INACTIVE CORPORATION MA 501(C)(3) LINE 7 N/A 0 BI DEACONESS DEPARTMENT OF MEDICINE FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 043079630 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI DEACONESS DEPARTMENT OF NEONATOLOGY FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 208253452 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI DEACONESS DEPARTMENT OF NEUROLOGY FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 043030397 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI DEACONESS DEPARTMENT OF ORTHOPAEDIC SURGERY FOUNDATION INC 330 BROOKLINE AVE BOSTON MA 02215 204974585 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI DEACONESS DEPARTMENT OF SURGERY FOUNDATION INC 110 FRANCIS STREET BOSTON MA 02215 020671240 PATIENT CARE, RESEARCH AND TEACHING MISSIONS OF BIDMC, HFMP AND HMS MA 501(C)(3) LINE 11A, I HMFP AT BIDMC 0 BI DEACONESS HOSPITAL - NEEDHAM INC 148 CHESTNUT ST NEEDHAM MA 02492 043229679 HOSPITAL FOR THE TREATMENT, CARE AND RELIEF OF SICK AND SUFFERING PERSONS. 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