2013-08-14T08:30:05-05:00 2012-09-30 346565596 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE SUITE 2600 INDIANAPOLIS IN 46204 990 2011-10-01 061330992 NORTHEAST MEDICAL GROUP INC NORT 2036889642 226 MILL HILL AVE BRIDGEPORT CT 06610 JAMES M STATEN 2036889642 2013-08-12 0 CHRISTOPHER B BOGGS P00032493 3176817000 2011 2016-02-24 21:20:13Z JAMES M STATEN 789 HOWARD AVENUE NEW HAVEN CT 06519 111348466 0 X N/A X 1991 CT TO RENDER AND PROMOTE A HIGH QUALITY OF MEDICAL CARE SERVICES. 17 4 685 0 0 0 0 0 84542395 111348466 672 0 0 0 84543067 111348466 0 0 0 0 68278848 88936855 0 0 0 29589903 47500898 97868751 136437753 -13325684 -25089287 12260606 17008423 9691691 14439508 2568915 2568915 X TO RENDER MEDICAL TREATMENT TO PATIENTS WITHOUT REGARD TO ABILITY TO PAY FOR SUCH TREATMENT, AND TO PROMOTE A HIGH QUALITY OF MEDICAL CARE AND OTHER SERVICES FOR THE BENEFIT OF ALL PERSONS IN THE COMMUNITIES IT SERVES. 0 0 122419767 111348466 SCHEDULE OIN PURSUIT OF ITS CHARITABLE, SCIENTIFIC AND EDUCATIONAL ACTIVITIES, NORTHEAST MEDICAL GROUP INCURRED COSTS RELATED TO PROVIDING MEDICAL CARE THROUGH ITS PHYSICIANS TO PATIENTS OF HOSPITALS AFFILIATED WITH YALE-NEW HAVEN HEALTH SERVICES CORPORATION AND TO PATIENTS THROUGHOUT THE COMMUNITY SERVED BY THESE HOSPITALS. THESE SERVICES INCLUDED DIRECT PATIENT CARE AND MEDICAL RESEARCH ALONG WITH ADMINISTRATIVE SERVICES PROVIDED TO HOSPITALS AFFILIATED WITH YALE NEW HAVEN HEALTH SERVICES CORPORATION, ALL OF WHICH PROMOTE AND ENHANCE THE QUALITY OF HEALTH CARE WITHIN THE COMMUNITY. EXAMPLE OF SERVICES PROVIDED BY THE CORPORATION INCLUDES THE FOLLOWING: 1.THE STUDY, DIAGNOSIS AND TREATMENT OF HUMAN AILMENTS AND INJURIES BY LICENSED PERSONS. 2.THE RENDERING OF MEDICAL AND SURGICAL TREATMENT, CONSULTATION OR ADVICE BY EMPLOYEES OR AGENTS OF THE CORPORATION, ALL OF WHOM MUST BE PERSONS LICENSED UNDER CONNECTICUT LAW, TO PATIENTS WITHOUT REGARD TO RACE, COLOR, CREED, SEX, AGE OR ABILITY TO PAY FOR SUCH CARE AND SERVICES. 3.THE PROMOTION, ENHANCEMENT, IMPROVEMENT AND DEVELOPMENT OF MEDICAL SURGICAL AND SCIENTIFIC RESEARCH AT HOSPITALS AFFILIATED WITH YALE NEW HAVEN HEALTH SERVICES CORPORATION AND THROUGHOUT THE COMMUNITIES THEY SERVE. 4.THE PROMOTION, ENHANCEMENT, IMPROVEMENT AND AUGMENTATION OF THE QUALITY OF MEDICAL AND CLINICAL EDUCATION AND PATIENT CARE AT HOSPITALS AFFILIATED WITH YALE NEW HAVEN HEALTH SERVICES CORPORATION. 5.THE PROMOTION AND ENHANCEMENT OF HIGH QUALITY MEDICAL CARE AND OTHER HUMAN SERVICES FOR THE BENEFIT OF ALL PERSONS IN THE COMMUNITIES IT SERVES. 6.THE AUGMENTATION OF THE PLANNING PROCESS FOR THE PROMOTION OF THE GENERAL WELL-BEING AND HUMAN HEALTH NEEDS OF THE COMMUNITIES IT SERVES. FREE AND CHARITY SERVICES RELATE TO SERVICES PROVIDED FOR WHICH NO PAYMENT IS ANTICIPATED. THE AMOUNT OF FREE AND CHARITY CARE PROVIDED WAS $241,017 AND $241,312 FOR THE YEARS ENDED SEPTEMBER 30, 2012 AND 2011, RESPECTIVELY. THESE CHARGES ARE NOT INCLUDED IN NET PATIENT SERVICE REVENUE FOR FINANCIAL REPORTING PURPOSES. RELATIONSHIP OF ACTIVITIES -NORTHEAST MEDICAL GROUP PROVIDES PATIENT CARE SERVICES INVOLVING THE DIAGNOSES AND TREATMENT OF HUMAN AILMENTS THAT IMPROVE THE QUALITY OF HEALTH CARE IN THE SERVICE AREA OF PROVIDERS AFFILIATED WITH YALE NEW HAVEN HEALTH SERVICES CORPORATION. MEDICAL CARE IS PROVIDED TO ANYONE REQUIRING CARE, REGARDLESS OF WHETHER THEY HAVE INSURANCE OR THEIR ABILITY TO PAY. IN ADDITION, NORTHEAST MEDICAL GROUP PHYSICIANS ALSO ARE INVOLVED IN PROVIDING MEDICAL EDUCATION, RESEARCH AND ADMINISTRATIVE SERVICES TO HOSPITALS IN YALE NEW HAVEN HEALTH SERVICES CORPORATION. IN ADDITION TO PROVIDING PHYSICIANS TO CARE FOR PATIENTS WHO ARE IN NEED OF CARE AS HOSPITAL INPATIENTS OR IN HOSPITAL CLINICS, NORTHEAST MEDICAL GROUP ALSO OPERATES PRACTICES IN THE COMMUNITY WITH A SPECIAL EMPHASIS ON MUCH-NEEDED PRIMARY CARE SERVICES. NORTHEAST MEDICAL GROUP IS THE PHYSICIAN PRACTICE ARM OF YALE NEW HAVEN HEALTH SYSTEM, AND IS WELL-POSITIONED TO ASSIST YALE NEW HAVEN HEALTH SYSTEM RESPOND TO THE MANY CHANGES IN THE INDUSTRY ANTICIPATED AS A RESULT OF HEALTH CARE REFORM, INCLUDING THE MOVE TO BUNDLED PAYMENTS, VALUE-BASED PURCHASING AND ACCOUNTABLE CARE ORGANIZATIONS. 122419767 1 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 98 0 685 1 0 0 0 0 0 0 0 0 0 0 X 17 4 1 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X CHRIS PONZIO 2036881483 789 HOWARD AVE NEW HAVEN CT 06519 X PETER N HERBERT 1.00 X X 0 1604613 35999 GAYLE CAPOZZALO 1.00 X X 0 1217519 203569 BRUCE MCDONALD THRU 9132012 40.00 X X 518760 0 57690 JAMES M STATEN 1.00 X X 0 1065364 323317 ROBERT NORDGREN 40.00 X X 331674 0 177472 FRANK A CORVINO 1.00 X 0 1447388 157265 ANDREW KENLER 40.00 X 581825 0 39128 BRIAN DORAN 1.00 X 0 475665 36208 HENRY CABIN 1.00 X 0 0 0 RICHARD D'AQUILLA 1.00 X 0 1269670 364715 JOSEPH CUTERI 40.00 X 269550 0 34129 DAVID LEFFELL 1.00 X 0 0 0 RONALD VENDER 1.00 X 0 0 0 BARBARA WARD 40.00 X 548774 0 49521 JUDY KLEINSTEIN 2.00 X 7500 0 0 FRANKLIN LORIA 40.00 X 281856 0 46254 PETER SCHULAM 1.00 X 0 0 0 WILLIAM JENNINGS 1.00 X 0 531185 303580 RAYMOND MCCARTHY 40.00 X 57809 0 0 STUART ZARICH 40.00 X 488677 0 38114 ROBERT STILLER 40.00 X 485740 0 49544 MARY PRONOVOST 40.00 X 503984 0 36673 ANNETTE BOND 40.00 X 471740 0 64215 NABIL ATWEH 40.00 X 527827 0 46662 HOPE JUCKEL-REGAN 63011 0.00 X 0 759395 30533 JOSEPH EVANGELISTA 12011 0.00 X 167418 0 32949 ROBERT TREFRY 9302010 0.00 X 0 1221236 0 5243134 9592035 2127537 219 1 1 0 CARDIAC SPECIALIST OF FFLD 1305 POST ROAD FAIRFIELD CT 06430 MEDICAL 10781647 MEDICAL HEALTHCARE SOLUTION 100 BRICKSTONE SQUARE ANDOVER MA 01810 BILLING 1691106 YALE MEDICAL GROUP 333 CEDAR STREET NEW HAVEN CT 06519 MEDICAL 1333507 GASTRO HEPATOBILIARY CONSULTANTS NYMC-MUNGER PAV STE 206 VALHALLA NY 10595 MEDICAL 600000 VANTAGEPOINT LLC 9 WASHINGTON AVENUE HAMDEN CT 06518 MEDICAL 193852 7 CONTRACT REVENUE 621300 58917694 58917694 NET PATIENT REVENUE 621400 52430772 52430772 111348466 111348466 111348466 0 0 2764874 2764874 72815926 69369158 3446768 2372880 2177864 195016 6952784 6346355 606429 4030391 3699152 331239 151791 77768 74023 26130 13387 12743 31738422 25677818 6060604 770296 534290 236006 2760557 2749316 11241 780682 659284 121398 6264044 6219824 44220 BAD DEBT EXPENSE 2204005 2204005 MEDICAL EDUCATION 1034243 1034243 MEDICAL & SURGICAL SUPP 954284 953712 572 OFFICE SUPPLIES 476356 457606 18750 340088 245985 94103 136437753 122419767 14017986 0 1876218 2833940 5998304 4926069 129104 1538018 2744447 1750783 1217032 993664 23710 0 3016238 6716732 12260606 17008423 9691691 14439508 9691691 14439508 X 2568915 2568915 2568915 2568915 12260606 17008423 X -25089287 25089287 X 0 1 1 X 0 X 30426398 34925969 52592359 84542395 111348466 313835587 30426398 34925969 52592359 84542395 111348466 313835587 0 11963510 12951259 28565979 44980982 35337879 133799609 11963510 12951259 28565979 44980982 35337879 133799609 180035978 55874 29037 1276 672 86859 55874 29037 1276 672 86859 30482272 34955006 52593635 84543067 111348466 313922446 0.57350 0.52040 0.00030 X 1207522 826825 380697 1536925 923958 612967 993664 DUE FROM AFFILIATES 1365184 OTHER ASSETS 59115 GOODWILL 266975 OTHER INTANGIBLE ASSETS 881500 OTHER ASSETS - EPIC 3416520 MISCELLANEOUS ACCOUNTS RECEIVABLES 727438 6716732 111348466 136437753 -25089287 25089287 25089287 0 114706406 3357940 3357940 111348466 0 111348466 141216462 4778709 4778709 136437753 0 136437753 PART XI, LINE 8 - OTHER ADJUSTMENTS: TRANSFER FROM YALE-NEW HAVEN HEALTH SERVICES 26,510,055. TRANSFER TO NEMG PLLC -1,420,768. TOTAL TO SCHEDULE D, PART XI, LINE 8: 25,089,287. PART XII, LINE 2D - OTHER ADJUSTMENTS: INCOME REPORTED ON NEMG, PLLC RETURN 3,357,940. PART XIII, LINE 2D - OTHER ADJUSTMENTS: EXPENSES REPORTED ON NEMG, PLLC RETURN 4,778,709. X X 0 1 0 0 0 0 0 1 0 PETER N HERBERT 0 806954 0 223205 0 574454 0 19317 0 16682 0 1640612 0 15904 GAYLE CAPOZZALO 0 611828 0 225236 0 380455 0 140600 0 62969 0 1421088 0 0 BRUCE MCDONALD THRU 9132012 405372 0 84946 0 28442 0 26667 0 31023 0 576450 0 0 0 JAMES M STATEN 0 746357 0 242448 0 76559 0 281624 0 41693 0 1388681 0 0 ROBERT NORDGREN 294233 0 0 0 37441 0 114735 0 62737 0 509146 0 0 0 FRANK A CORVINO 0 791049 0 288056 0 368283 0 135248 0 22017 0 1604653 0 447 ANDREW KENLER 565205 0 0 0 16620 0 15878 0 23250 0 620953 0 0 0 BRIAN DORAN 0 390948 0 68217 0 16500 0 12344 0 23864 0 511873 0 11107 RICHARD D'AQUILLA 0 832927 0 284463 0 152280 0 313478 0 51237 0 1634385 0 0 JOSEPH CUTERI 265153 0 0 0 4397 0 10648 0 23481 0 303679 0 0 0 BARBARA WARD 526654 0 0 0 22120 0 13286 0 36235 0 598295 0 0 0 FRANKLIN LORIA 244478 0 20120 0 17258 0 11117 0 35137 0 328110 0 0 0 WILLIAM JENNINGS 0 493532 0 0 0 37653 0 216103 0 87477 0 834765 0 0 STUART ZARICH 466457 0 0 0 22220 0 20354 0 17760 0 526791 0 0 0 ROBERT STILLER 443613 0 15427 0 26700 0 26667 0 22877 0 535284 0 0 0 MARY PRONOVOST 456864 0 25000 0 22120 0 13192 0 23481 0 540657 0 0 0 ANNETTE BOND 437642 0 17383 0 16715 0 19600 0 44615 0 535955 0 0 0 NABIL ATWEH 488881 0 16699 0 22247 0 23181 0 23481 0 574489 0 0 0 HOPE JUCKEL-REGAN 63011 0 197003 0 71115 0 491277 0 26008 0 4525 0 789928 0 0 JOSEPH EVANGELISTA 12011 145338 0 0 0 22080 0 10200 0 22749 0 200367 0 0 0 ROBERT TREFRY 9302010 0 0 0 244656 0 976580 0 0 0 0 0 1221236 0 172500 PART I, LINE 4B SEVERENCE NONQUALIFIED EQUITY-BASED WILLIAM M. JENNINGS $0 $107,120 $0 JAMES STATEN $0 $139,024 $0 RICHARD D' AQUILLA $0 $161,328 $0 ROBERT NORDGREN $0 $60,752 $0 THE INDIVIDUALS LISTED ABOVE ARE PARTICIPANTS IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. THESE ACCRUALS ARE INCLUDED IN THE AMOUNTS REPORTED IN PART II, COLUMN C (DEFERRED COMPENSATION) AND REPRESENTS BOTH THE REPORTING ENTITY'S AND RELATED ENTITY'S COMBINED AMOUNTS CONSISTENT WITH THE COMPENSATION REPORTING PER IRS INSTRUCTIONS. INDIVIDUALS LISTED BELOW BECAME VESTED IN BENEFITS VALUED AT THE AMOUNTS RESPECTIVELY REPORTED DURING THE REPORTING YEAR. INCLUDED IN SECTION II, COLUMN B (III) ARE AMOUNTS VESTED DURING THE 2011 CALENDAR YEAR THAT WERE RECOGNIZED AS TAXABLE EVENTS AND REPORTED IN THE INDIVIDUALS' 2011 CALENDAR YEAR FORM W-2S. GAYLE CAPAZZALO $ 294,699 ROBERT TREFRY $ 24,695 PETER HERBERT $ 486,005 FRANK CORVINO $ 261,824 HOPE JUCKEL-REGAN $ 478,872 THE SUPPLEMENTAL RETIREMENT PLAN IS DESIGNED TO ENSURE THE PAYMENT OF A COMPETITIVE LEVEL OF RETIREMENT INCOME WHEN ADDED TO OTHER SOURCES OF RETIREMENT INCOME IN ORDER TO ATTRACT AND RETAIN KEY MANAGEMENT EMPLOYEES SERVING AS CORPORATE OFFICERS. THE PLAN PROVIDES SUPPLEMENTAL RETIREMENT INCOME THROUGH AN UNFUNDED, NONQUALIFIED DEFERRED COMPENSATION ARRANGEMENT UNDER SECTION 457(F) AND THROUGH A DEFERRED COMPENSATION PLAN UNDER SECTION 409A OF THE INTERNAL REVENUE CODE AND A MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES' PLAN UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (ERISA). PART I, LINE 5 PART I, LINE 7 PART I, LINE 7: THE SHORT TERM INCENTIVE PLAN IS A VARIABLE COMPENSATION PLAN WHICH PROVIDES ONE-TIME PAYMENTS TO ELIGIBLE MEMBERS OF MANAGEMENT IN RECOGNITION OF THE ACCOMPLISHMENT OF KEY ORGANIZATIONAL AND INDIVIDUAL PERFORMANCE OBJECTIVES. PERFORMANCE LEVELS ARE ESTABLISHED AND REVIEWED ANNUALLY AT THRESHOLD, TARGET AND MAXIMUM LEVELS, ACCORDING TO PLANNED "STRETCH" GOALS AND OBJECTIVES. INCENTIVE AWARD OPPORTUNITIES ARE ESTABLISHED ACCORDING TO MARKET PRACTICES BASED ON EACH ELIGIBLE POSITION'S RESPONSIBILITIES, PERFORMANCE AND LEVEL OF AUTHORITY. PERFORMANCE RELATIVE TO STIP AWARD OPPORTUNITIES INCORPORATES A BROAD SPECTRUM OF PRE-DEFINED FINANCIAL AND NON-FINANCIAL METRICS THAT ARE ALIGNED WITH ORGANIZATIONAL MISSION AND VALUES. FORM 990, PART VI PART I, LINE 4 & PART VI, LINE 1B NUMBER OF INDEPENDENT VOTING MEMBERS OF THE GOVERNING BODY PURSUANT TO THE ORGANIZATION'S BYLAWS, THE ORGANIZATION'S SOLE MEMBER, YALE-NEW HAVEN HEALTH SERVICES CORPORATION, AN EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE CODE (THE"PARENT"), APPOINTS OR APPROVES THE ORGANIZATION'S BOARD OF DIRECTORS. THE BYLAWS REQUIRE THAT THE ORGANIZATION'S BOARD OF DIRECTORS BE COMPRISED OF INDIVIDUALS WHO ARE, OR ARE APPOINTED BY, (1) OFFICERS OR EMPLOYEES OF THE PARENT, (2) OFFICERS OR EMPLOYEES OF A RELATED ORGANIZATION OF THE PARENT OR (3) OFFICERS, EMPLOYEES OR INDEPENDENT CONTRACTORS OF THE ORGANIZATION. AS A RESULT, THE MAJORITY OF THE ORGANIZATION'S CURRENT VOTING MEMBERS ARE NOT INDEPENDENT BECAUSE THEY ARE COMPENSATED AS OFFICERS OR EMPLOYEES OF THE ORGANIZATION OR A RELATED ORGANIZATION. CERTAIN OF THESE INDIVIDUALS ARE MEMBERS OF THE ORGANIZATION'S BOARD OF DIRECTORS ONLY AS A FUNCTION OF THEIR ROLES WITH THE PARENT OR THE ORGANIZATION AND CERTAIN OTHERS ARE REQUIRED TO BE EMPLOYEES BY THE ORGANIZATION'S BYLAWS. FORM 990, PART VI, SECTION A, LINE 2 BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS, TRUSTEES, OR KEY EMPLOYEES: SOME OF THE ORGANIZATION'S CURRENT OFFICERS SERVE AS OFFICERS AND/OR DIRECTORS OF A TAXABLE AFFILIATE WITHIN THE ORGANIZATION'S CORPORATE SYSTEM. THE INDIVIDUAL OFFICERS DO NOT HAVE PERSONAL FINANCIAL INTERESTS IN THE TAXABLE AFFILIATE AND SERVE ONLY AS A FUNCTION OF THEIR ROLES WITH THE ORGANIZATION. THE TAXABLE AFFILIATE FOR WHICH SOME OF THE ORGANIZATION'S OFFICERS SERVE ALSO AS OFFICERS AND/OR DIRECTORS IS YALE-NEW HAVEN AMBULATORY SERVICES CORPORATION. FORM 990, PART VI, SECTION A, LINE 6 2009 SAW A CHANGE IN THE CONNECTICUT GENERAL STATUTES ALLOWING HEALTH SYSTEMS SUCH AS YALE NEW HAVEN HEALTH SERVICES CORPORATION TO ORGANIZE AND BECOME MEMBERS OF "MEDICAL FOUNDATIONS," NONSTOCK CORPORATIONS AUTHORIZED TO PROVIDE MEDICAL CARE THROUGH EMPLOYED PHYSICIANS AND AGENTS. YALE NEW HAVEN HEALTH SERVICES CORPORATION TOOK ADVANTAGE OF THIS CHANGE IN THE LAW AND RE-ORGANIZED MILL HILL MEDICAL CONSULTANTS INTO A MEDICAL FOUNDATION, NAMED "NORTHEAST MEDICAL GROUP, INC." NORTHEAST MEDICAL GROUP NOW HAS ONE MEMBER, YALE NEW HAVEN HEALTH SERVICES CORPORATION, A 501(C)(3) ORGANIZATION, INSTEAD OF INDIVIDUAL PHYSICIAN MEMBERS WITHOUT VOTING RIGHTS, AS WAS THE CASE FOR MILL HILL MEDICAL CONSULTANTS. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBER, YALE NEW HAVEN HEALTH SERVICES CORPORATION, HAS THE RIGHT TO ELECT THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBER, YALE-NEW HAVEN HEALTH SERVICES CORPORATION, HAS THE RIGHT TO ELECT THE BOARD OF DIRECTORS OF THE ORGANIZATION, AND (SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS) THE FOLLOWING ADDITIONAL RIGHTS: TO APPROVE THE MERGER, CONSOLIDATION, DISSOLUTION OR THE SALE OF ALL OR SUBSTANTIALLY ALL THE ORGANIZATION'S ASSETS; TO AMEND THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE ORGANIZATION, TO APPROVE THE EXECUTION OF LONG-TERM OR MATERIAL AGREEMENTS, TO APPROVE THE APPOINTMENT OF AN INDEPENDENT AUDITOR AND THE HIRING OF INDEPENDENT COUNSEL, TO AUTHORIZE THE EXECUTION OF CONTRACTS WITH AN UNRELATED THIRD PARTY FOR MANAGEMENT OF THE ASSETS OR OPERATIONS OF THE ORGANIZATION, TO APPROVE ANY TRANSACTION BETWEEN THE ORGANIZATION AND AN AFFILIATE OR THE ORGANIZATION AND A DIRECTOR OF THE ORGANIZATION OR AN AFFILIATE, AND TO APPROVE COMPENSATION OF EMPLOYED PHYSICIANS. FORM 990, PART VI, SECTION B, LINE 11 THE NORTHEAST MEDICAL GROUP ("NEMG") BOARD OF DIRECTORS IS COMPRISED OF INDIVIDUALS WHO ARE OFFICERS OR EMPLOYEES OF THE ORGANIZATION OR A RELATED ORGANIZATION. NEMG IS A MEDICAL FOUNDATION FORMED UNDER CONNECTICUT GENERAL STATUTES SEC. 33-182AA - SEC.33-182FF. PURSUANT TO CONNECTICUT LAW, MEDICAL FOUNDATIONS MUST BE, 'GOVERNED BY A BOARD OF DIRECTORS, WHICH SHALL CONSIST OF AN EQUAL OR GREATER NUMBER OF [HEALTH CARE] PROVIDERS THAN NONPROVIDER EMPLOYEES OF THE MEMBERS, IN ADDITION TO SUCH OTHER DIRECTORS AS MAY BE ELECTED BY THE MEMBERS.' CONN. GEN. STAT. SEC. 33-182BB(A). THE PARENT ENTITY, YALE-NEW HAVEN HEALTH SERVICES CORPORATION (THE SOLE MEMBER OF THE ORGANIZATION AND THE ULTIMATE PARENT OF THE YALE NEW HAVEN HEALTH SYSTEM), IS GOVERNED BY A BOARD OF DIRECTORS COMPRISED OF A MAJORITY OF INDEPENDENT DIRECTORS. IN A MULTI-ENTITY HOSPITAL SYSTEM, THE BOARD OF A SUBSIDIARY NON-PROFIT HEALTH CARE ORGANIZATION IS CONSIDERED TO BE COMPRISED OF INDEPENDENT COMMUNITY MEMBERS IF IT IS CONTROLLED BY AN EXEMPT ORGANIZATION WHOSE BOARD IS COMPRISED OF A MAJORITY OF VOTING MEMBERS WHO ARE INDEPENDENT COMMUNITY MEMBERS (SEE TAX-EXEMPT HEALTH CARE ORGANIZATIONS COMMUNITY BOARD AND CONFLICTS OF INTEREST POLICY, IRS EXEMPT ORGANIZATION CONTINUING PROFESSIONAL EDUCATION INSTRUCTION PROGRAM, HTTP://WWW.IRS.GOV/PUB/IRS-TEGE/EOTOPICC97.PDF, 1997). AS A RESULT OF THIS GOVERNANCE STRUCTURE, AND TO MANAGE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST,THE ORGANIZATION'S BYLAWS PROVIDE THAT ALL DECISIONS REGARDING ORGANIZATION PHYSICIAN COMPENSATION ARE RESERVED TO THE PARENT ENTITY. FOR THE FOREGOING REASONS, THE ORGANIZATION'S FORM 990 HAS BEEN MADE AVAILABLE TO ALL MEMBERS OF THE PARENT ENTITY'S GOVERNING BODY RATHER THAN TO THE ORGANIZATION'S GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 12C NORTHEAST MEDICAL GROUP IS COVERED UNDER THE YALE-NEW HAVEN HEALTH SYSTEM CONFLICT OF INTEREST POLICY. THE YALE NEW HAVEN HEALTH SYSTEM CONFLICT OF INTEREST POLICY (CC:R-7) AND INDIVIDUAL ANNUAL DISCLOSURE FORM APPLIES TO A POOL OF EMPLOYEES, BOARD MEMBERS AND NON-BOARD MEMBERS SERVING ON BOARD COMMITTEES. THESE "COVERED INDIVIDUALS" ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT, UPON BEGINNING EMPLOYMENT OR OTHERWISE BECOMING A COVERED INDIVIDUAL AND ANNUALLY THEREAFTER. COVERED INDIVIDUALS ARE ALSO REQUIRED TO IMMEDIATELY REPORT MATERIAL CHANGES TO THEIR MOST RECENTLY COMPLETED DISCLOSURE STATEMENT. THESE DISCLOSURE STATEMENTS AND REPORTS ARE REVIEWED BY THE OFFICE OF PRIVACY AND CORPORATE COMPLIANCE AND/OR THE LEGAL AND RISK SERVICES DEPARTMENT TO ENSURE COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY. IF A POTENTIAL CONFLICT ARISES, THE CEO WOULD CONSULT WITH THE BOARD CHAIRPERSON AND THE LEGAL AND RISK SERVICES DEPARTMENT AND TAKE ANY ACTIONS THAT HE DEEMS REQUIRED OR APPROPRIATE TO MANAGE OR RESOLVE A POTENTIAL CONFLICT OF INTEREST. FOR EXAMPLE, A VOTING BOARD OR COMMITTEE MEMBER WOULD BE REQUIRED TO RECUSE HIMSELF OR HERSELF FROM VOTING ON MATTERS RELATED TO THE POTENTIAL CONFLICT AND THE POTENTIAL CONFLICT WOULD BE DISCLOSED TO OTHER VOTING MEMBERS. FORM 990, PART VI, SECTION B, LINE 15 LINE 15A - COMPENSATION PROCESS FOR TOP OFFICERS- THE OFFICERS OF NORTHEAST MEDICAL GROUP ARE ALSO OFFICERS WITHIN YALE NEW HAVEN HEALTH SYSTEM AND SO ARE COVERED BY THE PROCESS USED BY YALE NEW HAVEN HEALTH SYSTEM TO QUALIFY FOR THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" UNDER FEDERAL TAX LAW. THE EXECUTIVE COMPENSATION COMMITTEE IS AUTHORIZED UNDER THE YNHHS BYLAWS AND IS RESPONSIBLE FOR (1) DETERMINING THE OVERALL TOTAL COMPENSATION STRATEGY FOR ALL CORPORATE OFFICERS, (2) APPROVING ALL COMPENSATION AND BENEFITS DECISIONS FOR CORPORATE OFFICERS, AND (3)REPORTING SUCH ACTIONS TO THE FULL YNHHS BOARD ON AN ANNUAL BASIS. IN ADDITION, THE EXECUTIVE COMPENSATION COMMITTEE EXPRESSLY DETERMINES THE REASONABLENESS OF TOTAL COMPENSATION AND BENEFITS FOR ALL CORPORATE OFFICERS, AND ASSURES THAT ALL OFFICER COMPENSATION DECISIONS ARE MADE AFTER THOROUGH CONSIDERATION OF AND COMPARISON TO THE MARKET PRACTICES OF OTHER SIMILARLY SITUATED NOT-FOR-PROFIT HEALTHCARE EXECUTIVES IN COMPARABLE ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE CONSISTS OF BOARD MEMBERS WHO DO NOT HAVE MATERIAL FINANCIAL INTERESTS THAT COULD BE AFFECTED BY THE OFFICER COMPENSATION DECISIONS MADE BY THE COMMITTEE. THE COMPARABILITY DATA USED TO ASSIST THE EXECUTIVE COMPENSATION COMMITTEE IN ITS COMPENSATION DELIBERATIONS ARE COMPILED BY AN INDEPENDENT, NATIONAL COMPENSATION CONSULTING FIRM THAT IS RETAINED BY AND REPORTS DIRECTLY TO THE EXECUTIVE COMPENSATION COMMITTEE. THE DATA COLLECTED BY THE CONSULTANT CONSISTS OF MARKET INFORMATION FOR EXECUTIVES IN FUNCTIONALLY SIMILAR POSITIONS IN SIMILARLY SITUATED NOT-FOR-PROFIT HEALTHCARE ORGANIZATIONS. THE DELIBERATIONS AND DECISIONS OF THE EXECUTIVE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED, REVIEWED AND APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE, AND PROVIDED TO THE BOARD. LINE 15B - COMPENSATION PROCESS FOR OTHER OFFICERS AND KEY EMPLOYEES- THE OFFICERS OF NORTHEAST MEDICAL GROUP ARE ALSO OFFICERS WITHIN YALE NEW HAVEN HEALTH SYSTEM AND SO ARE COVERED BY THE PROCESS USED BY YALE NEW HAVEN HEALTH SYSTEM TO QUALIFY FOR THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" UNDER FEDERAL TAX LAW. THE EXECUTIVE COMPENSATION COMMITTEE IS AUTHORIZED UNDER THE YNHHS BYLAWS AND IS RESPONSIBLE FOR (1) DETERMINING THE OVERALL TOTAL COMPENSATION STRATEGY FOR ALL CORPORATE OFFICERS, (2) APPROVING ALL COMPENSATION AND BENEFITS DECISIONS FOR CORPORATE OFFICERS, AND (3)REPORTING SUCH ACTIONS TO THE FULL YNHHS BOARD ON AN ANNUAL BASIS. IN ADDITION, THE EXECUTIVE COMPENSATION COMMITTEE EXPRESSLY DETERMINES THE REASONABLENESS OF TOTAL COMPENSATION AND BENEFITS FOR ALL CORPORATE OFFICERS, AND ASSURES THAT ALL OFFICER COMPENSATION DECISIONS ARE MADE AFTER THOROUGH CONSIDERATION OF AND COMPARISON TO THE MARKET PRACTICES OF OTHER SIMILARLY SITUATED NOT-FOR-PROFIT HEALTHCARE EXECUTIVES IN COMPARABLE ORGANIZATIONS. THE EXECUTIVE COMPENSATION COMMITTEE CONSISTS OF BOARD MEMBERS WHO DO NOT HAVE MATERIAL FINANCIAL INTERESTS THAT COULD BE AFFECTED BY THE OFFICER COMPENSATION DECISIONS MADE BY THE COMMITTEE. THE COMPARABILITY DATA USED TO ASSIST THE EXECUTIVE COMPENSATION COMMITTEE IN ITS COMPENSATION DELIBERATIONS ARE COMPILED BY AN INDEPENDENT, NATIONAL COMPENSATION CONSULTING FIRM THAT IS RETAINED BY AND REPORTS DIRECTLY TO THE EXECUTIVE COMPENSATION COMMITTEE. THE DATA COLLECTED BY THE CONSULTANT CONSISTS OF MARKET INFORMATION FOR EXECUTIVES IN FUNCTIONALLY SIMILAR POSITIONS IN SIMILARLY SITUATED NOT-FOR-PROFIT HEALTHCARE ORGANIZATIONS. THE DELIBERATIONS AND DECISIONS OF THE EXECUTIVE COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED, REVIEWED AND APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE, AND PROVIDED TO THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 FORM 990, PART VI, SECTION C, LINE 19: COPIES OF FROM 990, FORM 1023 AND AUDITED FINANCIAL STATEMENTS ARE MAINTAINED IN THE SYSTEM TAX DEPARTMENT. OTHER CORPORATE GOVERNING DOCUMENTS ARE MAINTAINED BY THE LEGAL AND RISK SERVICES DEPARTMENT. THE CONFLICT OF INTEREST POLICY, WHISTLEBLOWER POLICY, AND DOCUMENT RETENTION POLICY ARE AVAILABLE TO ALL EMPLOYEES ON THE CORPORATE INTERNAL WEBSITE. COPIES OF ALL DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. RELATED ORGANIZATIONS FORM 990, PART VII SCHEDULE J - FOR INDIVIDUALS WHO RECEIVE COMPENSATION FROM RELATED ORGANIZATIONS. OFFICERS WORK AN AVERAGE OF 40 HOURS SPREAD OVER THE FILING ENTITY AND THE ENTITIES LISTED IN SCHEDULE R. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: TRANSFER FROM YALE-NEW HAVEN HEALTH SERVICES 26,510,055. TRANSFER TO NEMG PLLC -1,420,768. TOTAL TO FORM 990, PART XI, LINE 5: 25,089,287. DISCLOSURE STATEMENT RELATED TO FORMS 5471, INFORMATION RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN COPORATIONS, FILED ON BEHALF OF THE TAXPAYER: UNDER THE CONSTRUCTIVE OWNERSHIP RULES OF IRC SECTIONS 958(A) AND (B), THE TAXPAYER IS REQUIRED TO FILE FORMS 5471, INFORMATION RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN CORPORATIONS, AS A CATEGORY 5 FILER WITH RESPECT TO CERTAIN CONTROLLED FOREIGN CORPORATIONS (CFCS). THESE FILING REQUIREMENTS ARE OR WILL BE SATISFIED THROUGH THE FILING OF FORMS 5471 FOR THESE CFCS BY OTHER U.S. TAXPAYERS IDENTIFIED BELOW WHO HAVE THE SAME FILING REQUIREMENT. TAXPAYER NAME: YALE-NEW HAVEN HOSPITAL ADDRESS: 20 YORK STREET NEW HAVEN, CT 06504 IDENTIFYING NUMBER OF U.S. TAX RETURN WITH WHICH THE FORMS 5471 WERE OR WILL BE FILED: 06-0646652 IRS SERVICE CENTER WHERE U.S. TAX RETURN WAS OR WILL BE FILED: OGDEN, UT 84201-0027 GREENWICH HOSPITAL 5 PERRYRIDGE ROAD GREENWICH CT 06830 060646659 HEALTHCARE CT 501C3 LINE 3 GREENWICH HEALTH CARE SERVICES INC 1 GREENWICH HEALTH CARE SERVICES INC 5 PERRYRIDGE ROAD GREENWICH CT 06830 222593399 SYSTEM SUPPORT CT 501C3 LINE 11B, II YALE NEW HAVEN HEALTH SERVICES CORP 1 THE GREENWICH HOSPITAL ENDOWMENT FUND INC 5 PERRYRIDGE ROAD GREENWICH CT 06830 061526642 SYSTEM SUPPORT CT 501C3 LINE 11B, II GREENWICH HEALTH CARE SERVICES INC 1 BRIDGEPORT HOSPITAL & HEALTHCARE SERVICES 267 GRANT STREET BRIDGEPORT CT 06610 061066729 SYSTEM SUPPORT CT 501C3 LINE 11A, I YALE NEW HAVEN HEALTH SERVICES CORP 1 SCHS PROPERTIES INC 267 GRANT STREET BRIDGEPORT CT 06610 061297708 TITLE HOLDING CT 501C2 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 BRIDGEPORT HOSPITAL AUXILIARY INC 267 GRANT STREET BRIDGEPORT CT 06610 066042500 SYSTEM SUPPORT CT 501C3 LINE 11A, I BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 BRIDGEPORT HOSPITAL FOUNDATION INC 267 GRANT STREET BRIDGEPORT CT 06610 222908698 SYSTEM SUPPORT CT 501C3 LINE 7 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 NORMA F PFREIM BREAST CANCER INC 111 BEACH ROAD FAIRFIELD CT 06430 060567752 HEALTHCARE CT 501C3 LINE 11A, I BRIDGEPORT HOSPITAL 1 NORTHEAST MEDICAL GROUP PLLC 226 MILL HILL AVENUE BRIDGEPORT CT 06610 352380180 HEALTHCARE CT 501C3 LINE 11A, I NORTHEAST MEDICAL GROUP INC 1 YNH NETWORK CORP 789 HOWARD AVE NEW HAVEN CT 06519 061513687 SYSTEM SUPPORT CT 501C3 LINE 11A, I YALE NEW HAVEN HEALTH SERVICES CORP 1 YALE-NEW HAVEN HOSPITAL 20 YORK STREET NEW HAVEN CT 06504 060646652 HEALTHCARE CT 501C3 LINE 3 YNH NETWORK CORP 1 YALE-NEW HAVEN CARE CONTINUUM CORP 789 HOWARD AVE NEW HAVEN CT 06519 455235566 NURSING HOME CT 501C3 LINE 3 YNH NETWORK CORP 1 CARITAS INSURANCE 30 MAIN STREET BURLINGTON VT 05401 030322238 INSURANCE VT 501C3 LINE 11A, I YALE NEW HAVEN HOSPITAL 1 YALE NEW HAVEN HEALTH SERVICES CORP 789 HOWARD AVE NEW HAVEN CT 06519 222529464 SYSTEM SUPPORT CT 501C3 LINE 11A, I N/A 0 PERRYRIDGE CORPORATION 5 PERRYRIDGE ROAD GREENWICH CT 06830 061207316 SYSTEM SUPPORT CT 501C3 LINE 11B, II GREENWICH HEALTH CARE SERVICES INC 1 BRIDGEPORT HOSPITAL 267 GRANT STREET BRIDGEPORT CT 06610 060646554 HEALTHCARE CT 501C3 LINE 3 BRIDGEPORT HOSP & HEALTHCARE SERVICES 1 SHORELINE SURGERY CENTER LLC 60 TEMPLE STREET NEW HAVEN CT 06510 900110459 HEALTHCARE CT N/A SSC II LLC 111 GOOSE LANE GUILFORD CT 06437 261709382 HEALTHCARE CT N/A ORTHOPAEDIC & NEUROSURGERY CENTER 55 HOLLY HILL LANE GREENWICH CT 06830 273477197 HEALTHCARE CT N/A YNHHS-MSO INC 789 HOWARD AVE NEW HAVEN CT 06519 061467717 MANAGEMENT SERVICES CT N/A C YALE NEW HAVEN AMBULATORY SERVICES 40 TEMPLE STREET NEW HAVEN CT 06510 061398526 HEALTHCARE CT N/A C QUINNIPIAC MEDICAL PC 789 HOWARD AVE NEW HAVEN CT 06519 061405531 HEALTHCARE CT N/A C MEDICAL CENTER REALTY 50 YORK STREET NEW HAVEN CT 06511 061110858 RENTAL CT N/A C YNH GERIATRIC SERVICES PC 789 HOWARD AVE NEW HAVEN CT 06519 061561581 HEALTHCARE CT N/A C YNH MEDICAL SERVICES PC 789 HOWARD AVE NEW HAVEN CT 06519 061561583 HEALTHCARE CT N/A C CHC PHYSICIANS PC 789 HOWARD AVE NEW HAVEN CT 06519 061436530 HEALTHCARE CT N/A C GREENWICH HEALTH SERVICES INC 5 PERRYRIDGE ROAD GREENWICH CT 06830 061233643 HEALTHCARE CT N/A C GREENWICH PEDIATRIC SERVICES PC 5 PERRYRIDGE ROAD GREENWICH CT 06830 743054409 HEALTHCARE CT N/A C GREENWICH INTEGRATIVE MEDICINE 5 PERRYRIDGE ROAD GREENWICH CT 06830 260236411 HEALTHCARE CT N/A C GREENWICH FERTILITY & IVF PC 5 PERRYRIDGE ROAD GREENWICH CT 06830 300145464 HEALTHCARE CT N/A C YORK ENTERPRISES INC 50 YORK STREET NEW HAVEN CT 06511 061110937 TITLE HOLDING CT N/A C YNHH-PHYSICIANS CORP 789 HOWARD AVE NEW HAVEN CT 06519 061202305 ADMININISTRATIVE SERVICES CT N/A C MEDICAL CENTER PHARMACY 50 YORK STREET NEW HAVEN CT 06511 061087673 PHARMACY CT N/A C GREENWICH OCCUPATIONAL HEALTH SERVICES INC 5 PERRYRIDGE ROAD GREENWICH CT 06830 061540101 HEALTHCARE NY N/A C LUKAN INDEMNITY COMPANY 58 PAR-LA-VALLIS RD HAMILTON BERMUDA BD INSURANCE BD N/A C GREENWICH OCCUPATIONAL HEALTH SERVICES OF NEW JERSEY 5 PERRYRIDGE ROAD GREENWICH CT 06830 453833883 HEALTHCARE NJ N/A C 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 1 1 YALE NEW HAVEN HEALTH SERVICES CORP R 26510056 CASH YALE NEW HAVEN HEALTH SERVICES CORP L 2778123 COMPARABLE MARKET VALUE PERRYRIDGE CORPORATION J 261959 COMPARABLE MARKET VALUE GREENWICH HOSPITAL J 139689 COMPARABLE MARKET VALUE NORTHEAST MEDICAL GROUP PLLC Q 1420767 CASH YALE-NEW HAVEN HOSPITAL L 3252320 TRANSACTION REVIEW