2013-07-30T07:18:28-05:00 2012-09-30 042684828 FEELEY & DRISCOLL PC 200 PORTLAND STREET BOSTON MA 02114 990 2011-10-01 043358566 UMASS MEMORIAL HEALTH CARE INC (PARENT) UMAS 5083340496 306 BELMONT STREET WORCESTER MA 01604 TODD A KEATING 5088568537 2013-07-18 1 ALAN GAROFALO P00744592 6177427788 2011 2016-02-24 21:20:13Z X TODD A KEATING 306 BELMONT STREET WORCESTER MA 01604 289656031 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. 17 12 0 0 -5142 -5142 6025631 3233936 180835966 190420787 7438354 -1590881 1903970 2829358 196203921 194893200 0 0 0 0 0 0 1602995 1127995 1127995 200322218 220325900 201925213 221453895 -5721292 -26560695 182508694 206354442 65099642 87390521 117409052 118963921 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 153140256 191831088 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. 153140256 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 0 1 CJ 0 0 0 0 0 0 0 0 X 17 12 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X ROBERT FELDMANN 5083340496 306 BELMONT STREET WORCESTER MA 01604 FINBERG ROBERT W MD 20.00 X 0 291369 148150 O'BRIEN JOHN G 40.00 X X 0 1344982 1013473 OKIKE O NSIDINANYA MD 40.00 X 0 386025 54809 BENNETT DAVID L 1.00 X 0 0 0 BENNETT RICHARD K 1.00 X 0 0 0 BERKEY DENNIS D 1.00 X 0 0 0 BERRY SARAH G 1.00 X 0 0 0 BUDD JOHN H 1.00 X 0 0 0 COLLINS MICHAEL MD 1.00 X 0 0 0 CORNELL LOIS D 1.00 X 0 0 0 D'ALELIO EDWARD 1.00 X 0 0 0 DAVIS DIX F 1.00 X 0 0 0 FLOTTE TERENCE MD 1.00 X 0 0 0 JACOBSON M HOWARD 1.00 X 0 0 0 KANGAS PAUL 1.00 X 0 0 0 LENHARDT STEPHEN W SR 1.00 X 0 0 0 MACNEILL HARRIS L 1.00 X 0 0 0 MCMULLEN CYNTHIA M EDD 1.00 X 0 0 0 MCNAMARA MARY ELLEN 1.00 X 0 0 0 PARRY EDWARD J III 1.00 X 0 0 0 PEDERSON THORU 1.00 X 0 0 0 SEYMOUR-ROUTE PAULETTE PHD 1.00 X 0 0 0 SIMMONS IRINA 1.00 X 0 0 0 WILSON JACK 1.00 X 0 0 0 YOUNG LYNDA M 1.00 X 0 0 0 BROWN DOUGLAS S 40.00 X 0 539768 184108 KEATING TODD A 40.00 X 0 612027 258018 ANDERSON MILTON C 40.00 X 0 145076 22463 BLUTE MICHAEL MD 40.00 X 0 641582 142028 BOLLAND KATHARINE 40.00 X 0 271645 43809 BRENCKLE GEORGE PHD 40.00 X 0 394827 138531 DALEY JENNIFER MD 40.00 X 0 558672 137787 DIAMOND VICTORIA 40.00 X 0 345402 152517 ETTINGER WALTER H MD 40.00 X 0 976752 334830 FAIRCHILD DAVID MD 40.00 X 0 218746 32765 FISHER BARBARA 40.00 X 0 306822 124633 HYLKA SHARON 40.00 X 0 415374 275668 KLUGMAN ROBERT MD 40.00 X 0 509640 278030 KRUGER NANCY 40.00 X 0 406118 58375 LAPRIORE CHERYL M 40.00 X 0 255625 57142 PHILLIPS ROBERT A MD 40.00 X 0 812471 265640 RANDOLPH JOHN T 40.00 X 0 236583 163339 WEBB PATRICIA 40.00 X 0 31301 52162 SUSSMAN ANDREW J 0.00 X 0 188246 591 0 9889053 3938868 0 1 1 1 XEROX BUSINESS SERVICES LLC PO BOX 201322 DALLAS TX 75320 I/S MANAGEMENT SERVICES 24583775 UNIVERSAL HOSPITAL SERVICES INC PO BOX 86 MINNEAPOLIS MN 554860940 MANAGE/SERVICE EQUIPMENT 3132754 NUANCE TRANSCRIPTION SERVICES PO BOX 7247-7343 PHILADELPHIA PA 19170 TRANSCRIPTION SERVICES 2203807 MORRISON MAHONEY LLP 270 SUMMER STREET BOSTON MA 02210 LEGAL SERVICES 1118106 MIRICK O'CONNELL 100 FRONT STREET WORCESTER MA 01608 LEGAL SERVICES 1071560 33 584044 172911 2476981 5049 3233936 SYSTEM ALLOCATION REVE 561000 151817302 151817302 AFFILIATE RELATED PROG 561000 34778915 34778915 OTHER PSR 561000 3824570 3824570 190420787 3862259 -5142 3867401 68376 68376 88949909 3541 94406590 0 -5456681 3541 -5453140 -5453140 356241 584044 356241 0 MISCELLANEOUS INCOME 561000 1410301 1410301 SUBLEASE INCOME 561000 1350681 1350681 2760982 194893200 191831088 -5142 -166682 1313566 1313566 879021 879021 771341 771341 1127995 1127995 423056 423056 20316797 10971070 9345727 1187441 1187441 19357068 10452817 8904251 44016117 44016117 6034204 3258470 2775734 485271 485271 168990 91255 77735 829 448 381 29611581 29611581 SYSTEM OVERHEAD ACTIVIT 73673550 39783717 33889833 PURCHASED SERVICES 15168465 9959672 5208793 ACTUARIAL INCREASE IN P 3194927 3194927 PROFESSIONAL SERVICES 2076744 1121442 955302 1646932 1429614 217318 221453895 153140256 67185644 1127995 1496811 6258287 11794092 4116306 1836910 646353 379433 4075715 4390281 5006375 93618 87402 7045 6216 126648501 146334969 33844271 37033173 120000 120000 1991350 2757048 182508694 206354442 24902248 32175180 400309 412679 39797085 54802662 65099642 87390521 X 65327640 60533111 27069458 32219971 25011954 26210839 117409052 118963921 182508694 206354442 X -26560695 28115564 X 0 1 1 X 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 25187 0 1 746154 0 771341 0 EXPLANATION OF LOBBYING ACTIVITIES: PART II-B, LINE 1: UMASS MEMORIAL HEALTH CARE, INC. PAYS DUES TO THESE RESPECTIVE ORGANIZATIONS, WHO IN TURN, LOBBY ON BEHALF OF ITS MEMBERS. SOME PORTION OF DUES MAY BE UTILIZED FOR LOBBYING. 34479956 1198886 3963333 1417563 38224612 36676864 158165 -936731 1418342 34479956 34701644 622721 1795326 442827 36676864 34201797 76330 -5733 -429250 34701644 0.69000 0.31000 0 0 2900 2900 0 90718 84502 6216 6216 TIFF ABSOLUTE RETURN POOL CLASS A (SHARES 2,878) 10893710 F GMO MULTI-STRATEGY FUND (OFFSHORE) LP (SHARES 6,572,802) 6572802 F TIFF PRIVATE EQUITY PARTNERS 2006/2007 (SHARES 1,286,870) 1286870 F FRANK RUSSELL GLOBAL PRIVATE EQUITY FUND (SHARES 227,704) 227704 F MPPLTD PORTFOLIO CLASS A (SHARES 1,979) 181267 F AETOS CAPITAL LONG/SHORT STRATEGIES (SHARES 32,440) 3242354 F AETOS CAPITAL DISTRESSED STRATEGIES (SHARES 10,687) 1348744 F AETOS CAPITAL MULTI-STRATEGY ARBITRAGE (SHARES 17,848) 1951015 F TIFF ABSOLUTE RETURN POOL CLASS C (SHARES 1,773) 3101004 F MET WEST ENHANCED TALF STRATEGY FUND (SHARES 979,680) 979680 F BENEFICIAL INTEREST 7248023 F 37033173 O/S LOSS RESERVES 32774252 DUE TO RELATED PARTIES 16593509 ANNUITY PAYABLE 3358800 THIRD PARTY LIABILITES 105835 DUE TO UNIVERSITY MEDICAL SCHOOL 1970266 54802662 194893200 221453895 -26560695 24822631 3292933 28115564 1554869 225922954 16088298 15479162 31567460 194355494 423056 114650 537706 194893200 227643603 6612787 6612787 221030816 423056 23 423079 221453895 DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS: PART V, LINE 4: UMASS MEMORIAL'S ENDOWMENT CONSISTS OF APPROXIMATELY 160 INDIVIDUAL FUNDS ESTABLISHED FOR A VARIETY OF PURPOSES. NET ASSETS ASSOCIATED WITH ENDOWMENT FUNDS ARE CLASSIFIED AND REPORTED BASED ON THE EXISTENCE OR ABSENCE OF DONOR IMPOSED RESTRICTIONS. UMASS MEMORIAL HAS INTERPRETED UPMIFA AS REQUIRING THE PRESERVATION OF THE ORIGINAL GIFT AS OF THE GIFT DATE OF THE DONOR-RESTRICTED ENDOWMENT FUNDS ABSENT EXPLICIT DONOR STIPULATIONS TO THE CONTRARY. AS A RESULT, UMASS MEMORIAL CLASSIFIES AS PERMANENTLY RESTRICTED NET ASSETS, (A) THE ORIGINAL VALUE OF GIFTS DONATED TO THE PERMANENT ENDOWMENT, (B) THE ORIGINAL VALUE OF SUBSEQUENT GIFTS TO THE PERMANENT ENDOWMENT, AND (C) ACCUMULATIONS TO THE PERMANENT ENDOWMENT MADE IN ACCORDANCE WITH THE DIRECTION OF THE APPLICABLE DONOR GIFT INSTRUMENT AT THE TIME THE ACCUMULATION IS ADDED TO THE FUND. THE REMAINING PORTION OF THE DONOR-RESTRICTED ENDOWMENT FUND THAT IS NOT CLASSIFIED IN PERMANENTLY RESTRICTED NET ASSETS IS CLASSIFIED AS TEMPORARILY RESTRICTED NET ASSETS UNTIL THOSE AMOUNTS ARE APPROPRIATED FOR EXPENDITURE BY UMASS MEMORIAL IN A MANNER CONSISTENT WITH THE STANDARD OF PRUDENCE BY UPMIFA. IN ACCORDANCE WITH UPMIFA, UMASS MEMORIAL CONSIDERS THE FOLLOWING FACTORS IN MAKING A DETERMINATION TO APPROPRIATE OR ACCUMULATED ENDOWMENT FUNDS: - THE DURATION AND PRESERVATION OF THE FUND - THE PURPOSES OF UMASS MEMORIAL AND THE DONOR RESTRICTED ENDOWMENT FUND - GENERAL ECONOMIC CONDITIONS - THE POSSIBLE EFFECT OF INFLATION AND DEFLATION - THE EXPECTED TOTAL RETURN FROM INCOME AND THE APPRECIATION OF INVESTMENTS - OTHER RESOURCES OF THE ORGANIZATION - THE INVESTMENT POLICIES OF THE ORGANIZATION DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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 8 - OTHER ADJUSTMENTS: CHANGE IN BENEFICIAL INTEREST IN PERPETUAL TRUSTS 1,120,295. K-1 ACTIVITY FROM PARTNERSHIPS 23. MISCELLANEOUS -3. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 1,667,172. TEMPORARY RESTRICTED FUND EXPENDITURES -5,287,048. TRANSFERS FROM RELATED PARTIES 5,792,494. TOTAL TO SCHEDULE D, PART XI, LINE 8: 3,292,933. PART XII, LINE 2D: $15,479,162 REVENUE RELATED TO COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY, LTD A WHOLLY OWNED SUBSIDIARY PART XII, LINE 4B: $1,781,822 RESTRICTED REVENUE ($1,667,172) NET ASSETS RELEASED FROM RESTRICTIONS PART XIII, LINE 2D: ($6,612,787) EXPENSES RELATED TO COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY, LTD A WHOLLY OWNED SUBSIDIARY PART XIII, LINE 4B: $23 K-1 ACTIVITY X X X X X 1 UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY MA 01545 FUNDRAISING 1 2895622 1127995 1767627 2895622 1127995 1767627 MA WINTER BALL 703770 411704 292066 292066 GOLF TOURNAMENT 103655 66613 37042 37042 4 132860 105727 27133 27133 940285 584044 356241 356241 356241 0 EXPLANATION OF FUNDRAISING PAYMENTS SCHEDULE G, PART I, LINE 2B, COLUMN (V) PART I, LINE 2B, COLUMN (III) UMASS MEMORIAL FOUNDATION, INC. IS IDENTIFIED AS THE ADMINISTRATOR OF THE PHILANTHROPIC ACTIVITIES OF THE REPORTING ENTITIES OF UMASS MEMORIAL HEALTH CARE, INC. THIS INCLUDES THE COORDINATION OF ALL CHARITABLE WORK AND THE MANAGEMENT OF OFFICE OPERATIONS TO SUPPORT FUNDRAISING INCLUDING THE FOLLOWING PROCEDURES: 1) ACTIVE DEVELOPMENT WORK 2) DONOR RELATIONS AND COMMUNICATIONS 3) SERVICES TO UMASS MEMORIAL STAFF 4) CONTRIBUTION REPORTS, DONOR RECORD FILES 5) TRANSFER OF CONTRIBUTIONS RECEIVED (CONTRIBUTIONS RECEIVED BY THE FOUNDATION THAT ARE DELEGATED TO A UMASS MEMORIAL REPORTING ENTITY ARE DEPOSITED INTO A DESIGNATED ACCOUNT OF THE RESPECTIVE REPORTING ENTITY UPON RECEIPT.) 6) EXPENDITURES OF CONTRIBUTIONS 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) OTHER EVENTS (4 EVENTS REPORTED) ARE: 1) K.J. VUONA GOLF 2) PINK LIGHTING THE WAY 3) STAR GALA 4) LILY'S PAD X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 FINBERG ROBERT W MD 0 239776 0 51593 0 0 0 117989 0 30161 0 439519 0 0 O'BRIEN JOHN G 0 924603 0 249750 0 170629 0 994409 0 19064 0 2358455 0 0 OKIKE O NSIDINANYA MD 0 365324 0 20701 0 0 0 28008 0 26801 0 440834 0 0 BROWN DOUGLAS S 0 361891 0 142242 0 35635 0 161396 0 22712 0 723876 0 35635 KEATING TODD A 0 463493 0 108306 0 40228 0 241922 0 16096 0 870045 0 40228 ANDERSON MILTON C 0 128288 0 7788 0 9000 0 14494 0 7969 0 167539 0 0 BLUTE MICHAEL MD 0 516074 0 125508 0 0 0 109030 0 32998 0 783610 0 0 BOLLAND KATHARINE 0 216382 0 55263 0 0 0 24830 0 18979 0 315454 0 0 BRENCKLE GEORGE PHD 0 293540 0 69697 0 31590 0 114000 0 24531 0 533358 0 31590 DALEY JENNIFER MD 0 457364 0 101308 0 0 0 104524 0 33263 0 696459 0 0 DIAMOND VICTORIA 0 253561 0 69009 0 22832 0 125007 0 27510 0 497919 0 22832 ETTINGER WALTER H MD 0 713931 0 187233 0 75588 0 313312 0 21518 0 1311582 0 70618 FAIRCHILD DAVID MD 0 199275 0 19471 0 0 0 21725 0 11040 0 251511 0 0 FISHER BARBARA 0 242945 0 63877 0 0 0 101787 0 22846 0 431455 0 0 HYLKA SHARON 0 297856 0 79784 0 37734 0 254150 0 21518 0 691042 0 37734 KLUGMAN ROBERT MD 0 380638 0 92637 0 36365 0 254472 0 23558 0 787670 0 36365 KRUGER NANCY 0 287629 0 62212 0 56277 0 47051 0 11324 0 464493 0 36955 LAPRIORE CHERYL M 0 211340 0 44285 0 0 0 35716 0 21426 0 312767 0 0 PHILLIPS ROBERT A MD 0 590517 0 147499 0 74455 0 253043 0 12597 0 1078111 0 74455 RANDOLPH JOHN T 0 190451 0 46132 0 0 0 138821 0 24518 0 399922 0 0 SUSSMAN ANDREW J 0 0 0 0 0 188246 0 591 0 0 0 188837 0 56183 PART I, LINE 1A SPLIT DOLLAR GROSS UP CALCULATIONS TO JOHN O'BRIEN AND WALTER ETTINGER ARE TREATED AS TAXABLE COMPENSATION. PART I, LINE 4B NAME OF PARTICIPANTS IN OR RECEIVING PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN EXECUTIVES DOUGLAS S. BROWN $35,635 FINBERG, ROBERT W., M.D. $0 TODD A. KEATING $40,228 O'BRIEN, JOHN G. $0 SUBTOTAL EXECUTIVES $75,863 KEY EMPLOYEES ANDERSON, MILTON C. $0 BLUTE, MICHAEL, M.D. $0 BRENCKLE, GEORGE, PH.D. $31,590 BOLLAND, KATHERINE $0 DALEY, JENNIFER, M.D. $0 DIAMOND, VICTORIA $22,832 ETTINGER, WALTER H., M.D. $70,618 FAIRCHILD, DAVID, M.D. $0 FISHER, BARBARA $0 HYLKA, SHARON $37,734 KLUGMAN, ROBERT, M.D. $36,365 KRUGER, NANCY $36,955 LAPRIORE, CHERYL M. $0 PHILLIPS, ROBERT A., M.D. $74,455 RANDOLPH, JOHN $0 WEBB, PATRICIA $25,301 SUBTOTAL KEY EMPLOYEES $335,850 FORMER O/D OR KEY EMPLOYEES ANDREW SUSSMAN $56,183 SUBTOTAL FORMER EMPLOYEES $56,183 TOTAL - ALL $467,896 SUPPLEMENTAL INFORMATION PART III ROBERT W. FINBERG, M.D. RECEIVED COMPENSATION FOR HIS SERVICES RELATED TO MEDICAL RESEARCH, EDUCATION OF MEDICAL STUDENTS AND RESIDENT TRAINING FROM AN UNRELATED ORGANIZATION. THE NAME OF THE UNRELATED ORGANIZATION IS UMASS MEDICAL SCHOOL. ROBERT W. FINBERG, M.D. $290,601 PART II - DISCLOSURES 1) JOHN O'BRIEN'S RETIREMENT AND OTHER DEFERRED COMPENSATION AMOUNT INCLUDES A CONTINGENT DEFERRED COMPENSATION ACCRUAL OF $928,633 WHICH REMAINS THE PROPERTY OF UMASS MEMORIAL UNTIL AND UNLESS THE TERMS OF THE DEFERRED AGREEMENT ARE FULFILLED. 2) THE ABOVE DIRECTORS RECEIVE NO COMPENSATION FOR THEIR ROLE AS DIRECTORS. ALL COMPENSATION RECEIVED RELATES TO THEIR POSITION AS A PHYSICIAN/ADMINISTRATOR. SUSAN ETTINGER CMG - FAMILY MEMBER OF WALTER ETTINGER, KEY EMPLOYEE 29066 EMPLOYMENT ARRANGEMENT 0 ROBERT KLUGMAN MD KEY EMPLOYEE 217697 RENTAL OF PROPERTY - EXPENSE 0 WILLIAM F SULLIVAN SR BOD - CMMIC, LABS, VENTURES, CRIR 46452 INDEPENDENT CONTRACTOR ARRANGEMENT 0 JOHN BUDD BOD - PARENT, MED CTR, LABS, VENTURES, CRIR, CMMIC 621379 INDEPENDENT CONTRACTOR ARRANGEMENT 0 KATHERINE COOLIDGE BOD - WING, CURRENT DIRECTOR 63910 INDEPENDENT CONTRACTOR ARRANGEMENT 0 ELAINE GRANVILLE RN UMMMC, FAMILY MEMBER OF CHERYL LAPRIORE, KEY EMPLOYEE 61511 EMPLOYMENT ARRANGEMENT 0 KATHLEEN HYLKA UMM CAPITAL PLANNING - FAMILY MEMBER OF SHARON HYLKA, KEY EMPLOYEE 95396 EMPLOYMENT ARRANGEMENT 0 FORM 990, PART VI, SECTION A, LINE 2 UMMHC 2012 BUDD, JOHN (BOARD MEMBER) HAS BUSINESS RELATIONSHIPS WITH PAUL D'ONFRO & ARTHUR BERGERON. BUDD, JOHN (BOARD MEMBER) HAS BOARD RELATIONSHIP WITH HARVARD PILGRIM HEALTH CARE 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 THE UMASS MEMORIAL'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 RELATE 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 HEALTH CARE INC., 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 COMPENSATION 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 COMPENSATION 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 COMPENSATION CONSULTANTS TO ADVISE 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 IT 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED GAINS ON INVESTMENTS: 24,822,631. CHANGE IN BENEFICIAL INTEREST IN PERPETUAL TRUSTS 1,120,295. K-1 ACTIVITY FROM PARTNERSHIPS 23. MISCELLANEOUS -3. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 1,667,172. TEMPORARY RESTRICTED FUND EXPENDITURES -5,287,048. TRANSFERS FROM RELATED PARTIES 5,792,494. TOTAL TO FORM 990, PART XI, LINE 5: 28,115,564. 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. UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY MA 01545 043108190 FUNDRAISING SUPPORT MA 501( C)(3) 11C N/A 0 HEALTH ALLIANCE REALTY CORPORATION 60 HOSPITAL ROAD LEOMINISTER MA 01473 042560754 REAL ESTATE MANAGEMENT MA 501( C)(2) N/A N/A 0 UMASS MEMORIAL INVESTMENT PARTNERSHIP LLP ONE BIOTECH PARK 365 PLANTATION ST WORCESTER MA 01605 043530755 INVESTMENT MANAGEMENT MA N/A EXCLUDED 514 50133627 381543563 0 -11240 1 1.00000 UMASS MEMORIAL MARLBOROUGH MRI OF MARLBOROUGH LLC 157 UNION STREET MARLBOROUGH MA 01752 202293995 MAGNETIC RESONANCE IMAGING MA MARLBOROUGH HOSPITAL RELATED 536518 334535 0 0 0.56000 UMASS MEMORIAL HEALTH ALLIANCE MRI CENTER LLC 60 HOSPITAL ROAD LEOMINSTER MA 01453 043561571 MAGNETIC RESONANCE IMAGING MA N/A RELATED 1009909 1171958 0 0 0.60000 COMMONWEALTH PROFESSIONAL ASSURANCE CO LTD PO BOX 1051 GT GRAND CAYMAN CJ 980226143 INSURANCE CJ N/A C 42023049 168998436 1.00000 MEMORIAL OFFICE CONDOMINIUM TRUST 306 BELMONT STREET WORCESTER MA 01604 046616900 CONDOMINIUM ASSOCIATION MA UMASS MEMORIAL MEDICAL CENTER INC T 27752 487211 0.53690 BIO-LAB INC 215 WEST STREET MILFORD MA 01757 042708828 CLINICAL LABORATORY MA UMASS MEMORIAL HEALTH VENTURES INC S 683897 1030489 1.00000 116 BELMONT ST INC CO APPLETON CORP 57 SUFFOLK STREET HOLYOKE MA 01040 042717865 CONDOMINIUM ASSOCIATION MA UMM REALTY C 237313 153886 0.63040 0 1 1 0 0 0 0 0 0 1 0 1 0 1 1 0 1 1 COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD L 26543893 FAIR VALUE UMASS MEMORIAL MEDICAL CENTER INC B 3577677 FAIR VALUE UMASS MEMORIAL MEDICAL GROUP INC Q 96997 FAIR VALUE UMASS MEMORIAL MEDICAL GROUP INC L 3941023 FAIR VALUE UMASS MEMORIAL MEDICAL GROUP INC N 932361 FAIR VALUE WING MEMORIAL HOSPITAL CORPORATION Q 300000 FAIR VALUE UMASS MEMORIAL REALTY INC J 4354039 FAIR VALUE UMASS MEMORIAL FOUNDATION INC O 1127995 FAIR VALUE UMASS MEMORIAL HEALTH VENTURES INC P 324523 FAIR VALUE UMASS MEMORIAL LABORATORIES INC P 1536890 FAIR VALUE UMASS MEMORIAL REALTY INC P 369565 FAIR VALUE MARLBOROUGH HOSPITAL P 2055662 FAIR VALUE THE CLINTON HOSPITAL ASSOCIATION P 1525993 FAIR VALUE WING MEMORIAL HOSPITAL CORPORATION P 1942603 FAIR VALUE WING MEMORIAL HOSPITAL CORPORATION N 102648 FAIR VALUE CENTRAL NEW ENGLAND HEALTH ALLIANCE INC P 2389423 FAIR VALUE UMASS MEMORIAL MEDICAL CENTER INC P 136580498 FAIR VALUE UMASS MEMORIAL MEDICAL GROUP INC P 38031793 FAIR VALUE CENTRAL MASSACHUSETTS MAGNETIC IMAGING CENTER INC P 108087 FAIR VALUE COMMUNITY HEALTHLINK INC P 577462 FAIR VALUE COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD P 20052061 FAIR VALUE UMASS MEMORIAL MEDICAL CENTER INC C 6201996 FAIR VALUE UMASS MEMORIAL MEDICAL GROUP INC R 63360 FAIR VALUE