2012-08-06T14:44:10-05:00 2011-09-30 FEELEY & DRISCOLL PC 200 PORTLAND STREET BOSTON MA 02114 990 2010-10-01 043358566 UMASS MEMORIAL HEALTH CARE INC (PARENT) UMAS 5088568537 328 SHREWSBURY STREET WORCESTER MA 01604 TODD A KEATING 5088568537 2012-07-06 1 ALAN GAROFALO 6177427788 2010 2016-02-24 21:20:13Z TODD A KEATING 328 SHREWSBURY STREET WORCESTER MA 01604 268929341 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. 16 13 0 0 11561 0 5738029 6025631 173653454 180835966 2295316 7438354 2271526 1903970 183958325 196203921 0 0 0 0 0 0 2082186 1602995 1602995 189310456 200322218 191392642 201925213 -7434317 -5721292 176528556 182508694 59398738 65099642 117129818 117409052 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 141229680 181476651 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. 141229680 1 1 0 1 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 1 0 0 0 0 0 1 1 1 0 0 1 0 0 0 1 1 1 CJ 0 0 0 0 0 0 0 0 X 16 13 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X TODD A KEATING 5088565098 328 SHREWSBURY STREET WORCESTER MA 01604 ARONSON MICHAEL P MD 25.00 X 0 48299 13705 O'BRIEN JOHN G 40.00 X X 0 1340405 997518 OKIKE O NSIDINANYA MD 40.00 X 0 361231 55729 BENNETT DAVID L 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 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 501307 135994 KEATING TODD A 40.00 X 0 617471 199171 BLUTE MICHAEL 40.00 X 0 524834 75444 BRENCKLE GEORGE PHD 40.00 X 0 383725 119808 DALEY JENNIFER MD 40.00 X 0 424921 59872 DIAMOND VICTORIA 40.00 X 0 321806 121220 ETTINGER WALTER H MD 40.00 X 0 920700 299452 FISHER BARBARA 40.00 X 0 317118 105356 HYLKA SHARON 40.00 X 0 392709 241101 KLUGMAN ROBERT MD 40.00 X 0 502672 242845 KRUGER NANCY 40.00 X 0 419715 68373 PHILLIPS ROBERT A 40.00 X 0 799751 238506 RANDOLPH JOHN T 40.00 X 0 234335 138086 WEBB PATRICIA 40.00 X 0 417377 113889 ANDERSON MILTON C 40.00 X 0 0 0 FAIRCHILD DAVID MD 40.00 X 0 0 0 WARRING WENDY 0.00 X 0 117663 0 0 8646039 3226069 1 1 1 1 ACS CORPORATE HEADQUARTERS 2828 NORTH HASKELL DALLAS TX 75204 I/S MANAGEMENT SERVICES 19865046 UNIVERSAL HOSPITAL SERVICES INC PO BOX 86 MINNEAPOLIS MN 554860940 MANAGE/SERVICE EQUIPMENT 2965496 NUANCE TRANSCRIPTION SERVICES PO BOX 7247-7343 PHILADELPHIA PA 19170 TRANSCRIPTION SERVICES 1174573 MIRICK O'CONNELL 100 FRONT STREET WORCESTER MA 01608 LEGAL SERVICES 1119473 LITTLER MENDELSON PO BOX 45547 SAN FRANCISCO CA 94145 LEGAL SERVICES 624971 38 358744 214641 5452246 10238 6025631 SYSTEM ALLOCATION REVE 561000 142966270 142966270 AFF. CONT. INCOME-PROF 561000 26046773 26046773 AFF. CONT. INCOME-WKRS 561000 6990939 6990939 AFF. CONT. INCOME-GENE 561000 2426920 2426920 AFFILIATE ADMIN INCOME 561000 1311071 1311071 1093993 1093993 180835966 4335534 11561 4323973 67524 67524 75665135 4137 72566452 3098683 4137 3102820 3102820 158968 358744 158968 0 SUBLEASE INCOME 561000 1195761 1195761 MISCELLANEOUS INCOME 561000 640685 640685 1836446 196203921 181476651 11561 8690078 1037796 1037796 809503 809503 1049873 1049873 1602995 1602995 371399 371399 12967742 7002581 5965161 935164 935164 18528742 10005521 8523221 34989150 34989150 9868812 5329158 4539654 589723 589723 175595 94821 80774 98161 96198 1963 829 448 381 30682540 30682540 SYSTEM OVERHEAD ACTIVIT 69464698 37510937 31953761 PURCHASED SERVICES 14743256 10268223 4475033 PROFESSIONAL SERVICES 2467110 1332239 1134871 PROGRAM EXPENDITURES 729381 729381 ALL OTHER EXPENSES 489299 342083 147216 323445 271640 51805 201925213 141229680 59092538 1602995 665227 1496811 3690134 11794092 3125516 1836910 556248 379433 4101990 4390281 93618 86573 7873 7045 133022799 126648501 28394760 33844271 120000 120000 2844009 1991350 176528556 182508694 23948345 24902248 363739 400309 35086654 39797085 59398738 65099642 X 60316393 65327640 31959636 27069458 24853789 25011954 117129818 117409052 176528556 182508694 X -5721292 6000526 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 0 0 1 887983 1 161890 1049873 0 EXPLANATION OF OTHER LOBBYING ACTIVITIES: PART II-B, LINE 1I: 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. 36676864 158165 -936731 1418342 34479956 34701644 622721 1795326 442827 36676864 34201797 76330 -5733 -429250 34701644 0.73000 0.27000 0 0 2900 2900 0 90718 83673 7045 7045 TIFF ABSOLUTE RETURN POOL CLASS A (SHARES 2,876) 9856740 F GMO MULTI-STRATEGY FUND (OFFSHORE) LP (SHARES 5,566,419) 5566419 F TIFF PRIVATE EQUITY PARTNERS 2006 (SHARES 1,184,209) 1184209 F FRANK RUSSELL GLOBAL PRIVATE EQUITY FUND (SHARES 446,792) 446792 F MPPLTD PORTFOLIO CLASS A (SHARES 2,265) 208412 F AETOS CAPITAL LONG/SHORT STRATEGIES (SHARES 36,523) 3427380 F AETOS CAPITAL DISTRESSED STRATEGIES (SHARES 12,201) 1416409 F AETOS CAPITAL MULTI-STRATEGY ARBITRAGE (SHARES 12,351) 1274285 F TIFF ABSOLUTE RETURN POOL CLASS C (SHARES 1,769) 2818278 F MET WEST ENHANCED TALF STRATEGY FUND (SHARES 1,466,948) 1466948 F INCOME RESEARCH AND MANAGEMENT (91,420) 14628 F INCOME RESEARCH AND MANAGEMENT (189,696) 36043 F BENEFICIAL INTEREST 6127728 F 33844271 O/S LOSS RESERVES 30515992 DUE TO RELATED PARTIES 5486539 ANNUITY PAYABLE 726373 THIRD PARTY LIABILITES 904633 CONTRIBUTION PAYABLE 36730 DUE TO UNIVERSITY MEDICAL SCHOOL 2126818 39797085 196203921 201925213 -5721292 -8717732 14718258 6000526 279234 185624692 -5481522 1286297 -4195225 189819917 371399 6012605 6384004 196203921 201170235 -383557 -383557 201553792 371399 22 371421 201925213 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: 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 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 132,865. K-1 ACTIVITY FROM PARTNERSHIPS 22. MISCELLANEOUS 1. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 1,751,586. TEMPORARY RESTRICTED FUND EXPENDITURES -9,392,861. TRANSFERS FROM RELATED PARTIES 22,226,645. PART XII, LINE 2D: $1,286,297 REVENUE RELATED TO COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY, LTD A WHOLLY OWNED SUBSIDIARY PART XII, LINE 4B: $7,764,191 RESTRICTED REVENUE ($1,751,586) NET ASSETS RELEASED FROM RESTRICTIONS PART XIII, LINE 2D: ($383,557) EXPENSES RELATED TO COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY, LTD A WHOLLY OWNED SUBSIDIARY PART XIII, LINE 4B: $22 K-1 ACTIVITY X X X X X 1 UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY MA 01545 FUNDRAISING 1 5665576 1602995 4062581 5665576 1602995 4062581 MA WINTER BALL 277825 204994 72831 72831 TEE UP FOR TOTS 115280 77367 37913 37913 2 124607 76383 48224 48224 517712 358744 158968 158968 158968 0 EXPLANATION OF FUNDRAISING PAYMENTS SCHEDULE G, PART I, LINE 2B, COLUMN (V) 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 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 (2 EVENTS REPORTED) ARE: 1) STAR LIGHT STAR BRIGHT GALA 2) LINKS TO THE FUTURE GOLF TOURNAMENT X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 O'BRIEN JOHN G 0 922008 0 253219 0 165178 0 978472 0 19046 0 2337923 0 0 OKIKE O NSIDINANYA MD 0 361231 0 0 0 0 0 41511 0 14218 0 416960 0 0 BROWN DOUGLAS S 0 361656 0 104096 0 35555 0 114257 0 21737 0 637301 0 35555 KEATING TODD A 0 462183 0 115874 0 39414 0 183185 0 15986 0 816642 0 38837 BLUTE MICHAEL 0 466308 0 58526 0 0 0 48396 0 27048 0 600278 0 0 BRENCKLE GEORGE PHD 0 290526 0 68755 0 24444 0 92534 0 27274 0 503533 0 24444 DALEY JENNIFER MD 0 352559 0 72362 0 0 0 36875 0 22997 0 484793 0 0 DIAMOND VICTORIA 0 253619 0 68187 0 0 0 94476 0 26744 0 443026 0 0 ETTINGER WALTER H MD 0 688066 0 170899 0 61735 0 278909 0 20543 0 1220152 0 55209 FISHER BARBARA 0 244955 0 55256 0 16907 0 85550 0 19806 0 422474 0 16907 HYLKA SHARON 0 297093 0 74085 0 21531 0 220510 0 20591 0 633810 0 20954 KLUGMAN ROBERT MD 0 380371 0 94454 0 27847 0 219854 0 22991 0 745517 0 27847 KRUGER NANCY 0 287303 0 68570 0 63842 0 56732 0 11641 0 488088 0 0 PHILLIPS ROBERT A 0 581622 0 163281 0 54848 0 210024 0 28482 0 1038257 0 54848 RANDOLPH JOHN T 0 191944 0 42391 0 0 0 116014 0 22072 0 372421 0 0 WEBB PATRICIA 0 311409 0 81091 0 24877 0 87608 0 26281 0 531266 0 24300 ANDERSON MILTON C 0 0 0 0 0 0 0 0 0 0 0 0 FAIRCHILD DAVID MD 0 0 0 0 0 0 0 0 0 0 0 0 WARRING WENDY 0 0 0 0 0 117663 0 0 0 0 0 117663 0 0 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 TODD A. KEATING $38,837 JOHN G. O'BRIEN $0 DOUGLAS S. BROWN $35,555 WALTER H. ETTINGER, M.D. $55,209 NANCY KRUGER $0 GEORGE BRENCKLE, PH.D. $24,444 ROBERT PHILLIPS $54,848 PATRICIA WEBB $24,300 JOHN RANDOLPH $0 SHARON HYLKA $20,954 VICTORIA DIAMOND $0 ROBERT KLUGMAN $27,847 BARBARA FISHER $16,907 MICHAEL BLUTE, M.D. $0 JENNIFER DALEY, M.D. $0 SUPPLEMENTAL INFORMATION PART III MICHAEL P. ARONSON, M.D. RECEIVED $37,632 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. 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. ROBERT KLUGMAN MD KEY EMPLOYEE 15600 RENTAL OF PROPERTY - INCOME 0 ROBERT KLUGMAN MD KEY EMPLOYEE 216967 RENTAL OF PROPERTY - EXPENSE 0 WILLIAM F SULLIVAN SR BOD - CMMIC, LABS, VENTURES, CRIR 366837 INDEPENDENT CONTRACTOR ARRANGEMENT 0 JOHN BUDD BOD - PARENT, MED CTR, LABS, VENTURES, CRIR, CMMIC 1067515 INDEPENDENT CONTRACTOR ARRANGEMENT 0 LYNDA YOUNG MD BOD - PARENT, MED CTR, MED GROUP 18000 INDEPENDENT CONTRACTOR ARRANGEMENT 0 SUSAN ETTINGER CMG - FAMILY MEMBER OF WALTER ETTINGER, KEY EMPLOYEE 25605 EMPLOYMENT ARRANGEMENT 0 KATHLEEN HYLKA UMM CAPITAL PLANNING - FAMILY MEMBER OF SHARON HYLKA, KEY EMPLOYEE 90971 EMPLOYMENT ARRANGEMENT 0 FORM 990, PART VI, SECTION A, LINE 2 UMMHC 2011 BUDD, JOHN (BOARD MEMEBER) HAS BUSINESS RELATIONSHIPS WITH PAUL D'ONFRO & ARTHUR BERGERON. BUDD, JOHN (BOARD MEMEBER) 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 LOSSES ON INVESTMENTS: -8,717,732. CHANGE IN BENEFICIAL INTEREST IN PERPETUAL TRUSTS 132,865. K-1 ACTIVITY FROM PARTNERSHIPS 22. MISCELLANEOUS 1. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 1,751,586. TEMPORARY RESTRICTED FUND EXPENDITURES -9,392,861. TRANSFERS FROM RELATED PARTIES 22,226,645. TOTAL TO FORM 990, PART XI, LINE 5: 6,000,526. 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 WING HEALTH FOUNDATION INC 40 WRIGHT STREET PALMER MA 01069 042105839 ISSUANCE OF HEALTH RELATED GRANTS MA 501( C)(3) 11B 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 15238931 331190863 0 25291 1 1.00000 UMASS MEMORIAL MARLBOROUGH MRI OF MARLBOROUGH LLC 157 UNION STREET MARLBOROUGH MA 01752 202293995 MAGNETIC RESONANCE IMAGING MA MARLBOROUGH HOSPITAL RELATED 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 0 0 0.60000 COMMONWEALTH PROFESSIONAL ASSURANCE CO LTD PO BOX 1051 GT GRAND CAYMAN CJ 980226143 INSURANCE CJ N/A C 26262197 1.00000 MEMORIAL OFFICE CONDOMINIUM TRUST 328 SHREWSBURY STREET WORCESTER MA 01604 046616900 CONDOMINIUM ASSOCIATION MA UMASS MEMORIAL REALTY INC T -5572 144653 0.53690 BIO-LAB INC 215 WEST STREET MILFORD MA 01757 042708828 CLINICAL LABORATORY MA UMASS MEMORIAL HEALTH VENTURES INC S 364610 1142577 1.00000 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 UMASS MEMORIAL FOUNDATION INC O 1602995 FAIR VALUE COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD L 24975900 FAIR VALUE COMMONWEALTH PROFESSIONAL ASSUARNCE COMPANY LTD P 21839224 FAIR VALUE