2011-07-15T10:05:32-05:00 2010-09-30 FEELEY & DRISCOLL PC 200 PORTLAND STREET BOSTON MA 02114 990 2009-10-01 043358566 (PARENT) UMASS MEMORIAL HEALTH CARE INC UMAS 5088568537 328 SHREWSBURY STREET WORCESTER MA 01604 Todd A Keating 5088566444 2011-06-24 1 Alan Garofalo 6177427788 2009 2016-02-24 21:20:13Z TODD A KEATING 328 SHREWSBURY STREET WORCESTER MA 01604 255772113 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, SERVICE, TEACHING AND RESEARCH. 18 16 0 0 -11333 -11333 3673336 5738029 156027708 173653454 -1800058 2295316 1994395 2271526 159895381 183958325 0 0 0 2068001 2082186 2082186 171989592 189310456 174057593 191392642 -14162212 -7434317 176903536 176528556 64283684 59398738 112619852 117129818 UMASS MEMORIAL HEALTH CARE, INC. IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICE, TEACHING AND RESEARCH. 0 0 133031968 173653454 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. 133031968 1 1 0 1 0 0 0 0 1 1 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 0 1 0 1 1 0 0 0 0 1 1 0 0 1 0 0 0 1 1 1 CJ 0 0 0 0 0 0 0 18 16 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X MR TODD A KEATING 5088565098 328 SHREWSBURY STREET WORCESTER MA 01604 X Aronson Michael P MD 25.00 X 0 129731 30159 O'Brien John G 40.00 X X 0 1211974 374497 Okike O Nsidinanya MD 40.00 X 0 362235 55291 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 Cornell Lois D 1.00 X 0 0 0 Davis Dix F 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 McMullen Cynthia M EdD 1.00 X 0 0 0 Parry Edward J III 1.00 X 0 0 0 Pederson Thoru 1.00 X 0 0 0 Young Lynda M 1.00 X 0 0 0 Simmons Irina 1.00 X 0 0 0 Flotte Terence MD 1.00 X 0 0 0 Collins Michael MD 1.00 X 0 0 0 Young James 1.00 X 0 0 0 D'Alelio Edward 1.00 X 0 0 0 McNamara Mary Ellen 1.00 X 0 0 0 MacNeill Harris L 1.00 X 0 0 0 Brown Douglas S 40.00 X 0 506328 126174 Keating Todd A 40.00 X 0 636000 212229 Brenckle George PhD 40.00 X 0 401364 124991 Chandler Willis 40.00 X 0 271916 57173 Diamond Victoria 40.00 X 0 358779 113878 Ettinger Walter H MD 40.00 X 0 994803 277214 Fisher Barbara 40.00 X 0 306619 86205 Hylka Sharon 40.00 X 0 407946 283101 Klugman Robert MD 40.00 X 0 524606 243818 Kruger Nancy 40.00 X 0 385934 122266 Phillips Robert A 40.00 X 0 947278 226314 Randolph John T 40.00 X 0 256522 134076 Webb Patricia 40.00 X 0 425485 113510 Sussman Andrew J 40.00 X 0 350352 98433 Blute Michael 40.00 X 0 0 0 Daley Jennifer 40.00 X 0 0 0 0 8477872 2679329 0 0 1 1 ACS CORPORATE HEADQUARTERS 2828 NORTH HASKELL DALLAS TX 75204 I/S MANAGEMENT SERVICES 20735606 universal hospital services inc po box 86 minneapolis MN 554860940 MANAGE/SERVICE EQUIPMENT 2943226 FOCUS INFOMATICS 500 WEST CuMMINGS PK SUITE 6100 WOBURN MA 01801 TRANSCRIPTION SERVICES 1323235 ESCRIPTION INC PO BOX 845912 BOSTON MA 022845912 TRANSCRIPTION SERVICES 1284563 INTEGRO USA INC 14569 COLLECTION CTR DRIVE chiCAGO IL 60696 INSURANCE SERVICES 1252255 48 293089 1152107 4292833 82699 5738029 SYSTEM ALLOCATION REVE 561000 135855509 135855509 AFF. CONT. INCOME-PROF 561000 25038840 25038840 AFF. CONT. INCOME-WKRS 561000 8707902 8707902 AFF. CONT. INCOME-GENE 561000 2180180 2180180 affiliate admin income 561000 104678 104678 1766345 1766345 173653454 4798725 -11333 4810058 66222 66222 69160167 71143858 519718 -1983691 -519718 -2503409 -2503409 150212 293089 150212 0 sUBLEASE INCOME 561000 1388047 1388047 MISCELLANEOUS INCOME 561000 817257 817257 2205304 183958325 174470711 -11333 3760918 1258649 1258649 1024866 1024866 1046239 1046239 2082186 2082186 380423 380423 10191182 5503238 4687944 1134090 1134090 17078174 9222214 7855960 30827759 30827759 4463215 2410136 2053079 572044 572044 204932 110663 94269 881511 863881 17630 829 448 381 31353223 31353223 SYSTEM OVERHEAD ACTIVIT 67947992 36691916 31256076 PURCHASED SERVICES 15760794 9929963 5830831 professionaL SERVICES 2549079 1376503 1172576 othER DIRECT SERVICES 1047975 565906 482069 progRAM EXPENDITURES 657438 657438 0 930042 766307 163735 191392642 133031968 56278488 2082186 2946569 665227 4099786 3690134 2889109 3125516 6767490 556248 2720576 4101990 93618 85745 8702 7873 123512881 133022799 24575720 28394760 120000 120000 9262703 2844009 176903536 176528556 24295004 23948345 307693 363739 39680987 35086654 64283684 59398738 X 59207305 60316393 29181478 31959636 24231069 24853789 112619852 117129818 176903536 176528556 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 885412 1 160827 1046239 0 Part II-B, Line 1i: Explanation of Other Lobbying Activities: 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. 34701644 622721 1795326 442827 36676864 34201797 76330 -5733 -429250 34701644 0.68000 0.32000 0 0 2900 2900 0 90718 82845 7873 7873 tiff absolute return pool (shares 2,931) 9992114 F gmo multi-strategy fund (offshore) lp (shares 5,144,474) 5144474 F tiff private equity partners 2006 (shares 918,554) 918554 F frank russell global private equity fund (shares 499,760) 499760 F MPPLTD/KENSICO MARCH 2009 (shares 6,826) 739620 F MPPLTD MARCH 2009 SEGREGATED (shares 3,388) 303093 F AETOS CAPITAL LONG/SHORT STRATEGIES (shares 34,196) 2966125 F AETOS CAPITAL DISTRESSED INV STRATEGIES (shares 12,435) 1445201 F AETOS CAPITAL MULTI-STRATEGY ARBITRAGE (shares 9,326) 1294485 F AETOS CAPITAL OPPORTUNITIES (shares 6,217) 586675 F tiff absolute return pool class c (shares 1,803) 2862777 F met west enhanced talf strategy fund (shares 1,641,882) 1641882 F 28394760 O/S LOSS RESERVES 27610529 DUE TO RELATED PARTIES 3824989 ANNUITY PAYABLE 1200712 THIRD PARTY LIABILITES 2367563 CONTRIBUTION PAYABLE 82861 35086654 183958325 191392642 -7434317 9509594 2434689 11944283 4509966 195397943 6386164 9700256 16086420 179311523 380423 4266379 4646802 183958325 192640791 1850193 1850193 190790598 380423 221621 602044 191392642 Part V, Line 4: Description of Intended Use of Endowment Funds: 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 prescribed 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 Part X: Description of Uncertain Tax Positions Under FIN 48: 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: TRANSFERs FROM RELATED PARTIES: 6202000. Net assets released from restrictions used for purchase of PP&E: 920394. temporary restricted expenditures: -6081980. K-1 activity: 771962. CHANGE IN BENEFICIAL IntEREST in trusts: 622321. Miscellaneous: -8. Part XII, Line 2d: $9,700,256 Revenue related to Commonwealth Professional Assurance Company, LTD a wholly owned subsidiary Part XII, Line 4b: $5,737,114 Restricted Revenue ($920,394) Net Assets Released from Restrictions ($550,341) K-1 Activity Part XIII, Line 2d: $1,850,193 Expenses related to Commonwealth Professional Assurance Company, LTD a wholly owned subsidiary Part XIII, Line 4b: $221,621 K-1 Activity X X X X X 1 UMASS MEMORIAL FOUNDATION INC FUNDRAISING 1 4379942 2082186 2297756 4379942 2082186 2297756 MA GOLF TOURNAMENT 128962 77751 51211 51211 winter ball 224513 159121 65392 65391 1 89826 56217 33609 33610 443301 293089 150212 150212 150212 0 X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 Aronson Michael P MD 0 109384 0 17350 0 2997 0 6832 0 23327 0 159890 0 0 O'Brien John G 0 867954 0 296660 0 47360 0 355741 0 18756 0 1586471 0 0 Okike O Nsidinanya MD 0 362235 0 0 0 0 0 41511 0 13780 0 417526 0 0 Brown Douglas S 0 368987 0 111450 0 25891 0 105466 0 20708 0 632502 0 25891 Keating Todd A 0 464171 0 140937 0 30892 0 198526 0 13703 0 848229 0 23248 Brenckle George PhD 0 295817 0 93714 0 11833 0 97949 0 27042 0 526355 0 11833 Chandler Willis 0 216492 0 55424 0 0 0 38395 0 18778 0 329089 0 0 Diamond Victoria 0 258301 0 83796 0 16682 0 87772 0 26106 0 472657 0 16682 Ettinger Walter H MD 0 694618 0 243907 0 56278 0 257700 0 19514 0 1272017 0 37286 Fisher Barbara 0 235917 0 60488 0 10214 0 67162 0 19043 0 392824 0 10214 Hylka Sharon 0 293622 0 87543 0 26781 0 261032 0 22069 0 691047 0 19137 Klugman Robert MD 0 388076 0 117462 0 19068 0 221869 0 21949 0 768424 0 15462 Kruger Nancy 0 292197 0 83555 0 10182 0 110222 0 12044 0 508200 0 10182 Phillips Robert A 0 593899 0 305135 0 48244 0 199940 0 26374 0 1173592 0 48244 Randolph John T 0 196052 0 60470 0 0 0 113042 0 21034 0 390598 0 0 Webb Patricia 0 310718 0 107123 0 7644 0 88235 0 25275 0 538995 0 0 Sussman Andrew J 0 328957 0 0 0 21395 0 67987 0 30446 0 448785 0 20051 Blute Michael 0 0 0 0 0 0 0 0 0 0 0 0 Daley Jennifer 0 0 0 0 0 0 0 0 0 0 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 $23,248 John G. O'Brien $0 Douglas S. Brown $25,891 Walter H. Ettinger, M.D. $37,286 Nancy Kruger $10,182 George Brenckle, Ph.D. $11,833 Robert Phillips $48,244 Patricia Webb $0 Andrew Sussman $20,051 John Randolph $0 Sharon Hylka $19,137 Victoria Diamond $16,682 Robert Klugman $15,462 Barbara Fisher $10,214 Willis Chandler $0 Supplemental Information Part III Michael P. Aronson, M.D. received compensation for his services related to medical research, education of medical students and resident training from an unrelated organization. Total compensation and deferred compensation amounted to $75,028. The name of the unrelated organization is Umass Medical School. WILLIAM F SULLIVAN SR BOD - CMMIC, LABS, VENTURES, CRIR 316761 INDEPENDENT CONTRACTOR ARRANGEMENT 0 PAUL D'ONFRO BOD - CNEHA, HA HOSP, HOSP, INC. 654636 INDEPENDENT CONTRACTOR ARRANGEMENT 0 X 4 82699 SELLING PRICE/FMV 0 0 1 1 Method for Determining Number of Contributors: Part I, Column (b): Umass Memorial Health Care, Inc. utilizes the services of Umass Memorial Foundation, Inc. to solicit donor contributions, on occasion, the organization receives gifts of publicly traded stock. All gifts of publicly traded stock are immediately sold upon receipt through an investment services firm. Form 990, Part VI, Section A, line 2 UMMHC John Budd (Board Member) has a business relationship with Paul D'Onfro 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 As the parent corporation of the UMass Memorial integrated health system, UMass Memorial has no members. There are no classes of Trustees. Form 990, Part VI, Section A, line 7b UMass Memorial has no members and there are no classes of directors or members. Thus, voting rights of UMass Memorial's board are absolute. The trustees have and may exercise all of the powers of the corporation by majority vote. An affirmative vote of two-thirds of the trustees is required to effect the closure of an acute care campus; closure of a principal clinical service; the sale of all or substantially all of the assets of the corporation, the merger or consolidation, or dissolution; the sale or other disposition of a subsidiary; and to amend the bylaws with respect to the mission statement, public benefit, number and election of trustees, composition of the nominating committee, and elections. 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 Umass memorial health care inc. 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 advice the committee and the board on the reasonableness of overall executive compensation program, including compensation of the specific executives. These consultants report directly to the Committee and not to Management. The Committee works with these consultants, and with legal counsel, to ensure that all compensation paid, as well as the process followed to determine such compensation, is reasonable, meets all regulatory requirements and is competitive with the relevant market. Form 990, Part VI, Section C, line 19 UMass Memorial makes 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. Schedule G, Part I, Line 2b, Column (v) Explanation of Fundraising Payments 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 designated 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. 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. Schedule J Part II - Disclosures: 1) John O'Brien's retirement and other deferred compensation amount includes a contingent deferred compensation accrual of $302,000 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. UMass Memorial Foundation Inc 333 South Street Shrewsbury MA 01545 043108190 fundraising support MA 501( c)(3) 11c N/A Health Alliance Realty Corporation 326 Nichols Road Fitchburg MA 01420 042560754 real estate management MA 501( c)(2) N/A N/A Wing Health Foundation Inc 40 Wright Street Palmer MA 01069 042105839 issuance of health related grants MA 501( c)(3) 11b N/A UMass Memorial Investment Partnership LLP One Biotech Park 365 Plantation St Worcester MA 01605 043530755 investment management MA N/A excluded 514 4952839 327743407 0 -7731 1 UMass Memorial Marlborough MRI of marlborough llc 157 Union Street Marlborough MA 01752 202293995 magnetic resonance imaging MA N/A related 606235 327791 0 0 UMass Memorial Health Alliance MRI center llc 60 Hospital Road Leominster MA 01453 043561571 magnetic resonance imaging MA N/A related 1018617 807167 0 0 Commonwealth Professional Assurance Co LTD PO Box 1051 GT Grand Cayman CJ 980226143 insurance CJ N/A C 26780692 131240395 1.00000 Memorial Office Condominium Trust 328 Shrewsbury Street Worcester MA 01604 046616900 Condominium Association MA UMass Memorial Medical Center Inc T 23315 94884 0.53690 bio-lab inc 215 west street milford MA 01757 042708828 clinical lab MA UMass Memorial Health Ventures Inc S 1.00000 0 1 0 0 0 0 0 0 0 1 0 1 0 1 1 1 0 0 UMass Memorial Foundation Inc O 2963697 Commonwealth Professional Assurance Company LTD L 23072004 Commonwealth Professional Assuarnce Company LTD P 15091995 UMass Memorial Medical Center Inc B 5082696 UMass Memorial Medical Center Inc N 736353 UMass Memorial Medical Center Inc L 6202000 UMass Memorial Medical Group Inc L 2985387 UMass Memorial Medical Group Inc N 575995 UMass Memorial Medical Group Inc B 67886 UMass Memorial Realty Inc J 2851790 UMass Memorial Health Ventures Inc P 256161 Caitlin Raymond International Registry inc P 4368 UMass Memorial Laboratories Inc P 2229087 UMass Memorial Realty Inc P 254016 Marlborough Hospital P 1861677 The Clinton Hospital Association P 1356714 Wing Memorial Hospital Corporation N 101257 Wing Memorial Hospital Corporation P 1788570 Central New England Health Alliance Inc P 3298569 UMass Memorial Medical Center Inc P 130316668 UMass Memorial Medical Group Inc P 28454628 Central Massachusetts Magnetic Imaging Center Inc P 189546 Community HealthLink Inc P 637326