2024-08-14T05:05:37-05:00 2023-09-30 861065772 DELOITTE TAX LLP 30 ROCKEFELLER PLAZA NEW YORK NY 101120015 990 2022-10-01 042105941 BAYSTATE HEALTH INC BAYS 4137940000 759 CHESTNUT STREET SPRINGFIELD MA 01199 RAYMOND MCCARTHY SVP FINANCE, CFO & TREASURER 4137940000 2024-07-24 1 0 TODD P TERESCO P00247720 2124367613 2024-06-16 2022 2024-08-08 14:25:15Z RAYMOND MCCARTHY 759 CHESTNUT STREET SPRINGFIELD MA 01199 90692096 0 X WWW.BAYSTATEHEALTH.ORG X 1983 MA THE MISSION OF THE ORGANIZATION IS TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITIES EVERY DAY, WITH QUALITY AND COMPASSION. 21 16 0 19 71550 676029 14697185 13635105 -10066885 8794776 6830171 4652405 71786 951944 11532257 28034230 382309 367779 0 0 444654 296026 0 0 0 21243055 25124939 22070018 25788744 -10537761 2245486 247749996 320977322 140696104 224068372 107053892 96908950 X THE MISSION OF THE ORGANIZATION IS TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITIES EVERY DAY, WITH QUALITY AND COMPASSION. 0 0 19160609 367779 9181764 BAYSTATE HEALTH, INC. (BAYSTATE HEALTH OR BH) BASED IN SPRINGFIELD, MASSACHUSETTS IS THE PARENT CORPORATION OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM WITH THE MISSION "TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITY EVERY DAY, WITH QUALITY AND COMPASSION." BH PROVIDES FUNDING FOR STRATEGIC INITIATIVES, AS NECESSARY, FUNDING FOR RESEARCH & EDUCATION INITIATIVES AND SUPPORT OF COMMUNITY HEALTH, DEVELOPMENT, AND OUTREACH ACTIVITIES, MOSTLY FUNDED BY BH BOARD-DESIGNATED FUNDS. PUBLIC HEALTH INSTITUTE OF WESTERN MASSACHUSETTS, FORMERLY PARTNERS FOR A HEALTHIER COMMUNITY, IS THE PRIMARY RECIPIENT OF BH SUPPORT. BAYSTATE HEALTH CURRENTLY INCLUDES THE FOLLOWING: BAYSTATE MEDICAL CENTER (BMC), LOCATED IN SPRINGFIELD, MASSACHUSETTS, IS THE LARGEST OF THE FOUR HOSPITALS IN THE BAYSTATE HEALTH SYSTEM. BMC, THE LEADING HEALTH FACILITY IN WESTERN MASSACHUSETTS, IS THE ONLY TERTIARY CARE REFERRAL MEDICAL CENTER AND LEVEL I TRAUMA CENTER IN THE REGION. IT IS ALSO HOME TO WESTERN NEW ENGLAND'S ONLY NEONATAL AND PEDIATRIC INTENSIVE CARE UNITS. BMC IS A 780-BED, TAX EXEMPT, NOT-FOR-PROFIT, ACADEMIC TEACHING HOSPITAL. BAYSTATE FRANKLIN MEDICAL CENTER (BFMC), LOCATED IN GREENFIELD, MASSACHUSETTS, IS A 89-BED, TAX EXEMPT, NOT-FOR-PROFIT, ACUTE CARE COMMUNITY HOSPITAL. BFMC SERVES THE NORTHERN TIER OF NORTHWESTERN MASSACHUSETTS AND SOUTHERN VERMONT. BAYSTATE WING HOSPITAL CORPORATION (BWH), LOCATED IN PALMER, MASSACHUSETTS, IS A 68-BED, TAX-EXEMPT, NOT-FOR-PROFIT, ACUTE CARE COMMUNITY HOSPITAL. BAYSTATE TOTAL HOME CARE, INC. (BTHC), LOCATED IN SPRINGFIELD, MASSACHUSETTS, IS A TAX EXEMPT, NOT-FOR-PROFIT CORPORATION ORGANIZED TO BENEFIT, SUPPORT AND FURTHER THE CHARITABLE ACTIVITIES OF BMC. BAYSTATE NOBLE HOSPITAL, INC. (BNH), LOCATED IN WESTFIELD, MASSACHUSETTS, IS A 85-BED TAX-EXEMPT, NOT-FOR-PROFIT ACUTE CARE COMMUNITY HOSPITAL. BNH PROVIDES INPATIENT, OUTPATIENT AND EMERGENCY CARE SERVICES FOR RESIDENTS IN THE GREATER WESTFIELD COMMUNITY. BAYSTATE MEDICAL PRACTICES, INC. (BMP) IS A MULTI-SPECIALTY ACADEMIC GROUP PRACTICE ESTABLISHED AS A TAX EXEMPT, NOT-FOR-PROFIT ORGANIZATION TO SUPPORT THE EDUCATIONAL AND RESEARCH PROGRAMS OF BAYSTATE HEALTH AS WELL AS NUMEROUS COMMUNITY PRIMARY CARE AND OUTREACH SERVICES. VISITING NURSE ASSOCIATION AND HOSPICE OF WESTERN NEW ENGLAND, INC. (BVNAH) IS A TAX EXEMPT, NOT-FOR-PROFIT ORGANIZATION THAT PROVIDES COMPREHENSIVE HOME HEALTH CARE COMMITTED TO PROVIDING THE HIGHEST QUALITY CARE TO PATIENTS AND FAMILIES, PRIMARILY IN THE HOME SETTING. BVNAH MEETS INDIVIDUAL NEEDS BY BRINGING EXPERIENCED NURSES, REHABILITATION THERAPISTS, SOCIAL WORKERS, AND HOME CARE AIDES TO PATIENTS' HOMES. HEALTH NEW ENGLAND, INC. (HNE) IS A TAX EXEMPT, NOT-FOR-PROFIT HEALTH MAINTENANCE ORGANIZATION. IT IS LOCATED IN SPRINGFIELD, MASSACHUSETTS. HNE'S SERVICE AREA IN MASSACHUSETTS INCLUDES FRANKLIN, BERKSHIRE, HAMPDEN AND HAMPSHIRE COUNTIES AND PART OF WORCESTER COUNTY. HNE ALSO SERVES HARTFORD, LITCHFIELD AND TOLLAND COUNTIES IN CONNECTICUT. BAYSTATE ADMINISTRATIVE SERVICES, INC. (BAS) IS A TAX EXEMPT, NOT-FOR-PROFIT CORPORATION THAT PROVIDES MANAGEMENT SUPPORT FOR THE BH SUBSIDIARIES, INCLUDING HUMAN RESOURCES, MARKETING, STRATEGIC PLANNING, INFORMATION SERVICES AND FINANCIAL SERVICES. BAYSTATE HEALTH FOUNDATION, INC. (BHF) IS A TAX EXEMPT, CHARITABLE ORGANIZATION ESTABLISHED FOR THE PURPOSE OF FUND-RAISING FOR HEALTHCARE RELATED ACTIVITIES, IN SUPPORT, AND FOR THE BENEFIT, OF BH AND THOSE SUBSIDIARIES OF BH THAT ARE TAX EXEMPT, NOT-FOR-PROFIT CORPORATIONS, AND TO HOLD ENDOWMENT, CHARITABLE DONATIONS, AND OTHER FUNDS FOR THEIR BENEFIT. INGRAHAM CORPORATION (IC) IS A FOR-PROFIT, TAXABLE CORPORATION WHOSE MAIN PURPOSE IS FACILITY SUPPORT SERVICES. BAYSTATE HEALTH INSURANCE COMPANY, LTD. (BHIC) IS A CAPTIVE INSURANCE COMPANY ORGANIZED AND LICENSED IN THE CAYMAN ISLANDS, BRITISH WEST INDIES. BHIC PROVIDES PROFESSIONAL LIABILITY AND OTHER INSURANCE COVERAGE TO BH AND ITS CORPORATE AFFILIATES AND THEIR EMPLOYEES. BHIC ALSO OFFERS MALPRACTICE INSURANCE TO MEMBERS OF BH'S MEDICAL STAFF WHO MEET CRITERIA FOR PARTICIPATION. 19160609 1 1 0 1 0 0 0 0 0 1 1 1 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 52 0 1 0 1 1 1 CJ 0 0 0 0 0 0 0 0 0 0 X 21 16 1 1 0 0 0 1 0 1 1 0 0 1 1 1 1 1 1 0 0 1 1 CA MA X LAURIE MARTIN BAYSTATE HEALTH INC 4137940000 759 CHESTNUT STREET SPRINGFIELD MA 01199 X MARK A KEROACK MD TRUSTEE/PRESIDENT & CEO - BH 35.00 15.00 X X 0 2590235 42643 KEVIN P MORIARTY MD TRUSTEE/CHIEF PED SURGERY 1.00 49.00 X 751828 0 41983 AKINYELE K LOVELACE DO TRUSTEE/PER DIEM INTERNIST 1.00 49.00 X 66500 0 779 SARA ROURKE MD TRUSTEE/PER DIEM URGENT CARE PHYSCN 1.00 49.00 X 12555 0 188 COLLEEN W HOLMES VICE CHAIR (AS OF 1/1/23)/TRUSTEE 2.00 5.00 X X 0 0 0 HARRIET A DEVERRY CHAIR (AS OF 1/1/23)/ TRUSTEE 2.00 5.00 X X 0 0 0 ANTONIO E DOS SANTOS TRUSTEE (AS OF 1/1/23) 1.00 4.00 X 0 0 0 CLAUDIA R COPLEIN DO TRUSTEE 1.00 4.00 X 0 0 0 DENISE R JORDAN TRUSTEE 1.00 4.00 X 0 0 0 ELIZABETH CARDONA TRUSTEE 1.00 4.00 X 0 0 0 IRENE RODRIGUEZ-MARTIN TRUSTEE 1.00 4.00 X 0 0 0 JAMES R PHANEUF TRUSTEE 1.00 4.00 X 0 0 0 JOHN F MAYBURY TRUSTEE (THRU 12/31/22) 1.00 5.00 X 0 0 0 KATHLEEN B SCOBLE TRUSTEE (THRU 12/31/22) 1.00 5.00 X 0 0 0 LINDA THOMPSON TRUSTEE (AS OF 1/1/23) 1.00 4.00 X 0 0 0 MARIA P GONCALVES TRUSTEE 1.00 5.00 X 0 0 0 MARK A O'CONNELL TRUSTEE (AS OF 1/1/23) 1.00 5.00 X 0 0 0 PAUL C PICKNELLY TRUSTEE 1.00 4.00 X 0 0 0 PAUL R MURPHY TRUSTEE 1.00 4.00 X 0 0 0 RICHARD BOSSIE TRUSTEE 1.00 4.00 X 0 0 0 ROBERT J BACON TRUSTEE 1.00 5.00 X 0 0 0 RUTH H CONSTANTINE TRUSTEE 1.00 4.00 X 0 0 0 WILLIAM R WEBBER TRUSTEE 1.00 4.00 X 0 0 0 RAYMOND MCCARTHY TRUSTEE/SVP, CFO & TREASURER BH 10.00 40.00 X 0 1132360 27717 KRISTIN R DELANEY CLERK/DIR CORP GOVERNANCE 34.00 16.00 X 0 171356 48217 NANCY REMILLARD ASST. CLERK OF THE CORP 1.00 49.00 X 0 60294 12442 830883 3954245 173969 0 0 1 1 BAYSTATE ADMINISTRATIVE SERVICES INC 759 CHESTNUT STREET SPRINGFIELD MA 01199 MANAGEMENT AND IT SERVICES 2175086 MOSS ADAMS LLC 1301 A STREET SUITE 600 TACOMA WA 98402 CONSULTING SERVICES 1365792 MCDERMOTT WILL & EMERY LLP 444 WEST LAKE STREET CHICAGO IL 60606 LEGAL SERVICES 891300 VYNAMIC LLC 1600 ARCH STREET SUITE 200 PHILADELPHIA PA 19103 CONSULTING SERVICES 642320 ERNST & YOUNG LLP 200 PLAZA DRIVE SECAUCUS NJ 07094 CONSULTING SERVICES 305681 11 13355911 279194 13635105 PREMIER INVEST INCOME 525990 2874459 2874459 MD DUES/FEES 621110 881728 881728 BHIC E&P UBIT 525990 712065 712065 CPIP ADMIN REVENUE 531120 305000 305000 INTERCOMPANY RENT 621110 300971 300971 3720553 4665 3715888 8794776 5404281 -945515 6349796 194 194 61905990 62657866 -751876 -751876 -751876 LOANS-PRINCIPAL PMTS 561499 564762 564762 FED. TAX REFUND 621110 281549 281549 MA STATE TAX REFUND 621110 105439 105439 951750 28034230 4448811 71550 9878764 X 367779 367779 296026 296026 1067526 1067526 40000 40000 385000 385000 20785 20785 4727367 4727367 54497 54497 39458 8152 31306 21561 21561 19360 19360 25312 7295 18017 4088603 4088603 2658575 1873225 785350 3345 3345 STRATEGIC INITIATIVES 10516553 10516553 INCOME TAX EXPENSE 445329 445329 RESEARCH INITIATIVES 317437 317437 MEMBERSHIP DUES/FEES 316480 193175 123305 377751 373182 4569 25788744 19160609 6628135 0 13320032 15942375 372044 768972 19402460 13479730 348445 289321 59124 59124 15868305 16787009 130518772 139799883 4132000 4132000 64077259 130008229 247749996 320977322 1973743 6215394 1543996 1543997 32027779 111025279 105150586 105283702 140696104 224068372 X 77906641 66335311 29147251 30573639 107053892 96908950 247749996 320977322 X 2245486 3970844 -16361272 X 0 1 X 1 0 X 19117934 24077413 10455409 14697185 13635105 81983046 19117934 24077413 10455409 14697185 13635105 81983046 81983046 1670583 1408932 258089 1762263 5404475 10504342 187625 731263 1552249 3320 676029 3150486 1468232 708686 177275 71602 951750 3377545 99015419 70708767 0.82800 0.87010 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2018 AMOUNT: $ 1,468,232. 2019 AMOUNT: $ 708,686. 2020 AMOUNT: $ 177,275. 2021 AMOUNT: $ 71,602. 2022 AMOUNT: $ 951,750. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 385000 385000 0 PART II-B, LINE 1: BH PAID RAUSCHENBACH ASSOCIATES, PHILIP W. JOHNSTON, ASSOCIATES, CAPITOL COUNCIL, LLC, BUONICONTI & MCCARY, LLC AND BRIAN P. LEES, FOR LOBBYING ACTIVITIES RELATED TO HEALTHCARE POLICY, LEGISLATION, AND APPROPRIATIONS AS WELL AS TECHNICAL AND STRATEGIC ADVICE FOR THE HEALTHCARE SYSTEM. 20491040 261980 897747 21650767 26196508 114822 -5820290 20491040 21989215 113781 4093512 26196508 21660762 89825 238628 21989215 21985078 84917 -409233 21660762 1.00000 0 1 1 59124 59124 233233 233233 0 18589 18589 0 37499 37499 0 59124 457B PLAN ASSETS 81466019 F INVESTMENTS - OTHER SECURITIES 8228042 F INVESTMENT IN UNCONSOLIDATED AFFILIATES 1124785 F INVESTMENT IN SUBSIDIARIES (INGRAHAM, WING AND NOBLE) 48981037 F 139799883 DUE FROM AFFILIATED COMPANIES 5375489 AFFILIATE LINE OF CREDIT 101400000 INTEREST IN NET ASSETS OF BHF 23232740 130008229 76392 DUE TO AFFILIATED COMPANIES 10369192 DUE TO BOARD-DESIGNATED FUNDS 1073979 INSURANCE RESERVES 12298120 DEFERRED COMPENSATION OBLIGATIONS 81466019 105283702 PART V, LINE 4 ENDOWMENT ASSETS ARE TO PROVIDE FUNDING TO SUPPORT PROGRAMS THAT FURTHER BAYSTATE HEALTH'S MISSION. CENTRAL AMERICA AND THE CARIBBEAN 0 0 UNRELATED TRADE OR BUSINESS INSURANCE 26196696 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 40803267 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 739895 0 0 0 0 0 0 67739858 0 67739858 1 0 1 1 1 0 PART III ACCOUNTING METHOD: PART I, LINE 3: ACTUAL CASH TRANSFERS FOR UNRELATED INSURANCE ACTIVITY AND MARKET VALUE FOR INVESTMENT CAPITAL BALANCES. PART I, LINE 3: EXPENDITURES OF $26,196,696 IN THE CARIBBEAN ARE COMPRISED OF INSURANCE RELATED CASH TRANSFERS OF $26,076,696 AND BAYSTATE HEALTH'S BOOK VALUE OF THE $120,000 BHIC INVESTMENT. 1 PUBLIC HEALTH INSTITUTE OF WESTERN MASSACHUSETTS PO BOX 4895 SPRINGFIELD MA 011014895 043342182 501(C)(3) 250000 0 TO ASSIST THE PUBLIC HEALTH INSTITUTE, FORMERLY PARTNERS FOR A HEALTHIER COMMUNITY, IN NARROWING THE GAP IN HEALTH DISPARITIES FOR SOME OF SPRINGFIELD'S MOST VULNERABLE CITIZENS, AND TO BE A SOURCE OF SUPPORT FOR BUILDING CIVIC LEADERS, CREATING STRATEGIES FOR CHANGE, AND PROMOTING POLICY ACTIONS TO CREATE HEALTHIER COMMUNITIES. BAYSTATE HEALTH FOUNDATION INC 759 CHESTNUT STREET SPRINGFIELD MA 01199 043549011 501(C)(3) 65000 0 TO SUPPORT THE HEALTH SCIENCES LIBRARY MASSACHUSETTS HEALTH POLICY FORUM 415 SOUTH STREET MS 126 WALTHAM MA 024549110 042103552 501(C)(3) 30000 0 TO IMPROVE HEALTH AND THE HEALTH CARE SYSTEM IN THE COMMONWEALTH OF MA BY CONVENING FORUMS AND PRESENTING THE HIGHEST QUALITY RESEARCH TO LEGISLATORS, STAKEHOLDERS AND THE PUBLIC. PHYSICIAN HEALTH SERVICES INC 860 WINTER STREET WALTHAM MA 024511414 223234975 501(C)(3) 15000 0 TO ADDRESS ISSUES OF PHYSICIAN HEALTH, INCLUDING STRESS, BURNOUT, WORK-LIFE BALANCE ISSUES AND A VARIETY OF PHYSICAL AND BEHAVIORAL HEALTH CONCERNS. 4 0 PART I, LINE 2: GRANTEES ARE SELECTED THAT PROMOTE OR SUPPORT HEALTHCARE ADVANCEMENT OBJECTIVES AND COMMUNITY REVITALIZATION. PROPOSED CANDIDATES GO THROUGH A MANAGEMENT APPROVAL PROCESS. X X X X 0 1 0 0 0 0 0 0 0 MARK A KEROACK MD TRUSTEE/PRESIDENT & CEO - BH 0 1542937 0 619496 0 427802 0 22875 0 19768 0 2632878 0 4200 RAYMOND MCCARTHY TRUSTEE/SVP, CFO & TREASURER BH 0 700431 0 215579 0 216350 0 25925 0 1792 0 1160077 0 4200 KEVIN P MORIARTY MD TRUSTEE/CHIEF PED SURGERY 571989 0 122013 0 57826 0 25925 0 16058 0 793811 0 4200 0 KRISTIN R DELANEY CLERK/DIR CORP GOVERNANCE 0 154852 0 15079 0 1425 0 21673 0 26544 0 219573 0 0 PART I, LINE 3: THE COMPENSATION OF THE PRESIDENT AND CEO IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF THE FILING ORGANIZATION. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE PRESIDENT AND CEO WOULD BE THOSE INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AND WOULD BE CONSIDERED INDEPENDENT FOR COMPENSATION DELIBERATION PURPOSES. THE COMPENSATION OF THE PRESIDENT AND CEO IS ESTABLISHED BASED ON INFORMATION PROVIDED BY INDEPENDENT THIRD PARTY CONSULTANTS FOR REASONABLENESS AND APPROPRIATE COMPARABILITY DATA. THE COMPENSATION IS THEN ESTABLISHED, REVIEWED AND APPROVED BY THE DULY AUTHORIZED HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. AND ALL SUCH DELIBERATIONS AND DECISIONS ARE DOCUMENTED CONTEMPORANEOUSLY. PART I, LINE 4B: MARK A. KEROACK, MD - SUPPLEMENTAL RETIREMENT OF $382,689 IS INCLUDED IN COLUMN B. THIS AMOUNT CONSISTS OF $378,489 EARNED AND PAID IN 2022 AND $4,200 THAT WAS PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN PRIOR YEARS FORMS 990 AND THAT IS CURRENTLY REPORTED AS TAXABLE INCOME. THE AMOUNT IS LISTED IN COLUMN F IN ACCORDANCE WITH REPORTING REQUIREMENTS. SUPPLEMENTAL RETIREMENT OF $4,575 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2022. RAYMOND MCCARTHY - SUPPLEMENTAL RETIREMENT OF $175,124 IS INCLUDED IN COLUMN B. THIS AMOUNT CONSISTS OF $170,924 EARNED AND PAID IN 2022 AND $4,200 THAT WAS PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN PRIOR YEARS FORMS 990 AND THAT IS CURRENTLY REPORTED AS TAXABLE INCOME. THE AMOUNT IS LISTED IN COLUMN F IN ACCORDANCE WITH REPORTING REQUIREMENTS. SUPPLEMENTAL RETIREMENT OF $4,575 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2022. KEVIN P. MORIARTY, MD - SUPPLEMENTAL RETIREMENT OF $24,115 IS INCLUDED IN COLUMN B. THIS AMOUNT CONSISTS OF $19,915 EARNED AND PAID IN 2022 AND $4,200 THAT WAS PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN PRIOR YEARS FORMS 990 AND THAT IS CURRENTLY REPORTED AS TAXABLE INCOME. THE AMOUNT IS LISTED IN COLUMN F IN ACCORDANCE WITH REPORTING REQUIREMENTS. SUPPLEMENTAL RETIREMENT OF $4,575 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2022. FORM 990, PART VI, SECTION A, LINE 1A THE FILING ORGANIZATION HAS A STANDING EXECUTIVE COMMITTEE, WHICH IS ENTITLED TO ACT BETWEEN MEETINGS OF THE BOARD, ON ALL MATTERS AS TO WHICH THE BOARD IS ENTITLED TO ACT AND PERMITTED BY LAW TO DELEGATE TO A COMMITTEE. FORM 990, PART VI, SECTION A, LINE 2 TWO OR MORE OF THE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF SITTING ON ONE OR MORE BOARDS OF DIRECTORS OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP WITH ONE OR MORE ENTITIES IN THE BAYSTATE GROUP OF AFFILIATED ENTITIES AND IN THE COMMUNITY. THE FOLLOWING TRUSTEES, OFFICERS, OR KEY EMPLOYEES HAVE A BUSINESS RELATIONSHIP: (1) MARK A. KEROACK, MD AND PAUL R. MURPHY (2) JOHN F. MAYBURY AND ANTONIO E. DOS SANTOS. FORM 990, PART VI, SECTION A, LINE 3 BAYSTATE HEALTH, INC IS AFFILIATED WITH BAYSTATE ADMINISTRATIVE SERVICES, INC. (BAS) WHICH IS A 501(C)(3) ORGANIZATION. INFORMATION TECHNOLOGY, HUMAN RESOURCES, FINANCE, TREASURY, ACCOUNTING AND OTHER MANAGEMENT AND SUPPORT FUNCTIONS ARE DELEGATED TO BAS. FORM 990, PART VI, SECTION A, LINE 7A TWO OF THE TRUSTEES OF THE FILING ORGANIZATION ARE REQUIRED TO BE MEMBERS OF THE BOARD OF DIRECTORS OF BAYSTATE WING HOSPITAL CORPORATION (BWH), AN AFFILIATED ORGANIZATION, AND THEIR ELECTION IS SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS OF BWH. FORM 990, PART VI, SECTION B, LINE 11B PRIOR TO FILING THE FORM 990, APPROPRIATE SECTIONS WERE REVIEWED BY THE TAX, FINANCE, AND HUMAN RESOURCES AREAS OF BAYSTATE HEALTH, INC. AND BY OUTSIDE LEGAL COUNSEL. THE FORM 990 WAS ALSO REVIEWED BY TAX EXPERTS FROM AN INDEPENDENT ACCOUNTING FIRM AND SIGNED-OFF AS A PAID PREPARER. THE PROCESS, KEY AREAS AND ANY NEW CHANGES WERE REVIEWED PRIOR TO FILING WITH THE BAYSTATE HEALTH AUDIT AND COMPLIANCE COMMITTEE (ACC), WHICH IS COMPOSED OF TRUSTEES OF THE FILING ORGANIZATION. THE ACC MEMBERS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING THE TAX COMPLIANCE PROCESS AND THE TAX FILINGS IN GENERAL. THE FORM 990 WAS PROVIDED TO ALL MEMBERS OF THE BAYSTATE HEALTH BOARD OF TRUSTEES PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C BAYSTATE HEALTH, INC. (BH) AND ITS AFFILIATED ENTITIES HAVE A COMPREHENSIVE CONFLICT OF INTEREST POLICY APPLICABLE TO ALL OF THE AFFILIATED ENTITIES. ALL DIRECTORS, TRUSTEES, OFFICERS, KEY EMPLOYEES, AND HIGHEST COMPENSATED EMPLOYEES OF BH AND ITS AFFILIATES ARE ASKED TO COMPLETE AN ANNUAL "CONFLICT OF INTEREST" FORM. WE UTILIZE AN ELECTRONIC DATABASE TO RECEIVE AND MANAGE ALL CONFLICT OF INTEREST SUBMISSIONS. THIS INFORMATION IS REVIEWED BY THE CHIEF COMPLIANCE OFFICER, CHIEF EXECUTIVE OFFICER, CHAIR OF THE BOARD OF TRUSTEES, CHIEF GENERAL COUNSEL AND THE CHAIR OF THE AUDIT & COMPLIANCE COMMITTEE. A SUMMARY OF THE CONFLICT OF INTEREST DISCLOSURES IS PROVIDED TO THE BAYSTATE HEALTH BOARD OF TRUSTEES AND THE TAX DEPARTMENT. POTENTIAL CONFLICT OF INTEREST TRANSACTIONS ARE REVIEWED AS APPROPRIATE UNDER THE POLICY, WHICH PROVIDES FOR RECUSAL FROM DISCUSSION AND DELIBERATION BY ANY PARTY WITH A POTENTIAL CONFLICT OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF THE PRESIDENT AND CEO IS PAID BY BAYSTATE ADMINISTRATIVE SERVICES, INC., AN AFFILIATE AND RELATED ORGANIZATION OF THE FILING ORGANIZATION. THE COMPENSATION IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF THE FILING ORGANIZATION. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE PRESIDENT AND CEO WOULD BE THOSE INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AND WOULD BE CONSIDERED INDEPENDENT FOR COMPENSATION DELIBERATION PURPOSES. THE COMPENSATION OF THE PRESIDENT AND CEO IS ESTABLISHED BASED ON INFORMATION PROVIDED BY INDEPENDENT THIRD PARTY CONSULTANTS FOR REASONABLENESS AND APPROPRIATE COMPARABILITY DATA.THE COMPENSATION IS THEN ESTABLISHED, REVIEWED AND APPROVED BY THE DULY AUTHORIZED COMPENSATION COMMITTEE. THE COMPENSATION OF THE SENIOR VICE PRESIDENT, FINANCE, CFO AND TREASURER IS PAID BY BAYSTATE ADMINISTRATIVE SERVICES, INC., AN AFFILIATE AND RELATED ORGANIZATION OF THE FILING ORGANIZATION. THE COMPENSATION IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF BAYSTATE HEALTH, INC. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE SENIOR VICE PRESIDENT, FINANCE, CFO AND TREASURER WOULD BE THOSE INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AND WOULD BE CONSIDERED INDEPENDENT FOR COMPENSATION DELIBERATION PURPOSES. THE COMPENSATION OF THE SENIOR VICE PRESIDENT, FINANCE, CFO AND TREASURER IS ESTABLISHED BASED ON INFORMATION PROVIDED BY INDEPENDENT THIRD PARTY CONSULTANTS FOR REASONABLENESS AND APPROPRIATE COMPARABILITY DATA.THE COMPENSATION IS THEN ESTABLISHED, REVIEWED AND APPROVED BY THE DULY AUTHORIZED COMPENSATION COMMITTEE OF BAYSTATE HEALTH, INC. THE COMPENSATION OF OTHER OFFICERS OF THE FILING ORGANIZATION IS DETERMINED IN ACCORDANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT, IN CONSULTATION WITH HUMAN RESOURCES, BASED ON THE BAYSTATE HEALTH BOARD APPROVED BUDGET AND WAGE PROGRAM FOR EACH FISCAL YEAR. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AT WWW.BAYSTATEHEALTH.ORG. ARTICLES OF ORGANIZATION AND BYLAWS ARE GENERALLY AVAILABLE AT THE COMMONWEALTH OF MASSACHUSETTS WEBSITE. FORM 990, PART VI, SECTION B, LINE 16B: BAYSTATE HEALTH, INC. HAS A JOINT VENTURE POLICY. FORM 990, PART VII, SECTION A, LINE 5: CERTAIN OFFICERS OR TRUSTEES OF THE FILING ORGANIZATION ARE PAID BY AN ENTITY, BAYSTATE MEDICAL PRACTICES, INC. (BMP) EIN 04-2888373, WHICH IS PART OF THE HEALTH CARE SYSTEM TO WHICH THE FILING ORGANIZATION BELONGS BUT DOES NOT MEET THE TECHNICAL REQUIREMENTS AS A "RELATED ORGANIZATION" PER SCHEDULE R. COMPENSATION FROM BMP TO THE OFFICERS AND TRUSTEES OF THE FILING ORGANIZATION THEREFORE, IS REPORTED AS PAID FROM AN UNRELATED ORGANIZATION IN LINE 5 AND ACCORDING TO THE INSTRUCTIONS REPORTED AS THOUGH PAID BY THE FILING ORGANIZATION. FORM 990, PART IX, LINE 11G CONSULTING SERVICES - VARIOUS: PROGRAM SERVICE EXPENSES 4,727,367. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,727,367. FORM 990, PART XI, LINE 9: TRANSFERS FROM/TO AFFILIATED COMPANIES, NET -35,220,000. PROPERTY, PLANT & EQUIPMENT TRANSFERS EQUITY GAIN / (LOSS) IN BAYCARE -122,898. EQUITY GAIN / (LOSS) IN INGRAHAM 150,656. EQUITY GAIN / (LOSS) IN SHIELDS -738,542. BHIC UBTI -712,065. SUBPART F INCOME FROM CAPTIVE INSURANCE COMPANY -3,715,888. NET ASSETS RELEASED FROM RESTR-BHF -2,535. BHIC DIVIDEND DECLARED 24,000,000. SUBPART F LOSS FROM CAPTIVE INS. CO. 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