2018-08-14T16:24:57-05:00 2017-09-30 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 117531681 990 2016-10-01 222629185 CAREGROUP INC CARE 6176671700 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 JOHN T SZUM EXECUTIVE VP AND CFO 6176671700 2018-08-08 0 CHRISTINE KAWECKI P00743140 5169187000 2016 2022-09-23 18:48:47Z JOHN T SZUM 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 13501694 0 X WWW.CAREGROUP.ORG X 1984 MA SEE SCHEDULE O. 7 7 21 8 3166619 -25273 0 0 10559866 7966669 510945 183692 5658982 5351333 16729793 13501694 0 0 0 0 7760333 7616412 0 0 0 9029696 8824671 16790029 16441083 -60236 -2939389 16485365 13828930 3465891 2887916 13019474 10941014 X SEE SCHEDULE O 0 0 10924285 10149473 SEE SCHEDULE O. 10924285 1 0 0 1 0 0 0 0 0 0 0 1 0 0 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 17 0 1 21 1 1 1 0 0 0 0 0 0 0 0 0 X 7 7 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X JOHN T SZUM 6176671700 109 BROOKLINE AVENUE SUITE 300 BOSTON MA 02215 BARKER ESQ THOMAS R DIRECTOR 2.00 0.00 X 0 0 0 CANEPA JOHN J DIRECTOR (EX-OFFICIO) 2.00 9.00 X 0 0 0 GREEN ESQ KAREN F DIRECTOR 2.00 0.00 X 0 0 0 JICK DANIEL J DIRECTOR (EX-OFFICIO) 2.00 9.00 X 0 0 0 NICHOLS PETER B DIRECTOR (EX-OFFICIO) 2.00 5.00 X 0 0 0 NORKUS MICHAEL DIRECTOR & BOARD CHAIR 5.00 0.00 X 0 0 0 STRIEDER HELEN R DIRECTOR 2.00 0.00 X 0 0 0 WILKINS JOHN P DIRECTOR 2.00 0.00 X 0 0 0 ROBLE DANIEL VP, GENERAL COUNSEL, CLERK 24.00 0.00 X 332996 0 35451 SZUM JOHN CFO, EVP, TREASURER 60.00 0.00 X 1360745 0 59047 MONCREIFF JANE SVP & CIO 60.00 0.00 X 813142 0 83366 DONOVAN SHAWN INTERIM CIO 60.00 0.00 X 542526 0 48261 CLOUGH JEANETTE G PRES/CEO MOUNT AUBURN HOSPITAL 65.00 0.00 X 826375 201797 313465 SAMUELS ALIZA VP, MARKETABLE SECURITIES 60.00 0.00 X 453736 0 33305 SCHWAB VALBONA VP, MARKETABLE SECURITIES 60.00 0.00 X 448786 0 35819 BOWES GEOFFREY INVESTMENT ASSOCIATE 60.00 0.00 X 214399 0 282 APPLEYARD JOSEPH CORP DIR - FINANCIAL PLANNING 60.00 0.00 X 203381 0 34927 5196086 201797 643923 13 0 1 0 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVENUE BOSTON MA 02215 PAYROLL & BENEFITS 8435558 KPMG LLP 550 SOUTH HOPE ST STE 1500 LOS ANGELES CA 90071 ACCOUNTING 789645 ERNST & YOUNG PO BOX 827006 PHILADELPHIA PA 19182 ACCOUNTING/TAX 191655 DELOITTE & TOUCHE PO BOX 844736 DALLAS TX 752844736 ACCOUNTING/TAX 119170 FOLEY HOAG 155 SEAPORT BLVD BOSTON MA 02210 LEGAL 116178 5 MANAGEMENT SERVICE FEE 900099 7966669 7966669 7966669 46996 -4725 51721 136696 0 136696 136696 2815 133881 INVESTMENT MANAGEMENT 523000 5351333 2182804 3168529 5351333 13501694 10149473 3166619 185602 2911958 1455979 1455979 3135715 3135715 223308 223308 1109564 1109564 235867 235867 75835 75835 759900 759900 836073 836073 61088 61088 400190 400190 138295 138295 17703 17703 4146576 4146576 NEWCO EXPENSES 2188919 2188919 CONSULTING 147786 147786 52306 52306 16441083 10924285 5516798 0 1406659 1342602 1848607 1670523 1174683 1230574 11150686 9561870 904730 23361 16485365 13828930 3465891 2887916 3465891 2887916 X 13019474 10941014 13019474 10941014 16485365 13828930 X -2939389 58687 802242 X X 0 1 X 1 0 X X 8 BETH ISRAEL DEACONESS MEDICAL CENTER 042103881 3 1 5605943 0 BETH ISRAEL DEACONESS HOSPITAL-NEEDHAM 043229679 3 1 219859 0 MOUNT AUBURN HOSPITAL 042103606 3 1 2342463 0 NEW ENGLAND BAPTIST HOSPITAL 042103612 3 1 1022383 0 HMFP AT BETH ISRAEL DEACONESS MEDICAL CENTER 222768204 9 1 757402 0 MEDICAL CARE OF BOSTON MANAGEMENT CORP DBA AFFILIA 042810972 9 0 111521 0 BETH ISRAEL DEACONESS HOSPITAL-MILTON INC 042103604 3 0 245111 0 BETH ISRAEL DEACONESS HOSPITAL-PLYMOUTH INC 222667354 3 0 616131 0 8 10920813 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 1 1 SCHEDULE A PART IV SECTION A QUESTION 1 NAME AND RELATIONSHIP OF SUPPORTING ORGANIZATIONS AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP, INC. (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. TO THIS END, FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP SERVED AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER), NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BID-NEEDHAM), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A BETH ISRAEL DEACONESS HEALTHCARE A/K/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), MILTON HOSPITAL FOUNDATION (MHF), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER AND ITS AFFILIATED HOSPITALS ACCOMPLISH THEIR CHARITABLE PURPOSES. EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. THE CAREGROUP RESTATED ARTICLES OF ORGANIZATION SPECIFY THAT THE CORPORATION "SHALL OPERATE EXCLUSIVELY FOR THE BENEFIT OF BETH ISRAEL DEACONESS MEDICAL CENTER, INC., BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC., MOUNT AUBURN HOSPITAL, NEW ENGLAND BAPTIST HOSPITAL AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. AND THEIR AFFILIATED HOSPITALS AND OTHER AFFILIATED CHARITABLE ORGANIZATIONS IN THE CONDUCT OF THEIR CHARITABLE, EDUCATIONAL AND SCIENTIFIC FUNCTIONS..." AS REPORTED IN THIS FORM 990 SCHEDULE A, PART I LINE 11G, DURING THE PERIOD COVERED BY THIS FILING, CAREGROUP PROVIDED SUPPORT TO BIDMC, BID-NEEDHAM, BID-MILTON, BID-PLYMOUTH, APG, MAH, NEBH AND HMFP. ALTHOUGH NOT ALL OF THESE ENTITIES WERE SPECIFICALLY LISTED BY NAME IN THE ARTICLES, ALL WERE DESIGNATED BY CLASS AND PURPOSE AS STATED IN THAT GOVERNING DOCUMENT AS "AFFILIATED HOSPITALS AND OTHER AFFILIATED CHARITABLE ORGANIZATIONS" AS BIDMC SERVES AS THE SOLE MEMBER OF THE ENTITIES NOT OTHERWISE LISTED. IN ADDITION, CAREGROUP HAS AN HISTORIC AND CONTINUING RELATIONSHIP WITH THESE ENTITIES PROVIDING ONGOING SERVICES AS NOTED THROUGHOUT THIS FORM 990, REQUIRED SCHEDULES AND NARRATIVE SUPPORT. SCHEDULE A PART IV SECTION D QUESTION 3 SIGNIFICANT VOICE IN INVESTMENT POLICIES, OTHER SERVICES AND BOARD REPRESENTATION SCHEDULE A PART IV SECTION E TYPE III FUNCTIONALLY-INTEGRATED SUPPORTING ORGANIZATIONS - ACTIVITIES TEST AS NOTED IN THIS FORM 990 FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP WAS A SUPPORT ORGANIZATION OVERSEEING THE FINANCIAL WELL-BEING OF ITS AFFILIATED ENTITIES. TO THAT END, CAREGROUP PROVIDED, AMONG OTHER THINGS, MANAGEMENT LEADERSHIP, DEBT STRUCTURING SUPPORT, INVESTMENT MANAGEMENT FOR THE ENDOWMENT ASSETS, FINANCING OF CAPITAL PROJECTS THROUGH ITS POOLED AND OBLIGATED GROUP DEBT, AND FINANCIAL SUPPORT SERVICES, INCLUDING INSURANCE AND TAX SERVICES FOR THE CONSOLIDATED NETWORK OF ENTITIES. DURING THE PERIOD COVERED BY THIS FILING, THE CAREGROUP CHIEF INVESTMENT OFFICER (CIO) PROVIDED INVESTMENT REPORTS TO SUPPORTED ORGANIZATIONS' INVESTMENT COMMITTEES, FINANCE COMMITTEES AND/OR BOARDS OF DIRECTORS/TRUSTEES AS WELL AS TO EACH INVESTOR'S SENIOR FINANCIAL MANAGEMENT. IN ADDITION, THE CIO WORKS WITH EACH ENTITY'S SENIOR MANAGEMENT AS NECESSARY RELATED TO ACCESSIBILITY TO CASH AND LIQUIDITY OF INVESTMENTS. THE CAREGROUP BOARD OF MANAGERS, A SUBCOMMITTEE OF THE CAREGROUP BOARD, WAS DESIGNATED TO MAKE INVESTMENT DECISIONS BY THE SUPPORTED ORGANIZATIONS WHOSE ENDOWMENTS AND/OR QUASI ENDOWMENT FUNDS WERE INVESTED; THESE ORGANIZATIONS EACH HAD BOARD REPRESENTATION DIRECTLY ON THE CAREGROUP BOARD OR REPRESENTATION THROUGH AN ENTITY WHICH SERVES AS ITS SOLE MEMBER. THE CAREGROUP EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER WAS INVITED TO BOARD MEETINGS OF SUPPORTED ORGANIZATIONS AS WELL AS MANY MEETINGS OF BOARD SUBCOMMITTEES. IN ADDITION, UNDER THE BY-LAWS WHICH WERE AMENDED AND RESTATED EFFECTIVE MARCH 24, 2016 BETH ISRAEL DEACONESS MEDICAL CENTER, MOUNT AUBURN HOSPITAL AND NEW ENGLAND BAPTIST HOSPITAL EACH HAVE THE RIGHT TO DESIGNATE ONE OF THE CAREGROUP'S EIGHT DIRECTORS. ACTIVITIES RELATED TO ISSUING NEW OBLIGATED GROUP DEBT AND/OR REFINANCING ANY EXISTING DEBT REQUIRES EXTENSIVE REVIEW AND COORDINATION WITH EACH MEMBER OF THE CAREGROUP OBLIGATED GROUP, ALL OF WHICH ARE SUPPORTED ORGANIZATIONS, AND BOARD VOTES RELATED TO ANY SUCH ACTION ARE REQUIRED. FINALLY, ON-GOING INSURANCE SERVICES, OTHER FINANCIAL SERVICES, TAX SERVICES AND COSTS ARE REVIEWED ON AN ON-GOING BASIS WITH THE SENIOR MANAGEMENT OF THE SUPPORTED ORGANIZATIONS AND INCLUDE PRESENTATIONS TO THE SUPPORTED ORGANIZATIONS' BOARDS OF DIRECTORS/TRUSTEES AND/OR BOARD SUB-COMMITTEES GENERALLY ON NOT LESS THAN AN ANNUAL BASIS. CAREGROUP'S EXEMPT FUNCTION INCOME IS EXCLUSIVELY DERIVED FROM PAYMENTS MADE TO CAREGROUP BY ITS SUPPORTED ORGANIZATIONS AND RELATED TO THE SERVICES IT PROVIDES TO THOSE SUPPORTED ORGANIZATIONS AS DESCRIBED ABOVE. ALL SUCH ACTIVITIES WOULD NEED TO BE PERFORMED DIRECTLY BY THE SUPPORTED ORGANIZATIONS IF NOT PROVIDED TO THEM BY CAREGROUP. ANNUALLY, A PERCENTAGE OF CAREGROUP'S INVESTMENT INCOME IS ALLOCATED TO EACH SUPPORTED ORGANIZATION TO COVER A PORTION OF THE COSTS OF THE SERVICES THAT CAREGROUP PROVIDES TO EACH SUPPORTED ORGANIZATION. AS SUCH, THROUGH THESE ACTIVITIES AND ACTIONS, EACH SUPPORTED ORGANIZATION HAS A SIGNIFICANT VOICE IN CAREGROUP'S OVERALL OPERATIONS INCLUDING IN THE INVESTMENT POLICIES AS WELL AS THE USE OF CAREGROUP'S INCOME AND ASSETS. SCHEDULE A PART IV SECTION E TYPE III SEE STATEMENT ABOVE 0 0 0 0 0 0 0 0 1 0 0 PART II-B, LINE 1: - DESCRIPTION OF LOBBYING ACTIVITIES AS PREVIOUSLY NOTED, CAREGROUP IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC), MOUNT AUBURN HOSPITAL (MAH) AND NEW ENGLAND BAPTIST HOSPITAL (NEBH). OCCASIONALLY, THESE ENTITIES ENGAGE IN SOME LOBBYING EFFORTS ON BEHALF OF THEMSELVES, CAREGROUP, INC. AND OTHER AFFILIATED NETWORK ENTITIES. ADDITIONALLY, FROM TIME TO TIME CAREGROUP, INC. PAYS DUES TO CERTAIN MEMBERSHIP ORGANIZATIONS, A PIECE OF WHICH MAY BE USED BY SUCH ORGANIZATIONS FOR LOBBYING ACTIVITIES ON BEHALF OF THIS INSTITUTION AND OTHER SIMILARLY SITUATED ORGANIZATIONS. TOTAL LOBBYING EXPENDITURES ON BEHALF OF CAREGROUP, INC. WERE MINIMAL AND NOT SUBSTANTIAL BASED ON REVENUES. 0 INVESTMENTS HELD THROUGH CAREGROUP 9561870 F 9561870 X 3399144000 3385642000 3385642000 13502000 -306 -306 13501694 3332993000 3316552000 3316552000 16441000 83 83 16441083 PART X, LINE 2: CAREGROUP AND SUBSTANTIALLY ALL OF ITS SUBSIDIARIES HAVE ALL BEEN DETERMINED BY THE INTERNAL REVENUE SERVICE TO BE ORGANIZATIONS DESCRIBED IN INTERNAL REVENUE CODE (THE CODE) SECTION 501(C)(3) AND, THEREFORE, ARE EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. THE CORPORATION RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY IF THOSE POSITIONS ARE MORE LIKELY THAN NOT OF BEING SUSTAINED. RECOGNIZED INCOME TAX POSITIONS ARE MEASURED AT THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN FIFTY PERCENT LIKELY TO BE REALIZED UPON SETTLEMENT. CHANGES IN MEASUREMENT ARE REFLECTED IN THE PERIOD IN WHICH THE CHANGE IN JUDGMENT OCCURS. THE CORPORATION DID NOT RECOGNIZE THE EFFECT OF ANY INCOME TAX POSITIONS IN EITHER 2017 OR 2016. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGES IN EQUITY INTERESTS IN LIMITED PARTNERSHIP 802,000. CONSOLIDATED AFFILIATES NET ELIMINIATIONS 3,384,840,000. PART XI, LINE 4B - OTHER ADJUSTMENTS: ROUNDING -306. PART XII, LINE 2D - OTHER ADJUSTMENTS: CONSOLIDATED AFFILIATES NET ELIMINIATIONS 3,316,552,000. PART XII, LINE 4B - OTHER ADJUSTMENTS: ROUNDING 83. CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 1251915 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 157098 NORTH AMERICA 0 0 INVESTMENTS 53992 0 0 0 0 0 0 1463005 0 1463005 1 0 1 1 1 0 SCHEDULE F, PART IV - FOREIGN FORMS ALTHOUGH CAREGROUP WAS AN INDIRECT TRANSFEROR OF FUNDS TO A FOREIGN CORPORATION DURING THE PERIOD COVERED BY THIS FILING, SUCH TRANSFERS DID NOT RESULT IN AN OBLIGATION TO FILE FORM 926, RETURN OF A U.S. TRANSFEROR OF PROPERTY TO A FOREIGN CORPORATION. ALTHOUGH CAREGROUP WAS AN INDIRECT SHAREHOLDER OF A PASSIVE FOREIGN INVESTMENT COMPANY OR A QUALIFIED ELECTING FUND DURING THE PERIOD COVERED BY THIS FILING, SUCH TRANSFERS DID NOT RESULT IN AN OBLIGATION TO FILE FORM 8621, INFORMATION RETURN BY A SHAREHOLDER OF A PASSIVE FOREIGN INVESTMENT COMPANY OR QUALIFIED ELECTING FUND. ALTHOUGH CAREGROUP HELD AN INDIRECT OWNERSHIP INTEREST IN A FOREIGN PARTNERSHIP DURING THE TAX YEAR, THE INTEREST DID NOT RESULT IN AN OBLIGATION TO FILE FORM 8865, RETURN OF U.S. PERSONS WITH RESPECT TO CERTAIN FOREIGN PARTNERSHIPS. 1 X X X X 0 1 0 0 0 0 0 1 0 ROBLE DANIEL VP, GENERAL COUNSEL, CLERK 310009 0 0 0 22987 0 23850 0 11601 0 368447 0 0 0 SZUM JOHN CFO, EVP, TREASURER 460553 0 5000 0 895192 0 39545 0 19502 0 1419792 0 0 0 MONCREIFF JANE SVP & CIO 592304 0 200000 0 20838 0 59000 0 24366 0 896508 0 0 0 DONOVAN SHAWN INTERIM CIO 389106 0 135000 0 18420 0 22280 0 25981 0 590787 0 0 0 CLOUGH JEANETTE G PRES/CEO MOUNT AUBURN HOSPITAL 747481 0 0 0 78894 201797 292564 0 20901 0 1139840 201797 0 0 SAMUELS ALIZA VP, MARKETABLE SECURITIES 435473 0 0 0 18263 0 16500 0 16805 0 487041 0 0 0 SCHWAB VALBONA VP, MARKETABLE SECURITIES 316220 0 120000 0 12566 0 9019 0 26800 0 484605 0 0 0 BOWES GEOFFREY INVESTMENT ASSOCIATE 164268 0 50000 0 131 0 228 0 54 0 214681 0 0 0 APPLEYARD JOSEPH CORP DIR - FINANCIAL PLANNING 164984 0 20000 0 18397 0 6395 0 28532 0 238308 0 0 0 PART I, LINE 1A EXPLANATORY FOOTNOTES AS REQUIRED BY THIS FORM 990, SCHEDULE J, COMPENSATION INFORMATION, THE COMPENSATION DETAIL INCLUDED IN CAREGROUP FORM 990 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2017 IS CALENDAR YEAR 2016 DETAIL. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING THE 2016 CALENDAR YEAR, CAREGROUP AND THE MEDICAL CENTER WERE PARTICIPATING EMPLOYERS IN THE BETH ISRAEL DEACONESS MEDICAL CENTER EXECUTIVE RETIREMENT PROGRAM AND THE BETH ISRAEL DEACONESS MEDICAL CENTER 457(B) PLAN. PURSUANT TO THESE PLANS, ELIGIBLE EMPLOYEES RECEIVE CERTAIN RETIREMENT BENEFITS AND/OR CAN DEFER PART OF THEIR COMPENSATION. UNDER THE DEFINITIONS TO THIS FORM 990, THESE PLANS ARE CONSIDERED SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLANS. AMOUNTS DEFERRED BY PARTICIPANTS OR RECEIVED BY PARTICIPANTS AND RELATED TO THESE PLANS ARE INCLUDED IN FORM 990 SCHEDULE J, PART II, COLUMN B(III), OTHER REPORTABLE COMPENSATION AND/OR FORM 990, SCHEDULE J, PART II, COLUMN C, DEFERRED COMPENSATION IN ACCORDANCE WITH THE INSTRUCTIONS TO THIS FORM 990. ADDITIONAL INFORMATION IS INCLUDED WITH THE EXPLANATORY NOTES TO SCHEDULE J BELOW. PART I, LINE 7 NON-FIXED PAYMENTS THE CAREGROUP EXECUTIVE COMPENSATION PACKAGES AND CERTAIN EMPLOYEE COMPENSATION PACKAGES INCLUDE OPPORTUNITIES TO EARN INCENTIVE COMPENSATION BASED ON A COMBINATION OF MEETING OR EXCEEDING PRE-DETERMINED GOALS. FOR THE PERIOD COVERED BY THIS FILING, THE INCENTIVE COMPENSATION FOR EACH EXECUTIVE REPORTED IN THIS FORM 990 WAS REVIEWED AND APPROVED BY THE CAREGROUP EXECUTIVE COMMITTEE, WHICH AS PREVIOUSLY NOTED, IS FULLY STAFFED BY INDEPENDENT MEMBERS. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES REPORTABLE COMPENSATION LISTED IN FORM 990 PART VII INCLUDES BASE COMPENSATION, INCENTIVE COMPENSATION AND OTHER REPORTABLE COMPENSATION AS REPORTED IN FORM 990 SCHEDULE J. OTHER COMPENSATION LISTED IN FORM 990 PART VII INCLUDES DEFERRED COMPENSATION AND NON-TAXABLE BENEFITS AS REPORTED IN FORM 990 SCHEDULE J. BASE COMPENSATION: AMOUNTS NOT OTHERWISE SEPARATELY NOTED IN THIS RETURN BUT QUANTIFIED IN BASE COMPENSATION INCLUDE AMOUNTS FROM ONE OR MORE OF THE FOLLOWING ITEMS: REGULAR WAGES, EMPLOYEE DEFERRALS TO A 401(K) AND/OR 403(B) PLAN OTHER REPORTABLE COMPENSATION: AMOUNTS NOT OTHERWISE SEPARATELY NOTED IN THIS RETURN BUT QUANTIFIED IN OTHER REPORTABLE COMPENSATION INCLUDE AMOUNTS FROM ONE OR MORE OF THE FOLLOWING ITEMS: AMOUNTS DEFERRED BY THE EMPLOYEE (PLUS EARNINGS) UNDER FULLY VESTED 457(B) PLAN; INCREASE/DECREASE IN VALUE OF NONQUALIFIED FULLY VESTED 457(B) PLAN; VESTED AMOUNTS UNDER 457(F) PLAN; TAXABLE EMPLOYER-SUBSIDIZED PARKING; TAXABLE MOVING EXPENSES; TAXABLE LIFE, DISABILITY, OR LONG-TERM CARE INSURANCE; AND OTHER TAXABLE RETIREMENT BENEFITS DEFERRED COMPENSATION: AMOUNTS NOT OTHERWISE SEPARATELY NOTED BUT QUANTIFIED IN DEFERRED COMPENSATION INCLUDE AMOUNTS FROM ONE OR MORE OF THE FOLLOWING ITEMS: EMPLOYER CONTRIBUTIONS TO 401K RETIREMENT PLAN, EMPLOYER CONTRIBUTIONS TO 403B RETIREMENT PLAN, EMPLOYER CONTRIBUTION TO PENSION PLAN, UNFUNDED AND UNVESTED AMOUNTS DEFERRED UNDER 457(F) PLAN NON-TAXABLE BENEFITS: AMOUNTS NOT OTHERWISE SEPARATELY NOTED BUT QUANTIFIED IN NON-TAXABLE BENEFITS INCLUDE AMOUNTS FROM ONE OR MORE OF THE NON-TAXABLE BENEFITS: EMPLOYEE CONTRIBUTIONS TO HEALTH INSURANCE, EMPLOYER CONTRIBUTIONS TO HEALTH INSURANCE, EMPLOYEE CONTRIBUTIONS TO FLEXIBLE SPENDING ACCOUNTS FOR DEPENDENT CARE AND/OR MEDICAL REIMBURSEMENT, GROUP TERM LIFE INSURANCE, DISABILITY INSURANCE ALL DIRECTORS SERVE WITHOUT COMPENSATION OR BENEFITS. COMPENSATION PAID TO OFFICERS, DIRECTORS, OR KEY EMPLOYEES WAS EARNED FOR WORK PERFORMED IN A CAPACITY OTHER THAN THAT OF DIRECTOR, AS DENOTED BY THE LISTED TITLES. BETH ISRAEL DEACONESS MEDICAL CENTER AND HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER MAY BE REFERRED TO IN THESE EXPLANATORY NOTES TO FORM 990 PART VII AND FORM 990 SCHEDULE J AS BIDMC AND HMFP RESPECTIVELY. BARKER, ESQ., THOMAS R. DIRECTOR - CAREGROUP, INC. MR. BARKER DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. CANEPA, JOHN J. DIRECTOR- CAREGROUP, INC. TRUSTEE, CO-CHAIR - MOUNT AUBURN HOSPITAL TRUSTEE - MOUNT AUBURN PROFESSIONAL SERVICES TRUSTEE - CAREGROUP PARMENTER HOME CARE & HOSPICE MR. CANEPA DEVOTES, ON AVERAGE, A COMBINED 11 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. GREEN, ESQ., KAREN F. DIRECTOR - CAREGROUP, INC. MS. GREEN'S TERM ON THE CAREGROUP BOARD ENDED OCTOBER 14, 2016. MS. GREEN DEVOTED, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. JICK, DANIEL J. DIRECTOR - CAREGROUP, INC. DIRECTOR AND BOARD CHAIR - BETH ISRAEL DEACONESS MEDICAL CENTER MR. JICK DEVOTES, ON AVERAGE, A COMBINED 11 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. NICHOLS, PETER B. DIRECTOR- CAREGROUP, INC. TRUSTEE, CO-VICE CHAIR - NEW ENGLAND BAPTIST HOSPITAL MR. NICHOLS DEVOTES, ON AVERAGE, A COMBINED 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. NORKUS, MICHAEL DIRECTOR AND BOARD CHAIR - CAREGROUP, INC. MR. NORKUS DEVOTES, ON AVERAGE, 5 HOURS PER WEEK TO THE REPORTING ORGANIZATION. STRIEDER, HELEN R. DIRECTOR - CAREGROUP, INC. MS. STRIEDER DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. WILKINS, JOHN P. DIRECTOR - CAREGROUP, INC. MR. WILKINS DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. ROBLE, ESQ., DANIEL VICE PRESIDENT, GENERAL COUNSEL AND CLERK - CAREGROUP, INC. MR. ROBLE DEVOTES, ON AVERAGE, 24 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS MADE BY CAREGROUP, INC. BASE COMPENSATION: 310,009 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 22,987 DEFERRED COMPENSATION: 23,850 NON-TAXABLE BENEFITS: 11,601 OTHER REPORTABLE COMPENSATION FOR MR. ROBLE INCLUDES PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $19,084. SZUM, JOHN T. EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER - CAREGROUP, INC. TREASURER - CAREGROUP, INC. MR. SZUM DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS MADE BY CAREGROUP, INC. BASE COMPENSATION: 460,553 BONUS AND INCENTIVE COMPENSATION: 5,000 OTHER REPORTABLE COMPENSATION: 895,192 DEFERRED COMPENSATION: 39,545 NON-TAXABLE BENEFITS: 19,502 OTHER REPORTABLE COMPENSATION REPORTED BY CAREGROUP FOR THE 2016 CALENDAR YEAR INCLUDES PAYMENT OF MR. SZUM'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) OF $873,867. THIS AMOUNT REPRESENTS A PAYMENT TO MR. SZUM FOR DEFERRED COMPENSATION (AS A RETIREMENT BENEFIT) THAT WAS EARNED RELATED TO A CAREER SPANNING TWENTY-THREE YEARS WITH THE ORGANIZATION, AS WELL AS PREDECESSOR AND RELATED ORGANIZATIONS, AND WHICH CONTAINS A CLIFF VESTING PROVISION WHICH WAS ACHIEVED IN 2016 AND WHICH HAS BEEN ACCRUED OVER TEN YEARS. AS REQUIRED BY FORM 990, THIS AMOUNT HAS BEEN PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN EACH YEAR AS ACCRUED, EVEN THOUGH WHEN REPORTED AS DEFERRED COMPENSATION THE AMOUNTS WERE NOT VESTED UNTIL PAYMENT IN 2016. OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. SZUM INCLUDES COMBINED PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $24,050. OF THIS AMOUNT, $6,050 IS BOTH UNFUNDED AND UNVESTED. DONOVAN, SHAWN INTERIM CHIEF INVESTMENT OFFICER - CAREGROUP, INC. VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. COMPENSATION REPORTED HERE IS FOR 2016 CALENDAR YEAR. DURING THAT PERIOD THE MR. DONOVAN WAS A VICE PRESIDENT FOR MARKETABLE SECURITIES FOR CAREGROUP. HIS POSITION AS CAREGROUP'S INTERIM CHIEF INVESTMENT OFFICER BEGAN MAY 6, 2017. MR. DONOVAN'S TERM AS CAREGROUP'S INTERIM CHIEF INVESTMENT OFFICER BEGAN MAY 6, 2017. MR. DONOVAN DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 389,106 INCENTIVE COMPENSATION: 135,000 OTHER REPORTABLE COMPENSATION: 18,420 DEFERRED COMPENSATION: 22,280 NON-TAXABLE BENEFITS: 25,981 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. DONOVAN INCLUDES COMBINED PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $40,280. OF THIS AMOUNT, $6,380 IS BOTH UNFUNDED AND UNVESTED. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES (CONTINUED) MONCREIFF, JANE SENIOR VICE PRESIDENT AND CHIEF INVESTMENT OFFICER - CAREGROUP, INC. MS. MONCREIFF'S POSITION AS CAREGROUP'S SENIOR VICE PRESIDENT AND CHIEF INVESTMENT OFFICER ENDED MAY 6, 2017. MS. MONCREIFF DEVOTED, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 592,304 INCENTIVE COMPENSATION: 200,000 OTHER REPORTABLE COMPENSATION: 20,838 DEFERRED COMPENSATION: 59,000 NON-TAXABLE BENEFITS: 24,366 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. MONCREIFF INCLUDES COMBINED PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $58,450. OF THIS AMOUNT, $40,450 WAS BOTH UNFUNDED AND UNVESTED. CLOUGH, JEANETTE G. TRUSTEE (EX-OFFICIO), PRESIDENT AND CHIEF EXECUTIVE OFFICER - MOUNT AUBURN HOSPITAL TRUSTEE, PRESIDENT AND CHIEF EXECUTIVE OFFICER - MOUNT AUBURN PROFESSIONAL SERVICES TRUSTEE - CAREGROUP PARMENTER HOME CARE & HOSPICE MS. CLOUGH DEVOTES, ON AVERAGE, A COMBINED 65 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. IN HER POSITIONS AS PRESIDENT AND CHIEF EXECUTIVE OFFICER FOR MOUNT AUBURN HOSPITAL (MAH) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), MS. CLOUGH RECEIVES PAYMENTS DIRECTLY FROM MAH AS WELL AS FROM CAREGROUP, THE SOLE MEMBER OF MAH, AN ENTITY EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND A SUPPORT ORGANIZATION OF MAH. ADDITIONALLY, MS. CLOUGH PERFORMS SERVICES FOR BOTH MAH AND MAPS BUT NOT DIRECTLY FOR CAREGROUP. MS. CLOUGH'S COMPENSATION PAID BY CAREGROUP AND MAH IS REPORTED BELOW. THESE AMOUNTS ARE SIMILARLY REPORTED ON THE MAH AND MAPS RETURNS BASED ON THE SERVICES SHE PROVIDED TO THESE ENTITIES FOR THE POSITIONS NOTED ABOVE. PAYMENTS MADE BY CAREGROUP AND REPORTED BY MAH AND MAPS: BASE COMPENSATION: 747,481 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 78,894 DEFERRED COMPENSATION: 292,564 NON-TAXABLE BENEFITS: 20,901 PAYMENTS MADE BY MAH AND REPORTED BY MAH AND MAPS: BASE COMPENSATION: 0 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 201,797 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 0 OTHER REPORTABLE COMPENSATION FOR THE 2016 CALENDAR YEAR INCLUDES RETENTION PAYMENTS OF $204,504 PURSUANT TO MS. CLOUGH'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) AGREEMENT. DEFERRED COMPENSATION REPORTED FOR THE 2016 CALENDAR YEAR ALSO INCLUDES AN INCENTIVE PAYMENT RELATED TO THE SERVICES MS. CLOUGH PERFORMED DURING MOUNT AUBURN'S FISCAL YEAR ENDED SEPTEMBER 30, 2016 BUT WHICH WAS NOT PAID TO MS. CLOUGH UNTIL AFTER MARCH 15, 2017 IN THE AMOUNT OF $262,500 RELATED TO AN ANNUAL INCENTIVE PLAN. OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. CLOUGH INCLUDES COMBINED PAYMENTS FROM NONQUALIFIED RETIREMENT PLANS, INCLUDING THE INCREASE/DECREASE IN ACCOUNT VALUE, IN THE AMOUNT OF $73,350. SAMUELS, ALIZA VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MS. SAMUELS DEVOTED, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 435,473 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 18,263 DEFERRED COMPENSATION: 16,500 NON-TAXABLE BENEFITS: 16,805 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. SAMUELS INCLUDES COMBINED PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $21,250. OF THIS AMOUNT, $3,250 WAS BOTH UNFUNDED AND UNVESTED. SCHWAB, VALBONA VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MS. SCHWAB DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 316,220 INCENTIVE COMPENSATION: 120,000 OTHER REPORTABLE COMPENSATION: 12,566 DEFERRED COMPENSATION: 9,019 NON-TAXABLE BENEFITS: 26,800 OTHER REPORTABLE COMPENSATION FOR MS. SAMUELS INCLUDES COMBINED PAYMENTS RELATED TO NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $12,219. BOWES, GEOFFREY INVESTMENT ASSOCIATE - CAREGROUP, INC. MR. BOWES DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 164,268 INCENTIVE COMPENSATION: 50,000 OTHER REPORTABLE COMPENSATION: 131 DEFERRED COMPENSATION: 228 NON-TAXABLE BENEFITS: 54 APPLEYARD, JOSEPH CORPORATE DIRECTOR - FINANCIAL PLANNING - CAREGROUP, INC. MR. APPLEYARD DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 164,984 INCENTIVE COMPENSATION: 20,000 OTHER REPORTABLE COMPENSATION: 18,397 DEFERRED COMPENSATION: 6,395 NON-TAXABLE BENEFITS: 28,532 OTHER REPORTABLE COMPENSATION REPORTED FOR MR. APPLEYARD INCLUDES DEFERRED RELATED TO A NON-QUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $18,000. A MASS DEVELOPMENT FINANCE AGENCY 043431814 57584XMT5 2016-05-12 257611877 SEE PART VI 0 0 0 B MASS DEVELOPMENT FINANCE AGENCY 043431814 57584XDH1 2015-09-02 203702204 SEE PART VI 0 0 0 C MASS DEVELOPMENT FINANCE AGENCY 043431814 2012-07-11 49910000 REFUND ISSUE DATED 2/11/1998 0 0 0 D MASS DEVELOPMENT FINANCE AGENCY 043431814 2011-09-15 120280000 REFUND ISSUE DATED 2/11/1998 0 0 0 A 2980000 257618370 222053917 2515889 19006493 14042071 2016 0 1 1 1 B 14295000 203702204 97328921 2348479 104024804 1 1 1 1 C 49910000 368094 49541906 1 0 1 1 D 63350000 120280000 290672 119989328 1 0 1 1 A 0 1 1 1 0 0.00000 0.00000 0.00000 0 0 1 B 0 1 1 1 0 0.00500 0.00300 0.00800 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 0 1 0 0 0 0 0 1 D 0 0 1 0 0 0 0 0 1 A 1 B 1 C 1 D 1 SCHEDULE K - EXPLANATORY STATEMENT CAREGROUP, INC., (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED THAT SERVES AS A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER, BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, BETH ISRAEL DEACONESS HOSPITAL - MILTON, BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH, MOUNT AUBURN HOSPITAL, NEW ENGLAND BAPTIST HOSPITAL AND THESE ENTITIES' PHYSICIAN GROUPS AND OTHER AFFILIATED ENTITIES. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP AND SOME OF ITS AFFILIATES JOINTLY BORROW DEBT AS AN OBLIGATED GROUP. THE OBLIGATED GROUP MEMBERS ARE: CAREGROUP, BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER), MOUNT AUBURN HOSPITAL (MAH), NEW ENGLAND BAPTIST HOSPITAL (NEBH), BETH ISRAEL DEACONESS - NEEDHAM (BID-NEEDHAM), MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), MEDICAL CARE OF BOSTON MANAGEMENT CORP D/B/A BETH ISRAEL DEACONESS HEALTHCARE A/K/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON AND BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH. THE INFORMATION REPORTED ON SCHEDULE K FOR BETH ISRAEL DEACONESS MEDICAL CENTER (MEDICAL CENTER) REFLECTS THE COMBINED CAREGROUP OBLIGATED GROUP DEBT ISSUED AFTER DECEMBER 31, 2002 WITH AN OUTSTANDING PRINCIPAL BALANCE IN EXCESS OF $100,000. SCHEDULE K, PART 1, COLUMN F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES I BONDS: -REFUNDING THE REMAINING PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE CAREGROUP SERIES B BONDS, A PORTION OF THE CAREGROUP SERIES D BONDS AND ALL OF THE CAREGROUP SERIES E-1 BONDS CREATING AN IRREVOCABLE REFUNDING TRUST DATED MAY 12, 2016. -TO FINANCE AND REFINANCE THE ACQUISITION AND IMPLEMENTATION OF AN INTEGRATED INFORMATION TECHNOLOGY PLATFORM FOR MOUNT AUBURN HOSPITAL -TO FINANCE AND REFINANCE THE ACQUISITION AND INSTALLATION OF CAPITAL EQUIPMENT AND THE CONSTRUCTION OF IMPROVEMENTS AND RENOVATIONS TO MISCELLANEOUS OBLIGATED GROUP FACILITIES. SCHEDULE K (1 OF 2), PART 1, LINE B, COLUMN F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES H BONDS: -REFUNDING THE REMAINING PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE MILTON SERIES D BONDS, THE PLYMOUTH SERIES D BONDS, THE PLYMOUTH SERIES E BONDS, AND A PORTION OF THE CAREGROUP SERIES E BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED SEPTEMBER 2, 2015. SCHEDULE K (1 OF 2), PART 1, LINE C, COLUMN F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES G BONDS: -REFUNDING THE REMAINING PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE CAREGROUP SERIES A BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 1,2012. SCHEDULE K (1 OF 2), PART 1, LINE D, COLUMN F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES F BONDS: -REFUNDING OF A PORTION OF THE OUTSTANDING PRINCIPAL BALANCE OF THE CAREGROUP SERIES A BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED SEPTEMBER 1, 2011. SCHEDULE K (2 OF 2), PART 1, LINE A, COLUMN F - DESCRIPTION OF TAX-EXEMPT DEBT PURPOSE PURPOSES OF CAREGROUP SERIES E BONDS: -TO FINANCE OR REFINANCE VARIOUS RENOVATION AND CONSTRUCTION PROJECTS AND CAPITAL EQUIPMENT ACQUISITIONS FOR THE MEDICAL CENTER. -TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR MAH'S NEW AND EXPANDED FACILITIES WITH APPROXIMATELY 250,000 SQUARE FEET OF NEW AND RENOVATED SPACE TO INCLUDE: A NEW SIX-STORY ACUTE CARE FACILITY TO SUPPORT ADDITIONAL CRITICAL CARE AND MEDICAL/SURGICAL BEDS, EXPANDED OPERATING ROOMS AND INTERVENTIONAL RADIOLOGY ROOMS AND A NEW PARKING GARAGE. -TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR NEBH'S MASTER FACILITY PLAN, INCLUDING A NEW ATRIUM OF APPROXIMATELY 2,740 SQUARE FEET, A PRE-OPERATIVE AND POST ANESTHESIA UNIT OF APPROXIMATELY 14, 310 SQUARE FEET, CONSTRUCTION OF A CENTRAL STERILE SUPPLY AREA OF APPROXIMATELY 8,290 SQUARE FEET AND CONSTRUCTION OF NEW OPERATING ROOMS OF APPROXIMATELY 18,615 SQUARE FEET; -TO FINANCE OR REFINANCE CONSTRUCTION, RENOVATION, FURNISHING AND VARIOUS OTHER CAPITAL ACQUISITIONS FOR BID-NEEDHAM'S NEW AND EXPANDED FACILITIES INCLUDING AN APPROXIMATELY 59,000 SQUARE FOOT PROJECT ON TWO FLOORS TO RENOVATE AND EXPAND SERVICES IN THE EMERGENCY DEPARTMENT, INPATIENT UNITS, RADIOLOGY DEPARTMENT AND ASSOCIATED SUPPORT SERVICES; -TO REFINANCE $201,975,000 OF DEBT PREVIOUSLY ISSUED BY MEMBERS OF THE OBLIGATED GROUP, INCLUDING $138,075,000 OF THE CAREGROUP SERIES C BONDS DESCRIBED BELOW. PURPOSES OF CAREGROUP SERIES D BONDS: -REFUNDING OF THE OUTSTANDING PRINCIPAL BALANCE OF THE MAH SERIES B BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 13, 2004 PURPOSES OF CAREGROUP SERIES C BONDS: -REFUNDING OF THE OUTSTANDING PRINCIPAL BALANCE OF THE BETH ISRAEL HOSPITAL ASSOCIATION SERIES G BONDS BY CREATING AN IRREVOCABLE REFUNDING TRUST DATED JULY 13, 2004. SCHEDULE K (1 OF 2) PART II, COLUMN A, LINE 3 THE TOTAL PROCEEDS EXCEED THE ISSUE PRICE DUE TO THE $6,493 OF INVESTMENT EARNINGS. SCHEDULE K (1 OF 2) PART II, COLUMNS A, B & C, LINE 11 THE OTHER SPENT PROCEEDS ARE THE REFUNDING PROCEEDS OF THE ISSUE THAT ARE NO LONGER IN ESCROW. SCHEDULE K (1 OF 2) PART II, COLUMNS D, LINE 11 $8,993,760 OF THE PROCEEDS LISTED WERE USED FOR TERMINATION OF THE HEDGE AGREEMENT, WITH THE REMAINDER BEING REFUNDING PROCEEDS THAT ARE NO LONGER IN ESCROW. SCHEDULE K (2 OF 2) PART II, COLUMN A, LINE 2 THE AMOUNT OF BONDS LEGALLY DEFEASED: THE 2015 ISSUE ADVANCE REFUNDED $100,675,000 OF THE 1998 AND 2008 ISSUES. THESE BONDS WILL BE CALLED BY JULY 1, 2018; THE 2016 ISSUE ADVANCED REFUNDED $143,845,000 OF THE E-1 ISSUE. THOSE BONDS WILL BE CALLED BY JULY 1, 2018. SCHEDULE K (2 OF 2) PART II, COLUMN A, LINE 3 THE TOTAL PROCEEDS OF THE ISSUE EXCEED THE ISSUE PRICE DUE TO THE INVESTMENT EARNINGS ON THE PROJECT FUND. SCHEDULE K (2 OF 2) PART II, COLUMN A, LINE 11 THE OTHER SPENT PROCEEDS ARE THE PROCEEDS USED TO REFUND PRIOR ISSUE(S). THE AMOUNTS ARE NOT LISTED ON LINE 6 BECAUSE THEY ARE NO LONGER IN ESCROW. SCHEDULE K (1 OF 2) PART III, COLUMNS C AND D BOTH THE 2012 AND 2011 ISSUES ARE EXEMPT FROM COMPLETING PART III AS BOTH ISSUES WERE REFUNDINGS OF BONDS ISSUED PRIOR TO DECEMBER 31, 2002. SCHEDULE K (2 OF 2) PART IV, COLUMN A, LINE 2C AN ARBITRAGE REBATE CALCULATION WAS COMPLETED AS OF SEPTEMBER 30, 2012. SCHEDULE K PART III QUESTIONS 2 AND 3 FACILITIES FINANCED WITH TAX-EXEMPT BONDS ARE PRIMARILY OCCUPIED BY CAREGROUP AND ITS AFFILIATED TAX-EXEMPT ENTITIES, INCLUDING BUT NOT LIMITED TO THE MEDICAL CENTER, BID-NEEDHAM, BID-PLYMOUTH, BID-MILTON, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, ASSOCIATED PHYSICIANS OF HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, NEBH, NEW ENGLAND BAPTIST MEDICAL ASSOCIATES, MAH, MAPS AND APG. SOME FINANCED SPACE MAY CONTAIN LEASE ARRANGEMENTS, AND THE AFFILIATES WHICH OWN THE DEBT FINANCED SPACE MAY OPT TO ENGAGE A MANAGEMENT SERVICES COMPANY (I.E. CLEANING, PATIENT TRANSPORT, AND FOOD SERVICES) OR ENGAGE IN RESEARCH PURSUANT TO RESEARCH AGREEMENTS WITHIN TAX EXEMPT DEBT FINANCED SPACE. ANY SUCH AGREEMENTS IN PLACE AS OF SEPTEMBER 30, 2017 WERE REVIEWED TO ENSURE PROPER ACCOUNTING OF ANY PRIVATE USE GENERATED FROM SUCH ACTIVITIES. IN ADDITION, SUCH AGREEMENTS ARE GENERALLY REVIEWED BY INSIDE COUNSEL PRIOR TO FINALIZING. A MASS HEALTH AND ED FACILITIES AUTH 042456011 57586C3S2 2008-06-09 377527010 SEE PART VI 1 0 0 A 117220000 244520000 378911689 3929290 134556855 213068927 2011 1 0 1 1 A 0 1 1 1 0 0.00200 0.00100 0.00300 0 0 1 A 0 0 0 1 0 0 0 0 1 A 1 FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE PURPOSE OF CAREGROUP, INC. (CAREGROUP) IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. CAREGROUP SERVES AS THE SOLE MEMBER AND, FOR THE PERIOD COVERED BY THIS FILING, AS A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A BETH ISRAEL DEACONESS HEALTHCARE A/K/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. DURING THIS SAME PERIOD CAREGROUP ALSO SERVED AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) WHICH IN TURN SERVED AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA), AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVED AS THE SOLE MEMBER OF MOUNT AUBURN PROFESSIONAL SERVICES (MAPS) AND CAREGROUP PARMENTER HOME CARE AND HOSPICE (CPHCH). EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. FORM 990, PART III, LINE 4A EXEMPT PURPOSE ACHIEVEMENTS AS A SUPPORT ORGANIZATION OVERSEEING THE FINANCIAL WELL-BEING OF ITS AFFILIATED ENTITIES, FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP PROVIDED, AMONG OTHER THINGS, MANAGEMENT LEADERSHIP, DEBT STRUCTURING SUPPORT, INVESTMENT MANAGEMENT FOR THE ENDOWMENT ASSETS, FINANCING OF CAPITAL PROJECTS THROUGH ITS OBLIGATED GROUP DEBT, AND FINANCIAL SUPPORT SERVICES, INCLUDING INSURANCE AND TAX SERVICES FOR THE CONSOLIDATED NETWORK OF ENTITIES. IN ADDITION, CAREGROUP HAS PARTICIPATED IN THE DEVELOPMENT OF HEALTH RELATED VENTURES AND PARTNERSHIPS AND GENERALLY SUPPORTS THE DELIVERY OF HEALTHCARE SERVICES, RESEARCH AND TEACHING SERVICES THROUGHOUT THE NETWORK. ALL OF THESE ACTIVITIES FURTHER BOTH THE EXEMPT PURPOSES OF CAREGROUP AND THE ENTITIES WHICH IT SUPPORTS. PART IV, QUESTION 24B INVESTMENT OF TAX-EXEMPT BOND PROCEEDS BEYOND THE TEMPORARY PERIOD EXCEPTION PROCEEDS IN THE PROJECT FUND WERE UNEXPECTEDLY HELD BEYOND THE THREE-YEAR TEMPORARY PERIOD, BUT WERE YIELD RESTRICTED IN COMPLIANCE WITH FEDERAL TAX REQUIREMENTS. PART IV, QUESTION 12B STATEMENT RE AUDITED FINANCIAL STATEMENTS THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THE CAREGROUP AND AFFILIATES CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2017. THESE STATEMENTS WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP) AND INCLUDE THE ACCOUNTS OF CAREGROUP, BETH ISRAEL DEACONESS MEDICAL CENTER, INC. AND ITS AFFILIATES, MOUNT AUBURN HOSPITAL AND ITS AFFILIATES, AND NEW ENGLAND BAPTIST HOSPITAL AND ITS AFFILIATE. PART V, QUESTION 2A STATEMENT RE PAYROLL BETH ISRAEL DEACONESS MEDICAL CENTER, INC. SERVES AS THE COMMON PAY AGENT FOR CAREGROUP, INC. IN ACCORDANCE WITH INSTRUCTIONS TO THE 2016 FORM 990, CAREGROUP IS REPORTING THE NUMBER OF FORMS W-2 ISSUED AS IF THEY HAD BEEN ISSUED DIRECTLY BY CAREGROUP. FORM 990, PART VI, SECTION A, LINE 2 OFFICER, DIRECTOR/TRUSTEE AND KEY EMPLOYEE BUSINESS AND FAMILY RELATIONSHIPS AS NOTED IN VARIOUS NARRATIVE DISCLOSURES WHICH SUPPORT THIS FORM 990 AND RELATED SCHEDULES, CAREGROUP, INC. (CAREGROUP) IS A MASSACHUSETTS NON-PROFIT CORPORATION EXEMPT FROM INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. CAREGROUP'S PURPOSE IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP SERVED AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF BETH ISRAEL DEACONESS MEDICAL CENTER (BIDMC OR MEDICAL CENTER). BIDMC IS THE SOLE MEMBER OF BETH ISRAEL DEACONESS HOSPITAL - NEEDHAM, INC. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/A BETH ISRAEL DEACONESS HEALTHCARE A/K/A AFFILIATED PHYSICIANS GROUP (APG), BETH ISRAEL DEACONESS HOSPITAL - MILTON, INC. (BID-MILTON), MILTON HOSPITAL FOUNDATION, BETH ISRAEL DEACONESS HOSPITAL - PLYMOUTH (BID-PLYMOUTH) AND JORDAN HEALTH SYSTEMS, INC. (JHSI). IN ADDITION, HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER, INC. (HMFP) IS THE DEDICATED PHYSICIAN PRACTICE OF THE MEDICAL CENTER AND AN ENTITY INTEGRALLY RELATED TO HELPING THE MEDICAL CENTER ACCOMPLISH ITS CHARITABLE PURPOSES. FOR THIS SAME PERIOD, CAREGROUP ALSO SERVED AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) WHICH IN TURN SERVED AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA), AND MOUNT AUBURN HOSPITAL (MAH) WHICH IN TURN SERVED AS THE SOLE MEMBER OF MOUNT AUBURN PROFESSIONAL SERVICES (MAPS) AND CAREGROUP PARMENTER HOME CARE AND HOSPICE (CPHCH). EACH OF THE ENTITIES LISTED IN THIS PARAGRAPH MAY, IN TURN, SERVE AS MEMBER OF ADDITIONAL ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATES. 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/TRUSTEES OR BY SERVING IN EMPLOYMENT RELATIONSHIP ONE OR MORE ENTITIES WITHIN THE CAREGROUP NETWORK OF AFFILIATED ORGANIZATIONS. ADDITIONAL DETAIL IS PROVIDED IN THE EXPLANATORY NOTES TO THIS FORM 990 SCHEDULE J. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS THE FORM 990 IS REVIEWED BY THE CAREGROUP DIRECTOR, TAXATION AND BOND COMPLIANCE OFFICER AND THE CAREGROUP EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER. THE RETURN IS ALSO REVIEWED AND SIGNED BY DELOITTE TAX, LLP. THE COMPLETE FORM 990 IS PRESENTED TO THE CAREGROUP AUDIT COMMITTEE FOR REVIEW AND DISCUSSION. A COPY OF THE COMPLETE RETURN IS ALSO PROVIDED TO EACH MEMBER OF THE CAREGROUP BOARD OF DIRECTORS PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS CAREGROUP, INC. HAS A COMPREHENSIVE CONFLICT OF INTEREST POLICY. PURSUANT TO THAT POLICY, ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES ARE ASKED TO COMPLETE AN ANNUAL CONFLICT DISCLOSURE WHICH IS DESIGNED TO REQUIRE DISCLOSURE OF ANY BUSINESS RELATIONSHIPS MAINTAINED BY OFFICERS, DIRECTORS OR KEY EMPLOYEES AND THEIR FAMILY MEMBERS WHICH MAY RESULT IN A CONFLICT OF INTEREST. IN ADDITION, ANY INDIVIDUAL WHO COMMENCES A TERM AS AN OFFICER, DIRECTOR OR KEY EMPLOYEE IS REQUIRED TO COMPLETE THE ANNUAL CONFLICT DISCLOSURE AT THE TIME SUCH POSITION COMMENCES. FOR THE PERIOD COVERED BY THIS FILING, THE CAREGROUP CHIEF OF STAFF COLLECTED THE RESPONSES AND PROVIDED THEM TO THE CAREGROUP EXECUTIVE COMMITTEE WHICH REVIEWED POSITIVE RESPONSES FOR ULTIMATE DETERMINATION OF ANY POTENTIAL OR ACTUAL CONFLICT. ANY ACTIVITY THAT REQUIRED ACTION UNDER THE CONFLICT OF INTEREST POLICY WAS SUBJECT TO ONGOING REVIEW AND ACTION THROUGH THE EXECUTIVE COMMITTEE WORKING WITH THE EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER. PURSUANT TO THE CONFLICT OF INTEREST POLICY, CERTAIN ACTIVITIES WHICH COULD CREATE CONFLICTS OF INTEREST ARE PROHIBITED WHILE OTHER TYPES OF RELATIONSHIPS ARE PERMITTED, SUBJECT TO COMPLIANCE WITH A PLAN TO REQUIRE DISCLOSURE AND RECUSAL, INCLUDING APPROPRIATE DOCUMENTATION IN THE MINUTES. A SUMMARY OF THE ANNUAL CONFLICT OF INTEREST PROCESS IS PROVIDED TO THE CAREGROUP AUDIT COMMITTEE. IN ADDITION TO THE CONFLICT OF INTEREST PROCESS OUTLINED ABOVE, THE CAREGROUP TAX DEPARTMENT ISSUES A TAX QUESTIONNAIRE TO ALL CURRENT AND FORMER MEMBERS OF THE CAREGROUP BOARD OF DIRECTORS AS WELL AS CURRENT AND FORMER OFFICERS AND KEY EMPLOYEES. THE TAX QUESTIONNAIRE IS DESIGNED TO GATHER THE INFORMATION NECESSARY FOR CAREGROUP TO COMPLETELY AND ACCURATELY PROCESS AND COMPLETE FORM 990 PART VI QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES AND FORM 990 SCHEDULE L, TRANSACTIONS WITH INTERESTED PERSONS AND FORM 990, PART VI, QUESTION 2, FAMILY AND BUSINESS RELATIONSHIPS BETWEEN OFFICERS, DIRECTORS/TRUSTEES AND KEY EMPLOYEES. FORM 990, PART VI, SECTION B, LINE 15 DESCRIPTION OF PROCESS TO DETERMINE COMPENSATION OF THE ORGANIZATIONS CEO AND OTHER OFFICERS AND KEY EMPLOYEES FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP HAD AN EXECUTIVE COMMITTEE, A SUBCOMMITTEE OF THE CAREGROUP BOARD OF DIRECTORS. ALL MEMBERS ARE INDEPENDENT. THE COMMITTEE ESTABLISHED THE POLICIES AND THE COMPENSATION STRUCTURE OF THE CAREGROUP EXECUTIVE VICE PRESIDENT / CHIEF FINANCIAL OFFICER AND CHIEF INVESTMENT OFFICER. IN SETTING COMPENSATION, THE COMMITTEE RELIED UPON WRITTEN COMPENSATION SURVEYS/STUDIES PRODUCED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM THAT REGULARLY ASSESSES EXECUTIVE COMPENSATION AND BENEFITS OF SIMILAR ORGANIZATIONS. THE COMMITTEE MET TO REVIEW THE COMPENSATION STRUCTURE OF THE INDIVIDUALS DESCRIBED ABOVE AND AT THAT TIME REVIEWED THE COMPENSATION SURVEY DATA PREPARED BY THE INDEPENDENT COMPENSATION CONSULTING FIRM. THE COMMITTEE RECOMMENDED THE REVIEWED PACKAGES WHICH WERE SUBMITTED TO THE FULL BOARD OF DIRECTORS FOR APPROVAL. ALL DELIBERATIONS WERE CONTEMPORANEOUSLY DOCUMENTED IN MINUTES. THE COMMITTEE WAS RESPONSIBLE FOR ASSURING THAT THE TOTAL COMPENSATION PROVIDED IS FAIR AND REASONABLE USING CURRENT AND CREDIBLE MARKET PRACTICE INFORMATION AND THAT IT COMPLIES WITH APPLICABLE LEGAL AND REGULATORY GUIDELINES. FORM 990, PART VI, SECTION C, LINE 19 OTHER ORGANIZATION DOCUMENTS PUBLICLY AVAILABLE THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST AT THE FOLLOWING LOCATION: CAREGROUP, INC. 109 BROOKLINE AVENUE, SUITE 300 BOSTON, MA 02215 FORM 990, PART XI, LINE 9: UNREALIZED CHANGE IN EQUITY INTEREST 802,242. SCHEDULE L PART IV - BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS CAREGROUP AND EACH OF ITS AFFILIATES MAINTAIN ACCOUNTABLE BUSINESS EXPENSE REIMBURSEMENT PLANS. FROM TIME TO TIME, THESE ENTITIES MAY REIMBURSE ITS OFFICERS, DIRECTORS/TRUSTEES AND/OR KEY EMPLOYEES FOR EXPENSES THEY INCURRED AND WHICH ARE PROPERLY ORDINARY AND NECESSARY BUSINESS EXPENSES OF THE REPORTING ENTITY. THE POLICIES AND PROCEDURES REQUIRED BY THE ACCOUNTABLE BUSINESS PLAN MUST BE FOLLOWED IN ORDER TO RECEIVE REIMBURSEMENT FOR SUCH EXPENSES AND IT IS POSSIBLE THAT ONE OR MORE INDIVIDUALS RECEIVED NON-TAXABLE REIMBURSEMENTS WHICH TOTALED $10,000 OR MORE DURING THE FISCAL PERIOD COVERED BY THIS FILING. ALL OF THE ABOVE TRANSACTIONS WERE NEGOTIATED AT ARMS-LENGTH AND IN ACCORDANCE WITH THE CAREGROUP CONFLICT OF INTEREST POLICY. 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