2018-08-14T08:55:19-05:00 2017-09-30 440160260 BKD LLP 1201 Walnut Suite 1700 Kansas City MO 64106 990 2016-10-01 454181103 Hartford HealthCare Endowment LLC HART 8606966232 80 Seymour Street Cheney Building Hartford CT 06102 Mark Keise Chief Investment Officer 8606966232 2018-08-14 Michael Engle P00482834 8162216300 2016 2022-09-23 18:48:47Z David Holmgren 80 Seymour Street Cheney Building Hartford CT 06102 51312783 0 X N/A X LLC 2016 CT The Foundation is organized and operated to hold and invest the endowment funds exclusively for certain charitable health care organizations in the Hartford HealthCare Corporation integrated system: Windham Community Memorial Hospital, Inc., Midstate Medical Center, Hartford Hospital, The Hospital of Central Connecticut at New Britain General and Bradley Memorial, The William W. Backus Hospital, Rushford Center, Inc., Rushford Foundation, Inc., Hartford HealthCare at Home, Inc and Hartford HealthCare Corporation, all of which are section 501(C)(3) organizations under common control and recognized as public charities within the meaning of Section 509(a)(1) or 509(a)(2). 5 0 0 0 -62843 -62843 0 0 0 0 5886555 51312783 0 0 5886555 51312783 0 0 0 0 0 0 0 0 0 1063747 4796747 1063747 4796747 4822808 46516036 1209399000 1400498000 0 0 1209399000 1400498000 None 0 0 4796747 The Foundation's sole activity consists of holding pooled endowment funds of certain tax-exempt affiliates of Hartford HealthCare Corporation (HHC)and investing such pooled funds. More specifically, the Foundation's activities supporting these tax-exempt affiliates consists of (a) investing and managing the tax-exempt affiliates' endowment funds; (b) distributing income earned from the endowment funds to the tax-exempt affiliates; and (c) potentially holding and managing other assets owned by the tax-exempt affiliates. The Foundation does not raise, manage or invest on behalf of any entity other than these HHC tax-exempt affiliates. 4796747 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Carol Wardell 8606966232 181 Patricia M Genova Drive Newington CT 06111 Stuart Markowitz Director 1.00 60.00 X 0 802711 131045 Bimal Patel Director 1.00 60.00 X 0 648140 103527 Patricia Rehmer Director 1.00 60.00 X 0 429052 74316 Charles Johnson Director 1.00 60.00 X 0 868701 137241 Lucille Janatka Director (Thru 9/30/17) 1.00 60.00 X 0 844005 64007 David Holmgren CIO 60.00 X 0 496401 59002 0 4089010 569138 0 0 1 0 Numeric Emerging Markets 470 Atlantic Avenue 6th Floor Boston MA 02210 Investment Management 722653 Wellington Management Company LLC 280 Congress Street Boston MA 02210 Investment Management 659339 State Street Bank One Lincoln Street Boston MA 02210 Investment Management 383698 Aberdeen Asset Management 1735 Market Street Philadephia PA 19103 Investment Management 376773 Frontier Capital Management 99 Summer Street Boston MA 02210 Investment Management 368003 44 17505783 -62843 17568626 33807000 0 33807000 33807000 33807000 51312783 0 -62843 51375626 4165288 4165288 Purchased Services 491390 491390 Miscellaneous Expenses 140069 140069 4796747 4796747 0 0 1209399000 1400498000 1209399000 1400498000 0 0 X 930342000 1068038000 279057000 332460000 1209399000 1400498000 1209399000 1400498000 X 46516036 146766000 -2183036 X 0 1 X 1 0 X X X 7 Windham Community Memorial Hospital Inc 060646966 3 1 0 0 Midstate Medical Center 060646715 3 1 0 0 Hartford Hospital 060646668 3 1 0 0 The Hospital of Central Connecticut 060646768 3 1 0 0 Hartford HealthCare at Home Inc 060646938 7 1 0 0 The William W Backus Hospital 060250773 3 1 0 0 Rushford Center Inc 060932875 7 1 0 0 7 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Central America and the Caribbean 0 0 Investments 46396672 Europe (Including Iceland & Greenland) 0 0 Investments 23091637 East Asia and the Pacific 0 0 Investments 11640000 0 0 0 0 0 0 81128309 0 81128309 1 0 1 0 1 0 0 1 0 0 0 0 0 1 0 Stuart Markowitz Director 0 549957 0 208864 0 43890 0 90196 0 40849 0 933756 0 0 Bimal Patel Director 0 445964 0 185926 0 16250 0 91278 0 12249 0 751667 0 0 Patricia Rehmer Director 0 309407 0 115166 0 4479 0 59625 0 14691 0 503368 0 0 Charles Johnson Director 0 596488 0 258353 0 13860 0 101698 0 35543 0 1005942 0 0 Lucille Janatka Director (Thru 9/30/17) 0 583444 0 234623 0 25938 0 18550 0 45457 0 908012 0 0 David Holmgren CIO 0 383302 0 98551 0 14548 0 31252 0 27750 0 555403 0 0 Part I, Line 3 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation. Please refer to compensation narrative reported on Schedule O. Part I, Line 4b Hartford Healthcare Corporation, a related organization, maintains a 457(f) Supplemental Executive Retirement Plan (SERP). Participants include certain officers and key employees at the CEO, President, Executive Vice President, Senior Vice President and Vice President levels that are reported by Hartford HealthCare Endowment LLC, its Form 990, Part VII. Contributions are made by Hartford HealthCare Corporation to the plan based on a percentage of the participant's compensation. Participants vest in the plan at the earlier of reaching age 55 and having 5 years of service, death, disability, involuntary separation without reasonable cause, upon reaching age 65 or the occurence of a change in control. Each participant ceases to be eligible for further contributions by Hartford Healthcare Corporation on the date of the participant's separation from service. Participants receive a one-time lump sum payment of the accumulated amount during the 30-day period following the participant's separation from service. 2016 SERP Accruals were made on behalf of the following individuals: Bimal Patel $58,694 Charles Johnson $83,148 Patricia Rehmer $41,075 Stuart Markowitz $71,646 Part I, Line 7 Hartford HealthCare Corporation, a related organization, has a Compensation At Risk Plan that encourages and rewards achievements of significant functional goals. These goals contribute to the organization's strategic and financial direction. The plan utilizes market practice alignment to ensure competitive recruitment and retention. Awards are based on CEO and/or Hartford HealthCare Corporation's Compensation Committee discretionary assessment of overall organization performance and individual contribution to results. Form 990, Part VI, Section A, line 6 The Foundation is organized as an LLC that elected to be taxed as a corporation and applied for and received tax-exempt status as an organization described in Section 501(c)(3) of the Code. It is a member of the Hartford HealthCare Corporation System (HHC) of which HHC is the parent corporation. Form 990, Part VI, Section A, line 7a HHC has the authority to approve/remove members of the governing body. Form 990, Part VI, Section A, line 7b HHC has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions etc. Form 990, Part VI, Section B, line 11b The Form 990 was prepared by Hartford HealthCare's Tax Department. It was then reviewed by an independent accounting firm. It was then forwarded to the organization's top management for review. The final form was provided to the entire Board prior to submission to the Internal Revenue Service (IRS). Once the entire review process was completed, the Form was signed by the Director of Tax and then filed with the IRS. Form 990, Part VI, Section B, line 12c The Foundation's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the Executive Compliance Steering Committee ("ECSC") (the Committee) which includes representation from the Medical Staff, the Legal Department, Human Services, Supply Chain Management and Compliance. The Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/Hartford HealthCare Endowment LLC, or, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable. Form 990, Part VI, Section B, line 15 The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare on behalf of Hartford HealthCare Endowment LLC, hires an outside consultant, Integrated Healthcare Strategies, a division of Gallagher Benefit Services, Inc., to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of Hartford HealthCare Endowment LLC, established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; -The CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability. Form 990, Part VI, Section C, line 18 The Foundation's Form 990, 990T, Form 1023 and its attachments are available upon request. Form 990, Part VI, Section C, line 19 The Foundation's Financial Statements, Governing Documents and the Conflict of Interest Policy are available for inspection upon request at the Organization's address. Form 990, Part XI, line 9: Net Investment Contributions/Withdrawals -2,182,000. Other -1,036. Backus Corporation 326 Washington Street Norwich CT 06360 222757608 Supporting Organization CT 501(C)(3) 12(b) Hartford HealthCare Corporation 1 The William W Backus Hospital 326 Washington Street Norwich CT 06360 060250773 Hospital CT 501(C)(3) 3 Hartford HealthCare Corporation 1 Backus HealthCare Inc 326 Washington Street Norwich CT 06360 222481794 Supporting Organization CT 501(C)(3) 12(a) Hartford HealthCare Corporation 1 Caring for Colleagues Employee Crisis Fund 100 Grand Street New Britain CT 060522016 264469178 Employee Fund CT 501(C)(3) 7 Hartford HealthCare Corporation 1 Hartford Healthcare Senior Services Inc 45 Meriden Avenue Southington CT 06489 222635676 Sub-Acute & Long Term Healthcare CT 501(C)(3) 10 Hartford HealthCare Corporation 1 Connecticut Health System Inc 80 Seymour Street Hartford CT 06102 222779421 Coordination of Health Delivery CT 501(C)(3) 12(c) Hartford HealthCare Corporation 1 Community Medical Partners Inc 326 Washington Street Norwich CT 06360 453563738 CT 501(C)(3) 10 Hartford HealthCare Corporation 1 Hartford HealthCare At Home Inc 1290 Silas Deane Hwy Suite 4B Wethersfield CT 06109 060646938 Home Healthcare CT 501(C)(3) 7 Hartford HealthCare Corporation 1 Hartford HealthCare Corporation One State Street Suite 19 Hartford CT 06103 222672834 Support & Management Services To Hartord Hospital and Affiliates CT 501(C)(3) 12(c) 0 Hartford HealthCare Medical Group Inc 1290 Silas Deane Hwy 2nd Floor Wethersfield CT 06109 454456939 Medical Services CT 501(C)(3) 10 Hartford HealthCare Corporation 1 Hartford HealthCare ACO Inc 1290 Silas Deane Hwy 2nd Floor Wethersfield CT 06109 460886367 Government Contracts CT 501(C)(3) 7 Hartford HealthCare Corporation 1 Hartford Hospital 80 Seymour Street PO Box 5037 Hartford CT 06102 060646668 Healthcare Services CT 501(C)(3) 3 Hartford HealthCare Corporation 1 Hartford Hospital Auxillary co Hartford Hospital 80 Seymour Street Hartford CT 06115 066040747 Fundraising CT 501(C)(3) 12(b) Hartford Hospital 1 The Hospital of Central CT and Bradley Memorial 100 Grand Street New Britain CT 06050 060646768 Healthcare Services CT 501(C)(3) 3 Hartford HealthCare Corporation 1 Midstate Medical Center 435 Lewis Avenue Meriden CT 06451 060646715 Healthcare Services CT 501(C)(3) 3 Hartford HealthCare Corporation 1 Midstate Medical Center Auxillary 435 Lewis Avenue Meriden CT 06451 066063082 Fundraising CT 501(C)(3) 12(a) Midstate Medical Center 1 Mulberry Gardens Of Southington LLC 58 Mulberry Street Planstville CT 06479 820586577 Assisted Living & Adult Day Care Facility CT 501(C)(3) 10 Central CT Senior Health Services 1 Natchaug Hospital Inc 189 Storrs Road Mansfield CT 06226 060966963 Behavioral Health CT 501(C)(3) 3 Hartford HealthCare Corporation 1 The Orchards of Southington 34 Hobart Street Southington CT 06489 061490803 Residential Services for Senior Citizens CT 501(C)(3) 10 Central CT Senior Health Services 1 Rushford Center Inc 883 Paddock Avenue Meriden CT 06450 060932875 Substance Abuse Healthcare Services CT 501(C)(3) 7 Hartford HealthCare Corporation 1 Rushford Foundation Inc 883 Paddock Avenue Mansfield CT 06450 061432692 Supporting Organization CT 501(C)(3) 12(a) Rushford Center Inc 1 Hartford HealthCare Independence Home 1290 Silas Deane Hwy Suite 4B Wethersfield CT 06109 061161422 Home Healthcare CT 501(C)(3) 10 Hartford HealthCare At Home Inc 1 Windham Community Memorial Hospital 112 Mansfield Avenue Willimantic CT 06226 060646966 Healthcare Services CT 501(C)(3) 3 Hartford HealthCare Corporation 1 Windham Hospital Foundation Inc 112 Mansfield Avenue Willimantic CT 06226 562546632 Supporting Organization CT 501(C)(3) 12(a) Windham Community Memorial Hospital 1 WCMH Women's Auxillary Inc 112 Mansfield Avenue Willimantic CT 06226 060677728 Fundraising CT 501(C)(3) 12(a) Fundraising 1 Ambulance Services of Manchester LLC PO Box 300 Manchester CT 064500300 061557358 Ambulatory Services CT N/A Connecticut Imaging Partners LLC 111 Founders Pl East Hartford CT 06108 134298940 Imagining Services CT N/A Glastonbury Endoscopy Center LLC 300 Western Blvd Suite B Glastonbury CT 06033 261721234 Endoscopy Services CT N/A Glastonbury Surgery Center LLC 195 Eastern Boulevard Glastonbury CT 06033 262600828 Surgery Services CT N/A Hartford-Middlesex Clinical System LLC 80 Seymour Street Hartford CT 06102 061543605 Affiliate Support Services CT N/A HHC Southington Surgery Center LLC 100 Avon Meadow Lane PO Box 1281 Avon CT 06001 465500829 Surgery Services CT N/A Med East Assoc LLC 1703 West Main Street Willimantic CT 06226 061469575 Outpatient Care Facility CT N/A New Britain MRI Limited Partnership 1000 Grand Street New Britain CT 06050 061271349 Magnetic Resonance Imaging CT N/A Omni Home Health Services E Ct LLC 12 Case Street - 317 Norwich CT 06360 061458837 Home Health Care CT N/A Constitution Surgery Center East LLC 174 Cross Road Waterford CT 06385 061574704 Surgery Services CT N/A CT GI Endoscopy Center LLC 4 Northwestern Drive Bloomfield CT 06002 061573358 GI Services CT N/A HHC Urgent Care Go Health LLC 2711 Centerville Road Suite 400 Willmington DE 19808 815112698 Urgent Care Services DE N/A Wallingford Endoscopy Center LLC 85 Seymour Street Suite 1000 Hartford CT 06106 824601730 Endoscopy Services CT N/A HHC Hartford Surgery Center LLC 100 Avon Meadow Lane Avon CT 06001 812637261 Surgery Services CT N/A Aetna Ambulance Service Inc PO Box 1150 Manchester CT 06045 060795431 Ambulance Services CT N/A C 1 Backus Medical Center Condo Assoc Inc 330 Washington Street Norwich CT 06360 061542647 Condo Association CT N/A C 1 CenConn Services Inc 100 Grand Street New Britain CT 06050 222836001 Holding Company CT N/A C 1 Hartford HealthCare Indemnity Services Ltd FB Perry Blvd 40 Church Street Hamilton BD Captive Insurance BD N/A C 1 ConnCare Inc 326 Washington Street Norwich CT 06360 061387598 Healthcare Services CT N/A C 1 HHMOB Corporation 80 Seymour Street PO Box 5037 Hartford CT 06102 061140244 Real Estate & Parking CT N/A C 1 Hartford Physician Services PC 80 Seymour Street Hartford CT 06102 061254082 Medical Services CT N/A C 1 Meriden Imaging Center 101 North PLains Industrial Road Meriden CT 06429 061541468 Imaging CT N/A S 1 Midstate Medical Group PC 435 Lewis Avenue Meriden CT 06450 204327968 Medical Services CT N/A C 1 Hartford Physician Hospital Organization Inc 80 Seymour Street Hartford CT 06102 222785918 Physician & Hospital Support CT N/A C 1 Metro Wheelchair Services Inc PO Box 300 Manchester CT 06045 060878432 Wheelchair Services CT N/A C 1 WWB Corporation 326 Washington Street Norwich CT 06360 061094836 Holding Company CT N/A C 1 Windham Professional Office Condominium Associates Inc 112 Mansfield Avenue Willimantic CT 06226 061090041 Condo Association CT N/A C 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Hartford Hospital R 12000000 FMV Hartford Hospital C 7511493 FMV Midstate Medical Center C 1351488 FMV Backus Hospital C 787364 FMV