2018-08-09T13:11:27-05:00 2017-09-30 861065772 Deloitte Tax LLP Two Jericho Plaza Jericho NY 11753 990 2016-10-01 222747685 Baystate Administrative Services Inc BAYS 4137940000 759 Chestnut Street Springfield MA 011990001 Dennis W Chalke SVP Finance, CFO & Treasurer 4137940000 2018-08-09 1 Christine Kawecki P00743140 5169187000 2016 2022-09-23 18:48:47Z Dennis W Chalke 759 Chestnut Street Springfield MA 011990001 117825490 0 X www.baystatehealth.org X 1986 MA To improve the health of the people in our communities every day with quality and compassion. 5 0 578 0 407031 0 0 0 112211138 116332277 40442 70337 1526033 1422876 113777613 117825490 0 0 0 0 63657957 63520168 0 0 0 51563561 57486413 115221518 121006581 -1443905 -3181091 18278791 21255692 46307836 48191335 -28029045 -26935643 The mission of the organization is to improve the health of the people in our communities every day, with quality and compassion. 0 0 37609597 48409721 BAS provides management and administrative support to Baystate Health and its affiliates. These services are an integral part of the healthcare delivery system and include strategic planning, human resources, risk management (insurance) programs, marketing, financial services and benefit plans administration for all health system employees. 67158643 68991862 BAS provides information technology support to Baystate Health and its affiliates. These services are an integral part of the healthcare delivery system and include all software applications, telecommunications, clinical engineering, and computerized equipment at the hospitals. 104768240 1 0 0 1 0 0 0 0 0 0 1 0 0 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 273 0 1 578 1 1 1 0 0 0 0 0 0 0 0 0 X 5 0 1 0 0 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 0 0 MA X Peter Lyons Baystate Health Inc 4137940000 759 Chestnut Street Springfield MA 01199 X Mark A Keroack MD President/Director 1.00 49.00 X X 2182220 0 38487 Dennis Chalke Treasurer/Director 39.00 11.00 X X 935201 0 89071 Andrew Artenstein MD Director 5.00 41.00 X 768854 0 62074 Evan Benjamin MD Director (through 6/26/17) 1.00 49.00 X 781965 0 75088 Jennifer Endicott Director (through 6/1/17) 50.00 0.00 X 522988 0 48430 Jo-Ann Davis Esq Director 50.00 0.00 X 564231 0 60595 Nancy Shendell-Falik Director 3.00 47.00 X 781037 0 66102 Paula C Squires Director (through 9/3/17) 50.00 0.00 X 548963 0 32801 Kristin R Delaney Clerk 1.00 39.00 X 137437 0 37010 Madeline Torres Assistant Clerk 40.00 10.00 X 56586 0 13801 Joel L Vengco VP Information Services 50.00 0.00 X 504484 0 33985 John R Schreiber MD President BMP CPE CAO 10.00 40.00 X 1516773 0 36585 Charles E Cavagnaro III MD Pres CAO East Region 10.00 40.00 X 665925 0 3367 Neil Kudler MD Chief Med Information Officer 10.00 40.00 X 425095 0 59465 Betty K Larue COO BMP/VP BH Ambulatory Ops 10.00 40.00 X 410690 0 70865 Michael F Moran Pres CAO East Region 10.00 40.00 X 335573 49384 49177 Mark R Tolosky President Emeritus, BH 0.00 0.00 X 136771 0 5559 11274793 49384 782462 171 1 1 1 Cerner Corporation PO Box 959156 St Louis MO 631959156 Computer Services 7299687 Microsoft Corporation 1950 N Stemmons Fwy Dallas TX 75207 Computer Services 2607739 Philips Medical Systems PO Box 100355 Atlanta GA 303840355 Maintenance Contracts 1976701 Bulkley Richardson & Gelinas 1500 Main St Suite 2700 Springfield MA 011155507 Legal Services 1788848 Oracle America Inc PO Box 203448 Dallas TX 753203448 Software Contracts 1730452 99 Affiliate Support 561000 116332277 116124987 207290 116332277 37957 37957 32380 0 32380 32380 32380 Partners For a Healthier Communit 624200 741980 741980 Workers Comp Rehab 621990 395234 395234 Baycare Health Partners 623000 199741 199741 85921 85921 1422876 117825490 117401583 407031 70337 8776725 7321544 1455181 43823186 36537549 7285637 3335935 2782175 553760 4119790 3543362 576428 3464532 2889624 574908 653259 653259 44273 44273 6725477 4757536 1967941 689356 679122 10234 2684716 2546193 138523 35680927 35112818 568109 1064369 935532 128837 611695 462530 149165 1178054 910010 268044 93242 81955 11287 88965 78196 10769 546319 459623 86696 Workforce Reduction 4310100 3788380 521720 Dues & Membership 1379540 745905 633635 Recruitment 766141 492161 273980 Food Services / Interco 182423 141911 40512 787557 502114 285443 121006581 104768240 16238341 0 1355266 0 894091 533141 771005 55891 109086 9255168 10098048 5704217 5368052 294113 336165 5891121 9941388 18278791 21255692 29119269 26570373 17188567 21620962 46307836 48191335 X -28029045 -26935643 -28029045 -26935643 18278791 21255692 X -3181091 4274493 X 0 1 X 1 0 X X 11 Baystate Health Inc 042105941 7 1 2335471 0 Baystate Medical Center Inc 042790311 3 1 88314963 0 Baystate Franklin Medical Ctr 042103575 3 1 7646607 0 Baystate Wing Hospital 222519813 3 1 4909538 0 Visiting Nurse Association & Hospice of WNE Inc 042105803 10 1 1901073 0 Baystate Medical Practices Inc 042888373 10 1 5715404 0 Baystate Health Foundation Inc 043549011 1 1 92799 0 Baystate Noble Hospital 222537423 3 1 1845310 0 Health New England Inc 042864973 10 0 331590 0 Westfield Medical Corporation 043127730 3 1 0 0 Noble Visiting Nurse and Hospice Services Inc 112757446 10 1 0 0 11 113092755 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 X 1 1 Part IV, Section E, lines 2a and 2b Organizations supported by BAS are listed on Schedule R, Part II, Indentification of Related Tax-Exempt Organizations and Part IV, Identification of Related Organizations Taxable as a Corporation or Trust. Article II of the BAS Articles of Organization states the purposes for which the corporation was formed: To promote the health, charitable and educational purposes of Baystate Health, Inc. and its tax exempt affiliates including Baystate Medical Center, Inc., Baystate Franklin Medical Center, Baystate Wing Hospital Corporation, Baystate Noble Hospital Corporation, Baystate Health Foundation, Inc., Baystate Medical Practices, Inc., Westfield Medical Corporation, Visiting Nurse Association and Hospice of Western New England, Inc., Noble Visiting Nurse Services, Inc., and Health New England, Inc. by managing, operating and providing management counsel and advice in connection with the provision of medical or health care and services ancillary thereto, and by engaging in such other activities as may be appropriate and as are consistant with Chapter 180 of the Massachusetts General Laws, as now in force or hereafter amended, and with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United State internal revenue law). Part IV, lines 3b and 3c 3b) A pro forma Form 990 Schedule A Part III supporting organization schedule was prepared using the 4 years that Health New England, Inc., a 501(c)(4) organization has been so designated. The pro forma Schedule A resulted in a 99.55% public support percentage which supports that if Health New England, Inc. was a 501(c)(3) organization, it would qualify as a supporting organization under 509(a)(2). 3c) Baystate Health, Inc. is the parent organization of Health New England, Inc. and Baystate Administrative Services, inc. Baystate Health, Inc. has overlapping governance with Health New England, Inc., including the Treasurer and several board members. They also share the same Audit and Compliance Committee. In addition, the mission of Health New England, Inc., as part of Baystate Health, Inc. (an integrated health care system), is to improve the overall quality of life and health status of the communities we serve and to contribute to the economic success of our region. Health new England, Inc. is committed to meeting the identified health and wellness needs of our communities served through the combined efforts of Baystate Health, community organization partners, and affiliated providers. 0 1 0 0 0 0 1 83370 0 0 83370 0 Part II-B, Line 1: Part IIB, line j The amount recorded on line j represents BAS salaries and operating expenses as reported on Massachusetts Public Records Division Lobbyist Disclosure for activities related to healthcare policy, bills and appropriations. 531417 486431 44986 3764345 3509675 254670 1408455 1371946 36509 336165 Due from affiliated companies 9941388 9941388 Due to affiliated companies 4219184 Total accrued pension cost 3301179 Total minimum pension liability 7150599 Line of Credit, Affiliate - Current Portion 6950000 21620962 X X X 1 1 1 1 0 0 0 0 0 0 0 Mark A Keroack MD President/Director 876848 0 401474 0 903898 0 19875 0 18612 0 2220707 0 562123 0 Dennis Chalke Treasurer/Director 489983 0 162064 0 283154 0 63576 0 25495 0 1024272 0 0 0 Andrew Artenstein MD Director 526339 0 173565 0 68950 0 36897 0 25177 0 830928 0 0 0 Evan Benjamin MD Director (through 6/26/17) 455882 0 146718 0 179365 0 53947 0 21141 0 857053 0 0 0 Jennifer Endicott Director (through 6/1/17) 333435 0 128255 0 61298 0 32517 0 15913 0 571418 0 0 0 Jo-Ann Davis Esq Director 332674 0 121452 0 110105 0 45045 0 15550 0 624826 0 0 0 Nancy Shendell-Falik Director 536596 0 227429 0 17012 0 43557 0 22545 0 847139 0 0 0 Paula C Squires Director (through 9/3/17) 326083 0 109140 0 113740 0 19875 0 12926 0 581764 0 0 0 Kristin R Delaney Clerk 122188 0 14668 0 581 0 18742 0 18268 0 174447 0 0 0 Joel L Vengco VP Information Services 359932 0 95493 0 49059 0 17225 0 16760 0 538469 0 26555 0 John R Schreiber MD President BMP CPE CAO 383268 0 29400 0 1104105 0 19875 0 16710 0 1553358 0 0 0 Charles E Cavagnaro III MD Pres CAO East Region 40881 0 0 0 625044 0 0 0 3367 0 669292 0 6657 0 Neil Kudler MD Chief Med Information Officer 301866 0 80258 0 42971 0 38998 0 20467 0 484560 0 0 0 Betty K Larue COO BMP/VP BH Ambulatory Ops 317744 0 77350 0 15596 0 52306 0 18559 0 481555 0 0 0 Michael F Moran Pres CAO East Region 248198 48403 78750 0 8625 981 31896 0 15513 1768 382982 51152 0 0 Mark R Tolosky President Emeritus, BH 136771 0 0 0 0 0 5559 0 0 0 142330 0 0 0 Part I, Line 1a Explanation: 1. Companion Travel - Several Trustees, Officers, and/or key employees were provided with compensation for spouses to attend a company board event. 2. Tax Gross up / Discretionary Spending Account - A few employees were provided with reimbursement for financial, relocation and tax and estate planning requiring a tax gross up. The two items above were treated as taxable compensation as appropriate in accordance with Baystate's written policies which require compliance with the IRS's accountable plan rules. Part I, Line 3 The compensation of the President is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs). The individuals responsible for deliberating the compensation arrangement for the President 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 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. and all such deliberations and decisions are documented contemporaneously. The Baystate Administrative Services, Inc. Board of Directors is composed of management of Baystate Health, Inc. and its affiliates. Therefore it is more appropriate that the establishment and review of the compensation of the organization's top management officials be performed at the Baystate Health level, which has a more independent board. Part I, Lines 4a-b Line 4A John Schreiber, MD received $1,060,197 in 2016. Charles E. Cavagnaro III, MD received $578,055 in 2016. Line 4B Andrew Artenstein, MD - Supplemental Retirement of $78,433 is included in column E. This amount was earned and paid in 2016. Evan Benjamin, MD - Supplemental Retirement of $67,182 is included in column E. This amount was earned and paid in 2016. Dennis W. Chalke - Supplemental Retirement of $257,706 is included in column E. This amount was earned and paid in 2016. Jo-Ann Davis - Supplemental Retirement of $82,994 is included in column E. This amount was earned in 2016. Jennifer Endicott - Supplemental Retirement of $90,551 is included in column E. This amount was earned in 2016. Kevin Hinchey, MD - Supplemental Retirement of $27,947 is included in column E. This amount was earned and paid in 2016. Mark A. Keroack, MD - Total Supplemental Retirement of $881,458 is included in column E. This amount consists of $264,321 earned and paid in 2016 and $562,123 that was previously reported as deferred compensation in prior years Forms 990, and that is currently reported as taxable income. This also includes $55,014 of investment earnings on prior year contributions. The amount is listed in Column F in accordance with reporting requirements. Neil Kudler, MD - Supplemental Retirement of $12,940 is included in column E. This amount was earned and paid in 2016. Nancy Shendell-Falik- Supplemental Retirement of $23,682 is included in column E. This amount was earned in 2016. Paula Squires - Supplemental Retirement of $97,409 is included in column E. This amount was earned and paid in 2016. Joel L. Vengco - Supplemental Retirement of $44,167 is included in column E. This amount consists of $17,612 earned and paid in 2016 and $26,555 that was previously reported as deferred compensation in prior years Forms 990, and that is currently reported as taxable income. Form 990, Part VI, Section A, line 1 Baystate Administrative Services Inc. (BAS) is part of an integrated delivery system including not for profit community hospitals, which have community boards. BAS is a management services supporting organization, which supports Bayste Health and its affiliates and is comprised of BAS employees. This board structure has not changed significantly since the organization applied for exempt status. 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) Jo-Ann Davis and Joel L. Vengco. Form 990, Part VI, Section A, line 6 The filing organization has one member, Baystate Health, Inc. (BH). Form 990, Part VI, Section A, line 7a All of the members of the Board of Directors of the filing organization are individuals serving ex officio based on positions they hold with BH. Form 990, Part VI, Section B, line 11b Prior to the filing of this return appropriate parts of this Form 990 were reviewed by representatives from the Tax, Finance, and Human Resources Departments of Baystate Health, Inc. (the sole member of the filing organization and the parent organization of the health care system to which the filing organization belongs) and by outside legal counsel. The entire return was reviewed by a tax expert from an outside accounting firm. In addition, this return was provided to and reviewed by the Audit and Compliance Committee of Baystate Health, Inc. This committee also reviews the audited financial statements for the health system. This return was also provided prior to filing to the Baystate Health, Inc. Board of Trustees. Form 990, Part VI, Section B, line 12c Baystate Administrative Services, Inc. is an affiliate of Baystate Health, Inc. Baystate Health, Inc. 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 15a The compensation of the President and CEO is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of Baystate Health, Inc. The individuals responsible for deliberating the compensation arrangement for the President and CEO and of other officers 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 of Baystate Health, Inc. The compensation of other officers and key employees of the filing organization is determined by the President of the filing organization in accordance with the Executive Compensation Philosophy Statement, in consultation with Human Resources, based on information provided by independent third party consultants for reasonableness including appropriate comparability data or the Baystate Health Board approved budget and wage program for each fiscal year. Form 990, Part VI, Section C, line 19 Public Inspection of Organizational Policies 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 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. An employee of the filing organization received a portion of his compensation by an entity, which is an unrelated entity, University of Massachusetts Memorial Health Care, Inc. (91-2155626) during 2016. Form 990, Part XI, line 9: Adjustment for Minimum Pension Liability 4,271,296. Net Assets released from restriction, TRF transfer 3,200. Rounding -3. Baystate Franklin Medical Center 164 High Street Greenfield MA 01301 042103575 Hospital MA 501 (c ) (3) 3 Baystate Health Inc 0 Baystate Health Foundation Inc 759 Chestnut Street Springfield MA 01199 043549011 Fundraising MA 501 (c ) (3) 7 Baystate Health Inc 0 Baystate Health Systems Inc Health & Welfare Benefits Plan 759 Chestnut Street Springfield MA 01199 222531644 Voluntary Employees' Benefit Association MA 501 (c ) (9) Baystate Health Inc 0 Baystate Health Inc 759 Chestnut Street Springfield MA 01199 042105941 Healthcare System Parent MA 501 (c ) (3) 7 Baystate Health Inc 0 Baystate Medical Center Inc 759 Chestnut Street Springfield MA 01199 042790311 Acute Care Teaching Hospital MA 501 (c ) (3) 3 Baystate Health Inc 0 Baystate Total Home Care Inc 50 Maple Street Springfield MA 01199 203260764 Real Estate and Other MA 501 (c ) (3) 12b, II Baystate Medical Center Inc 0 Visiting Nurse Assn and Hospice of Western New England Inc 50 Maple Street Springfield MA 01199 042105803 Home Health Care and Hospice MA 501 (c ) (3) 10 Baystate Health Inc 0 Baystate Wing Hospital Corporation 40 Wright Street Palmer MA 01069 222519813 Hospital MA 501 (c ) (3) 3 Baystate Health Inc 0 Baystate Noble Hospital Corporation 115 West Silver Street PO Box 1634 Westfield MA 010861634 222537423 Hospital MA 501 (c ) (3) 3 Baystate Health Inc 0 Westfield Medical Corporation 115 West Silver Street PO Box 1634 Westfield MA 010861634 043127730 Physician Services MA 501 (c ) (3) 12a, I Baystate Noble Hospital Corporation 0 Noble Visiting Nurse Services Inc 115 West Silver Street PO Box 1634 Westfield MA 010861634 112757446 Home Health Care and Hospice MA 501 (c ) (3) 10 Visiting Nurse Association of Western New England Inc 0 Health New England Inc Monarch Place Suite 1500 Springfield MA 01199 042864973 HMO/Insurance MA 501 (c ) (4) Health New England Inc 0 HNE of Connecticut Inc Monarch Place Suite 1500 Springfield MA 01199 455190134 HMO/Insurance CT 501 (c ) (4) Health New England Inc 0 HNE Insurance Company Inc Monarch Place Suite 1500 Springfield MA 011441500 454462433 Health Services for Massachusetts Medicare Supplement Members MA Health New England Inc C 0 HNE Holding Corporation Monarch Place Suite 1500 Springfield MA 011441500 464620480 Holding shares in subsidiary corporations MA Health New England Inc C 0 HNE Insurance Services Corporation Monarch Place Suite 1500 Springfield MA 011441500 043183019 Ancilliary Insurance MA Health New England Inc C 0 HNE Advisory Services Inc Monarch Place Suite 1500 Springfield MA 011441500 043012347 Administrative Services MA Health New England Inc C 0 Ingraham Corporation 759 Chestnut Street Springfield MA 01199 043016257 Health care and other business activities MA Baystate Health Inc C 0 Baystate Health Insurance Company Ltd North Church Street Georgetown Cayman Islands CJ 980421413 Offshore Captive Insurance CJ Baystate Health Inc 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1