2016-08-05T11:04:44-05:00 2015-09-30 135381590 BDO USA LLP 200 PORTLAND STREET BOSTON MA 02114 990 2014-10-01 043358566 UMASS MEMORIAL HEALTH CARE INC (PARENT) UMAS 5083340496 306 BELMONT STREET WORCESTER MA 01604 SERGIO MELGAR EVP/CFO/TREASURER 5088568537 2016-08-01 1 JEFFREY T ROGERS P01074284 6177427788 2014 2016-12-15 16:53:06Z SERGIO MELGAR 306 BELMONT STREET WORCESTER MA 01604 349540063 0 3642 X WWW.UMASSMEMORIAL.ORG X 1998 MA UMASS MEMORIAL HEALTH CARE, INC. IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICES, TEACHING AND RESEARCH. 19 14 0 0 1455 0 1922660 3584222 208216412 185334874 18971057 13998677 706885 78300 229817014 202996073 2000000 2078175 0 0 75263258 66809885 301241 227352 227352 132472600 108589369 210037099 177704781 19779915 25291292 333779202 338132190 89949154 93854634 243830048 244277556 UMASS MEMORIAL HEALTH CARE, INC. IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICES, TEACHING AND RESEARCH. 0 0 7911509 2078175 185335031 TO SUPPORT THE ADVANCEMENT OF THE KNOWLEDGE, EDUCATION, AND RESEARCH AND THE PRACTICE OF HEALTH CARE RELATED SERVICES THROUGH THE OVERSIGHT OF UMASS MEMORIAL HEALTH CARE OPERATIONS AND THE EFFICIENT DELIVERY OF SUPPORT SERVICES. 7911509 1 1 0 1 0 0 0 0 0 1 1 1 0 1 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 0 0 1 1 0 0 0 0 0 0 1 1 1 1 0 1 424 0 0 1 1 1 CJ 0 0 0 0 0 0 0 0 X 19 14 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X ROBERT FELDMANN 5083340496 306 BELMONT STREET WORCESTER MA 01604 DICKSON ERIC W MD PRESIDENT & CEO/DIRECTOR, UMM HEALTH CARE, INC. 40.00 X X 0 1333724 270644 FINBERG ROBERT W MD DIRECTOR, UMM HEALTH CARE, INC. 20.00 X 0 315755 132665 OKIKE O NSIDINANYA MD DIRECTOR, UMM HEALTH CARE, INC. 40.00 X 0 534847 40943 YOUNG LYNDA M MD DIRECTOR, UMM HEALTH CARE, INC. 1.00 X 0 40974 107 BENNETT DAVID L CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BENNETT RICHARD K DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BERKEY DENNIS D EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BERRY SARAH G EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BUDD JOHN H EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 COLLINS MICHAEL MD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 CORNELL LOIS D DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 D'ALELIO EDWARD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 DAVIS DIX F EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 FLOTTE TERENCE MD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 GUARDIOLA ELVIRA DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 JACOBSON M HOWARD EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 KANGAS PAUL DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 KNOX PETER DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 LENHARDT STEPHEN W SR EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MACNEILL HARRIS L DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MCMULLEN CYNTHIA M EDD EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 MCNAMARA MARY ELLEN DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 PARRY EDWARD J III VICE CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 PEDERSON THORU EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 SEYMOUR-ROUTE PAULETTE PHD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 SIEGRIST RICHARD DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 WILSON JACK DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC. 1.00 X 0 0 0 BOLLAND ESHGHI KATHARINE ASSISTANT SECRETARY, UMASS MEMORIAL HEALTH CARE, 40.00 X 0 393499 95011 BROWN DOUGLAS S SECRETARY, UMM HEALTH CARE, INC. 40.00 X 0 885272 248130 KEATING TODD A TREASURER UNTIL 2/14, UMM HEALTH CARE, INC. 40.00 X 0 1190005 149070 MELGAR SERGIO TREASURER, UMASS MEMORIAL HEALTH CARE, INC. 40.00 X 0 857255 89174 ANDERSON MILTON SR. VP, CHIEF HR OFFICER UNTIL 9/14 40.00 X 0 771463 388099 BRENCKLE GEORGE PHD SR. VP, CIO UNTIL 4/14 40.00 X 0 519540 349803 CYR JAMES P SR VP, HEART AND VASCULAR DISEASES 40.00 X 0 321924 185405 DAY THERESE VP, FINANCE / CFO OF MED CENTER 40.00 X 0 371674 179287 DIAMOND VICTORIA SR. VP, OPERATIONS, UNTIL 1/14 40.00 X 0 422990 142327 FELDMANN ROBERT VP, CORPORATE CONTROLLER 40.00 X 0 322778 154309 FISHER BARBARA SR VP, OPERATIONS 40.00 X 0 379613 152588 GEORGE PATRICIA VP & DEPUTY CIO 40.00 X 0 18466 340096 HUDLIN MARGARET MD CHIEF MED OFFICER/VP PERIOPERATIVE SVCS 40.00 X 0 435170 68882 HYLKA SHARON SR. VP, HOSPITAL ADMIN UNTIL 1/14 40.00 X 0 971604 270706 JEWELL CATHY SR VP, CHIEF NURSING OFFICER 40.00 X 0 230486 47579 RANDOLPH JOHN CHIEF COMPLIANCE OFFICER 40.00 X 0 250818 118330 TARNOWSKI TIMOTHY SR VP, CHIEF INFO OFFICER 40.00 X 0 82456 1461 THOMPSON DIANE SRVP CHIEF NURSING OFF UNTIL 4/9/15 40.00 X 0 421608 382512 0 11071921 3807128 0 0 1 1 XEROX BUSINESS SERVICES LLC PO BOX 201322 DALLAS TX 75320 I/S MANAGEMENT SERVICES 27975170 PRICEWATERHOUSECOOPERS LLP PO BOX 7247 8001 PHILADELPHIA PA 19170 CONSULTING SERVICES 5009858 UNIVERSAL HOSP SVCS PO BOX 86 MINNEAPOLIS MN 554860940 MANAGING/SERVICING EQUIP. AGRMNT. 2491746 UMMS COMMONWEALTH MEDICINE 55 LAKE AVE N WORCESTER MA 01655 CONSULTING SERVICES 1257366 ENCORE HEALTH RESOURCES LLC PO BOX 4652 DEPT 806 HOUSTON TX 772104652 CONSULTING SERVICES 1111640 34 70000 336669 3177553 3584222 SYSTEM ALLOCATION REVE 561000 166374262 166374262 AFF. CONT. INCOME-PROF 561000 7827022 7827022 AFF. CONT. INCOME-WORK 561000 6105244 6105244 AFF. CONT. INCOME-GENE 561000 2536709 2536709 OTHER PSR 561000 2491637 2491637 185334874 4493987 1455 4492532 78143 78143 155977691 146473001 9504690 9504690 9504690 70989 336669 70989 0 MISCELLANEOUS INCOME 561000 157 157 157 202996073 185335031 1455 14075365 X 2049625 2049625 28550 28550 49877636 49877636 3953369 3953369 9410783 9410783 3568097 3568097 2470908 2470908 1130168 1130168 1035300 1035300 1711 1711 227352 227352 616191 616191 31938501 31938501 1154774 1154774 5505208 5505208 47619218 47619218 4789578 4789578 513100 513100 391132 391132 4622074 4622074 PURCHASED SERVICES 6743411 5773528 969883 MEDICAL SUPPLIES 58095 58095 177704781 7911509 169565920 227352 1168828 3017801 2280699 4874816 152226 30118 717781 1543784 4180032 5129971 2049487 0 2049487 211245589 1355531 49284237 301972037 64749810 18158645 333779202 338132190 32434152 35056479 636455 681830 56878547 58116325 89949154 93854634 X 178779408 180428664 38542673 34462366 26507967 29386526 243830048 244277556 333779202 338132190 X 25291292 -23351073 -1492711 X X 0 1 X 1 1 1 X X 1 UMASS MEMORIAL MEDICAL CENTER INC 043358564 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 1 1711 0 0 0 1711 0 41513886 2878559 -561040 -362949 43468456 39106196 3703446 1295757 41513886 38224612 2507314 1625730 39106196 34479956 1198886 3963333 1417563 38224612 36676864 158165 -936731 1418342 34479956 0.00000 0.68000 0.32000 0 0 2049487 2049487 2049487 COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD 120000 C BIOVENTURES INVESTORS, LP 123323 F INTEREST IN UMASS MEMORIAL INVESTMENT PARTNERSHIP, LLP 301728714 F 301972037 CASH VALUE OF LIFE INSURANCE POLICIES 31951 DUE FROM RELATED PARTIES 17901694 DUE FROM THIRD PARTIES 225000 18158645 O/S LOSS RESERVES 31526604 DUE TO RELATED PARTIES 19957754 ANNUITY PAYABLE 2835602 DUE TO UNIVERSITY OF MASS 3122365 ACCRUED LT LIABILITIES 674000 58116325 X 177484000 -33225155 14010891 -19214264 196698264 616191 5681618 6297809 202996073 190373270 13284680 13284680 177088590 616191 616191 177704781 PART V, LINE 4: THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT. PART X, LINE 2: ASC 740 FOOTNOTE: INCOME TAXES - UMASS MEMORIAL FOLLOWS A TWO-STEP APPROACH FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN. THE SUBSTANTIAL MAJORITY OF UMASS MEMORIAL AND ITS AFFILIATE ENTITIES ARE RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS TAX-EXEMPT UNDER SECTION 501 (C) (3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, THESE ENTITIES WILL NOT INCUR ANY LIABILITY FOR FEDERAL INCOME TAXES EXCEPT FOR TAX ON UNRELATED BUSINESS INCOME. CERTAIN AFFILIATES ARE TAXABLE ENTITIES. THE MEASUREMENT OF THE AMOUNTS RECORDED AS A PROVISION FOR INCOME TAXES BASED UPON THE AFOREMENTIONED APPROACH IS NOT MATERIAL AND IS RECORDED AS PART OF SUPPLIES AND OTHER EXPENSE IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS OF OPERATIONS. UMASS MEMORIAL DOES NOT BELIEVE IT HAS TAKEN ANY SIGNIFICANT UNCERTAIN TAX POSITIONS. PART XI, LINE 2D - OTHER ADJUSTMENTS: CPAC REVENUE IN CO. 910 39,281,000. PARENT/CPAC REVENUE ELIMS IN CO. 99E -25,913,000. NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 642,891. PART XI, LINE 4B - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES -70,989. FUNDRAISING REVENUE 70,989. INVESTMENT INCOME TEMP RESTRICTED 684,981. REALIZED G/L TEMP RESTRICTED 1,967,712. TEMP RESTRICTED REVENUE 231,800. TEMP RESTRICTED INVESTMENT FEES -94,344. ROUNDING 559. K-1 ACTIVITY FROM PARTNERSHIP 12,351. PERM REVENUE/CONTRIBUTIONS 2,878,559. PART XII, LINE 2D - OTHER ADJUSTMENTS: CPAC EXPENSES IN CO. 910 39,197,000. PARENT/CPAC EXPENSES ELIMS IN CO. 99E -25,913,000. ROUNDING 680. X X X X X 1 UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY MA 01545 FUNDRAISING 0 541913 227352 314561 541913 227352 314561 MA WINTER BALL 375693 313504 62189 21608 19067 8747 12767 NICU GOLF-A-THON 13697 11097 2600 2600 1 18268 12068 6200 6200 407658 336669 70989 21608 19067 8747 21567 70989 0 SCHEDULE G, PART I, LINE 2B, COLUMN (V) PART I, LINE 2B, COLUMN (V) UMASS MEMORIAL HEALTH CARE, INC. PAYS UMASS MEMORIAL FOUNDATION, INC. ITS PRORATA SHARE OF OPERATING EXPENSES BASED ON THE SPLIT OF UMASS MEMORIAL CONTRIBUTION RECEIPTS VERSUS THE OVERALL TOTAL CONTRIBUTION RECEIPTS AS COLLECTED BY THE FOUNDATION. PART II, COLUMN (C) THE 1 EVENT REPORTED IN COLUMN (B) IS: 1) LINKS TO THE FUTURE GOLF TOUR 1 UNIVERSITY OF MA MED SCHOOL 55 LAKE AVE N WORCESTER MA 01655 043167352 501(C)(3) 2005000 N/A N/A ACADEMIC CHAIR FUNDING & SPONSORSHIP OF SEED SYMPOSIUM QCC FOUNDATION INC 670 WEST BOYLSTON STREET WORCESTER MA 01606 042897624 5000 N/A N/A ANNIVERSARY SPONSORSHIP COMMUNITY HEALTHLINK 72 JACQUES AVE WORCESTER MA 01610 042626179 6500 N/A N/A SPONSORSHIP FAMILY FUN FEST & "LISTEN IN" EVENT CLINTON HOSPITAL 201 HIGHLAND STREET CLINTON MA 01510 041185520 33125 N/A N/A 125TH MATCH 4 1 SPONSORSHIPS 16 28550 X X X X X X 1 1 0 0 0 0 0 0 0 DICKSON ERIC W MD PRESIDENT & CEO/DIRECTOR, UMM HEALT 0 773029 0 520000 0 40695 0 230517 0 40127 0 1604368 0 38913 FINBERG ROBERT W MD DIRECTOR, UMM HEALTH CARE, INC. 0 251386 0 49354 0 15015 0 101571 0 31094 0 448420 0 15015 OKIKE O NSIDINANYA MD DIRECTOR, UMM HEALTH CARE, INC. 0 425028 0 90569 0 19250 0 13000 0 27943 0 575790 0 19250 BOLLAND ESHGHI KATHARINE ASSISTANT SECRETARY, UMASS MEMORIAL 0 295192 0 73588 0 24719 0 71413 0 23598 0 488510 0 24719 BROWN DOUGLAS S SECRETARY, UMM HEALTH CARE, INC. 0 443477 0 396974 0 44821 0 225532 0 22598 0 1133402 0 44821 KEATING TODD A TREASURER UNTIL 2/14, UMM HEALTH CA 0 91987 0 0 0 1098018 0 147144 0 1926 0 1339075 0 1098018 MELGAR SERGIO TREASURER, UMASS MEMORIAL HEALTH CA 0 560318 0 285000 0 11937 0 59208 0 29966 0 946429 0 0 ANDERSON MILTON SR. VP, CHIEF HR OFFICER UNTIL 9/14 0 278569 0 188883 0 304011 0 369884 0 18215 0 1159562 0 304011 BRENCKLE GEORGE PHD SR. VP, CIO UNTIL 4/14 0 110652 0 0 0 408888 0 340242 0 9561 0 869343 0 408888 CYR JAMES P SR VP, HEART AND VASCULAR DISEASES 0 241332 0 62636 0 17956 0 162807 0 22598 0 507329 0 17956 DAY THERESE VP, FINANCE / CFO OF MED CENTER 0 273845 0 70628 0 27201 0 156689 0 22598 0 550961 0 27201 DIAMOND VICTORIA SR. VP, OPERATIONS, UNTIL 1/14 0 36051 0 0 0 386939 0 138442 0 3885 0 565317 0 386939 FELDMANN ROBERT VP, CORPORATE CONTROLLER 0 258169 0 64609 0 0 0 152358 0 1951 0 477087 0 0 FISHER BARBARA SR VP, OPERATIONS 0 251672 0 64915 0 63026 0 130815 0 21773 0 532201 0 63026 GEORGE PATRICIA VP & DEPUTY CIO 0 18466 0 0 0 0 0 339530 0 566 0 358562 0 0 HUDLIN MARGARET MD CHIEF MED OFFICER/VP PERIOPERATIVE S 0 338331 0 87500 0 9339 0 43750 0 25132 0 504052 0 9339 HYLKA SHARON SR. VP, HOSPITAL ADMIN UNTIL 1/14 0 94281 0 0 0 877323 0 263324 0 7382 0 1242310 0 877323 JEWELL CATHY SR VP, CHIEF NURSING OFFICER 0 217068 0 13418 0 0 0 24981 0 22598 0 278065 0 0 RANDOLPH JOHN CHIEF COMPLIANCE OFFICER 0 199185 0 51633 0 0 0 93732 0 24598 0 369148 0 0 THOMPSON DIANE SRVP CHIEF NURSING OFF UNTIL 4/9/15 0 325897 0 89792 0 5919 0 360115 0 22397 0 804120 0 0 PART I, LINES 4A-B PART I, LINE 4A - RECEIVE A SEVERANCE PAYMENT OR CHANGE-OF-CONTROL PAYMENT: THE FOLLOWING INDIVIDUALS RECEIVED OR HAD DEFERRED SEVERANCE IN THE REPORTING PERIOD: INCLUDED IN SCH. J COL. BIII: ANDERSON, MILTON $127,422 BRENCKLE, GEORGE, PH.D. $198,020 DIAMOND, VICTORIA $235,532 HYLKA, SHARON $217,849 KEATING, TODD $389,532 INCLUDED IN SCH. J COL. C: ANDERSON, MILTON $293,123 BRENCKLE, GEORGE, PH.D. $225,567 DIAMOND, VICTORIA $ 12,296 GEORGE, PATRICIA $339,530 HYLKA, SHARON $190,143 THOMPSON, DIANE $313,225 THE DEFERRED SEVERANCE REPORTED ON SCH. J COL. C IS THE MAXIMUM POTENTIAL OBLIGATION FOR UMMHC AND AFFILIATES. THESE AMOUNTS ARE DEPENDENT UPON THE RECIPIENTS GAINING EMPLOYMENT. THEREFORE, THEIR OVERALL SEVERANCE BENEFIT COULD SUBSTANTIALLY LOWER. PART I, LINE 4B - NAME OF PARTICIPANTS IN OR RECEIVING PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: EXECUTIVES BOLLAND ESHGHI, KATHARINE $ 24,719 BROWN, DOUGLAS S. $ 44,821 DICKSON, ERIC W., MD $ 38,913 FINBERG, ROBERT W., MD $ 0 KEATING, TODD A. $ 76,900 MELGAR, SERGIO $ 0 SUBTOTAL EXECUTIVES $185,352 KEY EMPLOYEES ANDERSON, MILTON $ 12,086 BRENCKLE, GEORGE, PH.D. $ 55,236 CYR, JAMES P. $ 17,956 DAY, THERESE $ 27,201 DIAMOND, VICTORIA $ 43,540 FELDMANN, ROBERT $ 0 FISHER, BARBARA $ 63,026 GEORGE, PATRICIA $ 0 HUDLIN, MARGARET, MD $ 9,339 HYLKA, SHARON $ 66,871 RANDOLPH, JOHN $ 0 TARNOWSKI, TIMOTHY $ 0 THOMPSON, DIANE $ 0 SUBTOTAL KEY EMPLOYEES $295,257 TOTAL - ALL $480,609 PART II - DISCLOSURES: 1) THE ABOVE DIRECTORS RECEIVE NO COMPENSATION FOR THEIR ROLE AS DIRECTORS. ALL COMPENSATION RECEIVED RELATES TO THEIR POSITION AS A PHYSICIAN/ADMINISTRATOR. PART II - UNRELATED ORGANIZATION: THE OFFICERS, DIRECTORS AND HIGHEST COMPENSATED EMPLOYEES LISTED IN PART II THAT RECEIVED COMPENSATION FROM AN UNRELATED ORGANIZATION WERE PAID FOR THEIR SERVICES RELATED TO MEDICAL RESEARCH, EDUCATION OF MEDICAL STUDENTS AND RESIDENT TRAINING. AMOUNTS INCLUDE THEIR BASE COMPENSATION AND DEFERRED COMPENSATION FOR CALENDAR YEAR 2014. THE NAME OF THE UNRELATED ORGANIZATION IS UNIVERSITY OF MASSACHUSETTS MEDICAL SCHOOL. PART III - UNRELATED ORGANIZATION COMPENSATION OFFICERS, DIRECTORS, TRUSTEES FINBERG, ROBERT W., MD $305,351 SUBTOTAL OFF., DIR., TRUSTEES $305,351 TOTAL COMP. FROM UNREL. ORG. $305,351 ERIC W DICKSON MD OFFICER/BOD 493770 ED SERVICES WERE PROVIDED TO HA HOSPITALS, INC. BY WACHUSETT EMERGENCY PHYSICIANS PC, A COMPANY WHICH CONTRACTS ED SERVICES FROM PRINCETON BIO-MEDICAL, A COMPANY WHICH IS CO-OWNED BY ERIC W. DICKSON, M.D. & HIS SPOUSE CATHERINE JONES, M.D. 0 JOHN H BUDD OF COUNSEL BOD 1035462 LEGAL SERVICES WERE PROVIDED TO UMM HEALTH CARE, INC. AND UMM MEDICAL CENTER, INC. BY MIRICK, O'CONNELL, DEMALLIE, & LOUGEE, LLP. JOHN H. BUDD IS OF COUNSEL TO THIS LAW FIRM BUT PERFORMED NO WORK FOR UMM AND/OR AFFILIATED ENTITIES. 0 KATHLEEN HYLKA FAMILY MEMBER OF SHARON HYLKA, KEY EMPLOYEE (JANUARY 2014 RETIREMENT) 102657 EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC. 0 FORM 990, PART VI, SECTION A, LINE 2 UMMHC 2014 BENNETT, RICHARD (BOARD MEMBER) HAS BUSINESS RELATIONSHIPS WITH MARLBOROUGH HOSPITAL. FORM 990, PART VI, SECTION A, LINE 6 THERE ARE NO CLASSES OF DIRECTORS. THE VOTING RIGHTS OF EACH MEMBER'S BOARD ARE ABSOLUTE. FORM 990, PART VI, SECTION A, LINE 7A THE MAJORITY OF ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) THAT ELECTS THE BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES. THE MAJORITY OF THE ENTITIES RESERVE TO THE MEMBER THE POWER TO REMOVE TRUSTEES, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 7B THE MAJORITY OF THE ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) WITH THE RIGHT TO APPROVE OR RATIFY DECISIONS OF THE ENTITY, WHICH IS EXERCISED BY THAT MEMBER'S BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES OR MEMBERS. THUS, THE VOTING RIGHTS OF A MEMBER BOARD ARE ABSOLUTE. GENERALLY, THE SOLE MEMBER OF EACH ENTITY RESERVES THE POWER TO APPROVE MAJOR TRANSACTIONS; TO MERGE, CONSOLIDATE OR LIQUIDATE THE CORPORATION'S ASSETS; TO ADOPT ANNUAL OPERATING AND CAPITAL BUDGETS AND AMENDMENTS; TO ENTER INTO LOAN AGREEMENTS AND/OR GUARANTIES; TO APPOINT AND/OR ELECT THE PRESIDENT AND/OR CEO; TO ELECT AND/OR APPOINT AND REMOVE TRUSTEES, FILL VACANCIES, TO INCREASE OR DECREASE THE SIZE OF THE BOARD; AND TO APPROVE UNBUDGETED EXPENDITURES. FORM 990, PART VI, SECTION B, LINE 11 SECTIONS OF THE CORE FORM 990 RELATED TO EXECUTIVE COMPENSATION AND SCHEDULE J ARE REVIEWED IN DETAIL WITH THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD. THE COMPLIANCE COMMITTEE OF THE BOARD REVIEWS ALL CONTENT ASSOCIATED WITH SCHEDULE L. THE AUDIT COMMITTEE OF THE BOARD REVIEWS THE FORM 990, INCLUDING THE ABOVE SCHEDULES AND RECOMMENDS THE FORM 990 TO THE FULL BOARD FOR APPROVAL. THE FULL BOARD IS GIVEN ACCESS TO THE FORM 990. THE GROUP 990 EIN 91-2155626 IS PROVIDED TO THE BOARD OF TRUSTEES OF THIS ORGANIZATION. THE PARENT 990 IS INCLUDED IN THE GROUP 990 THEREFORE ALL INFORMATION HAS BEEN PROVIDED TO THE BOARD OF TRUSTEES OF THIS ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY REQUIRES BOARD MEMBERS AND MANAGEMENT TO COMPLETE ANNUAL DISCLOSURE STATEMENTS AND, TO UPDATE THESE DISCLOSURE STATEMENTS FOR SIGNIFICANT CHANGES IN THEIR OUTSIDE GOVERNANCE AND PROFESSIONAL ACTIVITIES OR, FINANCIAL RELATIONSHIPS AS APPROPRIATE. ADDITIONALLY, ALL TRANSACTIONS INVOLVING BOARD MEMBERS OR MANAGEMENT AND THE ORGANIZATION ARE REQUIRED TO BE APPROVED BY THE COMPLIANCE COMMITTEE OF THE BOARD AND, THERE IS ACTIVE MONITORING AND COMMUNICATION TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION, PURCHASING OR RESEARCH DECISIONS. FORM 990, PART VI, SECTION B, LINE 15 AT UMASS MEMORIAL, ALL COMPENSATION MATTERS FOR THE CEO AND SENIOR EXECUTIVES THROUGHOUT THE SYSTEM (INCLUDING ALL "DISQUALIFIED PERSONS") ARE GOVERNED AND OVERSEEN BY THE BOARD OF TRUSTEES OF THE PARENT. THE BOARD APPROVED A COMPENSATION PHILOSOPHY THAT GOVERNS ALL SUCH DECISIONS. THE PHILOSOPHY INCLUDES THE OBJECTIVES OF THE PROGRAM, COMPONENTS OF EXECUTIVE COMPENSATION, THE RELEVANT MARKET, POSITIONING IN THE MARKET, FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE, MADE UP OF DISINTERESTED TRUSTEES, WHO ARE GIVEN THE AUTHORITY TO ESTABLISH COPMENSATION FOR ALL SENIOR EXECUTIVES, WITHIN THE PARAMETERS OF THE PHILOSOPHY, AND WITH FULL AND COMPLETE REPORTING TO THE FULL BOARD. THE COMPENSATION COMMITTEE PERFORMS ITS WORK PURSUANT TO ITS CHARTER AND A COPMENSATION POLICY THAT ESTABLISHES THE PROCESS THE COMMITTEE WILL FOLLOW IN REVIEWING AND APPROVING EXECUTIVE COMPENSATION EACH YEAR. THE COMMITTEE ENSURES THAT ITS PROCESS MEETS THE REBUTABLE PRESUMPTION OF REASONABLENESS ESTABLISHED BY THE IRS. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES, THE COMPENSATION COMMITTEE HIRES INDEPENDENT, OUTSIDE COMPNESATION CONSULTANTS TO ADVICE THE COMMITTEE AND THE BOARD ON THE REASONABLENESS OF OVERALL EXECUTIVE COMPENSATION PROGRAM, INCLUDING COMPENSATION OF THE SPECIFIC EXECUTIVES. THESE CONSULTANTS REPORT DIRECTLY TO THE COMMITTEE AND NOT TO MANAGEMENT. THE COMMITTEE WORKS WITH THESE CONSULTANTS, AND WITH LEGAL COUNSEL, TO ENSURE THAT ALL COMPENSATION PAID, AS WELL AS THE PROCESS FOLLOWED TO DETERMINE SUCH COMPENSATION, IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITH THE RELEVANT MARKET. FORM 990, PART VI, SECTION C, LINE 19 UMASS MEMORIAL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AS REQUIRED BY APPLICABLE STATE AND FEDERAL LAWS, AND BY REQUEST ON A CASE-BY-CASE BASIS. FORM 990, PART IX, LINE 11G OTHER FEES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 31,938,501. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 31,938,501. FORM 990, PART IX, LINE 11G - DETAIL LINE 25 - TOTAL FUNCTIONAL EXPENSES - COLUMN (A) $177,704,781 LINE 11G - OTHER FEES - COLUMN (A) $ 31,938,501 PERCENTAGE OF EXPENSES ON LINE 11G TO TOTAL EXPENSES 18% DETAIL OF OTHER FEES ON LINE 11G DISCOUNT PURCHASING SERVICES $ 2,006,491 PRIVACY ADVISORY SERVICES $ 1,256,055 RECRUITMENT FEES $ 455,872 CLINICAL ENGINEERING SERVICES $ 11,686,014 MEDICAL SCHOOL PARTICIPATION PAYMENT $ 631,844 ICD-10 CHARGES $ 4,212,717 OTHER $ 11,689,508 TOTAL $ 31,938,501 FORM 990, PART XI, LINE 9: NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 642,891. TEMPORARY RESTRICTED EXPENDITURES -2,103,437. TRANSFERS FROM RELATED PARTIES 43,266. MISCELLANEOUS 7. TRANSFERS TO FROM FUNDS -75,438. PAGE 12, PART XI, LINE 2C THE ORGANIZATION'S FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTING FIRM ON A CONSOLIDATED BASIS. THE ORGANIZATION HAS AN AUDIT COMMITTEE RESPONSIBLE FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AS WELL AS THE SELECTION OF AN INDEPENDENT ACCOUNTING FIRM. THE PARENT IS INCLUDED IN UMASS MEMORIAL HEALTHCARE, INC. 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