2016-08-12T16:20:09-05:00 2015-09-30 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 117531681 990 2014-10-01 222629185 CAREGROUP INC CARE 6176671715 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 JOHN T SZUM EXECUTIVE VP AND CFO 6176671715 2016-08-11 0 CHRISTINE KAWECKI P00743140 5169187000 2014 2016-09-27 15:27:22Z JOHN T SZUM 109 BROOKLINE AVENUE NO 300 BOSTON MA 02215 16918389 0 X WWW.CAREGROUP.ORG X 1984 MA SEE SCHEDULE O 14 12 25 12 2714344 0 0 0 12860986 11585463 768713 455434 3760727 4877492 17390426 16918389 0 0 0 0 6137370 6948223 0 0 0 11013115 10102051 17150485 17050274 239941 -131885 88212852 87700576 74472326 74801499 13740526 12899077 X SEE SCHEDULE O. 0 0 15147047 13764115 SEE SCHEDULE O. 15147047 1 0 0 1 0 0 0 0 0 0 1 1 0 0 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 10 0 1 25 1 1 1 0 0 0 0 0 0 0 0 0 0 X 14 12 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 6176671881 109 BROOKLINE AVENUE SUITE 300 BOSTON MA 02215 BARKER ESQ THOMAS R DIRECTOR 2.00 X 0 0 0 BUFFERD ALLAN DIRECTOR 2.00 X 0 0 0 CANEPA JOHN J DIRECTOR (EX-OFFICIO) 2.00 7.00 X 0 0 0 DOWN JAMES W DIRECTOR 2.00 X 0 0 0 GEBHARDT MD MARK C DIRECTOR (EX-OFFICIO) 2.00 63.00 X 0 764767 82756 GREEN ESQ KAREN F DIRECTOR 2.00 X 0 0 0 HESTNES ESQ HAROLD DIRECTOR 2.00 X 0 0 0 JICK DANIEL J DIRECTOR (EX-OFFICIO) 2.00 10.00 X 0 0 0 MALONEY RICHARD J DIRECTOR (EX-OFFICIO) 2.00 5.00 X 0 0 0 NORKUS MICHAEL DIRECTOR 2.00 X 0 0 0 SAAL MD A KIM DIRECTOR 2.00 12.00 X 0 74334 0 SIMONS THOMAS DIRECTOR (EX-OFFICIO) 2.00 7.00 X 0 0 0 SPIVAK MD BARBARA DIRECTOR 2.00 58.00 X 0 285433 28682 STEVENSON HOWARD H DIRECTOR 2.00 2.00 X 0 0 0 STRIEDER HELEN R DIRECTOR & BOARD CHAIR 5.00 X 0 0 0 WILKINS JOHN P DIRECTOR 2.00 X 0 0 0 ROBLE ESQ DANIEL VP, GEN COUNSEL & CLERK 24.00 X 345624 0 41721 SZUM JOHN EVP, CFO & TREASURER 60.00 X 560219 0 147851 MONCREIFF JANE SVP, CHIEF INVEST OFFCR 60.00 X 929092 0 49278 CLOUGH JEANETTE G PRESIDENT & CEO, MAH 65.00 X 983393 42716 945775 DONOVAN SHAWN VP - MARKETABLE SECURITIES 60.00 X 536704 0 49008 SAMUELS ALIZA VP - MARKETABLE SECURITIES 60.00 X 405297 0 47860 APPLEYARD JOSEPH FINANCE DIRECTOR 60.00 X 182913 0 50432 WOLFSON KAREN DIR TAX/BOND COMP OFFCR 60.00 X 155113 0 56201 4098355 1167250 1499564 13 0 1 1 BETH ISRAEL DEACONESS MEDICAL CENTER 330 BROOKLINE AVENUE BOSTON MA 02215 PAYROLL & BENEFITS 7151511 KPMG LLP 3 CHESTNUT RIDGE ROAD MONTVALE NJ 07645 ACCOUNTING 581190 DELOITTE & TOUCHE 200 BERKELEY STREET BOSTON MA 02116 ACCOUNTING 419638 AMERICAN EXPRESS PO BOX 981540 EL PASO TX 799981540 CREDIT CARD SERVICE 216339 NOVUS PARTNERS 200 PARK AVENUE NEW YORK NY 10166 INVESTMENT SERVICES 176490 9 MANAGEMENT SERVICE FEE 900099 7834491 7834491 POOL LOAN PROGRAM 900099 3750972 3750972 11585463 -6978 5825 -12803 462412 0 462412 462412 9679 452733 INVESTMENT MANAGEMENT 523000 4877492 2178652 2698840 4877492 16918389 13764115 2714344 439930 2073786 1036893 1036893 3522858 3522858 343896 343896 783416 783416 224267 224267 100698 100698 765636 765636 691709 691709 45996 45996 281040 281040 184661 184661 62485 62485 3750972 3750972 3957330 3957330 DUES & SUBSCRIPTIONS 261524 261524 17050274 15147047 1903227 0 1770500 1659207 1572256 1972568 71130000 71130000 1123069 1130914 125432 125432 0 0 11905738 11050813 711289 757074 88212852 87700576 3342326 3671499 71130000 71130000 74472326 74801499 X 13740526 12899077 13740526 12899077 88212852 87700576 -131885 -709564 0 X X 0 1 X 1 0 X X 8 BETH ISRAEL DEACONESS MEDICAL CENTER 042103881 3 1 3787306 0 BETH ISRAEL DEACONESS HOSPITAL-NEEDHAM 043229679 3 1 237849 0 MOUNT AUBURN HOSPITAL 042103606 3 1 1982388 0 NEW ENGLAND BAPTIST HOSPITAL 042103612 3 1 816580 0 HMFP AT BETH ISRAEL DEACONESS MEDICAL CENTRE 222768204 9 1 732006 0 MEDICAL CARE OF BOSTON MANAGEMENT CORP DBA AFFILIATED PHYSICIANS GROUP 042810972 9 0 115482 0 BETH ISRAEL DEACONESS HOSPITAL-MILTON INC 042103604 3 0 248780 0 BETH ISRAEL DEACONESS HOSPITAL-PLYMOUTH INC 222667354 3 0 491795 0 8 8412186 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 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. (BIDN), MEDICAL CARE OF BOSTON MANAGEMENT CORPORATION, D/B/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 AND ITS AFFILIATED HOSPITALS ACCOMPLISH THEIR CHARITABLE PURPOSES. NEBH AND MAH ALSO EACH SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. 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, BIDN, 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 B TYPE I SUPPORTING ORGANIZATIONS AS NOTED IN THIS FORM 990 SCHEDULE A, FOR THE PERIOD COVERED BY THIS FILING, CAREGROUP WAS NOT A PRIVATE OPERATING FOUNDATION BECAUSE IT QUALIFIED AS A TYPE III FUNCTIONALLY INTEGRATED SUPPORT ORGANIZATION UNDER SECTION 509(A)(3) OF THE INTERNAL REVENUE CODE (IRC) OF 1986, AS AMENDED. AS OF MARCH 24, 2016, CAREGROUP REVISED ITS GOVERNING DOCUMENTS AND NOW QUALIFIES AS A TYPE I SUPPORT ORGANIZATION UNDER IRC SECTION 509(A)(3). SCHEDULE A PART IV SECTION D QUESTION 3 SIGNIFICANT VOICE IN INVESTMENT POLICIES AND OTHER SERVICES 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 EXECUTIVE OFFICER WAS INVITED TO BOARD MEETINGS OF SUPPORTED ORGANIZATIONS AND THE CHIEF EXECUTIVE OFFICERS OF THE SUPPORTED ORGANIZATIONS ATTENDED CAREGROUP BOARD MEETINGS DURING THE PERIOD COVERED BY THIS FILING. IN ADDITION, 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. SCHEDULE A PART IV SECTION E TYPE III FUNCTIONALLY-INTEGRATED SUPPORTING ORGANIZATIONS - ACTIVITIES TEST 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 THE INVESTMENT POLICIES AS WELL AS THE USE OF CAREGROUP'S INCOME AND ASSETS. 0 0 0 0 0 0 0 0 1 0 PART II-B, LINE 1: 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. 125432 125432 0 0 INVESTMENTS HELD THROUGH CAREGROUP 11050813 F 11050813 X 3009824000 2993368023 2993368023 16455977 462412 462412 16918389 2968954000 2951903726 2951903726 17050274 0 17050274 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 2015 OR 2014. PART XI, LINE 2D - OTHER ADJUSTMENTS: CONSOLIDATED AFFILIATES NET OF ELIMINATIONS 2,993,368,023. PART XII, LINE 2D - OTHER ADJUSTMENTS: CONSOLIDATED AFFILIATES NET OF ELIMINATIONS 2,951,903,726. CENTRAL AMERICA & CARIBBEAN 0 0 INVESTMENTS 1530358 EAST ASIA & PACIFIC 0 0 INVESTMENTS 14189 EUROPE 0 0 INVESTMENTS 91582 NORTH AMERICA 0 0 INVESTMENTS 88946 SOUTH AMERICA 0 0 INVESTMENTS 12555 CENTRAL AMERICA & CARIBBEAN 0 0 PROGRAM SERVICES JOINTLY OWNED FOREIGN INSURANCE 7499917 0 0 0 0 0 0 9237547 0 9237547 1 0 1 1 0 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. X 0 1 X X X X 0 1 0 0 0 0 0 1 0 GEBHARDT MD MARK C DIRECTOR (EX-OFFICIO) 0 745912 0 0 0 18855 0 61990 0 20766 0 847523 0 0 SPIVAK MD BARBARA DIRECTOR 0 139948 0 144876 0 609 0 20800 0 7882 0 314115 0 0 ROBLE ESQ DANIEL VP, GEN COUNSEL & CLERK 305783 0 0 0 39841 0 13000 0 28721 0 387345 0 0 0 SZUM JOHN EVP, CFO & TREASURER 424499 0 85000 0 50720 0 113111 0 34740 0 708070 0 0 0 MONCREIFF JANE SVP, CHIEF INVEST OFFCR 561365 0 300000 0 67727 0 13000 0 36278 0 978370 0 0 0 CLOUGH JEANETTE G PRESIDENT & CEO, MAH 549682 0 381050 1450 52661 41266 439354 478391 28030 0 1450777 521107 0 0 DONOVAN SHAWN VP - MARKETABLE SECURITIES 354058 0 116000 0 66646 0 13000 0 36008 0 585712 0 0 0 SAMUELS ALIZA VP - MARKETABLE SECURITIES 327924 0 70500 0 6873 0 11100 0 36760 0 453157 0 0 0 APPLEYARD JOSEPH FINANCE DIRECTOR 161158 0 9397 0 12358 0 23954 0 26478 0 233345 0 0 0 WOLFSON KAREN DIR TAX/BOND COMP OFFCR 145188 0 9567 0 358 0 16485 0 39716 0 211314 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, 2015 IS CALENDAR YEAR 2014 DETAIL. SCHEDULE J - PART 1 QUESTION 1 GROSS-UP PAYMENTS AS NOTED BELOW IN THE EXPLANATORY NOTES TO THIS FORM 990, SCHEDULE J - PART I QUESTION 4B, FOR THE CALENDAR YEAR 2014 CAREGROUP, INC. (CAREGROUP) IS A PARTICIPATING EMPLOYER IN THE BETH ISRAEL DEACONESS MEDICAL CENTER, INC. ANNUITY RETIREMENT PLAN. INDIVIDUALS WHO QUALIFY AS PARTICIPANTS IN THIS PLAN, RECEIVED CURRENTLY TAXABLE INCOME, A PORTION OF WHICH WAS DEFINED AS A GROSS-UP PAYMENT PURSUANT TO THE PLAN DOCUMENT. PART I, LINE 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN AS REQUIRED BY THIS FORM 990, SCHEDULE J, COMPENSATION INFORMATION, THE COMPENSATION DETAIL INCLUDED IN THE CAREGROUP FORM 990 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2015 IS CALENDAR YEAR 2014 DETAIL. DURING THE 2014 CALENDAR YEAR, CAREGROUP WAS A PARTICIPATING EMPLOYER IN THE BETH ISRAEL DEACONESS MEDICAL CENTER, INC. ANNUITY RETIREMENT PLAN WHICH, UNDER THE DEFINITIONS TO THIS FORM 990, IS CONSIDERED A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. PARTICIPANTS RECEIVED BOTH CURRENTLY TAXABLE AND DEFERRED BENEFITS FROM THIS PLAN. AS PREVIOUSLY NOTED, THE CURRENTLY TAXABLE PORTION OF BENEFITS INCLUDES A GROSS-UP PURSUANT TO THE PLAN DESIGN. ADDITIONAL INFORMATION IS INCLUDED WITH THE EXPLANATORY NOTES TO SCHEDULE J BELOW. CAREGROUP IS ALSO A PARTICIPATING EMPLOYER IN THE IRC SEC. 457(B) PLAN MAINTAINED BY THE MEDICAL CENTER. PURSUANT TO THE PLAN DESIGN, ELIGIBLE EMPLOYEES CAN DEFER PART OF THEIR COMPENSATION. THIS PLAN IS STRICTLY EMPLOYEE FUNDED WITH NO EMPLOYER DEFERRALS. UNDER THE DEFINITIONS TO THIS FORM 990, THIS PLAN IS CONSIDERED A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. AMOUNTS DEFERRED BY PARTICIPANTS ARE INCLUDED IN FORM 990 SCHEDULE J PART II COLUMN B(III), OTHER REPORTABLE 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. THE INCENTIVE COMPENSATION FOR EACH EXECUTIVE REPORTED IN THIS FORM 990 WAS REVIEWED AND APPROVED BY THE CAREGROUP COMPENSATION 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. 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; TAXABLE EMPLOYER-SUBSIDIZED PARKING; TAXABLE MOVING EXPENSES; EARNED TIME CASHED; 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. 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. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES (CONTINUED) BARKER, ESQ., THOMAS R. DIRECTOR - CAREGROUP, INC. MR. BARKER DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. BUFFERD, ALLAN DIRECTOR - CAREGROUP, INC. MR. BUFFERD DEVOTED, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. CANEPA, JOHN J. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. TRUSTEE, CO-CHAIR - MOUNT AUBURN HOSPITAL TRUSTEE - MOUNT AUBURN PROFESSIONAL SERVICES TRUSTEE - CAREGROUP PARMENTER HOME CARE & HOSPICE MR. CANEPA'S TERM ON THE CAREGROUP BOARD BEGAN MARCH 26, 2015. MR. CANEPA DEVOTES, ON AVERAGE, A COMBINED 9 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DOWN, JAMES W. DIRECTOR - CAREGROUP, INC. MR. DOWN DEVOTED, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. GEBHARDT, M.D., MARK C. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. DIRECTOR (EX-OFFICIO) AND BOARD CHAIR, AND CHAIRMAN OF ORTHOPEDIC SURGERY - HARVARD MEDICAL FACULTY PHYSICIANS AT BETH ISRAEL DEACONESS MEDICAL CENTER CHIEF OF ORTHOPEDIC SURGERY - BETH ISRAEL DEACONESS MEDICAL CENTER DIRECTOR - LONGWOOD MEDICAL INTERNATIONAL FOUNDATION, INC. DIRECTOR (EX-OFFICIO) AND PRESIDENT - BETH ISRAEL DEACONESS ORTHOPEDIC SURGERY FOUNDATION FREDERIC W. & JANE M. ILFELD PROFESSOR OF ORTHOPEDIC SURGERY - HARVARD MEDICAL SCHOOL DR. GEBHARDT'S TERM ON THE CAREGROUP BOARD ENDED SEPTEMBER 30, 2015 AND DEVOTED, ON AVERAGE, A COMBINED 65 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. DR. GEBHARDT PERFORMS SERVICES FOR BOTH HMFP AND BIDMC. AS REQUIRED BY THIS FORM 990, ALTHOUGH DR. GEBHARDT IS PAID DIRECTLY BY HMFP, THE PORTION OF DR. GEBHARDT'S COMPENSATION ATTRIBUTABLE TO EACH POSITION HAS BEEN SEPARATELY REPORTED ON THIS FORM 990, AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY HMFP: BASE COMPENSATION: 372,956 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 9,427 DEFERRED COMPENSATION: 30,995 NON-TAXABLE BENEFITS: 10,383 PAYMENTS REPORTED BY BIDMC: BASE COMPENSATION: 372,956 INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 9,428 DEFERRED COMPENSATION: 30,995 NON-TAXABLE BENEFITS: 10,383 AS REQUIRED IN THIS FORM 990, COMPENSATION REPORTED BY HMFP AND PFHC FOR THE 2014 CALENDAR YEAR INCLUDES THE FOLLOWING PAYMENTS FROM THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE/HARVARD MEDICAL SCHOOL RELATED TO DR. GEBHARDT'S POSITION AS CHAIR OF THE HMFP DEPARTMENT OF ORTHOPEDIC SURGERY AND FREDERIC W. & JAMES M. ILFELD PROFESSOR OF ORTHOPEDIC SURGERY, HARVARD MEDICAL SCHOOL: $92,866 BASE AND OTHER REPORTABLE COMPENSATION, $9,990 DEFERRED COMPENSATION AND $20,526 NON-TAXABLE BENEFITS. GREEN, ESQ., KAREN F. DIRECTOR - CAREGROUP, INC. MS. GREEN DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. HESTNES, ESQ., HAROLD DIRECTOR - CAREGROUP, INC. MR. HESTNES DEVOTED, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. JICK, DANIEL J. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. DIRECTOR AND BOARD CHAIR - BETH ISRAEL DEACONESS MEDICAL CENTER MR. JICK DEVOTES, ON AVERAGE, A COMBINED 12 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE MALONEY, RICHARD J. DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. TRUSTEE AND BOARD CHAIR - NEW ENGLAND BAPTIST HOSPITAL MR. MALONEY DEVOTED, ON AVERAGE, A COMBINED 7 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. NORKUS, MICHAEL DIRECTOR - CAREGROUP, INC. MR. NORKUS DEVOTES, ON AVERAGE, 2 HOURS PER WEEK TO THE REPORTING ORGANIZATION. SAAL, M.D., A. KIM DIRECTOR - CAREGROUP, INC. TRUSTEE AND CHIEF, DIVISION OF CARDIOLOGY - MOUNT AUBURN HOSPITAL INSTRUCTOR IN MEDICINE - HARVARD MEDICAL SCHOOL DR. SAAL RESIGNED FROM THE CAREGROUP BOARD ON DECEMBER 31, 2014. DR. SAAL DEVOTED, ON AVERAGE, A COMBINED 14 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. PAYMENTS REPORTED BY MOUNT AUBURN HOSPITAL: BASE COMPENSATION: 74,334 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 0 DEFERRED COMPENSATION: 0 NON-TAXABLE BENEFITS: 0 AS REQUIRED BY THIS FORM 990, COMPENSATION REPORTED BY MOUNT AUBURN HOSPITAL FOR THE 2014 CALENDAR YEAR INCLUDES $74,334 PAID TO DR. SAAL BY MOUNT AUBURN CARDIOLOGY ASSOCIATES AND RELATED TO DR. SAAL'S POSITION AS CHIEF OF THE DIVISION OF CARDIOLOGY AT MOUNT AUBURN HOSPITAL. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES (CONTINUED) SIMONS, THOMAS DIRECTOR (EX-OFFICIO) - CAREGROUP, INC. TRUSTEE & BOARD CHAIR - MOUNT AUBURN HOSPITAL TRUSTEE - MOUNT AUBURN PROFESSIONAL SERVICES TRUSTEE - CAREGROUP PARMENTER HOME CARE & HOSPICE MR. SIMONS'S POSITION ON THE CAREGROUP BOARD ENDED ON JANUARY 27, 2015 AND HE DEVOTED, ON AVERAGE, A COMBINED 9 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. SPIVAK, M.D., BARBARA DIRECTOR - CAREGROUP,INC. TRUSTEE (NON-VOTING) & PRESIDENT OF MACIPA - MOUNT AUBURN HOSPITAL PHYSICIAN, INTERNAL MEDICINE - MOUNT AUBURN PROFESSIONAL SERVICES INSTRUCTOR IN MEDICINE - HARVARD MEDICAL SCHOOL DR. SPIVAK'S TERM ON THE CAREGROUP BOARD BEGAN MARCH 26, 2015. DR. SPIVAK DEVOTES, ON AVERAGE, A COMBINED 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. PAYMENTS REPORTED BY MOUNT AUBURN PROFESSIONAL SERVICES: BASE COMPENSATION: 139,948 BONUS AND INCENTIVE COMPENSATION: 144,876 OTHER REPORTABLE COMPENSATION: 609 DEFERRED COMPENSATION: 20,800 NON-TAXABLE BENEFITS: 7,882 STEVENSON, HOWARD H. DIRECTOR - CAREGROUP, INC. TRUSTEE - MOUNT AUBURN HOSPITAL TRUSTEE - MOUNT AUBURN PROFESSIONAL SERVICES MR. STEVENSON DEVOTES, ON AVERAGE, A COMBINED 4 HOURS PER WEEK TO THE REPORTING ORGANIZATION AND ALL RELATED ENTITIES FOR THE POSITIONS LISTED HERE. STRIEDER, HELEN R. DIRECTOR AND BOARD CHAIR - CAREGROUP, INC. MS. STRIEDER DEVOTES, ON AVERAGE, 5 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, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS MADE BY CAREGROUP, INC. BASE COMPENSATION: 305,783 BONUS AND INCENTIVE COMPENSATION: 0 OTHER REPORTABLE COMPENSATION: 39,841 DEFERRED COMPENSATION: 13,000 NON-TAXABLE BENEFITS: 28,721 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. ROBLE INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $50,538. 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: 424,499 BONUS AND INCENTIVE COMPENSATION: 85,000 OTHER REPORTABLE COMPENSATION: 50,720 DEFERRED COMPENSATION: 113,111 NON-TAXABLE BENEFITS: 34,740 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. SZUM INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $61,750. DEFERRED COMPENSATION REPORTED BY CAREGROUP INCLUDES AN ACTUARIAL CHANGE IN THE PROJECTED BENEFIT OBLIGATION OF MR. SZUM'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) DURING THE 2014 CALENDAR YEAR IN THE AMOUNT OF $96,094. UNDER ORDINARY CIRCUMSTANCES THE SERP DOES NOT VEST UNTIL 2022. MONCREIFF, JANE SENIOR VICE PRESIDENT AND CHIEF INVESTMENT OFFICER - CAREGROUP, INC. MS. MONCREIFF DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 561,365 INCENTIVE COMPENSATION: 300,000 OTHER REPORTABLE COMPENSATION: 67,727 DEFERRED COMPENSATION: 13,000 NON-TAXABLE BENEFITS: 36,278 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. MONCREIFF INCLUDES COMBINED DEFERRALS TO, AND PAYMENTS FROM, NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $79,250. 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, PRESIDENT AND CHIEF EXECUTIVE OFFICER - 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. ADDITIONALLY, MS. CLOUGH PERFORMS SERVICES FOR BOTH MAH AND MAPS BUT NOT DIRECTLY FOR CAREGROUP. AS SUCH AND AS REQUIRED BY FORM 990, MS. CLOUGH'S COMPENSATION IS REPORTED HERE AS IF PAID BY MAH AND MAPS. THE COMPENSATION ATTRIBUTABLE TO EACH POSITION HAS BEEN SEPARATELY REPORTED ON FORM 990, AS FURTHER OUTLINED BELOW. PAYMENTS REPORTED BY MOUNT AUBURN HOSPITAL: BASE COMPENSATION: 467,230 INCENTIVE COMPENSATION: 325,125 OTHER REPORTABLE COMPENSATION: 79,838 DEFERRED COMPENSATION: 780,083 NON-TAXABLE BENEFITS: 23,826 PAYMENTS REPORTED BY MOUNT AUBURN PROFESSIONAL SERVICES: BASE COMPENSATION: 82,452 INCENTIVE COMPENSATION: 57,375 OTHER REPORTABLE COMPENSATION: 14,089 DEFERRED COMPENSATION: 137,662 NON-TAXABLE BENEFITS: 4,204 INCENTIVE COMPENSATION REPORTED FOR THE 2014 CALENDAR YEAR INCLUDES 1) PAYMENTS IN 2014 PURSUANT TO A LONG TERM INCENTIVE PLAN RELATED TO MOUNT AUBURN HOSPITAL'S FISCAL YEAR ENDED SEPTEMBER 30, 2013 IN THE AMOUNT OF $200,000 AND 2) A PAYMENT PURSUANT TO AN ANNUAL INCENTIVE PLAN RELATED TO THE FISCAL YEAR ENDED SEPTEMBER 30, 2013 IN THE AMOUNT OF $200,000. AS REQUIRED BY FORM 990, THESE INCENTIVE COMPENSATION PAYMENTS WERE ALSO PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN THE PRIOR YEAR FORM 990 AND MASSACHUSETTS FORM PC. DEFERRED COMPENSATION REPORTED BY MOUNT AUBURN HOSPITAL FOR THE 2014 CALENDAR YEAR INCLUDES AN ACTUARIAL CHANGE IN THE PROJECTED BENEFIT OBLIGATION OF MS. CLOUGH'S SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) OF $458,900. THE SERP IS DESIGNED TO VEST WHEN MS. CLOUGH REACHES AGE 62. AS OF SEPTEMBER 30, 2015, MS. CLOUGH'S SERP HAD NOT VESTED. DEFERRED COMPENSATION REPORTED FOR THE 2014 CALENDAR YEAR ALSO INCLUDES TWO INCENTIVE PAYMENTS RELATED TO THE SERVICES MS. CLOUGH PERFORMED DURING MOUNT AUBURN'S FISCAL YEAR ENDED SEPTEMBER 30, 2014 BUT WHICH WERE NOT PAID TO MS. CLOUGH UNTIL AFTER MARCH 15, 2015 - ONE IN THE AMOUNT OF $220,000 RELATED TO AN ANNUAL INCENTIVE PLAN, AND ANOTHER FOR $225,000 RELATED TO A LONG TERM INCENTIVE PLAN. OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. CLOUGH INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $61,750. ADDITIONALLY, OTHER REPORTABLE COMPENSATION IN THE AMOUNT OF $17,500 WAS REPORTED AS DEFERRED COMPENSATION IN THE PRIOR YEAR FORM 990, AS REQUIRED. SCHEDULE J ADDITIONAL EXPLANATORY FOOTNOTES (CONTINUED) DONOVAN, SHAWN VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MR. DONOVAN DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 354,058 INCENTIVE COMPENSATION: 116,000 OTHER REPORTABLE COMPENSATION: 66,646 DEFERRED COMPENSATION: 13,000 NON-TAXABLE BENEFITS: 36,008 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. DONOVAN INCLUDES COMBINED DEFERRALS TO, AND PAYMENTS FROM, NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $79,250. SAMUELS, ALIZA VICE PRESIDENT, MARKETABLE SECURITIES - CAREGROUP, INC. MS. SAMUELS DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 327,924 INCENTIVE COMPENSATION: 70,500 OTHER REPORTABLE COMPENSATION: 6,873 DEFERRED COMPENSATION: 11,100 NON-TAXABLE BENEFITS: 36,760 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MS. SAMUELS INCLUDES COMBINED PAYMENTS FROM A NONQUALIFIED RETIREMENT PLAN IN THE AMOUNT OF $17,663. APPLEYARD. JOSEPH DIRECTOR, CORPORATE FINANCE - CAREGROUP, INC. MR. APPLEYARD DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 161,158 INCENTIVE COMPENSATION: 9,397 OTHER REPORTABLE COMPENSATION: 12,358 DEFERRED COMPENSATION: 23,954 NON-TAXABLE BENEFITS: 26,478 OTHER REPORTABLE AND DEFERRED COMPENSATION FOR MR. APPLEYARD INCLUDES COMBINED DEFERRALS TO, AND PAYMENTS FROM, NONQUALIFIED RETIREMENT PLANS IN THE AMOUNT OF $12,000. WOLFSON, KAREN DIRECTOR, TAXATION AND BOND COMPLIANCE OFFICER - CAREGROUP, INC. MS. WOLFSON DEVOTES, ON AVERAGE, 60 HOURS PER WEEK TO THE REPORTING ORGANIZATION. PAYMENTS REPORTED BY CAREGROUP: BASE COMPENSATION: 145,188 INCENTIVE COMPENSATION: 9,567 OTHER REPORTABLE COMPENSATION: 358 DEFERRED COMPENSATION: 16,485 NON-TAXABLE BENEFITS: 39,716 A MA DEVELOPMENT FINANCE AGENCY 043431814 57584XDH1 2015-09-02 203702204 SEE PART IV 0 0 0 B MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2012-07-11 49910000 REFUND ISSUES DATED 02/11/1998 0 0 0 C MA DEVELOPMENT FINANCE AGENCY 043431814 NONEAVAIL 2011-09-15 120280000 REFUND ISSUES DATED 02/11/1998 0 0 0 D MA HLTH & ED FAC AUTH 042456011 57586C3S2 2008-06-09 377527010 SEE PART IV 0 0 0 A 203702204 201353725 2348479 1 1 0 1 B 49910000 368094 49541906 1 0 1 1 C 40485000 120280000 290672 119989328 1 0 1 1 D 89715000 100675000 378911689 3929290 134556855 213068927 2011 1 0 1 1 A 0 1 1 1 0 0.00100 0.00200 0.00300 0 0 1 D 0 1 1 1 0 0.00100 0.00600 0.00700 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 0 1 0 0 0 0 0 1 C 0 0 1 0 0 0 0 0 1 D 0 0 0 1 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 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 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 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 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 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 D, LINE 2 THE AMOUNT OF BONDS LEGALLY DEFEASED: THE 2015 ISSUE ADVANCE REFUNDED $100,675,000 OF THE 2008 ISSUE. THESE BONDS WILL BE CALLED BY JULY 1, 2018. SCHEDULE K (1 OF 2) PART II, COLUMN D, LINE 3 THE TOTAL PROCEEDS OF THE ISSUE EXCEED THE ISSUE PRICE DUE TO THE INVESTMENT EARNINGS ON THE PROJECT FUND. SCHEDULE K (1 OF 2) PART II, COLUMNS B, C AND D, 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 (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 II, COLUMN C, LINE 11 OF THE PROCEEDS LISTED, $8,993,760 WERE USED FOR TERMINATION OF THE HEDGE AGREEMENT, WITH THE REMAINDER USED FOR REFUNDING PURPOSES OF THE ISSUE. SCHEDULE K (1 OF 2) PART III, COLUMNS B AND C 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 III, COLUMNS A THE 2004 ISSUE IS EXEMPT FROM COMPLETING PART III BECAUSE IT REFUNDED BONDS ISSUED PRIOR TO DECEMBER 31, 2002. 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, 2015 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. SCHEDULE K PART IV COLUMN D, LINE 2C AN ARBITRAGE REBATE CALCULATION WAS COMPLETED AS OF SEPTEMBER 30, 2015. SCHEDULE K PART IV COLUMN D, LINE 2C AN ARBITRAGE REBATE CALCULATION WAS COMPLETED AS OF SEPTEMBER 30, 2015. SCHEDULE K PART IV, COLUMN D, LINE 4C AT THE TIME OF ISSUE, THE CAREGROUP OBLIGATED GROUP ENTERED INTO THREE FLOATING-TO-FIXED INTEREST RATE SWAPS, TWO OF WHICH HAD 21 YEAR MATURITY DATES AND THE THIRD HAD A 20 YEAR MATURITY. THESE HEDGES WERE TERMINATED IN 2008. A MA HLTH & ED FAC AUTH 042456011 57586CDK8 2004-08-12 187125000 REFUND ISSUES DATED 11/09/94 0 0 0 A 157025000 187125000 1796643 7991727 177336630 1 0 1 1 A 0 0 1 0 1 1 CITI BANK 21.000000000000 0 1 0 0 1 A 1 FORM 990, PART I, LINE 1 MISSION STATEMENT THE PURPOSE OF CAREGROUP, INC. (CAREGROUP) IS TO OVERSEE THE FINANCIAL WELL-BEING OF THE AFFILIATED ENTITIES WHICH MAKE UP THE CAREGROUP SYSTEM. FORM 990, PART III, LINE 1 MISSION STATEMENT 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 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) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. 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 POOLED AND 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 12: 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, 2015. 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 AFFILIATE, 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 2014 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 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 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. FOR THIS SAME PERIOD, CAREGROUP ALSO SERVED AS THE SOLE MEMBER AND A SUPPORT ORGANIZATION OF NEW ENGLAND BAPTIST HOSPITAL (NEBH) AND MOUNT AUBURN HOSPITAL (MAH), WHICH IN TURN SERVE AS THE SOLE MEMBER OF NEW ENGLAND BAPTIST MEDICAL ASSOCIATES (NEBMA) AND MOUNT AUBURN PROFESSIONAL SERVICES (MAPS), RESPECTIVELY. 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 11 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 A COMPENSATION COMMITTEE THAT WAS COMPOSED OF MEMBERS OF THE BOARD OF DIRECTORS AND DURING THE FISCAL YEAR, THE RESPONSIBILITIES OF THE COMPENSATION COMMITTEE WERE ASSUMED BY THE EXECUTIVE COMMITTEE, ANOTHER 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 XII, QUESTION 2B, 2C AND 2D FINANCIAL STATEMENTS AND COMMITTEE OVERSIGHT AS PREVIOUS REPORTED IN THIS FILING, CAREGROUP, INC. IS A PUBLIC CHARITY EXEMPT FROM INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. ALSO AS PREVIOUSLY NOTED, THE FINANCIAL RECORDS OF CAREGROUP, INC. ARE AUDITED EACH YEAR AS PART OF THE CAREGROUP, INC. AND AFFILIATES CONSOLIDATED AUDITED FINANCIAL STATEMENT PROCESS, AND FOR THE PERIOD COVERED BY THIS FILING THE BOSTON, MA OFFICE OF KPMG ISSUED AN UNQUALIFIED OPINION ON THESE FINANCIAL STATEMENTS. THIS PROCESS IS MONITORED AND REVIEWED INTERNALLY BY THE CAREGROUP, INC. AUDIT COMMITTEE. 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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