2026-08-12T09:58:33-05:00 2025-09-30 861065772 DELOITTE TAX LLP 2 JERICHO PLAZA JERICHO NY 11753 990 2024-10-01 042105941 BAYSTATE HEALTH INC BAYS 4137940000 759 CHESTNUT STREET SPRINGFIELD MA 01199 LAURIE MARTIN CFO & TREASURER 4137940000 2026-08-06 1 0 KRISTIN RUFFINI P00741491 5169187000 2024 2025-03-06 01:10:19Z LAURIE MARTIN 759 CHESTNUT STREET SPRINGFIELD MA 01199 20092408 0 X WWW.BAYSTATEHEALTH.ORG X 1983 MA THE MISSION OF THE ORGANIZATION IS TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITIES EVERY DAY, WITH QUALITY AND COMPASSION. 20 16 0 17 3135703 1051166 8708026 3432208 9324808 10335572 8020597 3934803 1287731 611337 27341162 18313920 399721 178486 0 0 289856 307000 0 0 0 21956520 21771650 22646097 22257136 4695065 -3943216 260600991 276364606 147154405 166363121 113446586 110001485 X THE MISSION OF THE ORGANIZATION IS TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITIES EVERY DAY, WITH QUALITY AND COMPASSION. 0 0 15750096 178486 10335572 BAYSTATE HEALTH, INC. (BAYSTATE HEALTH OR BH) BASED IN SPRINGFIELD, MASSACHUSETTS IS THE PARENT CORPORATION OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM WITH THE MISSION "TO IMPROVE THE HEALTH OF THE PEOPLE IN OUR COMMUNITY EVERY DAY, WITH QUALITY AND COMPASSION." BH PROVIDES FUNDING FOR STRATEGIC INITIATIVES, AS NECESSARY, FUNDING FOR RESEARCH & EDUCATION INITIATIVES AND SUPPORT OF COMMUNITY HEALTH, DEVELOPMENT, AND OUTREACH ACTIVITIES, MOSTLY FUNDED BY BH BOARD-DESIGNATED FUNDS. PUBLIC HEALTH INSTITUTE OF WESTERN MASSACHUSETTS, FORMERLY PARTNERS FOR A HEALTHIER COMMUNITY, IS THE PRIMARY RECIPIENT OF BH SUPPORT. (SEE SCHEDULE O) BAYSTATE HEALTH CURRENTLY INCLUDES THE FOLLOWING: BAYSTATE MEDICAL CENTER (BMC), LOCATED IN SPRINGFIELD, MASSACHUSETTS, IS THE LARGEST OF THE FOUR HOSPITALS IN THE BAYSTATE HEALTH SYSTEM. BMC, THE LEADING HEALTH FACILITY IN WESTERN MASSACHUSETTS, IS THE ONLY TERTIARY CARE REFERRAL MEDICAL CENTER AND LEVEL I TRAUMA CENTER IN THE REGION. IT IS ALSO HOME TO WESTERN NEW ENGLAND'S ONLY NEONATAL AND PEDIATRIC INTENSIVE CARE UNITS. BMC IS A 716-BED, TAX EXEMPT, NOT-FOR-PROFIT, ACADEMIC TEACHING HOSPITAL. BAYSTATE FRANKLIN MEDICAL CENTER (BFMC), LOCATED IN GREENFIELD, MASSACHUSETTS, IS A 89-BED, TAX EXEMPT, NOT-FOR-PROFIT, ACUTE CARE COMMUNITY HOSPITAL. BFMC SERVES THE NORTHERN TIER OF NORTHWESTERN MASSACHUSETTS AND SOUTHERN VERMONT. BAYSTATE WING HOSPITAL CORPORATION (BWH), LOCATED IN PALMER, MASSACHUSETTS, IS A 46-BED, TAX-EXEMPT, NOT-FOR-PROFIT, ACUTE CARE COMMUNITY HOSPITAL. BAYSTATE TOTAL HOME CARE, INC. (BTHC), LOCATED IN SPRINGFIELD, MASSACHUSETTS, IS A TAX EXEMPT, NOT-FOR-PROFIT CORPORATION ORGANIZED TO BENEFIT, SUPPORT AND FURTHER THE CHARITABLE ACTIVITIES OF BMC. BAYSTATE NOBLE HOSPITAL, INC. (BNH), LOCATED IN WESTFIELD, MASSACHUSETTS, IS A 85-BED TAX-EXEMPT, NOT-FOR-PROFIT ACUTE CARE COMMUNITY HOSPITAL. BNH PROVIDES INPATIENT, OUTPATIENT AND EMERGENCY CARE SERVICES FOR RESIDENTS IN THE GREATER WESTFIELD COMMUNITY. BAYSTATE MEDICAL PRACTICES, INC. (BMP) IS A MULTI-SPECIALTY ACADEMIC GROUP PRACTICE ESTABLISHED AS A TAX EXEMPT, NOT-FOR-PROFIT ORGANIZATION TO SUPPORT THE EDUCATIONAL AND RESEARCH PROGRAMS OF BAYSTATE HEALTH AS WELL AS NUMEROUS COMMUNITY PRIMARY CARE AND OUTREACH SERVICES. VISITING NURSE ASSOCIATION AND HOSPICE OF WESTERN NEW ENGLAND, INC. (BVNAH) IS A TAX EXEMPT, NOT-FOR-PROFIT ORGANIZATION THAT PROVIDES COMPREHENSIVE HOME HEALTH CARE COMMITTED TO PROVIDING THE HIGHEST QUALITY CARE TO PATIENTS AND FAMILIES, PRIMARILY IN THE HOME SETTING. BVNAH MEETS INDIVIDUAL NEEDS BY BRINGING EXPERIENCED NURSES, REHABILITATION THERAPISTS, SOCIAL WORKERS, AND HOME CARE AIDES TO PATIENTS' HOMES. HEALTH NEW ENGLAND, INC. (HNE) IS A TAX EXEMPT, NOT-FOR-PROFIT HEALTH MAINTENANCE ORGANIZATION. IT IS LOCATED IN SPRINGFIELD, MASSACHUSETTS. HNE'S SERVICE AREA IN MASSACHUSETTS INCLUDES FRANKLIN, BERKSHIRE, HAMPDEN AND HAMPSHIRE COUNTIES AND PART OF WORCESTER COUNTY. HNE ALSO SERVES HARTFORD, LITCHFIELD AND TOLLAND COUNTIES IN CONNECTICUT. BAYSTATE ADMINISTRATIVE SERVICES, INC. (BAS) IS A TAX EXEMPT, NOT-FOR-PROFIT CORPORATION THAT PROVIDES MANAGEMENT SUPPORT FOR THE BH SUBSIDIARIES, INCLUDING HUMAN RESOURCES, MARKETING, STRATEGIC PLANNING, INFORMATION SERVICES AND FINANCIAL SERVICES. BAYSTATE HEALTH FOUNDATION, INC. (BHF) IS A TAX EXEMPT, CHARITABLE ORGANIZATION ESTABLISHED FOR THE PURPOSE OF FUND-RAISING FOR HEALTHCARE RELATED ACTIVITIES, IN SUPPORT, AND FOR THE BENEFIT, OF BH AND THOSE SUBSIDIARIES OF BH THAT ARE TAX EXEMPT, NOT-FOR-PROFIT CORPORATIONS, AND TO HOLD ENDOWMENT, CHARITABLE DONATIONS, AND OTHER FUNDS FOR THEIR BENEFIT. INGRAHAM CORPORATION (IC) IS A FOR-PROFIT, TAXABLE CORPORATION WHOSE MAIN PURPOSE IS FACILITY SUPPORT SERVICES. BAYSTATE HEALTH INSURANCE COMPANY, LTD. (BHIC) IS A CAPTIVE INSURANCE COMPANY ORGANIZED AND LICENSED IN THE CAYMAN ISLANDS, BRITISH WEST INDIES. BHIC PROVIDES PROFESSIONAL LIABILITY AND OTHER INSURANCE COVERAGE TO BH AND ITS CORPORATE AFFILIATES AND THEIR EMPLOYEES. BHIC ALSO OFFERS MALPRACTICE INSURANCE TO MEMBERS OF BH'S MEDICAL STAFF WHO MEET CRITERIA FOR PARTICIPATION. 15750096 1 1 0 1 0 0 0 0 0 1 1 1 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 41 0 1 0 1 1 1 CJ 0 0 0 0 0 0 0 0 0 0 X 20 16 1 1 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 1 1 CA MA X LAURIE MARTIN BAYSTATE HEALTH INC 4137940000 759 CHESTNUT STREET SPRINGFIELD MA 01199 PETER D BANKO TRUSTEE/PRESIDENT & CEO - BH 35.00 15.00 X X 0 1514715 233002 NICOLAS JABBOUR MD TRUSTEE/CHAIR DEPT. OF SURGERY 1.00 5.00 X 1055742 0 61744 AKINYELE K LOVELACE DO VICE CHAIR (AS OF 1/1/25)/TTEE/PER DIEM INTERNIST 1.00 50.00 X 92520 0 1388 SARA ROURKE MD TTEE/PER DIEM URGENT CARE PHYSICIAN 1.00 49.00 X 31125 0 467 COLLEEN W HOLMES VICE CHAIR (TO 1/1/25)/CHAIR (AS OF 1/1/25)/TTEE 2.00 6.00 X X 0 0 0 ANTONIO E DOS SANTOS TRUSTEE 1.00 5.00 X 0 0 0 CLAUDIA R COPLEIN DO TRUSTEE 1.00 5.00 X 0 0 0 DENISE R JORDAN TRUSTEE 1.00 5.00 X 0 0 0 HARRIET A DEVERRY TRUSTEE, CHAIR (THRU 1/1/25) 2.00 6.00 X 0 0 0 IRENE RODRIGUEZ-MARTIN TRUSTEE 1.00 5.00 X 0 0 0 JULIE QUINK TRUSTEE 1.00 5.00 X 0 0 0 KEITH NESBITT TRUSTEE (AS OF 1/1/25) 1.00 5.00 X 0 0 0 LINDA THOMPSON TRUSTEE 1.00 5.00 X 0 0 0 MADELINE LANDRAU TRUSTEE 1.00 6.00 X 0 0 0 MARIA P GONCALVES TRUSTEE 1.00 6.00 X 0 0 0 MARK A O'CONNELL TRUSTEE 1.00 5.00 X 0 0 0 PAUL C PICKNELLY TRUSTEE 1.00 5.00 X 0 0 0 RICHARD BOSSIE TRUSTEE 1.00 5.00 X 0 0 0 ROBERT J BACON TRUSTEE (THRU 12/31/24) 1.00 5.00 X 0 0 0 RUTH H CONSTANTINE TRUSTEE 1.00 5.00 X 0 0 0 WILLIAM R WEBBER TRUSTEE 1.00 5.00 X 0 0 0 RAYMOND MCCARTHY SVP, CFO & TREAS BH (THRU 4/22/25) 10.00 40.00 X 0 1279577 56058 LAURIE MARTIN CFO & TREASURER - BH (AS OF 4/22/25) 10.00 40.00 X 0 387373 55232 KRISTIN R DELANEY CLERK/DIRECTOR STRATEGY 34.00 16.00 X 0 181047 28986 NANCY REMILLARD ASST. CLERK OF THE CORP 1.00 49.00 X 0 62538 14312 MARK A KEROACK MD FORMER TRUSTEE/PRESIDENT & CEO - BH 0.00 0.00 X 0 1554650 33050 1179387 4979900 484239 0 1 1 1 MCDERMOTT WILL EMERY PO BOX 931464 ATLANTA GA 91193 LEGAL SERVICES 2475967 LAW OFFICES OF THOMAS F MURPHY 20 MAPLE ST STE 301 SPRINGFIELD MA 01103 LEGAL SERVICES 1750000 BAYSTATE ADMINISTRATIVE SERVICES IN 759 CHESTNUT STREET SPRINGFIELD MA 01199 MANAGEMENT AND IT SERVICES 1211184 LUBIN MEYER PC 28 STATE ST BOSTON MA 02109 LEGAL SERVICES 1000000 PEOPLE RESULTS 3290 W BIG BEAVER STE 142 TROY MI 48084 CONSULTING SERVICES 998847 19 3297283 134925 3432208 SUBPART F CAPTIVE INSU 525990 5115515 5115515 PREMIER INVEST INCOME 525990 3705461 3705461 MD DUES/FEES 621110 756466 756466 CPIP ADMIN REVENUE 531120 305000 305000 INTERCOMPANY RENT 621110 300972 300972 152158 16951 135207 10335572 3037574 2272743 764831 2675717 1778488 897229 897229 897229 LOANS-PRINCIPAL PMTS 561499 489556 489556 FED. TAX REFUND 621110 93492 93492 MA STATE TAX REFUND 621110 28289 28289 611337 18313920 4478878 3135703 7267131 X 178486 178486 307000 307000 3341849 3341849 67642 67642 376000 376000 16236 16236 6080826 5233194 847632 177 177 9883 2364 7519 10077 10077 868 868 13175 13175 55667 1399 54268 1758704 1758704 1211184 1117414 93770 17360 17360 5461 5461 STRATEGIC INITIATIVES 8286923 8286923 INCOME TAX EXPENSE 265000 265000 RESEARCH INITIATIVES 176800 176800 PROFESSIONAL DEVELOPMEN 22698 22698 55120 24389 30731 22257136 15750096 6507040 0 13676401 14475870 615384 609840 4722158 3308397 522042 306681 59124 215361 18299388 21188052 156417307 168923463 4132000 4132000 62679229 63511623 260600991 276364606 2156359 6509613 0 28668594 28049408 116329452 131804100 147154405 166363121 X 70853520 65518209 42593066 44483276 113446586 110001485 260600991 276364606 X -3943216 5752025 -5253910 X 0 1 X 1 0 X 10455409 14697185 13635105 8708026 3432208 50927933 10455409 14697185 13635105 8708026 3432208 50927933 50927933 258089 1762263 5404475 5320398 3037574 15782799 1552249 3320 676029 199507 1051166 3482271 177275 71602 951750 1287512 489556 2977695 73170698 20209282 0.69600 0.77720 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2020 AMOUNT: $ 177,275. 2021 AMOUNT: $ 71,602. 2022 AMOUNT: $ 951,750. 2023 AMOUNT: $ 1,287,512. 2024 AMOUNT: $ 489,556. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 376000 376000 0 PART II-B, LINE 1: BH PAID RAUSCHENBACH ASSOCIATES, PHILIP W. JOHNSTON, ASSOCIATES, CAPITOL COUNCIL, LLC, BUONICONTI & MCCARY, LLC, J WAGNER STRATEGIES, LLC, BRIAN P. LEES AND SMITH COSTELLO & CRAWFORD FOR LOBBYING ACTIVITIES RELATED TO HEALTHCARE POLICY, LEGISLATION, AND APPROPRIATIONS AS WELL AS TECHNICAL AND STRATEGIC ADVICE FOR THE HEALTHCARE SYSTEM. 25164994 120717 1324524 26610235 21650767 162334 3351893 25164994 20491040 261980 897747 21650767 26196508 114822 -5820290 20491040 21989215 113781 4093512 26196508 1.00000 0 1 1 59124 59124 233233 233233 0 18589 18589 0 211096 54859 156237 215361 457B PLAN ASSETS 106738945 F INVESTMENTS - OTHER SECURITIES 10479228 F INVESTMENT IN UNCONSOLIDATED AFFILIATES 2367964 F INVESTMENT IN SUBSIDIARIES (INGRAHAM, WING AND NOBLE) 49337326 F 168923463 DUE FROM AFFILIATED COMPANIES 5341538 AFFILIATE LINE OF CREDIT 20000000 INTEREST IN NET ASSETS OF BHF 38170085 63511623 76392 DUE TO AFFILIATED COMPANIES 21280568 DUE TO BOARD-DESIGNATED FUNDS 1359957 INSURANCE RESERVES 2348238 DEFERRED COMPENSATION OBLIGATIONS 106738945 131804100 PART V, LINE 4 ENDOWMENT ASSETS ARE TO PROVIDE FUNDING TO SUPPORT PROGRAMS THAT FURTHER BAYSTATE HEALTH'S MISSION. CENTRAL AMERICA AND THE CARIBBEAN 0 0 UNRELATED TRADE OR BUSINESS INSURANCE 23541868 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 39658247 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS 404770 0 0 0 0 0 0 63604885 0 63604885 1 0 1 1 1 0 PART I, LINE 3: ACTUAL CASH TRANSFERS FOR UNRELATED INSURANCE ACTIVITY AND MARKET VALUE FOR INVESTMENT CAPITAL BALANCES. PART I, LINE 3: EXPENDITURES OF $23,541,868 IN THE CARIBBEAN ARE COMPRISED OF INSURANCE RELATED CASH TRANSFERS OF $23,421,868 AND BAYSTATE HEALTH'S BOOK VALUE OF THE $120,000 BHIC INVESTMENT. 1 BAYSTATE HEALTH FOUNDATION INC 759 CHESTNUT STREET SPRINGFIELD MA 01199 043549011 501(C)(3) 65000 0 TO SUPPORT THE HEALTH SCIENCES LIBRARY. BAYSTATE HEALTH FOUNDATION INC 759 CHESTNUT STREET SPRINGFIELD MA 01199 043549011 501(C)(3) 30000 0 TO SUPPORT THE PHYSICIAN WELLNESS FUND. BAYSTATE MEDICAL CENTER INC 759 CHESTNUT STREET SPRINGFIELD MA 01199 042790311 501(C)(3) 15000 0 TO PROMOTE POLICIES, PRACTICES, AND PROGRAMS THAT SUPPORT WOMEN'S ORGANIZATIONAL ADVANCEMENT AT BAYSTATE. 3 0 PART I, LINE 2: GRANTEES ARE SELECTED THAT PROMOTE OR SUPPORT HEALTHCARE ADVANCEMENT OBJECTIVES AND COMMUNITY REVITALIZATION. PROPOSED CANDIDATES GO THROUGH A MANAGEMENT APPROVAL PROCESS. X X X X 0 1 0 0 0 0 0 0 0 PETER D BANKO TRUSTEE/PRESIDENT & CEO - BH 0 988761 0 514000 0 11954 0 214052 0 18950 0 1747717 0 0 MARK A KEROACK MD FORMER TRUSTEE/PRESIDENT & CEO - BH 0 782776 0 461744 0 310130 0 18975 0 14075 0 1587700 0 4350 RAYMOND MCCARTHY SVP, CFO & TREAS BH (THRU 4/22/25) 0 719349 0 309758 0 250470 0 29325 0 26733 0 1335635 0 4350 NICOLAS JABBOUR MD TRUSTEE/CHAIR DEPT. OF SURGERY 792778 0 172092 0 90872 0 22425 0 39319 0 1117486 0 0 0 LAURIE MARTIN CFO & TREASURER - BH (AS OF 4/22/25) 0 320152 0 58696 0 8525 0 28947 0 26285 0 442605 0 0 KRISTIN R DELANEY CLERK/DIRECTOR STRATEGY 0 165278 0 14257 0 1512 0 12100 0 16886 0 210033 0 0 AKINYELE K LOVELACE DO VICE CHAIR (AS OF 1/1/25)/TTEE/PER D 92520 0 0 0 0 0 1388 0 0 0 93908 0 0 0 SARA ROURKE MD TTEE/PER DIEM URGENT CARE PHYSICIAN 31125 0 0 0 0 0 467 0 0 0 31592 0 0 0 PART I, LINE 3: THE COMPENSATION OF THE PRESIDENT AND CEO IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF THE FILING ORGANIZATION. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE PRESIDENT AND CEO 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 HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. AND ALL SUCH DELIBERATIONS AND DECISIONS ARE DOCUMENTED CONTEMPORANEOUSLY. PART I, LINE 4B: PETER D. BANKO - SUPPLEMENTAL RETIREMENT OF $196,802 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2024. NICHOLAS JABBOUR, MD - SUPPLEMENTAL RETIREMENT OF 49,500 IS INCLUDED IN COLUMN B. THIS AMOUNT WAS EARNED AND PAID IN 2024. SUPPLEMENTAL RETIREMENT OF $5,175 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2024. MARK A. KEROACK, MD - SUPPLEMENTAL RETIREMENT OF $198,902 IS INCLUDED IN COLUMN B. THIS AMOUNT CONSISTS OF $194,552 EARNED AND PAID IN 2024 AND $4,350 THAT WAS PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN PRIOR YEARS FORMS 990 AND THAT IS CURRENTLY REPORTED AS TAXABLE INCOME. THE AMOUNT IS LISTED IN COLUMN F IN ACCORDANCE WITH REPORTING REQUIREMENTS. LAURIE MARTIN - SUPPLEMENTAL RETIREMENT OF 5,108 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2024. RAYMOND MCCARTHY - SUPPLEMENTAL RETIREMENT OF $194,402 IS INCLUDED IN COLUMN B. THIS AMOUNT CONSISTS OF $190,052 EARNED AND PAID IN 2024 AND $4,350 THAT WAS PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN PRIOR YEARS FORMS 990 AND THAT IS CURRENTLY REPORTED AS TAXABLE INCOME. THE AMOUNT IS LISTED IN COLUMN F IN ACCORDANCE WITH REPORTING REQUIREMENTS. SUPPLEMENTAL RETIREMENT OF $5,175 IS INCLUDED IN COLUMN C. THIS AMOUNT WAS EARNED IN 2024. FORM 990, PART VI, SECTION A, LINE 1A THE FILING ORGANIZATION HAS A STANDING EXECUTIVE COMMITTEE, WHICH IS ENTITLED TO ACT BETWEEN MEETINGS OF THE BOARD, ON ALL MATTERS AS TO WHICH THE BOARD IS ENTITLED TO ACT AND PERMITTED BY LAW TO DELEGATE TO A COMMITTEE. 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) PETER BANKO AND DENISE JORDAN. FORM 990, PART VI, SECTION A, LINE 3 BAYSTATE HEALTH, INC IS AFFILIATED WITH BAYSTATE ADMINISTRATIVE SERVICES, INC. (BAS) WHICH IS A 501(C)(3) ORGANIZATION. INFORMATION TECHNOLOGY, HUMAN RESOURCES, FINANCE, TREASURY, ACCOUNTING AND OTHER MANAGEMENT AND SUPPORT FUNCTIONS ARE DELEGATED TO BAS. FORM 990, PART VI, SECTION A, LINE 4 THERE WAS AN AMENDMENT TO THE CORPORATE BYLAWS OF BAYSTATE HEALTH, INC. (BH): TO REMOVE THE REQUIREMENT OF THE SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF THE CORPORATION SERVING AS AN EX OFFICIO MEMBER OF THE FINANCE COMMITTEE AND INVESTMENT COMMITTEE, AND REMOVE THE REQUIREMENT OF THE SENIOR VICE PRESIDENT AND CHIEF QUALITY OFFICER OF THE CORPORATION SERVING AS AN EX OFFICIO MEMBER OF THE QUALITY COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11B PRIOR TO FILING THE FORM 990, APPROPRIATE SECTIONS WERE REVIEWED BY THE TAX, FINANCE, AND HUMAN RESOURCES AREAS OF BAYSTATE HEALTH, INC. AND BY OUTSIDE LEGAL COUNSEL. THE FORM 990 WAS ALSO REVIEWED BY TAX EXPERTS FROM AN INDEPENDENT ACCOUNTING FIRM AND SIGNED-OFF AS A PAID PREPARER. THE PROCESS, KEY AREAS AND ANY NEW CHANGES WERE REVIEWED PRIOR TO FILING WITH THE BAYSTATE HEALTH AUDIT AND COMPLIANCE COMMITTEE (ACC), WHICH IS COMPOSED OF TRUSTEES OF THE FILING ORGANIZATION. THE ACC MEMBERS HAD AN OPPORTUNITY TO ASK QUESTIONS REGARDING THE TAX COMPLIANCE PROCESS AND THE TAX FILINGS IN GENERAL. THE FORM 990 WAS PROVIDED TO ALL MEMBERS OF THE BAYSTATE HEALTH BOARD OF TRUSTEES PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C BAYSTATE HEALTH, INC. (BH) 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 15 THE COMPENSATION OF THE PRESIDENT AND CEO IS PAID BY BAYSTATE ADMINISTRATIVE SERVICES, INC., AN AFFILIATE AND RELATED ORGANIZATION OF THE FILING ORGANIZATION. THE COMPENSATION IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF THE FILING ORGANIZATION. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE PRESIDENT AND CEO 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. THE COMPENSATION OF THE CFO & TREASURER IS PAID BY BAYSTATE ADMINISTRATIVE SERVICES, INC., AN AFFILIATE AND RELATED ORGANIZATION OF THE FILING ORGANIZATION. THE COMPENSATION IS REVIEWED AND DETERMINED ANNUALLY BY THE HUMAN RESOURCES COMMITTEE OF BAYSTATE HEALTH, INC. THIS COMMITTEE CONSISTS ENTIRELY OF INDIVIDUALS SERVING ON THE BOARD OF BAYSTATE HEALTH, INC. THE INDIVIDUALS RESPONSIBLE FOR DELIBERATING THE COMPENSATION ARRANGEMENT FOR THE CFO & TREASURER 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 CFO & TREASURER 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 OF THE FILING ORGANIZATION IS DETERMINED IN ACCORDANCE WITH THE EXECUTIVE COMPENSATION PHILOSOPHY STATEMENT, IN CONSULTATION WITH HUMAN RESOURCES, BASED ON THE BAYSTATE HEALTH BOARD APPROVED BUDGET AND WAGE PROGRAM FOR EACH FISCAL YEAR. FORM 990, PART VI, SECTION C, LINE 19 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 IX, LINE 11G CONSULTING SERVICES - VARIOUS: PROGRAM SERVICE EXPENSES 5,233,194. MANAGEMENT AND GENERAL EXPENSES 847,632. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,080,826. FORM 990, PART XI, LINE 9: SUBPART F INCOME FROM CAPTIVE INSURANCE COMPANY -5,115,515. BHIC CPIP UBTI -135,207. CHANGE IN BENEFICIAL INTEREST - BHF -3,188. PART VII CERTAIN OFFICERS OR TRUSTEES OF THE FILING ORGANIZATION ARE PAID BY 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 IS THEREFORE REPORTED IN LINE 5 AS PAID BY AN UNRELATED ORGANIZATION AND, ACCORDING TO THE INSTRUCTIONS, IS REPORTED AS THOUGH PAID BY THE FILING ORGANIZATION. 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