Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Partners HealthCare System Inc
Employer identification number
04-3230035
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
291,715,447
222,666,904
197,858,081
295,077,034
159,546,959
1,166,864,425
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
4
Total. Add lines 1 through 3
291,715,447
222,666,904
197,858,081
295,077,034
159,546,959
1,166,864,425
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
0
6
Public support. Subtract line 5 from line 4.
1,166,864,425
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
291,715,447
222,666,904
197,858,081
295,077,034
159,546,959
1,166,864,425
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
21,763,893
19,377,376
19,902,859
20,177,295
14,350,212
95,571,635
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
0
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
0
11
Total support (Add lines 7 through 10).
1,262,436,060
12
Gross receipts from related activities, etc. (see instructions)
..................
12
2,723,887,644
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
92.430 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
91.699 %
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Partners HealthCare System Inc
Employer identification number
04-3230035
Return Reference
Explanation
Form 990, Part III, Line 4a
Statement of Program Service Accomplishments PARTNERS HEALTHCARE SYSTEM, INC., (PARTNERS) ESTABLISHED IN MARCH 1994, IS THE CORPORATION OVERSEEING THE AFFILIATION OF BRIGHAM AND WOMEN'S HEALTH CARE, THE MASSACHUSETTS GENERAL HOSPITAL, NSMC HEALTHCARE, INC., NEWTON-WELLESLEY HEALTH CARE SYSTEM, INC., PARTNERS CONTINUING CARE, INC. AND NEIGHBORHOOD HEALTH PLAN, INC. PARTNERS IS DEVELOPING AN INTEGRATED HEALTH CARE DELIVERY SYSTEM THROUGHOUT THE REGION THAT OFFERS PATIENTS A CONTINUUM OF COORDINATED, HIGH-QUALITY CARE. THE SYSTEM INCLUDES PRIMARY CARE PHYSICIANS AND SPECIALISTS, COMMUNITY HOSPITALS, THE TWO FOUNDING ACADEMIC MEDICAL CENTERS (MGH AND BWH) AND OTHER HEALTH-RELATED ENTITIES. PARTNERS IS CREATING A FRAMEWORK IN WHICH ALL ASPECTS OF THE HEALTH CARE DELIVERY SYSTEM ARE COORDINATED BETWEEN AND AMONG PROVIDERS AND FACILITIES. PARTNERS IMPROVES THE QUALITY OF HEALTH CARE AND FURTHER SERVES THE PUBLIC AT LARGE BY SUPPORTING ITS MEMBER ORGANIZATIONS SO THAT THEY MAY PURSUE THEIR TEACHING AND RESEARCH MISSIONS. THE MEMBER ORGANIZATIONS OF PARTNERS HAVE JOINED TOGETHER IN A COMMITMENT TO SERVE THE COMMUNITY. TOGETHER, THESE ORGANIZATIONS ARE DEDICATED TO ENHANCING PATIENT CARE, TEACHING AND RESEARCH, AND TO TAKING A LEADERSHIP ROLE AS AN INTEGRATED HEALTH CARE SYSTEM. Partners is committed to leading the way in designing integrated patient and family-centered care with the goals of enhancing the quality of patient care and slowing the increase in health care costs. Partners has launched a series of strategic initiatives to redesign care with an emphasis on improving quality and affordability. Multi-disciplinary teams from Partners and from Partners HealthCare hospitals were assembled to develop and implement strategies for change, focusing on the following key areas: Care Redesign: initiatives that seek improvement in patient quality and outcomes while reducing the cost to deliver those outcomes. Patient Affordability: initiatives to manage cost growth and reduce per unit costs in direct patient care and overhead. Additional and ongoing initiatives include the following: Promoting payment systems that support more integrated, patient-centered care. Providing population health management for the sickest patient groups. Delivering safety across the continuum of care. Redesigning primary care. Maximizing the use of new information technology. PLEASE VISIT HTTP://WWW.PARTNERS.ORG/ABOUT/PHILANTHROPY/COMMITMENT-TO-GIVING/DEFAULT.AS PX FOR MORE INFORMATION ABOUT SPECIFIC PARTNERS' PROGRAMS AND INITIATIVES.
Part VI, Section A, Line 1a
Executive Committee The Executive Committee has all of the responsibilities and authority of the Directors during intervals between meetings of the Directors except for the powers specified in Section 55 of Massachusetts General Laws, Chapter 156B. The Committee consists of three to five Directors of the Corporation appointed annually by the Board of Directors.
Part VI, Section A, Line 1b
Independent Voting Board Members Partners HealthCare System, Inc. seeks to have a Board that is composed of individuals with the requisite expertise and community representation so that it may effectively govern. During this reporting period, some members of the Board, who contribute important expertise and diverse perspective, may have been affiliated with an organization that was involved in a transaction reported on Schedule L. In some instances, these transactions involved essential products and services for which the vendor chosen was a leading national or regional source. Three such vendors are nationally-known suppliers of health-care and/or research-related products; another is a primary regional supplier of electricity. In addition, Two Board members sit on the Board of our jointly-owned captive liability insurance company. As described on this Schedule O, Partners HealthCare System, Inc. has a conflict of interest policy to address instances where Partners HealthCare System, Inc. may be involved, directly or indirectly, in a transaction with a member of the Board. This policy protects against undue influence by Board members and assists the Board in making decisions that are in the best interests of Partners HealthCare System, Inc.
Form 990, Part VI, Section A, Line 2
Business and Family Relationships Peter Markell & Richard Holbrook - Business Relationship G. Marshall Moriarty, Peter Markell & Edward Lawrence - Business Relationship Charles Gifford & Anne Finucane - Business Relationship
Form 990, Part VI, Section A, Lines 7a&b
Decisions of Governing Body Subject to Member Approval Pursuant to the corporate bylaws of the organization, the authority for the following actions is reserved to the members of the organization: - Members shall determine the number of PHS Directors and shall elect PHS Directors. Members may, by a vote, increase the number of PHS directors. Members may decrease the number of PHS Directors, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more elected PHS Directors. - Members may remove a PHS Director with or without cause by vote. - Members may amend PHS bylaws in whole or in part or may repeal and adopt new bylaws. Members may adopt, amend or repeal any Bylaw, including any Bylaws adopted, amended or repealed by the Directors. Pursuant to the laws of Massachusetts, the authority for the following actions is reserved to the member of the organization: - Amend or restate the Articles of Organization - Consolidation or merger - Sale, lease, exchange or disposition of all or substantially all of the organizations property or assets.
Form 990, Part VI, Section B, Line 11b
Form 990 Review The Form 990 was prepared and reviewed by the Partners HealthCare System, Inc. (PHS) Tax Department. Certain key sections were also reviewed by the PHS Executive Vice President of Administration and Finance, CFO and Treasurer; and by the PHS General Counsel. The Executive Vice President of Administration and Finance, CFO and Treasurer reviewed and signed the Form 990. The compensation disclosures were presented to and discussed with the PHS Compensation Committee at the May 5, 2015 meeting. The process for preparing and reviewing Form 990 was discussed at the May 13, 2015 meeting of the Audit Committee of the PHS Board of Directors. The final filing version of the Form 990 was provided to each voting Board member prior to filing.
Form 990, Part VI, Section B, Line 12c
Conflict of Interest Policy For purposes of its annual tax filing, Partners HealthCare has an annual questionnaire process for obtaining information on interests that may give rise to conflicts from all officers, directors, trustees and key employees. In addition, in connection with Partners' Conflict of Interest Policy, the Partners Office for Interactions with Industry and Office of General Counsel work together to periodically distribute, collect and review disclosure statements from these individuals. The information on each such disclosure is reviewed by each individual's supervisor (who in the case of directors and trustees is deemed to consist of the Chairman of the Board and the entity's President/CEO, who review the disclosures with the assistance of the General Counsel or attorney representatives of his office). Partners has a Conflict of Interest Policy that applies to all entities in the system, and which is designed to: (1) identify relationships and conduct that create either conflicts of interest or conflicts of commitment; (2) establish a system for disclosing and resolving potential conflicts; and (3) ensure that transactions are negotiated at arm's length and that payments are at fair market value. Under our policy, when a conflict arises, the individual associated with the outside entity in question must provide full disclosure and completely recuse him/herself from any institutional decision-making about the transaction. In appropriate circumstances, (i) the Corporation must consider at least two alternative disinterested competitive proposals; or must determine that two such competitive proposals do not exist or that it would be impractical to elicit or consider such competitive proposals; and (ii) the Corporation must determine that, notwithstanding the apparent conflict, the transaction is fair and reasonable to the Corporation and is in the best interests of the Corporation. A written record must be made of these determinations. Furthermore, transactions that present particularly significant conflicts are reviewed by an independent committee of Partners, which review is also documented. Conflicts of commitment by the Partners President and CEO are addressed by requiring outside activities to be approved by the Partners Board Chair.
Form 990, Part VI, Line 15b
Process for Determining Compensation The organization has a board level compensation committee that reviews and approves the compensation for all listed officers and key employees except the Secretary. The committee is comprised of members of the board who are not employed by the organization, and no member may participate in the review and approval of compensation if the member has a conflict of interest with respect to that compensation arrangement. The committee relies on data, provided by an independent compensation consultant, which includes comparable compensation for similarly qualified persons, in functionally comparable positions, at similarly situated organizations. The deliberations and decisions of the committee are documented in minutes of the meeting. This review process occurs on an annual basis.
Part VI, Section C, Line 19
Public Availability of Financial Statements and Governing Documents The Organization's governing documents are filed with the Massachusetts Secretary of State and the Financial Statements are filed with the Massachusetts Attorney General, all of which are open to public inspection. The Organization's conflict of interest policy is available on the Organization's website.
Part XI, Line 9
Other Changes in Net Assets or Fund Balances Other changes in net assets or fund balances relate to: -Change in funded status of defined benefit plans $(2,981,028) -Equity Investment Activity $4,978,823 -Change in fair value of hedging interest rate swaps $35,523,275 Total $37,521,070
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.