TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) SCOTT P CORKINS MD........................................................................ TRUSTEE; FAMILY PRACTICE PHYSICIAN	50.00 .......................	X					334,359	0	50,111
(2) CHRISTOPHER R COX DO........................................................................ TRUSTEE; PEDIATRICIAN	50.00 .......................	X					385,299	0	52,584
(3) RICHARD A KAUFF MD........................................................................ TRUSTEE; PEDIATRICIAN	49.00 .......................1.00	X	X				282,381	10,000	49,805
(4) INGRID E KOTCH MD........................................................................ T'EE; PRESIDENT; OB-GYN PHYSICIAN	50.00 .......................	X	X				335,689	0	55,839
(5) SARA J NUCIFORO MD........................................................................ T'EE;CLERK;DIR. OF INTERNAL MEDICINE	32.00 .......................	X					214,992	0	46,645
(6) BENJAMIN C RYAN MD........................................................................ T'EE;TREAS;FAMILY PRACTICE PHYSICIAN	50.00 .......................	X	X				285,255	0	20,319
(7) EDWARD W NALBAND MD........................................................................ CHIEF MEDICAL OFFICER	50.00 .......................		X				380,214	0	43,275
(8) THOMAS E CARROLL........................................................................ CEO	50.00 .......................			X			335,023	0	50,111
(9) MARK FLIEGER........................................................................ CIO	50.00 .......................			X			234,028	0	47,112
(10) PEGGY S HAFKEMEYER........................................................................ COO	50.00 .......................			X			310,460	0	39,340
(11) MICHAEL KAPLAN........................................................................ CFO	50.00 .......................			X			239,881	0	16,040
(12) MARK BULMAN MD........................................................................ SURGEON	50.00 .......................				X		396,449	0	43,275
(13) LISA GIONI DO........................................................................ OB/GYN PHYSICIAN	50.00 .......................				X		412,846	0	41,351
(14) MATTHEW R HJORT MD........................................................................ PEDIATRICIAN	50.00 .......................				X		399,956	0	50,111
(15) TIMOTHY R LYNCH MD........................................................................ INTERNAL MEDICINE PHYSICIAN	50.00 .......................				X		398,642	0	46,067
(16) JOSEPH P SPYCHALSKI MD........................................................................ URGENT CARE PHYSICIAN	50.00 .......................				X		423,931	0	31,288
(17) STANLEY R SACON PHD........................................................................ FORMER CEO	24.00 .......................					X	128,369	0	32,138

(A) Name and business address	(B) Description of services	(C) Compensation
THOMAS J KENNEY MD INC 2110 DORCHESTER AVE BOSTON,MA02124	PHYSICIANS	752,308
SS ORTHOPEDICS LLC 51 PERFORMANCE DR SUITE 300 WEYMOUTH,MA02189	PHYSICIAN	390,036
DOCTORS FOOT CARE GROUP PC 111 WILLARD ST SUITE GC QUINCY,MA02169	PHYSICIANS	278,746
RICHARD F HORAN MD, 850 BOYLSTON ST STE 540 CHESTNUT HILL,MA02169	PHYSICIAN	255,750
TAMSIN KNOX MD, 43 CHESTNUT ST DEDHAM,MA02026	PHYSICIAN	244,972
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 16

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	29,636	29,636
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	4,059,972	2,884,950	1,175,022
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	33,187,146	31,094,237	2,092,909
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	757,463	738,050	19,413
9	Other employee benefits .......	3,988,947	3,606,952	381,995
10	Payroll taxes ...........	2,433,563	2,177,956	255,607
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	650,988		650,988
c	Accounting ...........	48,000		48,000
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	74,801		74,801
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	93,159,734	91,023,447	2,136,287
12	Advertising and promotion ....	33,373		33,373
13	Office expenses .......	1,678,341	921,359	756,982
14	Information technology ......	479,303		479,303
15	Royalties ..
16	Occupancy ...........	5,861,189	5,442,906	418,283
17	Travel ............	63,777	61,336	2,441
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	63,916	63,916
20	Interest ...........	14,446		14,446
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	1,444,628	1,199,982	244,646
23	Insurance ..............	2,051,804	2,051,804
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MEDICAL GOODS/SUPPLIES	4,350,696	4,350,696
b	BAD DEBT EXPENSE	548,909	548,909
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	154,980,632	146,196,136	8,784,496	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............		1
2	Savings and temporary cash investments .........	4,404,389	2	5,889,191
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	3,399,893	4	4,408,462
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		53,848	5	27,912
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............	33,401	8	28,560
9	Prepaid expenses and deferred charges ..........	1,576,331	9	851,045
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	10,705,637
b	Less: accumulated depreciation .....	10b	5,469,150	6,647,587	10c	5,236,487
11	Investments—publicly traded securities ..........	6,481,615	11	5,789,718
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	3,007,662	13	3,719,802
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	3,548,952	15	3,119,791
16	Total assets. Add lines 1 through 15 (must equal line 34)......	29,153,678	16	29,070,968
	17	Accounts payable and accrued expenses .........	18,047,729	17	15,323,667
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	469,788	22	448,105
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	583,080	25	1,216,542
26	Total liabilities. Add lines 17 through 25.........	19,100,597	26	16,988,314
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	10,053,081	27	12,082,654
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	10,053,081	33	12,082,654
34	Total liabilities and net assets/fund balances ........	29,153,678	34	29,070,968

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

Provide the following information about the supported organization(s).

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
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)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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......	113,499,460	127,902,789	131,899,822	131,279,545	156,789,324	661,370,940
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.	113,499,460	127,902,789	131,899,822	131,279,545	156,789,324	661,370,940
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
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.						0
c	Add lines 7a and 7b..						0
8	Public support (Subtract line 7c from line 6.)						661,370,940

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	113,499,460	127,902,789	131,899,822	131,279,545	156,789,324	661,370,940
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	160,317	131,061	209,120	221,768	195,588	917,854
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	160,317	131,061	209,120	221,768	195,588	917,854
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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	113,659,777	128,033,850	132,108,942	131,501,313	156,984,912	662,288,794

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

99.860 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

99.860 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

0.140 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

0.140 %

19a

33 1/3% support tests—2014. 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 ....... right arrow

33 1/3% support tests—2013. 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 .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	6,371,905	1,913,524	4,458,381
d	Equipment ................	436,976	356,519	80,457
e	Other .................	3,896,756	3,199,107	697,649
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				5,236,487

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value
(1) VENTURE 2-BRN, LLC (AT EQUITY)-MRI SERVICES	1,588,030	C
(2) VENTURE 3 - WW, LLC (AT EQUITY) - CATSCAN & ONCOLOGY SERVICES	6,061	C
(3) VENTURE 4-WW2, LLC (AT EQUITY)-IMAGING CENTER	1,519,535	C
(4) VENTURE V-90 LIBBEY, LLC (AT EQUITY)-ENDOSCOPY SUITE	606,176	C





Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	3,719,802

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) DUE FROM RELATED ENTITY - ATRIUS HEALTH, INC.				2,983,483
(2) DUE FROM RELATED ENTITY - SOUTHBORO MEDICAL GROUP, INC.				31,463
(3) SECURITY DEPOSITS				104,845






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				3,119,791

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
PAYABLE TO RELATED ENTITY - HARVARD VANGUARD MEDICAL ASSOCIATES, INC.		1,081,851
PAYABLE TO RELATED ENTITY - GRANITE MEDICAL GROUP, INC.		134,691







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		1,216,542
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
SOUTH SHORE MEDICAL CENTER INC

Employer identification number
04-2297845

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) SOUTH SHORE HOSPITAL 55 FOGG ROAD WEYMOUTH,MA02190	26-4517944	501(C)(3)	7,500	SOUTH SHORE HOSPITAL HOME CARE PROGRAM

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	SCHEDULE I, PART I, LINE 2: SUBSTANTIALLY ALL GRANTS MADE ARE TO WELL KNOWN CHARITIES FOR THE GENERAL PURPOSES OF THE CHARITY; ACCORDINGLY, THE ORGANIZATION'S MONITORING OF GRNATS TO RECIPIENTS IS LIMITED.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1SCOTT P CORKINS MDTRUSTEE; FAMILY PRACTICE PHYSICIAN	(i) (ii)	331,668 ............................... 0	2,400 ............................... 0	291 ............................... 0	13,260 ............................... 0	36,851 ............................... 0	384,470 ............................... 0	0 ............................... 0
2CHRISTOPHER R COX DOTRUSTEE; PEDIATRICIAN	(i) (ii)	382,548 ............................... 0	2,400 ............................... 0	351 ............................... 0	13,260 ............................... 0	39,324 ............................... 0	437,883 ............................... 0	0 ............................... 0
3RICHARD A KAUFF MDTRUSTEE; PEDIATRICIAN	(i) (ii)	279,224 ............................... 10,000	2,400 ............................... 0	757 ............................... 0	13,260 ............................... 0	36,545 ............................... 0	332,186 ............................... 10,000	0 ............................... 0
4INGRID E KOTCH MDT'EE; PRESIDENT; OB-GYN PHYSICIAN	(i) (ii)	332,932 ............................... 0	2,400 ............................... 0	357 ............................... 0	20,229 ............................... 0	35,610 ............................... 0	391,528 ............................... 0	0 ............................... 0
5SARA J NUCIFORO MDT'EE;CLERK;DIR. OF INTERNAL MEDICINE	(i) (ii)	212,072 ............................... 0	2,400 ............................... 0	520 ............................... 0	11,213 ............................... 0	35,432 ............................... 0	261,637 ............................... 0	0 ............................... 0
6BENJAMIN C RYAN MDT'EE;TREAS;FAMILY PRACTICE PHYSICIAN	(i) (ii)	282,637 ............................... 0	2,400 ............................... 0	218 ............................... 0	13,260 ............................... 0	7,059 ............................... 0	305,574 ............................... 0	0 ............................... 0
7EDWARD W NALBAND MDCHIEF MEDICAL OFFICER	(i) (ii)	375,175 ............................... 0	2,400 ............................... 0	2,639 ............................... 0	13,260 ............................... 0	30,015 ............................... 0	423,489 ............................... 0	0 ............................... 0
8THOMAS E CARROLLCEO	(i) (ii)	332,213 ............................... 0	2,400 ............................... 0	410 ............................... 0	13,260 ............................... 0	36,851 ............................... 0	385,134 ............................... 0	0 ............................... 0
9MARK FLIEGERCIO	(i) (ii)	232,712 ............................... 0	400 ............................... 0	916 ............................... 0	12,128 ............................... 0	34,984 ............................... 0	281,140 ............................... 0	0 ............................... 0
10PEGGY S HAFKEMEYERCOO	(i) (ii)	239,123 ............................... 0	70,400 ............................... 0	937 ............................... 0	13,260 ............................... 0	26,080 ............................... 0	349,800 ............................... 0	0 ............................... 0
11MICHAEL KAPLANCFO	(i) (ii)	238,521 ............................... 0	400 ............................... 0	960 ............................... 0	12,237 ............................... 0	3,803 ............................... 0	255,921 ............................... 0	0 ............................... 0
12MARK BULMAN MDSURGEON	(i) (ii)	391,695 ............................... 0	2,400 ............................... 0	2,354 ............................... 0	13,260 ............................... 0	30,015 ............................... 0	439,724 ............................... 0	0 ............................... 0
13LISA GIONI DOOB/GYN PHYSICIAN	(i) (ii)	410,214 ............................... 0	2,400 ............................... 0	232 ............................... 0	13,260 ............................... 0	28,091 ............................... 0	454,197 ............................... 0	0 ............................... 0
14MATTHEW R HJORT MDPEDIATRICIAN	(i) (ii)	397,047 ............................... 0	2,400 ............................... 0	509 ............................... 0	13,260 ............................... 0	36,851 ............................... 0	450,067 ............................... 0	0 ............................... 0
15TIMOTHY R LYNCH MDINTERNAL MEDICINE PHYSICIAN	(i) (ii)	349,615 ............................... 0	47,400 ............................... 0	1,627 ............................... 0	7,410 ............................... 0	38,657 ............................... 0	444,709 ............................... 0	0 ............................... 0
16JOSEPH P SPYCHALSKI MDURGENT CARE PHYSICIAN	(i) (ii)	420,767 ............................... 0	2,400 ............................... 0	764 ............................... 0	13,260 ............................... 0	18,028 ............................... 0	455,219 ............................... 0	0 ............................... 0
17STANLEY R SACON PHDFORMER CEO	(i) (ii)	124,730 ............................... 0	250 ............................... 0	3,389 ............................... 0	3,951 ............................... 0	28,187 ............................... 0	160,507 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 7	DISCRETIONARY BONUSES ARE DETERMINED BY THE BOARD/COMPENSATION COMMITTEE BASED ON ORGANIZATIONAL PERFORMANCE, RESULTS AND OTHER FACTS AND CIRCUMSTANCES THAT ARE REVIEWED IN THEIR ENTIRETY IN ASSURING AND CONFIRMING THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED. COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH MARKET NORMS BASED ON NATIONALLY RECOGNIZED COMPENSATION SURVEYS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION.

Return Reference

Explanation

PART I, LINE 7

DISCRETIONARY BONUSES ARE DETERMINED BY THE BOARD/COMPENSATION COMMITTEE BASED ON ORGANIZATIONAL PERFORMANCE, RESULTS AND OTHER FACTS AND CIRCUMSTANCES THAT ARE REVIEWED IN THEIR ENTIRETY IN ASSURING AND CONFIRMING THE REASONABLENESS OF TOTAL COMPENSATION PROVIDED. COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH MARKET NORMS BASED ON NATIONALLY RECOGNIZED COMPENSATION SURVEYS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Information about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No
(1) PAYABLE TO VAR SSMC PHYSICIANS AT		WORKING CAPITAL	X		707,000	448,105		No	Yes		Yes
(2) CHRISTOPHER COX		PURCHASE NEW RESIDENCE		X	75,000	27,912		No	Yes		Yes




Total ...... $						476,017

Part III

Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2014

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person	(c) Amount of transaction	(d) Description of transaction	Yes	No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

Return Reference	Explanation
STATEMENT 1 - DESCRIPTION OF ORGANIZATION MISSION	FORM 990, PART I, LINE 1 WE CARE FOR PATIENTS COMPASSIONATELY AND EFFECTIVELY, WITH THE HIGHEST MEDICAL AND ETHICAL STANDARDS. WE BUILD A BETTER FUTURE FOR OUR COMMUNITIES THROUGH TEACHING, LEADERSHIP IN HEALTH CARE INNOVATION, AND PHILANTHROPY.
FORM 990, PART VI, SECTION A, LINE 4	EFFECTIVE AS OF JANUARY 1, 2015, SSMC WITHDREW FROM THE ATRIUS HEALTH SYSTEM. SEE SCHEDULE O FOR PART VI, SECTION A, LINES 6 AND 7A.
FORM 990, PART VI, SECTION A, LINE 6	SOUTH SHORE MEDICAL CENTER, INC. ("SSMC") HAS TWO CLASSES OF MEMBERS: THE CORPORATE MEMBER (ATRIUS HEALTH, INC.) - THE CORPORATE MEMBER CAN BE REMOVED ONLY IF SSMC IS REMOVED, BY THE CORPORATE MEMBER, AS A PARTICIPATING ORGANIZATION IN THE ATRIUS HEALTH SYSTEM. THE CORPORATE MEMBER HAS CERTAIN DEFINED APPROVAL RIGHTS OF THE ACTIONS OF THE CORPORATION. BY A WITHDRAWAL AGREEMENT EXECUTED AS OF DECEMBER 31, 2014 TO BE EFFECTIVE JANUARY 1, 2015 BY AND BETWEEN ATRIUS HEALTH INC. AND SSMC, SSMC WITHDREW FROM THE ATRIUS HEALTH SYSTEM AND ATRIUS HEALTH WAS REMOVED AS THE SOLE CORPORATE MEMBER OF SSMC. THE WITHDRAWAL AGREEMENT REQUIRED BOTH PARTIES TO AMEND THEIR RESPECTIVE BY-LAWS FOR THESE CHANGES. THE PHYSICIAN MEMBERS - THE PHYSICIAN MEMBERS ARE NOT MEMBERS OF THE CORPORATION WITHIN THE MEANING OF CHAPTER 180 OF THE MASSACHUSETTS GENERAL LAWS. ELECTION OF NEW PHYSICIAN MEMBERS REQUIRES AN AFFIRMATIVE VOTE OF TWO-THIRDS OF THE VOTING INTEREST OF THE PHYSICIAN MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A	THE BOARD OF TRUSTEES IS COMPRISED OF SIX VOTING TRUSTEES, ALL OF WHOM MUST BE A PHYSICIAN MEMBER. THROUGH DECEMBER 31, 2014, OF THE SIX TRUSTEES, FOUR HAD TO BE APPROVED BY THE CORPORATE MEMBER.
FORM 990, PART VI, SECTION A, LINE 7B	APPLICABLE THROUGH DECEMBER 31, 2014: MOST MAJOR DECISIONS OF THE BOARD MUST BE APPROVED BY SSMC'S CORPORATE MEMBER. THE CORPORATE MEMBER MUST APPROVE ALL BUDGETS, PLANS, AND MATERIAL CHANGES; APPROVE ALL PROGRAM CHANGES; APPROVE ANY AMENDMENT TO THE ARTICLES OF ORGANIZATION AND OR BY-LAWS; APPROVE COMPENSATION STRUCTURES AND RANGES FOR SSMC'S DIRECTORS, PHYSICIANS, SENIOR MANAGERS AND OTHER PROFESSIONALS; AND, IN GENERAL APPROVE ANY OTHER ACTIONS NOT IN THE NORMAL COURSE OF BUSINESS. IN ADDITION TO POWERS PROVIDED BY LAW, THE ARTICLES OF ORGANIZATION AND SSMC'S BY-LAWS, THE CORPORATE MEMBER HAS AUTHORITY TO: (A) LEVY ASSESSMENTS TO COVER THE CORPORATE MEMBER'S COSTS OF OPERATIONS; (B) APPROVE, OR DISAPPROVE, THE SELECTION AND REMOVAL OF FIFTY PERCENT (50%) BUT LESS THAN EIGHTY PERCENT (80%) OF THE TRUSTEES; AND, (C) ACT AS SSMC'S EXCLUSIVE AGENT FOR PURPOSES OF NEGOTIATING PAYOR CONTRACTS FOR SSMC AND THE OTHER PARTICIPATING ORGANIZATIONS AS DEFINED IN THE CORPORATE MEMBER'S BY-LAWS. UPON DISSOLUTION OF SSMC, THE NET ASSETS OF SSMC WILL BE DISPOSED OF TO ATRIUS HEALTH, INC. PROVIDED IT IS THEN EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE.
FORM 990, PART VI, SECTION B, LINE 11	ATRIUS HEALTH ENGAGED AN OUTSIDE TAX/ACCOUNTING FIRM TO REVIEW AND PREPARE FORM 990 FOR SOUTH SHORE MEDICAL CENTER. AN INTERNAL TEAM AT SOUTH SHORE MEDICAL CENTER INCLUDING STAFF FROM ACCOUNTING AND HUMAN RESOURCES DEPARTMENTS WORK CLOSELY WITH THE OUTSIDE FIRM TO PREPARE THE DOCUMENT. IN ADDITION, THE SOUTH SHORE MEDICAL CENTER BOARD OF TRUSTEES OVERSEES THE PREPARATION OF SOUTH SHORE MEDICAL CENTER'S 990. SENIOR MANAGEMENT REVIEWS THE 990 AND PROVIDES A COPY TO THE MEMBERS OF THE SOUTH SHORE MEDICAL CENTER BOARD BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C	SSMC HAS A COMPREHENSIVE COMPLIANCE PROGRAM WHICH IS MONITORED BY THE AUDIT AND COMPLIANCE COMMITTEE AND COMPLIANCE OFFICER. THE NATURE OF THE POTENTIAL OR ACTUAL CONFLICT DETERMINES THE LEVEL(S) AT WHICH A DETERMINATION OF POTENTIAL CONFLICT MAY EXIST. AN INDIVIDUAL INVOLVED WITH A POTENTIAL CONFLICT IS PROHIBITED FROM BEING IN ATTENDANCE AT ANY MEETINGS AT WHICH THE MATTER IS DISCUSSED AND IS NOT ALLOWED TO VOTE ON THE MATTER. ALL MEMBERS OF THE BOARD, SSMC'S OFFICERS AND SENIOR MANAGERS ARE REQUIRED TO ANNUALLY REVIEW, COMPLETE AND CERTIFY COMPLIANCE WITH SSMC'S CONFLICT OF INTEREST POLICY. IN ADDITION ALL NEW HIRES (IN THE CATEGORIES DESCRIBED) ARE REQUIRED TO READ AND ACKNOWLEDGE RECEIPT OF SSMC'S CODE OF CONDUCT. THE CONFLICT OF INTEREST POLICY STATES "AS A GENERAL RULE, CONFLICTS OF INTEREST ARE NOT PERMITTED." SSMC'S POLICY PROVIDES FOR EXCEPTIONS IF DISCLOSED PROMPTLY AND APPROVED BY THE APPROPRIATE LEVEL OF MANAGEMENT.
FORM 990, PART VI, SECTION B, LINE 15	SSMC'S COMPENSATION COMMITTEE IS COMPRISED OF PHYSICIANS AND CERTAIN OTHER ADMINISTRATORS OF SSMC. THEY REVIEW AND DETERMINE THE COMPENSATION FOR THE EXECUTIVE TEAM AND THE PHYSICIAN COMPENSATION MODELS. FOR THE PHYSICIANS, THE KEY CRITERIA IN DETERMINING COMPENSATION IS THE PHYSICIAN'S PRODUCTIVITY. THE COMPENSATION PAID TO PHYSICIANS IS CONSISTENT WITH MARKET NORMS BASED ON NATIONALLY RECOGNIZED COMPENSATION SURVEYS REGARDING MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION.
FORM 990, PART VI, SECTION C, LINE 19	FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTONEY GENERAL'S OFFICE, WHICH IS OPEN TO PUBLIC INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING ON-LINE. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC.
FORM 990, PART IX, LINE 11G	OUTSIDE UTILIZATION CHARGES (CAPITATION CONTRACTS): PROGRAM SERVICE EXPENSES 84,684,998. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 84,684,998. CONTRACTED MEDICAL SERVICES: PROGRAM SERVICE EXPENSES 3,388,193. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,388,193. OTHER SERVICES: PROGRAM SERVICE EXPENSES 2,950,256. MANAGEMENT AND GENERAL EXPENSES 2,136,287. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,086,543.
FORM 990, PART XII, LINE 2A THROUGH 2D	THERE WAS NO CHANGE TO THE OVERSIGHT OF THE YEAR-END AUDIT OR THE SELECTION PROCESS OF THE INDEPENDENT ACCOUNTANT DURING THE TAX YEAR. THE ORGANIZATION'S FINANCIAL STATEMENTS WERE REVIEWED BY AN INDEPENDENT ACCOUNTANT AND THE ORGANIZATION WAS INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS OF ITS CORPORATE MEMBER, WHICH CONSOLIDATED FINANCIAL STATEMENTS WERE AUDITED BY AN INDEPENDENT ACCOUNTANT.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

SOUTH SHORE MEDICAL CENTER INC

Employer identification number

04-2297845

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) HARVARD VANGUARD MEDICAL ASSOCIATES INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 04-3397450	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(2) ATRIUS HEALTH INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 01-0803117	ORGANIZE AND INTEGRATE HEALTHCARE DELIVERY	MA	501(C)(3)	LINE 9	N/A		No
(3) DEDHAM MEDICAL ASSOCIATES INC ONE LYONS STREET DEDHAM,MA02026 04-3136240	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(4) SOUTHBORO MEDICAL GROUP 24 NEWTON STREET SOUTHBORO,MA01772 04-2487729	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(5) GRANITE MEDICAL GROUP INC 500 CONGRESS STREET QUINCY,MA02169 04-3341331	MULTI-SPECIALTY MEDICAL GROUP	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(6) ATRIUS HEALTH FOUNDATION INC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 26-4517944	SUPPORT ATRIUS HEALTH AND ITS SUPPORTING ORGANIZATIONS	MA	501(C)(3)	LINE 11A, I	ATRIUS HEALTH INC	Yes
(7) RELIANT MEDICAL GROUP INC (FORMERLY FALLON CLINIC INC) 630 PLANTATION STREET WORCESTER,MA01605 04-2472266	PROVIDE MEDICAL SERVICES	MA	501(C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(8) RELIANT MEDICAL GROUP FOUNDATION INC (FORMERLY FALLON CLINIC FOUNDATION) 630 PLANTATION STREET WORCESTER,MA01605 22-2912515	PROMOTE COMMUNITY HEALTH	MA	501(C)(3)	LINE 7	RELIANT MEDICAL GROUP INC	Yes
(9) LAKEVIEW MEDICAL INC 44 SOUTHBRIDGE AUBURN,MA01501 04-3106404	MEDICAL EQUIPMENT SUPPLIER	MA	501(C)(3)	LINE 9	RELIANT MEDICAL GROUP INC	Yes
(10) VISITING NURSE ASSOCIATION OF BOSTON INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2105800	HOME HEALTH CARE	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(11) VISITING NURSE ASSOCIATION OF BOSTON FOUNDATION INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2880614	FUND RAISING	MA	501 (C)(3)	LINE 7	VNA CARE NETWORK FOUNDATION INC	Yes
(12) VNA HOSPICE CARE INC 100 TRADE CENTER SUITE G-500 WOBURN,MA01801 04-2658051	HOSPICE CARE	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(13) VISITING NURSE ASSOCIATION OF BOSTON MANAGMENT RESOURCES INC 500 RUTHERFORD AVENUE CHARLESTOWN,MA02129 04-2880108	MANAGEMENT SERVICES	MA	501 (C)(3)	LINE 9	VISITING NURSE ASSN OF BOSTON FOUNDATION INC	Yes
(14) VNA CARE HOSPICE INC 120 THOMAS STREET WORCESTER,MA01608 04-3217872	HOSPICE CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes
(15) VNA CARE NETWORK FOUNDATION INC 120 THOMAS STREET WORCESTER,MA01608 04-2794849	MANAGEMENT SERVICES	MA	501 (C)(3)	LINE 9	ATRIUS HEALTH INC	Yes
(16) VNA CARE NETWORK INC 120 THOMAS STREET WORCESTER,MA01608 04-2103825	HOME HEALTH CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes
(17) VNA CARE ADVANTAGE INC 120 THOMAS STREET WORCESTER,MA01608 04-2953171	DAY CARE	MA	501 (C)(3)	LINE 9	VNA CARE NETWORK FOUNDATION INC	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) VENTURE 2-BRN LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 20-5842227	MRI SERVICES	MA	HARVARD VANGUARD MEDICAL ASSOCIATES INC	RELATED	911,557	1,588,018		No			No	22.800 %
(2) VENTURE 3-WW LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 20-8676840	INACTIVE	MA	HARVARD VANGUARD MEDICAL ASSOCIATES INC	RELATED		8,289		No			No	27.000 %
(3) VENTURE 4-WW2 LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 26-2783850	DIGITAL MAMMOGRAPHY, ULTRASOUND AND BONE DENSITY SERVICES	MA	HARVARD VANGUARD MEDICAL ASSOCIATES INC	RELATED	1,132,390	1,519,534		No			No	39.000 %
(4) VENTURE V-90 LIBBEY LLC 275 GROVE STREET SUITE 3-300 NEWTON,MA02466 27-4351500	GASTROINTES- TINAL ENDOSCOPIC SERVICES	MA	GRANITE MEDICAL ASSOCIATES INC	RELATED	166,823	606,179		No			No	30.000 %
(5) HOME STAFF LLC 40 MILLBROOK STREET WORCESTER,MA01606 42-1757904	HOME CARE	MA	N/A
(6) DEDHAM MEDICAL URGENT CARE CTR AFFILIATED WITH BID MEDICAL CENTER LLC 1177 PROVIDENCE HIGHWAY NORWOOD,MA02062 46-3745783	URGENT HEALTH CARE SERVICES	MA	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) MASSACHUSETTS ASSURANCE COMPANY LTD FIRST CARIBBEAN HOUSE GEORGE TOWN GRAND CAYMAN CJ 98-0469895	INSURANCE	CJ	N/A	C			Yes
(2) ASPECTUS INC 630 PLANTATION STREET WORCESTER,MA01605 04-3403101	INACTIVE	MA	N/A	C			Yes
(3) VNA PRIVATE CARE INC 350 GRANITE STREET UNIT 1104 BRAINTREE,MA02184 20-1916670	PRIVATE DUTY HOME CARE	MA	N/A	C				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) HARVARD VANGUARD MEDICAL ASSOCIATES INC	M	984,077	COST
(2) ATRIUS HEALTH INC	M	3,458,602	SEE STATEMENT
(3) ATRIUS HEALTH INC	L	22,107	SEE STATEMENT
(4) HARVARD VANGUARD MEDICAL ASSOCIATES INC	K	344,485	SUB-LEASE COST
(5) HARVARD VANGUARD MEDICAL ASSOCIATES INC	L	102,237	COST

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference

Explanation

SCH R, PART V, ITEM 2

ATRIUS HEALTH'S GENERAL AND ACO CORPORATE COSTS ARE ALLOCATED TO ATRIUS HEALTH'S PARTICIPATING ORGANIZATIONS , OTHER THAN RELIANT MEDICAL GROUP, INC., PRIMARILY USING THE AVERAGE OF FOUR METHODOLOGIES - REVENUE; PATIENT VISITS; PHYSICIAN FULL-TIME EQUIVALENTS; AND PATIENTS. SSMC'S CHARGE WAS $ 1,466,133 FOR 2014. IN ADDITION, SSMC IS CHARGED FOR ITS SHARE OF THE COSTS OF THE MEDICAL RECORDS AND PRACTICE MANAGEMENT SYSTEM. FOR 2014, SSMC WAS CHARGED WAS $1,992,469 FOR ITS UTILIZATION. ATRIUS RECEIVED FUNDING TO ASSIST IN THE IMPLEMENTATION OF ELECTRONIC MEDICAL RECORDS WHICH IT DISTRIBUTED TO CERTAIN PARTICIPATING ORGANIZATIONS. SSMC RECEIVED $22,107 IN 2014.

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: STATEMENT 1 AT SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	6
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	639
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	131,279,545	156,789,324
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	364,017	352,556
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	131,643,562	157,141,880
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	34,565	29,636
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	41,933,355	44,427,091
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	93,587,381	110,523,905
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	135,555,301	154,980,632
19	Revenue less expenses. Subtract line 18 from line 12.......	-3,911,739	2,161,248
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	29,153,678	29,070,968
21	Total liabilities (Part X, line 26).............	19,100,597	16,988,314
22	Net assets or fund balances. Subtract line 21 from line 20.....	10,053,081	12,082,654

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 146,196,136 including grants of $ 29,636 ) (Revenue $ 156,789,324 )
	THE ORGANIZATION PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS PATIENTS THROUGH 221,612 PATIENT VISITS (INCLUDING 24,092 MEDICAID VISITS AND 35,674 MEDICARE VISITS). THE ORGANIZATION WORKS WITH THE OTHER PARTICIPATING ORGANIZATIONS OF ATRIUS HEALTH, INC. TO IMPROVE THE QUALITY OF HEALTH CARE SERVICES PROVIDED TO PATIENTS IN EASTERN AND CENTRAL MASSACHUSETTS THROUGH CLINICAL INTEGRATION AND THE IMPLEMENTATION OF A UNIFIED ELECTRONIC MEDICAL RECORD SYSTEM. THE ORGANIZATION PARTICIPATED IN EDUCATIONAL AND TRAINING PROGRAMS FOR MEDICAL STUDENTS AND MEDICAL RESIDENTS AND FOR OTHER HEALTHCARE PROFESSIONALS INCLUDING PHYSICIAN ASSISTANTS AND NURSES.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses146,196,136

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	5,497,774	10,000	715,411

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	CAPITATION FEES		621110	98,068,050	98,068,050
b	FEE FOR SERVICE		621110	39,029,323	39,029,323
c	MEDICARE/MEDICAID		621110	16,477,849	16,477,849
d	PROGRAM RELATED INV.		621110	1,655,731	1,655,731
e	OTHER		621110	1,558,371	1,558,371
f	All other program service revenue .
g	Total. Add lines 2a–2f........			156,789,324
3	Investment income (including dividends, interest, and other similar amounts).......			195,588			195,588
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	1,217,573
b	Less: cost or other basis and sales expenses	1,060,605
c	Gain or (loss)	156,968
d	Net gain or (loss)..........			156,968			156,968
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			157,141,880	156,789,324	0	352,556


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............				1
2	Savings and temporary cash investments .........			4,404,389	2	5,889,191
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			3,399,893	4	4,408,462
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				53,848	5	27,912
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			33,401	8	28,560
9	Prepaid expenses and deferred charges ..........			1,576,331	9	851,045
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	10,705,637
b	Less: accumulated depreciation .....	10b	5,469,150	6,647,587	10c	5,236,487
11	Investments—publicly traded securities ..........			6,481,615	11	5,789,718
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			3,007,662	13	3,719,802
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			3,548,952	15	3,119,791
16	Total assets. Add lines 1 through 15 (must equal line 34)......			29,153,678	16	29,070,968
17	Accounts payable and accrued expenses .........			18,047,729	17	15,323,667
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			469,788	22	448,105
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			583,080	25	1,216,542
26	Total liabilities. Add lines 17 through 25.........			19,100,597	26	16,988,314
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			10,053,081	27	12,082,654
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			10,053,081	33	12,082,654
34	Total liabilities and net assets/fund balances ........			29,153,678	34	29,070,968