TY 2013 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)
(1) ALFRED HOWARD MD........................................................................ DIRECTOR, UMM ACO, INC.	37.00 .......................	X		261,974	0	25,525
(2) ANDRIENI JULIA MD........................................................................ DIRECTOR UNTIL 4/2013, UMM MED GROUP, INC.	31.00 .......................	X		201,374	0	12,351
(3) BAGLEY PETER MD........................................................................ DIRECTOR, UMM ACO, INC.	27.00 .......................	X		386,166	0	53,821
(4) BROWN ALAN P MD........................................................................ DIRECTOR, UMBHS, INC.	31.00 .......................	X		190,588	0	34,203
(5) CARLUCCI DANIEL MD........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	32.00 .......................	X		337,376	0	41,314
(6) CAVAGNARO CHARLES EIII MD........................................................................ DIRECTOR UNTIL 9/14, UMM HOSPITALS, INC.	40.00 .......................	X		0	458,662	633,333
(7) COFONE MICHAEL J........................................................................ TREASURER/DIRECTOR, COORDINATED PRIMARY CARE, INC.	40.00 .......................	X	X	354,671	0	33,495
(8) CORBETT WILLIAM MD........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	40.00 .......................	X		375,248	0	84,107
(9) DALY SHEILA........................................................................ PRESIDENT, CLINTON HOSPITAL ASSOC., DIRECTOR HOSP	40.00 .......................	X	X	226,348	0	36,854
(10) DICKSON ERIC W MD........................................................................ PRESIDENT & CEO/DIRECTOR, UMM HEALTH CARE, INC.	40.00 .......................	X	X	761,102	0	156,798
(11) DUNCAN DAVID........................................................................ DIRECTOR, COORDINATED PRIMARY CARE, INC.	40.00 .......................	X		202,611	0	28,994
(12) EISENSTOCK JORDAN MD........................................................................ DIRECTOR, UMM ACO, INC.	40.00 .......................	X		189,631	0	32,991
(13) FAIRCHILD DAVID MD........................................................................ PRESIDENT/DIRECTOR, UMM ACO, INC.	40.00 .......................	X	X	440,772	0	148,280
(14) FERGUSON R KEVIN MD........................................................................ DIRECTOR, UMM MED GROUP, INC.	40.00 .......................	X		249,493	0	36,941
(15) FERRUCCI JOSEPH MD........................................................................ DIRECTOR UNTIL 3/31/13, CMMIC, INC.	32.00 .......................	X		376,901	0	40,553
(16) FINBERG ROBERT W MD........................................................................ DIRECTOR, UMM HEALTH CARE, INC.	20.00 .......................	X		283,734	0	110,497
(17) GOTTLIEB PHILIP D MD........................................................................ DIRECTOR UNTIL 12/13, CLINTON HOSPITAL ASSOC.	40.00 .......................	X		370,339	0	37,461

(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
(18) HARLAN DAVID MD........................................................................ DIRECTOR, UMM ACO, INC.	20.00 .......................	X					182,645	34,452
(19) KEATING TODD A........................................................................ TREASURER UNTIL 2/14, UMM HEALTH CARE, INC.	40.00 .......................	X	X				576,413	897,748
(20) KENNEDY KATHRYN MD........................................................................ DIRECTOR, UMM MED GROUP, INC.	36.00 .......................	X					309,006	41,233
(21) LAPIDAS GARY........................................................................ PRESIDENT UNTIL 1/18/13, UMM HEALTH VENTURES, INC	40.00 .......................	X	X				100,293	17,491
(22) LAPRIORE CHERYL M........................................................................ PRESIDENT/DIRECTOR, UMM HEALTH VENTURES, INC.	40.00 .......................	X	X				280,923	83,656
(23) LASSER DANIEL H MD........................................................................ DIRECTOR, UMM MED GROUP, INC.	20.00 .......................	X					247,205	26,787
(24) MATTA LALITA MD........................................................................ DIRECTOR, UMM ACO, INC.	24.00 .......................	X					28,919	6,073
(25) MESSINA LOUIS MD........................................................................ DIRECTOR UNTIL 3/14, UMM MED GROUP, INC.	33.00 .......................	X					626,730	61,111
(26) METZMAKER JEFFREY N MD........................................................................ DIRECTOR, UMM MED GROUP, INC.	29.00 .......................	X					435,631	38,497
(27) MOORE KAREN........................................................................ PRESIDENT/DIRECTOR UNTIL 3/25/13, MARLBOROUGH HOSP	40.00 .......................	X	X				357,628	82,477
(28) MULDOON PATRICK........................................................................ PRESIDENT, UMM MED CTR, INC.,	40.00 .......................	X	X				544,998	152,278
(29) NOMPLEGGI DOMINIC MD........................................................................ DIRECTOR, UMM MED GROUP, INC.	29.00 .......................	X					369,208	41,228
(30) O'BRIEN JOHN G........................................................................ PRESIDENT & CEO UNTIL 2/25/13, UMM HEALTH CARE, IN	40.00 .......................	X	X				3,477,294	36,227
(31) OKIKE O NSIDINANYA MD........................................................................ DIRECTOR, UMM HEALTH CARE, INC.	40.00 .......................	X					511,675	40,771
(32) O'LEARY DANIEL MD........................................................................ DIRECTOR, COORDINATED PRIMARY CARE, INC.	25.00 .......................	X					171,244	4,675
(33) ROACH STEVEN........................................................................ PRESIDENT/DIRECTOR, MARLBOROUGH HOSPITAL	40.00 .......................	X	X				50,929	6,807
(34) ROSEN MAX P MD........................................................................ DIRECTOR, CMMIC, INC.	24.00 .......................	X					402,765	16,961
(35) SWENSON DANA E........................................................................ PRESIDENT/DIRECTOR, UMM REALTY, INC.	40.00 .......................	X	X				265,644	128,932
(36) SZYMANSKI CANDRA D........................................................................ INTERIM PRESIDENT UNTIL 12/13, MARLBOROUGH HOSPITA	40.00 .......................	X	X				230,795	157,161
(37) TOSI STEPHEN E MD........................................................................ PRESIDENT, UMM MED GROUP, INC., DIRECTOR VARIOUS	40.00 .......................	X	X				808,548	284,139
(38) YOUNG LYNDA M MD........................................................................ DIRECTOR, UMM HEALTH CARE, INC.	1.00 .......................	X					29,040	107
(39) ZIEDONIS DOUGLAS MD........................................................................ PRESIDENT/DIRECTOR, UMBHS, INC.	20.00 .......................	X	X				210,680	39,251
(40) ALLEN GAIL........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(41) ARNOW JONATHAN MD........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(42) BABINEAU ROBERT JR MD........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(43) BENNETT DAVID L........................................................................ CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(44) BENNETT RICHARD K........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(45) BERGERON ARTHUR........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(46) BERKEY DENNIS D........................................................................ EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(47) BERRY SARAH G........................................................................ EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(48) BOUDREAU NORMAN........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(49) BOVENZI LESLIE........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(50) BUDD JOHN H........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(51) CARLSON MARY........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(52) CATALINA FERNANDO MD........................................................................ VICE CHAIRPERSON, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(53) CHERUBINI J PAUL........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(54) CLEMENTI JOHN........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(55) COLLINS MICHAEL MD........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(56) CONNORS MARTIN JR........................................................................ DIRECTOR UNTIL 4/14, HEALTHALLIANCE HOSPITALS, INC	1.00 .......................	X					0	0
(57) CORNELL LOIS D........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(58) CROCKER FREDERICK G........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH VENTURES, INC.	1.00 .......................	X					0	0
(59) D'ALELIO EDWARD........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(60) DAVIS DIX F........................................................................ EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(61) DENNEHY RAYMOND III........................................................................ CHAIRPERSON, HEALTH ALLIANCE HOME HEALTH AND HOSPI	1.00 .......................	X					0	0
(62) DIGERONIMO ARTHUR P JR........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(63) DITULLIO DANIEL........................................................................ DIRECTOR UNTIL 9/30/14, CLINTON HOSPITAL FOUNDATIO	1.00 .......................	X					0	0
(64) DOBECK PAM........................................................................ DIRECTOR UNTIL 9/30/14, CLINTON HOSPITAL FOUNDATIO	1.00 .......................	X					0	0
(65) D'ONFRO PAUL........................................................................ CHAIRPERSON, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(66) FITCH ROGER........................................................................ DIRECTOR, UMASS MEMORIAL BEHAVIORAL HEALTH SYSTEM,	1.00 .......................	X					0	0
(67) FLOTTE TERENCE MD........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(68) GIBLIN DAVID R........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(69) GRAY JENNIFER........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(70) GUARDIOLA ELVIRA........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(71) HENEBRY CLARK........................................................................ TREASURER/DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X	X				0	0
(72) HEWITT FRANK........................................................................ DIRECTOR UNTIL 9/30/14, CLINTON HOSPITAL FOUNDATIO	1.00 .......................	X					0	0
(73) HOLLISTER MATT........................................................................ FIRST VICE PRESIDENT UNTIL 9/30/14, CLINTON HOSPIT	1.00 .......................	X					0	0
(74) HURLEY FRANCIS........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(75) JACOBSON M HOWARD........................................................................ EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(76) JOHNSON JOANNE........................................................................ DIRECTOR, UMASS MEMORIAL BEHAVIORAL HEALTH SYSTEM,	1.00 .......................	X					0	0
(77) KANGAS PAUL........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(78) KAPLAN DANIEL........................................................................ DIRECTOR, UMASS MEMORIAL MEDICAL GROUP, INC.	1.00 .......................	X					0	0
(79) KNOX PETER........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(80) KUPFER BARBARA........................................................................ DIRECTOR, UMASS MEMORIAL ACCOUNTABLE CARE ORGANIZA	1.00 .......................	X					0	0
(81) LENHARDT STEPHEN W SR........................................................................ EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(82) MACNEILL HARRIS L........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(83) MANZI EDWARD........................................................................ DIRECTOR, UMASS MEMORIAL BEHAVIORAL HEALTH SYSTEM,	1.00 .......................	X					0	0
(84) MARTIN DONATA........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(85) MCGRAIL WILLIAM ESQUIRE........................................................................ CHAIRPERSON, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(86) MCGUIRE TONI........................................................................ DIRECTOR, UMASS MEMORIAL ACCOUNTABLE CARE ORGANIZA	1.00 .......................	X					0	0
(87) MCMULLEN CYNTHIA M EDD........................................................................ EMERITA TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(88) MCNAMARA MARY ELLEN........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(89) MELGAR SERGIO........................................................................ TREASURER, UMASS MEMORIAL HEALTH CARE, INC.	40.00 .......................	X	X				0	0
(90) MENDOZA STEVEN........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(91) MERCADANTE ANTHONY J........................................................................ DIRECTOR, HEALTH ALLIANCE HOME HEALTH AND HOSPICE,	1.00 .......................	X					0	0
(92) MOLLOY ANN K........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(93) MORRILLY DARLENE........................................................................ DIRECTOR UNTIL 1/14, HEALTH ALLIANCE HOME HEALTH A	1.00 .......................	X					0	0
(94) MURPHY MICHAEL D........................................................................ VICE CHAIRPERSON, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(95) NOONAN EDWARD J........................................................................ DIRECTOR UNTIL 9/14, UMASS MEMORIAL HOSPITALS, INC	1.00 .......................	X					0	0
(96) PAEN GENARO........................................................................ DIRECTOR UNTIL 9/30/14, CLINTON HOSPITAL FOUNDATIO	1.00 .......................	X					0	0
(97) PARRY EDWARD J III........................................................................ VICE CHAIRPERSON, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(98) PAULHUS ROBERT J JR........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X					0	0
(99) PAULINO JEANNE........................................................................ DIRECTOR, CLINTON HOSPITAL ASSOCIATION	1.00 .......................	X	X				0	0
(100) PEDERSON THORU........................................................................ EMERITUS TRUSTEE, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(101) PICI MICHAEL MD........................................................................ DIRECTOR, UMASS MEMORIAL ACCOUNTABLE CARE ORGANIZA	1.00 .......................	X					0	0
(102) PONGOR PAUL J MD........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(103) PURCELL PHILIP E........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(104) RICHER GERALD P........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(105) RIVARD MICHAEL........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(106) SANCHEZ CAROL........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(107) SEYMOUR-ROUTE PAULETTE PHD........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(108) SHEA JOHN ESQUIRE........................................................................ DIRECTOR, UMASS MEMORIAL BEHAVIORAL HEALTH SYSTEM,	1.00 .......................	X					0	0
(109) SHELTON ROBERT LESLIE MD........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(110) SIEGRIST RICHARD........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(111) STARR STANLEY B JR........................................................................ DIRECTOR UNTIL 9/30/14, CLINTON HOSPITAL FOUNDATIO	1.00 .......................	X					0	0
(112) STECYK MARKIAN MD........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(113) TAYLOR HARVEY MD........................................................................ DIRECTOR, MARLBOROUGH HOSPITAL	1.00 .......................	X					0	0
(114) WEISBERG OREN MD........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(115) WEYMOUTH DEBORAH........................................................................ PRESIDENT, HEALTHALLIANCE HOSPITALS, INC.	40.00 .......................	X	X				0	0
(116) WHITNEY MARY........................................................................ DIRECTOR, HEALTHALLIANCE HOSPITALS, INC.	1.00 .......................	X					0	0
(117) WILSON JACK........................................................................ DIRECTOR, UMASS MEMORIAL HEALTH CARE, INC.	1.00 .......................	X					0	0
(118) BRONHARD JOHN........................................................................ INTERIM TREASURER, CNEHA, INC.	40.00 .......................		X				160,923	9,533
(119) BROWN DOUGLAS S........................................................................ SECRETARY, UMM HEALTH CARE, INC., DIRECTOR VARIOUS	40.00 .......................		X				522,283	118,620
(120) CROTEAU MAUREEN........................................................................ SECRETARY, CLINTON HOSPITAL ASSOC.	40.00 .......................		X				54,530	23,177
(121) D'AMBRA ANN-MARIA........................................................................ SECRETARY, MARLBOROUGH HOSPITAL	40.00 .......................		X				49,703	23,453
(122) EKSTROM DEBORAH........................................................................ PRESIDENT, COMMUNITY HEALTHLINK, INC.	40.00 .......................		X				230,448	77,223
(123) FELDMANN ROBERT........................................................................ TREASURER UNTIL 7/7/14, CRIR, INC.	40.00 .......................		X				277,239	77,055
(124) GREENWOOD JOHN........................................................................ TREASURER, UMM ACO, INC.	40.00 .......................		X				249,919	57,516
(125) MCCUE STEVEN........................................................................ TREASURER, MARLBOROUGH HOSPITAL	40.00 .......................		X				183,669	33,143
(126) MORABITO NANCY E........................................................................ SECRETARY UNTIL 3/28/13, CLINTON HOSPITAL ASSOC.	32.00 .......................		X				46,509	3,847
(127) MORIN LYNN A........................................................................ SECRETARY, CNEHA, INC.	40.00 .......................		X				89,693	7,133
(128) O'BRIEN WILLIAM........................................................................ SECRETARY, UMBHS, INC.	40.00 .......................		X				118,133	40,517
(129) OLSON JEFFREY........................................................................ TREASURER, CLINTON HOSPITAL ASSOC.	40.00 .......................		X				154,309	27,708
(130) SHAKMAN ALICE........................................................................ PRESIDENT, CMMIC, INC.	40.00 .......................		X				292,804	54,868
(131) SMITH FRANCIS W........................................................................ CLERK, UMM HEALTH VENTURES, INC.	40.00 .......................		X				216,182	35,237
(132) STREETER MICHELE........................................................................ TREASURER, UMM MED GROUP, INC.	40.00 .......................		X				458,350	75,248
(133) ANDERSON MILTON........................................................................ SR. VP, CHIEF HR OFFICER UNTIL 9/14	40.00 .......................			X			543,659	869,300
(134) BOLLAND ESHGHI KATHARINE........................................................................ VP, DEPUTY GENERAL COUNSEL	40.00 .......................			X			336,169	103,002
(135) BRENCKLE GEORGE PHD........................................................................ SR. VP, CHIEF INFORMATION OFFICER UNTIL 4/14	40.00 .......................			X			364,827	684,908
(136) CYR JAMES P........................................................................ SR VP, HEART AND VASCULAR DISEASES	40.00 .......................			X			268,556	80,115
(137) DALEY JENNIFER MD........................................................................ EXECUTIVE VP, CHIEF OPERATING OFFICER, UNTIL 3/18/	40.00 .......................			X			689,045	176,018
(138) DAY THERESE........................................................................ VP, FINANCE / CFO OF MED CENTER	40.00 .......................			X			323,865	79,888
(139) DIAMOND VICTORIA........................................................................ SR. VP, OPERATIONS, UNTIL 1/14	40.00 .......................			X			310,410	507,670
(140) FISHER BARBARA........................................................................ SR VP, OPERATIONS	40.00 .......................			X			270,015	104,607
(141) HUDLIN MARGARET MD........................................................................ CHIEF MED OFFICER/VP PERIOPERATIVE SVCS	40.00 .......................			X			320,214	52,711
(142) HYLKA SHARON........................................................................ SR. VP, HOSPITAL ADMIN UNTIL 1/14	40.00 .......................			X			368,190	598,084
(143) KLUGMAN ROBERT A MD........................................................................ CHIEF QUALITY OFFICER, UNTIL 9/30/13	40.00 .......................			X			358,783	62,384
(144) PHILLIPS ROBERT A MD........................................................................ MED DIR, HEART & VASCULAR COE, UNTIL 6/7/13	40.00 .......................			X			366,763	125,872
(145) RANDOLPH JOHN........................................................................ CHIEF COMPLIANCE OFFICER	40.00 .......................			X			218,534	59,546
(146) THOMPSON DIANE........................................................................ SR. VP, CHIEF NURSING OFFICER	40.00 .......................			X			222,088	107
(147) IITSUKA CARLOS........................................................................ SR. VP, STRATEGY & BUSINESS DEVELOPMENT	40.00 .......................			X			0	0
(148) TAM STANLEY MD........................................................................ PHYSICIAN, CHIEF OF CARDIOTHORACIC SURGERY	30.00 .......................				X		725,274	41,260
(149) LITWIN DEMETRIUS MD........................................................................ PHYSICIAN, CHAIR OF SURGERY DEPT	27.00 .......................				X		644,629	41,678
(150) BOZORGZADEH ADEL MD........................................................................ PHYSICIAN, CHIEF OF ORGAN TRANSPLANTATION	32.00 .......................				X		641,376	41,466
(151) AYERS DAVID C MD........................................................................ PHYSICIAN, CHAIR OF ORTHOPEDICS AND PHYSICAL REHAB	33.00 .......................				X		621,324	40,800
(152) BUSCONI BRIAN D MD........................................................................ PHYSICIAN, CHIEF OF ORTHOPEDICS	33.00 .......................				X		608,074	38,986
(153) POLANOWICZ JOHN........................................................................ FORMER PRESIDENT UNTIL 5/6/11, MARLBOROUGH HOSPITA	0.00 .......................					X	217,576	0
(154) BERGAN THOMAS........................................................................ FORMER PRESIDENT UNTIL 10/31/11, CMMIC, INC.	0.00 .......................					X	147,085	2,829

(A) Name and business address	(B) Description of services	(C) Compensation
XEROX BUSINESS SVCS LLCPO BOX 201322DALLASTX75320	I/S MANAGEMENT SERVICES	24,204,309
TURNER CONSTRUCTION2 SEAPORT LANEBOSTONPA02210	SEE FOOTNOTE A	7,936,272
MCKINSEY & CO INC USPO BOX 7247-7255PHILADELPHIAMA19170	CONSULTING SERVICES	5,575,000
MORRISON MANAGEMENT SPECIALISTSPO BOX 102299ATLANTAGA30368	DIETARY MANAGEMENT SERVICE	5,456,955
ARUP LABORATORIES INC50 CHIPETA WAYSALT LAKE CITYUT84108	LAB PROCESSING SERVICE	4,267,151
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 164

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 governments and organizations in the United States. See Part IV, line 21	4,864,353	4,864,353
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	75,914	75,914
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	30,919,103	13,082,570	17,836,533
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	976,038,165	788,433,042	187,221,300	383,823
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	69,770,540	56,601,909	13,163,463	5,168
9	Other employee benefits .......	145,292,191	112,234,490	33,029,770	27,931
10	Payroll taxes ...........	70,482,920	55,862,755	14,604,825	15,340
11	Fees for services (non-employees):
a	Management ......	461,214	42,050	419,164
b	Legal .........	1,486,322	71,731	1,414,591
c	Accounting ...........	977,004	35	976,969
d	Lobbying ...........	229,322	229,322
e	Professional fundraising services. See Part IV, line 17	301,241			301,241
f	Investment management fees ......	1,032,187		1,032,187
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	51,341,403	39,389,520	11,834,868	117,015
12	Advertising and promotion ....	1,755,913	397,277	1,332,680	25,956
13	Office expenses .......	53,478,128	15,354,711	38,110,314	13,103
14	Information technology ......	3,337,164	2,730,609	606,555
15	Royalties ..
16	Occupancy ...........	82,381,326	50,307,206	32,071,473	2,647
17	Travel ............	2,491,733	1,966,288	525,370	75
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	1,135,817	765,760	369,052	1,005
20	Interest ...........	16,335,861	15,870,032	465,829
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	91,909,634	70,375,194	21,534,440
23	Insurance ..............	53,019,350	24,190,602	28,828,748
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	PURCHASED SERVICES	328,181,469	225,568,092	102,527,632	85,745
b	MEDICAL SUPPLIES	240,830,784	196,865,408	43,965,376
c	MEDICAL EDUCATION SERVI	163,750,001	163,417,950	332,051
d	SYSTEM OVERHEAD ACTIVIT	120,121,816	74,120,503	46,001,313
e	All other expenses	31,799,880	21,744,716	9,985,980	69,184
25	Total functional expenses. Add lines 1 through 24e	2,543,800,755	1,934,562,039	608,190,483	1,048,233
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 .............	88,620,545	1	91,339,673
2	Savings and temporary cash investments .........	68,336,977	2	51,569,765
3	Pledges and grants receivable, net ...........	2,360,031	3	1,221,500
4	Accounts receivable, net .............	285,713,717	4	262,415,754
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		4,195,940	5	4,432,374
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 .............	32,068,443	7	41,989,817
8	Inventories for sale or use ..............	25,006,123	8	24,740,080
9	Prepaid expenses and deferred charges ..........	20,405,576	9	23,751,081
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,610,954,552
b	Less: accumulated depreciation .....	10b	993,983,486	695,523,734	10c	616,971,066
11	Investments—publicly traded securities ..........	453,010,564	11	459,751,041
12	Investments—other securities. See Part IV, line 11 .....	129,979,998	12	164,159,185
13	Investments—program-related. See Part IV, line 11 .....	48,616,496	13	35,417,054
14	Intangible assets ...............	568,745	14
15	Other assets. See Part IV, line 11 ...........	298,301,685	15	364,656,197
16	Total assets. Add lines 1 through 15 (must equal line 34)......	2,152,708,574	16	2,142,414,587
	17	Accounts payable and accrued expenses .........	307,010,702	17	277,838,208
18	Grants payable .................		18	584,353
19	Deferred revenue ................	10,747,258	19	9,420,067
20	Tax-exempt bond liabilities .............	354,202,240	20	340,791,673
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..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	71,017,624	23	45,087,007
24	Unsecured notes and loans payable to unrelated third parties ....	27,491,001	24	32,590,236
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....................	491,997,043	25	529,651,940
26	Total liabilities. Add lines 17 through 25.........	1,262,465,868	26	1,235,963,484
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	729,998,071	27	741,359,678
28	Temporarily restricted net assets ...........	80,424,280	28	86,449,119
29	Permanently restricted net assets ...........	79,820,355	29	78,642,306
	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 ...........	890,242,706	33	906,451,103
34	Total liabilities and net assets/fund balances ........	2,152,708,574	34	2,142,414,587

- 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.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

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 that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

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

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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 IV.)..
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 501(c)(3) organization, check this box and stop here................................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ 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) 2013

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... 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) 2013

Page 4

Part IV

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

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

OMB No. 1545-0047

2013

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions. SchCMd Bullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2013

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2013

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

168,338

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Yes

60,984

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

229,322

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2013

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. SchDMd Bullet

See separate instructions. SchDMd Bullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

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 contributions to (during year) ...
3	Aggregate 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)

Revenues 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:

Revenues 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) 2013

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? .....................

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 ....	112,462,194	109,418,023	98,294,963	104,017,758	98,561,352
b	Contributions ........			2,557,800	316,330	1,245,442
c	Net investment earnings, gains, and losses	9,419,969	8,142,465	12,021,986	-2,402,463	5,785,214
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	-4,425,190	-5,098,294	3,456,726	3,636,662	1,574,250
f	Administrative expenses ....	-2,355,313
g	End of year balance ......	115,101,660	112,462,194	109,418,023	98,294,963	104,017,758

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

Board designated or quasi-endowment SchDMd Bullet

0 %

Permanent endowment SchDMd Bullet

68.000 %

Temporarily restricted endowment SchDMd Bullet

32.000 %

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)

Yes

(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 .................	15,629,645		15,629,645
b	Buildings ................	833,637,012	489,830,840	343,806,172
c	Leasehold improvements ............	23,378,136	13,435,108	9,943,028
d	Equipment ................	709,550,207	486,892,951	222,657,256
e	Other .................	28,759,552	3,824,587	24,934,965
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				616,971,066

Schedule D (Form 990) 2013

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
(3)Other (A) TIFF ABSOLUTE RETURN POOL (6,291 SHARES)	28,503,832	F
(B) TIFF PRIVATE EQUITY PARTNERS 2006 (2,390,322 SHARES)	2,390,322	F
(C) FRANK RUSSELL GLOBAL PRIVATE EQUITY FUND (287,046 SHARES)	287,046	F
(D) BENEFICIAL INTEREST IN TRUSTS	73,103,922	F
(E) AETOS CAPITAL LONG/SHORT STRATEGIES (70,908 SHARES)	8,174,982	F
(F) AETOS CAPITAL DISTRESSED INV STRATEGIES (23,360 SHARES)	3,567,615	F
(G) AETOS CAPITAL MULTI-STRATEGY ARBITRAGE (39,011 SHARES)	4,796,637	F
(H) MPPLTD/PORTFOLIO CLASS A (1,211 SHARES)	46,469	F
(I) TIFF ABSOLUTE RETURN POOL CLASS C (3,876 SHARES)	8,055,517	F
(J) OMEGA OVERSEAS (132,985 SHARES)	22,245,419	F
(K) GSO SPECIAL SITUATIONS (10,000 SHARES)	10,235,000	F
(L) TOURMALET MATAWIN OFFSHORE FUND VI LP (2,204,110 SHS)	2,204,110	F
(M) EASTWARD CAPITAL PARTNERS VI LP (428,314 SHARES)	428,314	F
(N) COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD	120,000	F
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	164,159,185

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









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

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 PARTIES				121,611,051
(2) CSV LIFE INSURANCE				30,897
(3) MALPRACTICE TAIL COVERAGE				30,372,295
(4) LONG TERM SECURITY DEPOSITS				207,722
(5) OTHER NON-CURRENT ASSETS				171,841
(6) RECEIVABLE FROM MEDICAID				196,624,109
(7) DUE FROM THIRD PARTIES				15,638,282


Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				364,656,197

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
DUE TO UMASS MEDICAL SCHOOL		66,763,991
THIRD PARTY LIABILITIES		55,678,833
DUE TO RELATED PARTIES		118,299,962
ACCRUED PENSION POST RETIREMENT BENEFITS		207,794,697
O/S LOSS RESERVES		32,733,688
ESTIMATED MALPRACTICE COSTS		30,372,295
OTHER		1,953,747
ANNUITY PAYABLE		2,483,332
LT LIABILITY ARO		9,983,450
ACCRUED LT LIABILITIES		3,468,820
CLAIMS RESERVES		89,125
MEDICARE RESERVES		30,000
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		529,651,940
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) 2013

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 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
PART X, LINE 2:	FIN 48 (ASC 740): INCOME TAXES: THE SYSTEM FOLLOWS A TWO-STEP APPROACH FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN. THE SUBSTANTIAL MAJORITY OF UMASS MEMORIAL AND ITS AFFILIATE ENTITIES ARE RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS TAX-EXEMPT UNDER SECTION 501 (C) (3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, THESE ENTITIES WILL NOT INCUR ANY LIABILITY FOR FEDERAL INCOME TAXES EXCEPT FOR TAX ON UNRELATED BUSINESS INCOME. CERTAIN AFFILIATES ARE TAXABLE ENTITIES. THE MEASUREMENT OF THE AMOUNTS RECORDED AS A PROVISION FOR INCOME TAXES BASED UPON THE AFOREMENTIONED APPROACH IS NOT MATERIAL AND IS RECORDED AS PART OF SUPPLIES AND OTHER EXPENSE IN THE ACCOMPANYING CONSOLIDATED STATEMENTS OF OPERATIONS. THE SYSTEM DOES NOT BELIEVE IT HAS ANY SIGNIFICANT UNCERTAIN TAX POSITIONS.
FORM 990, SCHEDULE D, PART V ENDOWMENT FUNDS QUESTION 3A(I):	ARE THERE ENDOWMENT FUNDS NOT IN THE POSSESSION OF THE ORGANIZATION THAT ARE HELD AND ADMINISTERED FOR THE ORGANIZATION BY: (I) UNRELATED ORGANIZATIONS: YES OR NO HEALTHALLIANCE HOSPITAL - YES BANK OF AMERICA MERRILL LYNCH HOLDS THE BERNARD W DOYLE TRUST FOR HEALTHALLIANCE HOSPITAL. DISTRIBUTIONS ARE PAID TO HEALTHALLIANCE HOSPITAL. BANK OF AMERICA MERRILL LYNCH IS AN UNRELATED ORGANIZATION. BYN MELLON WEALTH MANAGEMENT HOLDS THE FOLLOWING TRUSTS FOR HEALTHALLIANCE HOSPITAL: TRUST U/WILL ART 11 WILLIAM H CROPPER TRUST U/WILL PAR 15 WILLIAM H CROPPER TRUST U/WILL ART 18 WILLIAM H CROPPER TRUST UNDER 2ND CODICIL OF WILL OF WILLIAM H CROPPER TRUST U/WILL 4TH COD WILLIAM H CROPPER DISTRIBUTIONS ARE PAID TO HEALTHALLIANCE HOSPITAL. BYN MELLON WEALTH MANAGEMENT IS AN UNRELATED ORGANIZATION. PART V ENDOWMENT FUNDS QUESTION 4: PARENT - THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT. HEALTHALLIANCE HOSPITAL - THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT.

Return Reference

Explanation

PART X, LINE 2:

FIN 48 (ASC 740): INCOME TAXES: THE SYSTEM FOLLOWS A TWO-STEP APPROACH FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN ON A TAX RETURN. THE SUBSTANTIAL MAJORITY OF UMASS MEMORIAL AND ITS AFFILIATE ENTITIES ARE RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS TAX-EXEMPT UNDER SECTION 501 (C) (3) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, THESE ENTITIES WILL NOT INCUR ANY LIABILITY FOR FEDERAL INCOME TAXES EXCEPT FOR TAX ON UNRELATED BUSINESS INCOME. CERTAIN AFFILIATES ARE TAXABLE ENTITIES. THE MEASUREMENT OF THE AMOUNTS RECORDED AS A PROVISION FOR INCOME TAXES BASED UPON THE AFOREMENTIONED APPROACH IS NOT MATERIAL AND IS RECORDED AS PART OF SUPPLIES AND OTHER EXPENSE IN THE ACCOMPANYING CONSOLIDATED STATEMENTS OF OPERATIONS. THE SYSTEM DOES NOT BELIEVE IT HAS ANY SIGNIFICANT UNCERTAIN TAX POSITIONS.

FORM 990, SCHEDULE D, PART V ENDOWMENT FUNDS QUESTION 3A(I):

ARE THERE ENDOWMENT FUNDS NOT IN THE POSSESSION OF THE ORGANIZATION THAT ARE HELD AND ADMINISTERED FOR THE ORGANIZATION BY: (I) UNRELATED ORGANIZATIONS: YES OR NO HEALTHALLIANCE HOSPITAL - YES BANK OF AMERICA MERRILL LYNCH HOLDS THE BERNARD W DOYLE TRUST FOR HEALTHALLIANCE HOSPITAL. DISTRIBUTIONS ARE PAID TO HEALTHALLIANCE HOSPITAL. BANK OF AMERICA MERRILL LYNCH IS AN UNRELATED ORGANIZATION. BYN MELLON WEALTH MANAGEMENT HOLDS THE FOLLOWING TRUSTS FOR HEALTHALLIANCE HOSPITAL: TRUST U/WILL ART 11 WILLIAM H CROPPER TRUST U/WILL PAR 15 WILLIAM H CROPPER TRUST U/WILL ART 18 WILLIAM H CROPPER TRUST UNDER 2ND CODICIL OF WILL OF WILLIAM H CROPPER TRUST U/WILL 4TH COD WILLIAM H CROPPER DISTRIBUTIONS ARE PAID TO HEALTHALLIANCE HOSPITAL. BYN MELLON WEALTH MANAGEMENT IS AN UNRELATED ORGANIZATION. PART V ENDOWMENT FUNDS QUESTION 4: PARENT - THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT. HEALTHALLIANCE HOSPITAL - THE INTENDED USE OF THE ORGANIZATION'S ENDOWMENT FUNDS ARE DIRECTED IN ACCORDANCE WITH THE DONOR'S INTENT INCLUDING THE PRESERVATION OF THE ORIGINAL GIFT AND VARIOUS PURPOSES INCLUDING CHARITY CARE, MEDICAL EDUCATION, RESEARCH, HEALTH CARE SERVICES, BUILDINGS AND EQUIPMENT.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Form 990-EZ filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY, MA01545	FUNDRAISING		No	1,741,228	301,241	1,439,987









Total .................					1,741,228	301,241	1,439,987

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

MA, NH

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2013

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

		(a) Event #1 PARENT-WINTER BALL (event type)	(b) Event #2 CNEHA GOLF TOURNAMENT (event type)	(c) Other events 10 (total number)	(d) Total events (add col. (a) through col. (c))
1	Gross receipts . . .	361,450	245,907	364,813	972,170
2	Less: Contributions . .	247,634	110,269	224,400	582,303
3	Gross income (line 1 minus line 2) . . .	113,816	135,638	140,413	389,867
4	Cash prizes . . .
5	Noncash prizes . .		27,538	18,452	45,990
6	Rent/facility costs . .		98,062	19,955	118,017
7	Food and beverages .
8	Entertainment . . .			7,500	7,500
9	Other direct expenses .	113,816	22,065	147,958	283,839
10	Direct expense summary. Add lines 4 through 9 in column (d) ...........				455,346
11	Net income summary. Subtract line 10 from line 3, column (d)...........				-65,479

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2013

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Return Reference

Explanation

PART I, LINE 2B - FUNDRAISER ADDITIONAL INFORMATION (CONTINUED)

UMASS MEMORIAL HEALTH CARE, INC. PAYS UMASS MEMORIAL FOUNDATION, INC. ITS PRORATA SHARE OF OPERATING EXPENSES BASED ON THE SPLIT OF UMASS MEMORIAL CONTRIBUTION RECEIPTS VERSUS THE OVERALL TOTAL CONTRIBUTION RECEIPTS AS COLLECTED BY THE FOUNDATION.

SCHEDULE G - ADDITIONAL INFORMATION

PART II, COLUMN (A) EVENT #1 THE WINTER BALL WAS HELD BY THE PARENT PART II, COLUMN (B) EVENT #2 THE HOSPITAL GOLF TOURNEY WAS HELD BY CENTRAL NEW ENGLAND HEALTHALLIANCE, INC. PART II, COLUMN (C) OTHER EVENTS (10 EVENTS REPORTED) ARE: 1. SPEAKEASY HELD BY HEALTHALLIANCE HOSPITALS 2. DENNEHY GOLF TOURNAMENT HELD BY HEALTH ALLIANCE HOME HEALTH AND HOSPICE, INC. 3. LOVELIGHT HELD BY HEALTHALLIANCE HOME HEALTH AND HOSPICE, INC. 4. TEE UP FOR TOTS GOLF TOURNAMENT WAS HELD BY THE PARENT 5. LINKS TO THE FUTURE EVENT WAS HELD BY THE PARENT, 6. GOLF TOURNAMENT WAS HELD BY MARLBOROUGH HOSPITAL, INC. 7. SPANISH FOR KIDS HELD BY COMMUNITY HEALTHLINK. 8. MARANDA HOUSE MOTHER'S DAY FUNDRAISER WAS HELD BY COMMUNITY HEALTHLINK 9. DOG WALK PAWS FOR CAUSE WAS HELD BY COMMUNITY HEALTHLINK, AND 10. 125TH ANNIVERSARY EVENT WAS HELD BY CLINTON HOSPITAL ASSOCIATION

Schedule G (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

Yes

200% 250% 300% 350% 400% Other 60000.0000000000 %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

Yes

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

Yes

If "Yes," did the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	38,040,739	22,431,653	15,609,086	0.890 %
b	Medicaid (from Worksheet 3, column a) ....	324,419,180	293,624,509	30,794,671	1.750 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .	30,164,562	28,146,549	2,018,013	0.110 %
d	Total Financial Assistance and Means-Tested Government Programs .	392,624,481	344,202,711	48,421,770	2.750 %
Other Benefits		3,511,152	2,395,288	1,115,864	0.060 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	3,511,152	2,395,288	1,115,864	0.060 %
f	Health professions education (from Worksheet 5) ..	223,630,447	151,469,450	72,160,997	4.110 %
g	Subsidized health services (from Worksheet 6) ..	88,217,094	76,849,933	11,367,161	0.650 %
h	Research (from Worksheet 7)	1,276,827	65,750	1,211,077	0.070 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	3,260,000	2,780,304	479,696	0.030 %
j	Total. Other Benefits ..	319,895,520	233,560,725	86,334,795	4.920 %
k	Total. Add lines 7d and 7j .	712,520,001	577,763,436	134,756,565	7.670 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2013

Schedule H (Form 990) 2013

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing	0	0
2	Economic development	0	0
3	Community support	6,563	0	6,563	0 %
4	Environmental improvements	0	0
5	Leadership development and training for community members	0	0
6	Coalition building	3,548	0	3,548	0 %
7	Community health improvement advocacy	0	0
8	Workforce development	202,403	0	202,403	0.010 %
9	Other	0	0
10	Total	212,514		212,514	0.010 %

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

4,743,675

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

3,670,196

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

340,169,164

Enter Medicare allowable costs of care relating to payments on line 5.....

364,432,400

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-24,263,236

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %
11 COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD	PROVIDES INSURANCE	100.000 %
22 UMASS MEMORIAL INVESTMENT PARTNERSHIP LLP	MANAGES POOLED INVESTMENTS	100.000 %
33 UMASS MEMORIAL HEALTH ALLIANCE MRI CENTER LLC	MAGNETIC RESONANCE IMAGING CENTER	60.000 %
44 UMASS MEMORIAL MRI OF MARLBOROUGH LLC	MAGNETIC RESONANCE IMAGING CENTER	56.000 %
55 MEMORIAL OFFICE CONDOMINIUM TRUST	CONDO ASSOCIATION THAT OWNS MEDICAL OFFICE BUILDING	53.690 %
66 UMASS MEMORIAL MRI & IMAGING CENTER LLC	MAGNETIC RESONANCE IMAGING CENTER	50.000 %
77 NEW ENGLAND REHABILITATION SERVICES OF CENTRAL MASSACHUSETTS INC	ACUTE CARE REHABILITATION FACILITY	20.000 %
88 BIO LABS INC	CLINICAL LABORATORY	100.000 %
99 HEALTHALLIANCE WITH PHYSICIANS INC	PHYSICIAN ALLIANCE	50.000 %
1010 SHIELDS IMAGING OF MASSACHUSETTS LLC	MANAGEMENT COMPANY FOR PET IMAGING	25.000 %
1111 UMASS MEMORIAL SHIELDS PHARMACY LLC	PHARMACY SERVICES	50.000 %
1212 116 BELMONT STREET INC	CONDO ASSOCIATION	63.040 %
1313 SHIELDS SPECIALTY PHARMACY OF SPRINGFIELD LLC	PHARMACY SERVICES	50.000 %
1414 SPECIALTY PHARMACY OF NEWARK	PHARMACY SERVICES	50.000 %

Schedule H (Form 990) 2013

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?4 Name, address, primary website address, and state license number
1	UMASS MEMORIAL MEDICAL CENTER INC 55 LAKE AVE 119 BELMONT STREET WORCESTER,MA01605	X	X	X	X	X	X
2	HEALTHALLIANCE HOSPITAL INC 60 HOSPITAL ROAD LEOMINSTER,MA01453	X	X		X		X
3	MARLBOROUGH HOSPITAL 157 UNION STREET MARLBOROUGH,MA01752	X	X		X		X
4	CLINTON HOSPITAL ASSOCIATION 201 HIGHLAND STREET CLINTON,MA01510	X	X		X		X

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	UMASS MEMORIAL MEDICAL CENTER INC
Name of hospital facility or facility reporting group

If reporting on Part V, Section B for a single hospital facility only: line number of
hospital facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If "Yes," indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 12

In conducting its most recent CHNA, did the hospital facility take into account input from persons who represent the broad interests of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If "Yes," describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If "Yes," indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website (list url): WWW.UMASSMEMORIALHEALTHCARE.ORG/

Other website (list url): WWW.WORCESTERMA.GOV/

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply as of the end of the tax year):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If "No," explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ........

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If "Yes," indicate the FPG family income limit for eligibility for discounted care: 600.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If "Yes," indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Residency
i	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If "Yes," indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP?..........	17	Yes
	If "Yes," check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals’ bills

Documented its determination of whether individuals were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Section C)

Policy Relating to Emergency Medical Care

Yes

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........

Yes

If "No," indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individual to whom the hospital facility provided emergency or other medically necessary services more than the amounts generally billed to individuals who had insurance covering such care? ............................

If "Yes," explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for any service provided to that individual? .........................

Yes

If "Yes," explain in Part VI.

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	HEALTHALLIANCE HOSPITAL INC
Name of hospital facility or facility reporting group

If reporting on Part V, Section B for a single hospital facility only: line number of
hospital facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If "Yes," indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 12

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospital facilities in Part VI................................

Yes

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If "Yes," indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website (list url):

Other website (list url):

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply as of the end of the tax year):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If "Yes," indicate the FPG family income limit for eligibility for discounted care: 600.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If "Yes," indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Residency
i	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If "Yes," indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP?..........	17	Yes
	If "Yes," check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals’ bills

Documented its determination of whether individuals were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Section C)

Policy Relating to Emergency Medical Care

Yes

If "No," indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If "Yes," explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for any service provided to that individual? .........................

Yes

If "Yes," explain in Part VI.

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	MARLBOROUGH HOSPITAL
Name of hospital facility or facility reporting group

If reporting on Part V, Section B for a single hospital facility only: line number of
hospital facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If "Yes," indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 13

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospital facilities in Part VI................................

Yes

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If "Yes," indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website (list url):

Other website (list url):

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply as of the end of the tax year):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If "Yes," indicate the FPG family income limit for eligibility for discounted care: 600.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If "Yes," indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Residency
i	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If "Yes," indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP?..........	17	Yes
	If "Yes," check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals’ bills

Documented its determination of whether individuals were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Section C)

Policy Relating to Emergency Medical Care

Yes

If "No," indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If "Yes," explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for any service provided to that individual? .........................

Yes

If "Yes," explain in Part VI.

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	CLINTON HOSPITAL ASSOCIATION
Name of hospital facility or facility reporting group

If reporting on Part V, Section B for a single hospital facility only: line number of
hospital facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If "Yes," indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 13

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospital facilities in Part VI................................

Yes

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If "Yes," indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website (list url):

Other website (list url):

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply as of the end of the tax year):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If "Yes," indicate the FPG family income limit for eligibility for discounted care: 600.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If "Yes," indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Residency
i	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If "Yes," indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP?..........	17	Yes
	If "Yes," check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Section C)

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals’ bills

Documented its determination of whether individuals were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Section C)

Policy Relating to Emergency Medical Care

Yes

If "No," indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If "Yes," explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for any service provided to that individual? .........................

Yes

If "Yes," explain in Part VI.

Schedule H (Form 990) 2013

Page

Part V

Facility Information (continued)

Section C. Supplemental Information for Part V, Section B.Provide descriptions required for Part V, Section B, lines 1j, 3, 4, 5d, 6i, 7, 10, 11, 12i, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22. If applicable, provide separate descriptions for each facility in a facility reporting group, designated by "Facility A," "Facility B," etc.
Form and Line Reference	Explanation
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 3: YES, INPUT FROM DIVERSE PERSONS WHO REPRESENT THE COMMUNITY WAS TAKEN INTO ACCOUNT. UMASS MEMORIAL MEDICAL CENTER JOINED EFFORTS WITH THE WORCESTER DIVISION OF PUBLIC HEALTH (WDPH) AND COMMON PATHWAYS, A HEALTHY COMMUNITIES COALITION THAT IS COMPRISED OF 30+ HEALTH AND HUMAN SERVICE ORGANIZATIONS, IN THE DEVELOPMENT OF ITS COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA). THE DIRECTOR OF THE WDPH AND THE UMASS MEMORIAL VICE PRESIDENT OF COMMUNITY RELATIONS CO-CHAIRED THE LEADERSHIP PROCESS TO DEVELOP A CHNA AND COMMUNITY HEALTH IMPROVEMENT PLAN (CHIP) FOR THE GREATER WORCESTER REGION. DURING THE ASSESSMENT PROCESS, COMMUNITY MEMBERS WERE ENGAGED IN KEY INFORMANT INTERVIEWS, FOCUS GROUPS, AND COMMUNITY DIALOGUES, WHICH ALLOWED FOR COMMUNITY MEMBERS TO REVIEW AND DISCUSS A PRELIMINARY PROFILE OF THE REGION AND PROVIDE THEIR FEEDBACK ON COMMUNITY HEALTH-RELATED STRENGTHS, NEEDS, AND A VISION FOR THE FUTURE. TEN COMMUNITY DIALOGUE SESSIONS WERE HELD: FIVE SESSIONS IN WORCESTER, AND FIVE IN THE OUTLYING COMMUNITIES (ONE EACH IN SHREWSBURY, MILLBURY, WEST BOYLSTON, LEICESTER, AND HOLDEN). MORE THAN A TOTAL OF 3,000 INDIVIDUALS (INCLUDING PARTICIPANTS IN AN ONLINE COMMUNITY SURVEY) REPRESENTING DIVERSE INSTITUTIONS AND COMMUNITY ORGANIZATIONS FROM ACROSS THE REGION WORKED TOGETHER TO ESTABLISH A ROADMAP FOR THE FUTURE HEALTH OF THE REGION. OUR COMMUNITY BENEFITS PLAN ALIGNS WITH THE CHIP.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 3: THE COMMUNITY HEALTH ASSESSMENT PROCESS CONSISTED OF A COMPREHENSIVE GATHERING OF QUANTITATIVE (I.E., HEALTH STATUS INDICATORS) AND QUALITATIVE DATA, THROUGH FOCUS GROUPS WITH COMMUNITY MEMBERS AND THROUGH INTERVIEWS WITH COMMUNITY MEMBERS AND COMMUNITY LEADERS. PARTICIPANTS WERE DRAWN FROM AMONG COMMUNITY-BASED, EDUCATIONAL, CIVIC, GOVERNMENTAL, AND FAITH-BASED PROFESSIONALS, HEALTH CARE PROVIDERS, AND OTHERS, AND EVERY EFFORT WAS MADE TO ENSURE RACIAL/ETHNIC, SOCIOECONOMIC, AND GEOGRAPHIC DIVERSITY IN THE COMPOSITION OF FOCUS GROUPS AND INTERVIEW PARTICIPANTS. THIS ASSESSMENT WAS A JOINT EFFORT OF THE JOINT COALITION ON HEALTH (JCOH) AND THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH'S COMMUNITY HEALTH NETWORK AREA (CHNA 9), WHICH ALSO INCLUDES HEYWOOD HOSPITAL AND CLINTON HOSPITAL. A COMMUNITY HEALTH ASSESSMENT WAS CONDUCTED IN FY11 SO A COORDINATED PLAN HAS PRIORITIZED THE NEEDS OF THE COMMUNITY.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 3: THE PROCESS INCLUDED GATHERING COMMUNITY INPUT, AS WELL AS ANALYSIS OF GENERAL DATA COLLECTED FROM THE HOSPITAL AND PUBLICLY AVAILABLE DATA SOURCES. THE PROCESS ALSO INCORPORATED A SURVEY COMPONENT THAT WAS AVAILABLE IN ENGLISH, SPANISH AND PORTUGUESE, AS WELL AS KEY INFORMANT INTERVIEWS AND FOCUS GROUPS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 3: CLINTON HOSPITAL HAS BEEN INVOLVED IN THE DEVELOPMENT OF THE COMMUNITY HEALTH NEEDS ASSESSMENT (CHA) AND UTILIZES THE INFORMATION IN THE CHA TO COLLABORATE WITH OTHER COMMUNITY BASED ORGANIZATIONS, SCHOOLS, DIVERSE STAKEHOLDERS, AND MEMBERS OF THE COMMUNITY TO ADOPT IMPLEMENTATION STRATEGIES THAT ADDRESS THE UNMET HEALTH NEEDS OF THE HOSPITAL'S CATCHMENT AREA.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 4: HEALTHALLIANCE HOSPITAL DID A COMMUNITY NEEDS ASSESSMENT WITH CLINTON HOSPITAL AND HEYWOOD HOSPITAL. LINK:HTTP:WWW.UMASSMEMORIALHEALTHCARE.ORG/SITES/UMASS-MEMORIAL-HOSPITAL/FILES/DOCUMENTS/PATIENTS_VISITORS/HEALTHALLIANCE%20HOSPITAL%20BENEFITS%20PLAN%20FY13-FY14%20FINAL.PDF
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 4: THE ASSESSMENT WAS DONE IN CONJUNCTION WITH THE METRO WEST MEDICAL CENTER.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 4: THE CHA WORK WAS COMPLETED WITH THE COMBINED EFFORTS OF THE MINORITY COALITION OF NORTH CENTRAL MASSACHUSETTS, THE SPANISH AMERICAN CENTER, CLEGHORN NEIGHBORHOOD CENTER, WHEAT, THREE PYRAMIDS, BEAUTIFUL GATE CHURCH, NEW HOPE COMMUNITY CHURCH, TWIN CITIES CDC, GARDNER CDC, MEMORIAL CONGREGATIONAL CHURCH, CMAHEC, MONTACHUSETT OPPORTUNITY COUNCIL AND MANY OTHER AGENCIES, INDIVIDUALS, AND THE FOLLOWING HOSPITALS; HEYWOOD HOSPITAL, HEALTHALLIANCE HOSPITAL, CLINTON HOSPITAL. TOGETHER, THESE ENTITIES HAVE CAPITALIZED ON THEIR COMPLEMENTARY EXPERTISE AND HAVE PRODUCED A DOCUMENT THAT CAN BE USED BY STAKEHOLDERS FROM EVERY SECTOR OF THE COMMUNITY TO BETTER THE HEALTH AND WELFARE OF RESIDENTS OF NORTH CENTRAL MASSACHUSETTS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 5D: THE CHNA WAS PUBLICALLY ANNOUNCED TO THE COMMUNITY AT A PUBLIC EVENT ATTENDED BY MORE THAN 100 COMMUNITY STAKEHOLDERS AND HOSTED BY THE WORCESTER CITY MANAGER, WORCESTER DIRECTOR OF PUBLIC HEALTH, CEO OF UMASS MEMORIAL HEALTH CARE AND THE UMASS MEMORIAL VICE PRESIDENT OF COMMUNITY RELATIONS. IN ADDITION, PRESENTATIONS HAVE BEEN MADE TO DIFFERENT GROUPS INCLUDING PHILANTHROPIC ORGANIZATIONS, PHYSICIANS AND STUDENTS AT UMASS MEDICAL SCHOOL AND THROUGH ON-GOING COMMUNITY ENGAGEMENT ACTIVITIES AND DISSEMINATION THROUGH COMMON PATHWAYS HEALTHY COMMUNITIES COALITION. THE HOSPITAL AND WDPH ALSO ENGAGED IN VARIOUS MEDIA VENUES INCLUDING; PRINT AND ONLINE ARTICLES IN LOCAL NEWS AND COMMUNITY NEWSPAPERS, RADIO, PANEL DISCUSSIONS/INTERVIEWS TELEVISED ON WCCATV13 AND A FOCUS ISSUE OVERVIEWING EACH CHIP DOMAIN AREA.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 5D: THE LAST COMMUNITY HEALTH ASSESSMENT WAS MADE AVAILABLE THROUGH OUR WEBSITE AND PRESENTATIONS TO VARIOUS ORGANIZATIONS AND COMMUNITY FORUMS THROUGHOUT OUR SERVICE AREAS. THE COMMUNITY HEALTH ASSESSMENT IS ALSO AVAILABLE UPON REQUEST.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 5D: INTERNAL COMMUNICATION WAS THROUGH MARLBOROUGH HOSPITAL'S EMPLOYEE NEWSLETTER AND PRESENTATIONS TO GROUPS INCLUDING MANAGEMENT MEETINGS AND BOARD OF TRUSTEES. EXTERNAL COMMUNICATION WAS DONE BY PRESS RELEASE, POSTING ON MARLBOROUGH HOSPITAL'S WEB SITE AND FACEBOOK PAGE, AND A SUMMARY BOOKLET WAS DEVELOPED. HIGHLIGHTS OF THE INFORMATION WILL BE ALSO BE PUBLISHED IN THE ANNUAL UMASS MEMORIAL HEALTH CARE, INC. COMMUNITY BENEFIT REPORT. LINK TO COMMUNITY NEEDS ASSESSMENT:HTTP://WWW.UMASSMEMORIALHEALTHCARE.ORG/SITES/UMASS-MEMORIAL-HOSPITAL/FILES/DOCUMENTS/PATIENTS_VISITORS/MARLBOROUGH-HOSPITAL-COMMUNITY-HEALTH-NEEDS-ASSESSMENT-FOR-MARLBOROUGH-AND-HUDSON---SEPTEMBER-2013.PDF
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 5D: THE COMMUNITY HEALTH ASSESSMENT (CHA) IS AVAILABLE ON CLINTON HOSPITAL, THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH'S COMMUNITY HEALTH NETWORK AREA OF NORTH CENTRAL, AND THE JOINT COALITION ON HEALTH (JCOH) WEBSITES WITH THE AVAILABILITY UPON REQUEST FROM ANY OF THE ORGANIZATIONS MENTIONED. CLINTON HOSPITAL ALSO UNVEILS THE COMMUNITY HEALTH ASSESSMENT TO COMMUNITY GROUPS, COMMUNITY ADVISORY COMMITTEE, AND TO THE BOARD OF TRUSTEES.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 7: UMASS MEMORIAL MEDICAL CENTER'S COMMUNITY BENEFITS PLAN FUNDS AND SUPPORTS PROGRAMS AND EFFORTS THAT ADDRESS ALL PRIORITY AREAS IDENTIFIED IN THE COMMUNITY HEALTH NEEDS ASSESSMENT. THESE PRIORITY AREAS ALIGN WITH THE GREATER WORCESTER COMMUNITY HEALTH IMPROVEMENT PLAN (CHIP) COMPLETED IN COLLABORATION WITH THE WORCESTER DIVISION OF PUBLIC HEALTH AND WIDE COMMUNITY INPUT.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE 2013 CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 14G: PATIENTS WHO ARE SCHEDULED TO BE ADMITTED AND HAVE BEEN IDENTIFIED AS NON INSURED AND/OR IN NEED OF FINANCIAL ASSISTANCE WILL HAVE AN APPOINTMENT SCHEDULED PRIOR TO ADMISSION TO MEET WITH A FINANCIAL COUNSELOR. PATIENTS, WHO ARE ADMITTED TO THE HOSPITAL THROUGH THE EMERGENCY DEPARTMENT, WILL BE VISITED BY THE FINANCIAL COUNSELOR ONCE THE PATIENT IS ON THE INPATIENT FLOOR. THE MEETING WILL BE HELD WITH THE PATIENT AND/OR FAMILY AS THE PATIENT'S MEDICAL CONDITION PERMITS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM UMMMC'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM HEALTHALLIANCE'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM MARLBOROUGH'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM CLINTON'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 17E: UMMMC REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 17E: HEALTHALLIANCE HOSPITAL REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 17E: MARLBOROUGH ENGAGES A THIRD PARTY AGENCY TO ASSIST ON ALL SELF PAY ACCOUNTS AT ORIGINATION. THEY REFER ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 17E: CLINTON REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 18E: 1. PATIENTS WITH SELF-PAY RESPONSIBILITIES, INCLUDING EMERGENCY, ELECTIVE, SCHEDULED AND URGENT SERVICES WILL RECEIVE AN INITIAL BILL DELINEATING THE SERVICES AND AMOUNTS DUE FOR WHICH THEY ARE RESPONSIBLE.2. FOR ANY SELF-PAY RESPONSIBILITIES THAT REMAIN UNPAID AFTER THE INITIAL BILL, THE PATIENT WILL RECEIVE A SERIES OF MONTHLY STATEMENTS FOR 4 MONTHS OR UNTIL THE BALANCE IS RESOLVED, THE 4TH STATEMENT INDICATED AS A FINAL NOTICE. 3. PROVIDER ACCOUNTING STAFF WILL MAKE A TELEPHONE CALL TO ANY PATIENT WITH AN OUTSTANDING SELF-PAY BALANCE OF $1,000 OR MORE DURING THE NORMAL SELF-PAY BILLING AND COLLECTION PROCESS. 4. HAH WILL SEND A FINAL NOTICE BY CERTIFIED MAIL FOR BALANCES OVER $1,000 WHERE NOTICES HAVE NOT BEEN RETURNED AS "INCORRECT ADDRESS" OR "UNDELIVERABLE" FOR EMERGENCY CARE PATIENTS.5. ADDITIONAL NOTICES AND/OR LETTERS MAY BE SENT TO DEBTOR PATIENTS DURING THE BILLING AND COLLECTION PROCESS IN AN EFFORT TO RESOLVE OUTSTANDING BALANCES.6. RETURNED MAIL AND/OR UNDELIVERABLE MAIL WILL BE RESEARCHED BY THE PROVIDER ACCOUNTING STAFF TO OBTAINED VALID ADDRESSES. DATABASES AND PRIOR VISIT INFORMATION WILL BE UTILIZED.7. ALL SUCH EFFORTS TO COLLECT BALANCES, AS WELL AS ANY PATIENT INITIATED INQUIRIES, WILL BE DOCUMENTED ON THE GUARANTOR'S ACCOUNT AND AVAILABLE FOR REVIEW.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 20D: HEALTHALLIANCE CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 22: UMMMC CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 22: HEALTHALLIANCE CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 22: MARLBOROUGH CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 22: CLINTON CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.

Schedule H (Form 990) 2013

Page

Part VFacility Information (continued)

Section D. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?4
Name and address		Type of Facility (describe)
1	UMASS MEMORIAL LABORATORIES BIOTECH ONE 365 PLANTATION STREET WORCESTER,MA01605	SATELLITE - LAB SERVICES
2	UMASS MEMORIAL MED CENTER(PATHOLOGY) BIOTECH THREE ONE INNOVATION DRIVE WORCESTER,MA01605	SATELLITE - PATHOLOGY SERVICES
3	UMASS MEMORIAL MED CENTER AMBULANCE 23 WELL STREET WORCESTER,MA01604	SATELLITE - AMBULATORY SERVICES
4	UMASS MEMORIAL MED CENTER AMBULANCE 100 PROVIDENCE STREET WORCESTER,MA01604	SATELLITE - AMBULATORY SERVICES
5
6
7
8
9
10

Schedule H (Form 990) 2013

Page

Part VI

Supplemental Information

Provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II and Part III, lines 2, 3, 4, 8 and 9b.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any CHNAs reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.

Form and Line Reference	Explanation
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 3: YES, INPUT FROM DIVERSE PERSONS WHO REPRESENT THE COMMUNITY WAS TAKEN INTO ACCOUNT. UMASS MEMORIAL MEDICAL CENTER JOINED EFFORTS WITH THE WORCESTER DIVISION OF PUBLIC HEALTH (WDPH) AND COMMON PATHWAYS, A HEALTHY COMMUNITIES COALITION THAT IS COMPRISED OF 30+ HEALTH AND HUMAN SERVICE ORGANIZATIONS, IN THE DEVELOPMENT OF ITS COMMUNITY HEALTH NEEDS ASSESSMENT (CHNA). THE DIRECTOR OF THE WDPH AND THE UMASS MEMORIAL VICE PRESIDENT OF COMMUNITY RELATIONS CO-CHAIRED THE LEADERSHIP PROCESS TO DEVELOP A CHNA AND COMMUNITY HEALTH IMPROVEMENT PLAN (CHIP) FOR THE GREATER WORCESTER REGION. DURING THE ASSESSMENT PROCESS, COMMUNITY MEMBERS WERE ENGAGED IN KEY INFORMANT INTERVIEWS, FOCUS GROUPS, AND COMMUNITY DIALOGUES, WHICH ALLOWED FOR COMMUNITY MEMBERS TO REVIEW AND DISCUSS A PRELIMINARY PROFILE OF THE REGION AND PROVIDE THEIR FEEDBACK ON COMMUNITY HEALTH-RELATED STRENGTHS, NEEDS, AND A VISION FOR THE FUTURE. TEN COMMUNITY DIALOGUE SESSIONS WERE HELD: FIVE SESSIONS IN WORCESTER, AND FIVE IN THE OUTLYING COMMUNITIES (ONE EACH IN SHREWSBURY, MILLBURY, WEST BOYLSTON, LEICESTER, AND HOLDEN). MORE THAN A TOTAL OF 3,000 INDIVIDUALS (INCLUDING PARTICIPANTS IN AN ONLINE COMMUNITY SURVEY) REPRESENTING DIVERSE INSTITUTIONS AND COMMUNITY ORGANIZATIONS FROM ACROSS THE REGION WORKED TOGETHER TO ESTABLISH A ROADMAP FOR THE FUTURE HEALTH OF THE REGION. OUR COMMUNITY BENEFITS PLAN ALIGNS WITH THE CHIP.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 3: THE COMMUNITY HEALTH ASSESSMENT PROCESS CONSISTED OF A COMPREHENSIVE GATHERING OF QUANTITATIVE (I.E., HEALTH STATUS INDICATORS) AND QUALITATIVE DATA, THROUGH FOCUS GROUPS WITH COMMUNITY MEMBERS AND THROUGH INTERVIEWS WITH COMMUNITY MEMBERS AND COMMUNITY LEADERS. PARTICIPANTS WERE DRAWN FROM AMONG COMMUNITY-BASED, EDUCATIONAL, CIVIC, GOVERNMENTAL, AND FAITH-BASED PROFESSIONALS, HEALTH CARE PROVIDERS, AND OTHERS, AND EVERY EFFORT WAS MADE TO ENSURE RACIAL/ETHNIC, SOCIOECONOMIC, AND GEOGRAPHIC DIVERSITY IN THE COMPOSITION OF FOCUS GROUPS AND INTERVIEW PARTICIPANTS. THIS ASSESSMENT WAS A JOINT EFFORT OF THE JOINT COALITION ON HEALTH (JCOH) AND THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH'S COMMUNITY HEALTH NETWORK AREA (CHNA 9), WHICH ALSO INCLUDES HEYWOOD HOSPITAL AND CLINTON HOSPITAL. A COMMUNITY HEALTH ASSESSMENT WAS CONDUCTED IN FY11 SO A COORDINATED PLAN HAS PRIORITIZED THE NEEDS OF THE COMMUNITY.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 3: THE PROCESS INCLUDED GATHERING COMMUNITY INPUT, AS WELL AS ANALYSIS OF GENERAL DATA COLLECTED FROM THE HOSPITAL AND PUBLICLY AVAILABLE DATA SOURCES. THE PROCESS ALSO INCORPORATED A SURVEY COMPONENT THAT WAS AVAILABLE IN ENGLISH, SPANISH AND PORTUGUESE, AS WELL AS KEY INFORMANT INTERVIEWS AND FOCUS GROUPS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 3: CLINTON HOSPITAL HAS BEEN INVOLVED IN THE DEVELOPMENT OF THE COMMUNITY HEALTH NEEDS ASSESSMENT (CHA) AND UTILIZES THE INFORMATION IN THE CHA TO COLLABORATE WITH OTHER COMMUNITY BASED ORGANIZATIONS, SCHOOLS, DIVERSE STAKEHOLDERS, AND MEMBERS OF THE COMMUNITY TO ADOPT IMPLEMENTATION STRATEGIES THAT ADDRESS THE UNMET HEALTH NEEDS OF THE HOSPITAL'S CATCHMENT AREA.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 4: HEALTHALLIANCE HOSPITAL DID A COMMUNITY NEEDS ASSESSMENT WITH CLINTON HOSPITAL AND HEYWOOD HOSPITAL. LINK:HTTP:WWW.UMASSMEMORIALHEALTHCARE.ORG/SITES/UMASS-MEMORIAL-HOSPITAL/FILES/DOCUMENTS/PATIENTS_VISITORS/HEALTHALLIANCE%20HOSPITAL%20BENEFITS%20PLAN%20FY13-FY14%20FINAL.PDF
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 4: THE ASSESSMENT WAS DONE IN CONJUNCTION WITH THE METRO WEST MEDICAL CENTER.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 4: THE CHA WORK WAS COMPLETED WITH THE COMBINED EFFORTS OF THE MINORITY COALITION OF NORTH CENTRAL MASSACHUSETTS, THE SPANISH AMERICAN CENTER, CLEGHORN NEIGHBORHOOD CENTER, WHEAT, THREE PYRAMIDS, BEAUTIFUL GATE CHURCH, NEW HOPE COMMUNITY CHURCH, TWIN CITIES CDC, GARDNER CDC, MEMORIAL CONGREGATIONAL CHURCH, CMAHEC, MONTACHUSETT OPPORTUNITY COUNCIL AND MANY OTHER AGENCIES, INDIVIDUALS, AND THE FOLLOWING HOSPITALS; HEYWOOD HOSPITAL, HEALTHALLIANCE HOSPITAL, CLINTON HOSPITAL. TOGETHER, THESE ENTITIES HAVE CAPITALIZED ON THEIR COMPLEMENTARY EXPERTISE AND HAVE PRODUCED A DOCUMENT THAT CAN BE USED BY STAKEHOLDERS FROM EVERY SECTOR OF THE COMMUNITY TO BETTER THE HEALTH AND WELFARE OF RESIDENTS OF NORTH CENTRAL MASSACHUSETTS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 5D: THE CHNA WAS PUBLICALLY ANNOUNCED TO THE COMMUNITY AT A PUBLIC EVENT ATTENDED BY MORE THAN 100 COMMUNITY STAKEHOLDERS AND HOSTED BY THE WORCESTER CITY MANAGER, WORCESTER DIRECTOR OF PUBLIC HEALTH, CEO OF UMASS MEMORIAL HEALTH CARE AND THE UMASS MEMORIAL VICE PRESIDENT OF COMMUNITY RELATIONS. IN ADDITION, PRESENTATIONS HAVE BEEN MADE TO DIFFERENT GROUPS INCLUDING PHILANTHROPIC ORGANIZATIONS, PHYSICIANS AND STUDENTS AT UMASS MEDICAL SCHOOL AND THROUGH ON-GOING COMMUNITY ENGAGEMENT ACTIVITIES AND DISSEMINATION THROUGH COMMON PATHWAYS HEALTHY COMMUNITIES COALITION. THE HOSPITAL AND WDPH ALSO ENGAGED IN VARIOUS MEDIA VENUES INCLUDING; PRINT AND ONLINE ARTICLES IN LOCAL NEWS AND COMMUNITY NEWSPAPERS, RADIO, PANEL DISCUSSIONS/INTERVIEWS TELEVISED ON WCCATV13 AND A FOCUS ISSUE OVERVIEWING EACH CHIP DOMAIN AREA.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 5D: THE LAST COMMUNITY HEALTH ASSESSMENT WAS MADE AVAILABLE THROUGH OUR WEBSITE AND PRESENTATIONS TO VARIOUS ORGANIZATIONS AND COMMUNITY FORUMS THROUGHOUT OUR SERVICE AREAS. THE COMMUNITY HEALTH ASSESSMENT IS ALSO AVAILABLE UPON REQUEST.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 5D: INTERNAL COMMUNICATION WAS THROUGH MARLBOROUGH HOSPITAL'S EMPLOYEE NEWSLETTER AND PRESENTATIONS TO GROUPS INCLUDING MANAGEMENT MEETINGS AND BOARD OF TRUSTEES. EXTERNAL COMMUNICATION WAS DONE BY PRESS RELEASE, POSTING ON MARLBOROUGH HOSPITAL'S WEB SITE AND FACEBOOK PAGE, AND A SUMMARY BOOKLET WAS DEVELOPED. HIGHLIGHTS OF THE INFORMATION WILL BE ALSO BE PUBLISHED IN THE ANNUAL UMASS MEMORIAL HEALTH CARE, INC. COMMUNITY BENEFIT REPORT. LINK TO COMMUNITY NEEDS ASSESSMENT:HTTP://WWW.UMASSMEMORIALHEALTHCARE.ORG/SITES/UMASS-MEMORIAL-HOSPITAL/FILES/DOCUMENTS/PATIENTS_VISITORS/MARLBOROUGH-HOSPITAL-COMMUNITY-HEALTH-NEEDS-ASSESSMENT-FOR-MARLBOROUGH-AND-HUDSON---SEPTEMBER-2013.PDF
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 5D: THE COMMUNITY HEALTH ASSESSMENT (CHA) IS AVAILABLE ON CLINTON HOSPITAL, THE MASSACHUSETTS DEPARTMENT OF PUBLIC HEALTH'S COMMUNITY HEALTH NETWORK AREA OF NORTH CENTRAL, AND THE JOINT COALITION ON HEALTH (JCOH) WEBSITES WITH THE AVAILABILITY UPON REQUEST FROM ANY OF THE ORGANIZATIONS MENTIONED. CLINTON HOSPITAL ALSO UNVEILS THE COMMUNITY HEALTH ASSESSMENT TO COMMUNITY GROUPS, COMMUNITY ADVISORY COMMITTEE, AND TO THE BOARD OF TRUSTEES.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 7: UMASS MEMORIAL MEDICAL CENTER'S COMMUNITY BENEFITS PLAN FUNDS AND SUPPORTS PROGRAMS AND EFFORTS THAT ADDRESS ALL PRIORITY AREAS IDENTIFIED IN THE COMMUNITY HEALTH NEEDS ASSESSMENT. THESE PRIORITY AREAS ALIGN WITH THE GREATER WORCESTER COMMUNITY HEALTH IMPROVEMENT PLAN (CHIP) COMPLETED IN COLLABORATION WITH THE WORCESTER DIVISION OF PUBLIC HEALTH AND WIDE COMMUNITY INPUT.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE 2013 CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 7: THE HOSPITAL RESPONDS TO PRIORITY HEALTH NEEDS IN MANY WAYS, AND IN TIMES THAT ARE CRITICAL FOR PATIENTS IN CRISIS. IN ADDITION TO CHARITY CARE, INDIGENT CARE, A SIGNIFICANT NUMBER OF PROGRAMS AND SERVICES OFFERED ADDRESS THE PRIORITY NEEDS IDENTIFIED IN THE CHNA. OUR HOSPITAL DOES NOT HAVE THE AVAILABLE RESOURCES TO DEVELOP INITIATIVES TO MEET EVERY PRIORITY HEALTH NEED IDENTIFIED, WHICH MAKES COLLABORATION WITH COMMUNITY ASSETS CRITICAL. THE HOSPITAL IS NOT CURRENTLY ADDRESSING ALL CHRONIC CONDITIONS.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 14G: PATIENTS WHO ARE SCHEDULED TO BE ADMITTED AND HAVE BEEN IDENTIFIED AS NON INSURED AND/OR IN NEED OF FINANCIAL ASSISTANCE WILL HAVE AN APPOINTMENT SCHEDULED PRIOR TO ADMISSION TO MEET WITH A FINANCIAL COUNSELOR. PATIENTS, WHO ARE ADMITTED TO THE HOSPITAL THROUGH THE EMERGENCY DEPARTMENT, WILL BE VISITED BY THE FINANCIAL COUNSELOR ONCE THE PATIENT IS ON THE INPATIENT FLOOR. THE MEETING WILL BE HELD WITH THE PATIENT AND/OR FAMILY AS THE PATIENT'S MEDICAL CONDITION PERMITS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM UMMMC'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM HEALTHALLIANCE'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM MARLBOROUGH'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 16E: POLICY ON LIENS-NO LIENS WILL BE INITIATED AGAINST A PATIENT'S PRIMARY RESIDENCE OR MOTOR VEHICLE WITHOUT WRITTEN APPROVAL FROM CLINTON'S BOARD OF TRUSTEES. ALL APPROVALS BY THE BOARD OF TRUSTEES WILL BE MADE ON AN INDIVIDUAL CASE BASES. WE ALSO SEND STATEMENTS AND MAKE PHONE CALLS.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 17E: UMMMC REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 17E: HEALTHALLIANCE HOSPITAL REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 17E: MARLBOROUGH ENGAGES A THIRD PARTY AGENCY TO ASSIST ON ALL SELF PAY ACCOUNTS AT ORIGINATION. THEY REFER ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 17E: CLINTON REFERS ACCOUNTS TO A CREDIT AGENCY WHEN WRITTEN OFF AS BAD DEBT FOR FURTHER COLLECTIONS. THESE AGENCIES CONTINUE COLLECTIONS WITHOUT IMPACT TO THE CREDIT RATING.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 18E: 1. PATIENTS WITH SELF-PAY RESPONSIBILITIES, INCLUDING EMERGENCY, ELECTIVE, SCHEDULED AND URGENT SERVICES WILL RECEIVE AN INITIAL BILL DELINEATING THE SERVICES AND AMOUNTS DUE FOR WHICH THEY ARE RESPONSIBLE.2. FOR ANY SELF-PAY RESPONSIBILITIES THAT REMAIN UNPAID AFTER THE INITIAL BILL, THE PATIENT WILL RECEIVE A SERIES OF MONTHLY STATEMENTS FOR 4 MONTHS OR UNTIL THE BALANCE IS RESOLVED, THE 4TH STATEMENT INDICATED AS A FINAL NOTICE. 3. PROVIDER ACCOUNTING STAFF WILL MAKE A TELEPHONE CALL TO ANY PATIENT WITH AN OUTSTANDING SELF-PAY BALANCE OF $1,000 OR MORE DURING THE NORMAL SELF-PAY BILLING AND COLLECTION PROCESS. 4. HAH WILL SEND A FINAL NOTICE BY CERTIFIED MAIL FOR BALANCES OVER $1,000 WHERE NOTICES HAVE NOT BEEN RETURNED AS "INCORRECT ADDRESS" OR "UNDELIVERABLE" FOR EMERGENCY CARE PATIENTS.5. ADDITIONAL NOTICES AND/OR LETTERS MAY BE SENT TO DEBTOR PATIENTS DURING THE BILLING AND COLLECTION PROCESS IN AN EFFORT TO RESOLVE OUTSTANDING BALANCES.6. RETURNED MAIL AND/OR UNDELIVERABLE MAIL WILL BE RESEARCHED BY THE PROVIDER ACCOUNTING STAFF TO OBTAINED VALID ADDRESSES. DATABASES AND PRIOR VISIT INFORMATION WILL BE UTILIZED.7. ALL SUCH EFFORTS TO COLLECT BALANCES, AS WELL AS ANY PATIENT INITIATED INQUIRIES, WILL BE DOCUMENTED ON THE GUARANTOR'S ACCOUNT AND AVAILABLE FOR REVIEW.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 20D: HEALTHALLIANCE CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 20D: THE HOSPITAL FACILITY BILLS GROSS CHARGES WITH A 20% PROMPT PAY DISCOUNT.
UMASS MEMORIAL MEDICAL CENTER, INC.	PART V, SECTION B, LINE 22: UMMMC CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
HEALTHALLIANCE HOSPITAL, INC.	PART V, SECTION B, LINE 22: HEALTHALLIANCE CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
MARLBOROUGH HOSPITAL	PART V, SECTION B, LINE 22: MARLBOROUGH CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.
CLINTON HOSPITAL ASSOCIATION	PART V, SECTION B, LINE 22: CLINTON CHARGES ALL PATIENTS THE PUBLISHED CHARGE. WHEN THE PATIENT HAS BEEN DETERMINED FOR A DISCOUNT, THE DISCOUNT IS THEN APPLIED TO THE TOTAL CHARGE, AND THE AMOUNT OWED BY THE GUARANTOR IS NOW REDUCED.

Schedule H (Form 990) 2013

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

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

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 Governments and Organizations in the United States. 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	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) EDWARD M KENNEDY COMMUNITY HEALTH CENTER INC 19 TACOMA STREET WORCESTER,MA01605	04-2513817	1,000,000	SUPPORT FOR HEALTH CENTER'S MISSION
(2) FAMILY HEALTH CENTER OF WORCESTER INC 26 QUEEN STREET WORCESTER,MA01610	04-2485308	1,000,000	SUPPORT FOR HEALTH CENTER'S MISSION
(3) UNIVERSITY OF MA MEDICAL SCHOOL 55 LAKE AVE WORCESTER,MA01655	04-3167352	2,000,000	ACADEMIC CHAIR FUNDING
(4) UNIVERSITY OF MA MEDICAL SCHOOL 55 LAKE AVE WORCESTER,MA01655	04-3167352	200,000	MUSCULOSKELETAL CENTER EXCELLENCE GRANT
(5) UNIVERSITY OF MA MEDICAL SCHOOL 55 LAKE AVE WORCESTER,MA01655	04-3167352	50,000	INTERVENTIONAL NEURORADIOLOGY RESEARCH
(6) UNIVERSITY OF MA MEDICAL SCHOOL 55 LAKE AVE WORCESTER,MA01655	04-3167352	30,000	COMPLEX AORTIC ANEURYSM REPAIR STUDY

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) 2013

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. 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
(1) INTERNSHIPS	33	75,914

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

FORM 990, SCHEDULE I, PART I LINE 2:

PART I LINE 2: MEDICAL CENTER: AT REASONABLE INTERVALS, RE-EVALUATION OF THE GRANTS OCCURS TO ENSURE THAT THE ARRANGEMENTS ARE EXPECTED TO CONTINUE TO SATISFY THE STANDARD SET FORTH. THE HEALTH CENTERS WILL DOCUMENT THE RE-EVALUATION CONTEMPORANEOUSLY. PART I LINE 2: MEDICAL CENTER: AS PART OF THE FUNDING AGREEMENT, BI-ANNUAL UPDATES WILL BE PROVIDED TO THE SENIOR VICE PRESIDENT FOR OPERATIONS OF THE MEDICAL CENTER RESPONSIBLE FOR THE MUSCULOSKELETAL CENTER OF EXCELLENCE. PART I LINE 2: MEDICAL CENTER: RESEARCH GRANTS WILL BE FUNDED ANNUALLY, FOLLOWING ANNUAL UPDATES PROVIDED BY THE DIVISION DIRECTOR AND/OR DEPARTMENT CHAIR TO THE SENIOR VICE PRESIDENT OF OPERATIONS RESPONSIBLE FOR THE RADIOLOGY DEPARTMENT AND THE INTERVENTIONAL NEURORADIOLOGY DIVISION. PART I LINE 2: MEDICAL CENTER: GRANT FUNDED ON A PER YEAR BASIS FOR THE DURATION OF THE STUDY; WITH ANNUAL COST RECONCILIATIONS PERFORMED AND PROVIDED TO THE MEDICAL CENTER. PART II LINE 1(H): MEDICAL CENTER: THE STANDARD SET FORTH IS A REASONABLE EXPECTATION THAT THE GRANTS WILL CONTRIBUTE MEANINGFULLY TO EACH OF THE HEALTH CENTER'S ABILITY TO MAINTAIN OR INCREASE THE AVAILABILITY, OR ENHANCE THE QUALITY, OF SERVICES PROVIDED TO A MEDICALLY UNDERSERVED POPULATION SERVICED BY THE HEALTH CENTERS. EACH HEALTH CENTER HAS DOCUMENTED THE BASIS FOR SAID REASONABLE EXPECTATION. PART II LINE 1(H): MEDICAL CENTER: THESE GRANTS REPRESENT HIGHLY COLLABORATIVE PROJECTS AMONG THREE DEPARTMENTS (ORTHOPEDICS, MEDICINE (PHEUMATOLOGY) AND CELL BIOLOGY) THAT FOCUS ON THE ROLE OF MICRORNAS IN THE PATHOGENESIS OF RHEUMATOID ARTHRITIS AND OSTEOARTHRITIS, AND ADDRESS THE POTENTIAL ROLE OF MICRORNAS AS BIOMARKERS OF DISEASE. PART II LINE 1(H): MEDICAL CENTER: THIS GRANT ALLOWS THE MEDICAL SCHOOL TO RECEIVE A THREE YEAR RESEARCH GRANT FOR START UP FUNDING RESEARCH UNDER THE DIRECTOR OF THE MEDICAL SCHOOL'S DIVISION DIRECTOR FOR INTERVENTIONAL NEURORADIOLOGY. PART II LINE 1(H): MEDICAL CENTER: THE PRIMARY OBJECTIVE OF THE PRESENT STUDY IS TO EVALUATE THE SAFETY AND EFFICACY OF PHYSICIAN-MODIFICATION OF FDA-APPROVED OFF-THE-SHELF ENDOVASCULAR GRAFTS IN THE TREATMENT OF PATIENTS WITH COMPLEX ABDOMINAL OR THROCOABDOMINAL ANEURYSMS OR ULCERS. PART I LINE 2: HEALTHALLIANCE HOSPITALS, INC.: PRIOR TO THE DISTRIBUTION OF ANY AND ALL SCHOLARSHIP/INTERNSHIP FUNDS, HEALTHALLIANCE REQUIRES VERIFICATION OF PROGRAM ENROLLMENT FROM ALL RECIPIENTS.

Schedule I (Form 990) 2013

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

See separate instructions.
SchJMediumBullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

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? ..

Yes

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? ................

Yes

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

Yes

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) and 501(c)(4) organizations only 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 ............

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) 2013

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 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)	(F) Compensation reported as deferred in prior Form 990
(1)ALFRED HOWARD MDDIRECTOR, UMM ACO, INC.	(i) (ii)	238,246 0	23,728 0	0 0	13,542 0	11,983 0	287,499 0	0 0
(2)ANDRIENI JULIA MDDIRECTOR UNTIL 4/2013, UMM MED GROUP	(i) (ii)	201,374 0	0 0	0 0	1,665 0	10,686 0	213,725 0	0 0
(3)BAGLEY PETER MDDIRECTOR, UMM ACO, INC.	(i) (ii)	239,415 0	146,751 0	0 0	25,568 0	28,253 0	439,987 0	0 0
(4)BROWN ALAN P MDDIRECTOR, UMBHS, INC.	(i) (ii)	168,038 0	22,550 0	0 0	9,868 0	24,335 0	224,791 0	0 0
(5)CARLUCCI DANIEL MDDIRECTOR, MARLBOROUGH HOSPITAL	(i) (ii)	282,117 0	55,259 0	0 0	13,060 0	28,254 0	378,690 0	0 0
(6)CAVAGNARO CHARLES EIII MDDIRECTOR UNTIL 9/14, UMM HOSPITALS,	(i) (ii)	0 315,930	0 137,750	0 4,982	0 598,775	0 34,558	0 1,091,995	0 0
(7)COFONE MICHAEL JTREASURER/DIRECTOR, COORDINATED PRIM	(i) (ii)	269,145 0	72,332 0	13,194 0	7,369 0	26,126 0	388,166 0	0 0
(8)CORBETT WILLIAM MDDIRECTOR, MARLBOROUGH HOSPITAL	(i) (ii)	300,981 0	49,285 0	24,982 0	62,591 0	21,516 0	459,355 0	24,982 0
(9)DALY SHEILAPRESIDENT, CLINTON HOSPITAL ASSOC.,	(i) (ii)	205,558 0	20,790 0	0 0	18,095 0	18,759 0	263,202 0	0 0
(10)DICKSON ERIC W MDPRESIDENT & CEO/DIRECTOR, UMM HEALTH	(i) (ii)	647,455 0	112,000 0	1,647 0	102,652 0	54,146 0	917,900 0	0 0
(11)DUNCAN DAVIDDIRECTOR, COORDINATED PRIMARY CARE,	(i) (ii)	160,138 0	35,457 0	7,016 0	6,643 0	22,351 0	231,605 0	0 0
(12)EISENSTOCK JORDAN MDDIRECTOR, UMM ACO, INC.	(i) (ii)	135,172 0	34,570 0	19,889 0	9,718 0	23,273 0	222,622 0	0 0
(13)FAIRCHILD DAVID MDPRESIDENT/DIRECTOR, UMM ACO, INC.	(i) (ii)	380,776 0	38,824 0	21,172 0	123,478 0	24,802 0	589,052 0	21,172 0
(14)FERGUSON R KEVIN MDDIRECTOR, UMM MED GROUP, INC.	(i) (ii)	204,432 0	45,061 0	0 0	12,736 0	24,205 0	286,434 0	0 0
(15)FERRUCCI JOSEPH MDDIRECTOR UNTIL 3/31/13, CMMIC, INC.	(i) (ii)	350,002 0	25,514 0	1,385 0	13,096 0	27,457 0	417,454 0	0 0
(16)FINBERG ROBERT W MDDIRECTOR, UMM HEALTH CARE, INC.	(i) (ii)	250,236 0	33,498 0	0 0	79,745 0	30,752 0	394,231 0	0 0
(17)GOTTLIEB PHILIP D MDDIRECTOR UNTIL 12/13, CLINTON HOSPIT	(i) (ii)	231,396 0	138,943 0	0 0	12,977 0	24,484 0	407,800 0	0 0
(18)HARLAN DAVID MDDIRECTOR, UMM ACO, INC.	(i) (ii)	149,645 0	33,000 0	0 0	9,440 0	25,012 0	217,097 0	0 0
(19)KEATING TODD ATREASURER UNTIL 2/14, UMM HEALTH CAR	(i) (ii)	478,739 0	57,873 0	39,801 0	881,071 0	16,677 0	1,474,161 0	39,801 0
(20)KENNEDY KATHRYN MDDIRECTOR, UMM MED GROUP, INC.	(i) (ii)	221,573 0	80,094 0	7,339 0	12,979 0	28,254 0	350,239 0	0 0
(21)LAPRIORE CHERYL MPRESIDENT/DIRECTOR, UMM HEALTH VENT	(i) (ii)	235,835 0	25,281 0	19,807 0	61,342 0	22,314 0	364,579 0	19,807 0
(22)LASSER DANIEL H MDDIRECTOR, UMM MED GROUP, INC.	(i) (ii)	206,500 0	40,705 0	0 0	0 0	26,787 0	273,992 0	0 0
(23)MESSINA LOUIS MDDIRECTOR UNTIL 3/14, UMM MED GROUP,	(i) (ii)	534,026 0	92,704 0	0 0	32,864 0	28,247 0	687,841 0	0 0
(24)METZMAKER JEFFREY N MDDIRECTOR, UMM MED GROUP, INC.	(i) (ii)	296,014 0	139,617 0	0 0	12,750 0	25,747 0	474,128 0	0 0
(25)MOORE KARENPRESIDENT/DIRECTOR UNTIL 3/25/13, MA	(i) (ii)	110,133 0	0 0	247,495 0	57,412 0	25,065 0	440,105 0	258,967 0
(26)MULDOON PATRICKPRESIDENT, UMM MED CTR, INC.,	(i) (ii)	451,366 0	58,458 0	35,174 0	119,680 0	32,598 0	697,276 0	35,174 0
(27)NOMPLEGGI DOMINIC MDDIRECTOR, UMM MED GROUP, INC.	(i) (ii)	224,938 0	144,270 0	0 0	12,975 0	28,253 0	410,436 0	0 0
(28)O'BRIEN JOHN GPRESIDENT & CEO UNTIL 2/25/13, UMM H	(i) (ii)	325,762 0	0 0	3,151,532 0	25,658 0	10,569 0	3,513,521 0	1,879,899 0
(29)OKIKE O NSIDINANYA MDDIRECTOR, UMM HEALTH CARE, INC.	(i) (ii)	426,137 0	85,538 0	0 0	13,169 0	27,602 0	552,446 0	0 0
(30)O'LEARY DANIEL MDDIRECTOR, COORDINATED PRIMARY CARE,	(i) (ii)	146,707 0	23,875 0	662 0	1,977 0	2,698 0	175,919 0	0 0
(31)ROSEN MAX P MDDIRECTOR, CMMIC, INC.	(i) (ii)	367,765 0	35,000 0	0 0	12,750 0	4,211 0	419,726 0	0 0
(32)SWENSON DANA EPRESIDENT/DIRECTOR, UMM REALTY, INC.	(i) (ii)	236,445 0	24,294 0	4,905 0	107,418 0	21,514 0	394,576 0	4,905 0
(33)SZYMANSKI CANDRA DINTERIM PRESIDENT UNTIL 12/13, MARLB	(i) (ii)	213,601 0	15,667 0	1,527 0	156,400 0	761 0	387,956 0	0 0
(34)TOSI STEPHEN E MDPRESIDENT, UMM MED GROUP, INC., DIRE	(i) (ii)	435,312 0	65,638 0	307,598 0	256,909 0	27,230 0	1,092,687 0	232,684 0
(35)ZIEDONIS DOUGLAS MDPRESIDENT/DIRECTOR, UMBHS, INC.	(i) (ii)	193,430 0	17,250 0	0 0	10,998 0	28,253 0	249,931 0	0 0
(36)BRONHARD JOHNINTERIM TREASURER, CNEHA, INC.	(i) (ii)	149,964 0	10,709 0	250 0	3,099 0	6,434 0	170,456 0	0 0
(37)BROWN DOUGLAS SSECRETARY, UMM HEALTH CARE, INC., DI	(i) (ii)	431,069 0	52,526 0	38,688 0	95,114 0	23,506 0	640,903 0	38,688 0
(38)EKSTROM DEBORAHPRESIDENT, COMMUNITY HEALTHLINK, INC	(i) (ii)	194,292 0	20,053 0	16,103 0	48,583 0	28,640 0	307,671 0	15,224 0
(39)FELDMANN ROBERTTREASURER UNTIL 7/7/14, CRIR, INC.	(i) (ii)	251,395 0	25,844 0	0 0	54,241 0	22,814 0	354,294 0	0 0
(40)GREENWOOD JOHNTREASURER, UMM ACO, INC.	(i) (ii)	209,312 0	25,000 0	15,607 0	35,468 0	22,048 0	307,435 0	15,607 0
(41)MCCUE STEVENTREASURER, MARLBOROUGH HOSPITAL	(i) (ii)	174,930 0	8,739 0	0 0	10,965 0	22,178 0	216,812 0	0 0
(42)O'BRIEN WILLIAMSECRETARY, UMBHS, INC.	(i) (ii)	115,151 0	2,982 0	0 0	15,166 0	25,351 0	158,650 0	0 0
(43)OLSON JEFFREYTREASURER, CLINTON HOSPITAL ASSOC.	(i) (ii)	139,610 0	14,699 0	0 0	3,230 0	24,478 0	182,017 0	0 0
(44)SHAKMAN ALICEPRESIDENT, CMMIC, INC.	(i) (ii)	252,560 0	19,224 0	21,020 0	43,114 0	11,754 0	347,672 0	21,020 0
(45)SMITH FRANCIS WCLERK, UMM HEALTH VENTURES, INC.	(i) (ii)	184,952 0	31,230 0	0 0	8,723 0	26,514 0	251,419 0	0 0
(46)STREETER MICHELETREASURER, UMM MED GROUP, INC.	(i) (ii)	367,250 0	70,645 0	20,455 0	53,710 0	21,538 0	533,598 0	20,455 0
(47)ANDERSON MILTONSR. VP, CHIEF HR OFFICER UNTIL 9/14	(i) (ii)	402,965 0	124,694 0	16,000 0	837,328 0	31,972 0	1,412,959 0	0 0
(48)BOLLAND ESHGHI KATHARINEVP, DEPUTY GENERAL COUNSEL	(i) (ii)	287,117 0	29,435 0	19,617 0	79,688 0	23,314 0	439,171 0	19,617 0
(49)BRENCKLE GEORGE PHDSR. VP, CHIEF INFORMATION OFFICER UN	(i) (ii)	303,499 0	31,203 0	30,125 0	659,074 0	25,834 0	1,049,735 0	30,125 0
(50)CYR JAMES PSR VP, HEART AND VASCULAR DISEASES	(i) (ii)	232,157 0	18,791 0	17,608 0	57,803 0	22,312 0	348,671 0	17,608 0
(51)DALEY JENNIFER MDEXECUTIVE VP, CHIEF OPERATING OFFICE	(i) (ii)	374,942 0	57,935 0	256,168 0	143,722 0	32,296 0	865,063 0	716,043 0
(52)DAY THERESEVP, FINANCE / CFO OF MED CENTER	(i) (ii)	285,339 0	16,951 0	21,575 0	57,576 0	22,312 0	403,753 0	21,575 0
(53)DIAMOND VICTORIASR. VP, OPERATIONS, UNTIL 1/14	(i) (ii)	267,195 0	20,413 0	22,802 0	494,283 0	13,387 0	818,080 0	22,802 0
(54)FISHER BARBARASR VP, OPERATIONS	(i) (ii)	250,541 0	19,474 0	0 0	81,093 0	23,514 0	374,622 0	0 0
(55)HUDLIN MARGARET MDCHIEF MED OFFICER/VP PERIOPERATIVE S	(i) (ii)	293,964 0	26,250 0	0 0	27,893 0	24,818 0	372,925 0	0 0
(56)HYLKA SHARONSR. VP, HOSPITAL ADMIN UNTIL 1/14	(i) (ii)	307,917 0	23,600 0	36,673 0	575,772 0	22,312 0	966,274 0	36,673 0
(57)KLUGMAN ROBERT A MDCHIEF QUALITY OFFICER, UNTIL 9/30/13	(i) (ii)	302,464 0	20,000 0	36,319 0	42,420 0	19,964 0	421,167 0	36,319 0
(58)PHILLIPS ROBERT A MDMED DIR, HEART & VASCULAR COE, UNTIL	(i) (ii)	292,776 0	1,000 0	72,987 0	120,613 0	5,259 0	492,635 0	72,987 0
(59)RANDOLPH JOHNCHIEF COMPLIANCE OFFICER	(i) (ii)	197,881 0	20,653 0	0 0	35,236 0	24,310 0	278,080 0	0 0
(60)THOMPSON DIANESR. VP, CHIEF NURSING OFFICER	(i) (ii)	193,153 0	0 0	28,935 0	0 0	107 0	222,195 0	0 0
(61)IITSUKA CARLOSSR. VP, STRATEGY & BUSINESS DEVELOPM	(i) (ii)	0 0	0 0	0 0	0 0	0 0		0 0
(62)TAM STANLEY MDPHYSICIAN, CHIEF OF CARDIOTHORACIC S	(i) (ii)	539,726 0	185,548 0	0 0	13,803 0	27,457 0	766,534 0	0 0
(63)LITWIN DEMETRIUS MDPHYSICIAN, CHAIR OF SURGERY DEPT	(i) (ii)	553,527 0	91,102 0	0 0	13,425 0	28,253 0	686,307 0	0 0
(64)BOZORGZADEH ADEL MDPHYSICIAN, CHIEF OF ORGAN TRANSPLANT	(i) (ii)	470,712 0	170,664 0	0 0	13,212 0	28,254 0	682,842 0	0 0
(65)AYERS DAVID C MDPHYSICIAN, CHAIR OF ORTHOPEDICS AND	(i) (ii)	607,449 0	13,875 0	0 0	13,343 0	27,457 0	662,124 0	0 0
(66)BUSCONI BRIAN D MDPHYSICIAN, CHIEF OF ORTHOPEDICS	(i) (ii)	502,217 0	105,857 0	0 0	13,239 0	25,747 0	647,060 0	0 0
(67)POLANOWICZ JOHNFORMER PRESIDENT UNTIL 5/6/11, MARLB	(i) (ii)	0 0	0 0	217,576 0	0 0	0 0	217,576 0	48,731 0

Schedule J (Form 990) 2013

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, LINES 4A-B

PART I, LINE 4A: RECEIVE A SEVERANCE PAYMENT OR CHANGE-OF-CONTROL PAYMENT. THE FOLLOWING INDIVIDUALS RECEIVED OR HAD DEFERRED SEVERANCE IN THE REPORTING PERIOD: INCLUDED IN SCH. J COL. BIII: KAREN MOORE $175,478 JENNIFER DALEY, M.D. $105,048 INCLUDED IN SCH. J COL. C: CHARLES E. CAVAGNARO III, M.D.$569,783 TODD A. KEATING $819,964 CANDRA D. SZYMANSKI $152,662 MILTON ANDERSON $740,207 GEORGE BRENCKLE, PH.D. $567,912 VICTORIA DIAMOND $437,043 SHARON HYLKA $581,383 THE DEFERRED SEVERANCE REPORTED ON SCH. J COL. C IS THE MAXIMUM POTENTIAL OBLIGATION FOR UMMHC AND AFFILIATES. THESE SEVERANCE COSTS ARE OFFSET IN PART BY THE RECIPIENTS GAINING EMPLOYMENT. THEREFORE, THEIR OVERALL SEVERANCE BENEFIT COULD BE SUBSTANTIALLY LOWER. PART I, LINE 4B: NAME OF PARTICIPANTS IN OR RECEIVING PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN EXECUTIVES BROWN, DOUGLAS S. $38,688 CAVAGNARO, CHARLES III, M.D. $0 CORBETT, WILLIAM M.D. $24,982 DALY, SHEILA $0 DICKSON, ERIC, M.D. $0 EKSTROM, DEBORAH $15,224 FAIRCHILD, DAVID, M.D. $21,172 FELDMANN, ROBERT $0 FINBERG, ROBERT W., M.D. $0 GREENWOOD, JOHN $15,607 KEATING, TODD A. $39,801 LAPIDAS, GARY N. $43,028 LAPRIORE, CHERYL M. $19,807 MOORE, KAREN $17,170 MULDOON, PATRICK L. $35,174 O'BRIEN, JOHN G. $0 ROACH, STEVEN $0 SHAKMAN, ALICE $21,020 STREETER, MICHELE M. $20,455 SWENSON, DANA $4,905 TOSI, STEPHEN E., M.D. $232,684 SUBTOTAL EXECUTIVES $549,717 KEY EMPLOYEES ANDERSON, MILTON C. $0 BOLLAND ESHGHI, KATHARINE $19,617 BRENCKLE, GEORGE, PH.D. $30,125 CYR, JAMES P. $17,608 DALEY, JENNIFER M.D. $62,021 DAY, THERESE $21,575 DIAMOND, VICTORIA $22,802 FISHER, BARBARA $0 HUDLIN, MARGARET, M.D. $0 HYLKA, SHARON $36,673 KLUGMAN, ROBERT, M.D. $36,319 PHILLIPS, ROBERT A., M.D. $72,987 RANDOLPH, JOHN $0 THOMPSON, DIANE $0 SUBTOTAL KEY EMPLOYEES $319,729 FORMER O/D OR KEY EMPLOYEES POLANOWICZ, JOHN $48,731 BERGAN, THOMAS $52,745 SUBTOTAL FORMER $101,476 TOTAL - ALL $970,922 PART II - DISCLOSURES: 1) DURING CY13 THE MAJORITY OF THE AMOUNT REPORTED IN JOHN O'BRIEN'S COLUMN BIII - OTHER REPORTABLE COMPENSATION ($2,715,210) WAS DUE TO A PAYOUT OF RETIREMENT FUNDS REPRESENTING THE CULMINATION OF MANY YEARS OF RETIREMENT CONTRIBUTIONS, WHICH WERE PREVIOUSLY REPORTED AS DEFERRED COMPENSATION IN THOSE PRIOR YEARS. 2) THE ABOVE DIRECTORS RECEIVE NO COMPENSATION FOR THEIR ROLE AS DIRECTORS. ALL COMPENSATION RECEIVED RELATES TO THEIR POSITION AS A PHYSICIAN/ADMINISTRATOR. PART II - UNRELATED ORGANIZATION: THE OFFICERS, DIRECTORS AND HIGHEST COMPENSATED EMPLOYEES LISTED IN PART II THAT RECEIVED COMPENSATION FROM AN UNRELATED ORGANIZATION WERE PAID FOR THEIR SERVICES RELATED TO MEDICAL RESEARCH, EDUCATION OF MEDICAL STUDENTS AND RESIDENT TRAINING. AMOUNTS INCLUDE THEIR BASE COMPENSATION AND DEFERRED COMPENSATION FOR CALENDAR YEAR 2013. THE NAME OF THE UNRELATED ORGANIZATION IS UMASS MEDICAL SCHOOL. PART III - UNRELATED ORGANIZATION COMPENSATION ALFRED, HOWARD, M.D. $24,667 ANDRIENI, JULIA, M.D. $67,287 BAGLEY, PETER, M.D. $137,240 BROWN, ALAN P., M.D. $63,251 CARLUCCI, DANIEL, M.D. $90,647 FERRUCCI, JOSEPH, M.D. $109,250 FINBERG, ROBERT W., M.D. $302,113 HARLAN, DAVID, M.D. $166,944 KENNEDY, KATHRYN, M.D. $35,403 LASSER, DANIEL H., M.D. $259,918 MESSINA, LOUIS, M.D. $141,653 METZMAKER, JEFFREY N., M.D. $140,107 NOMPLEGGI, DOMINIC, M.D. $170,502 ROSEN, MAX P., M.D. $254,200 ZIEDONIS, DOUGLAS, M.D. $215,714 TAM, STANLEY, M.D. $201,856 LITWIN, DEMETRIUS, M.D. $276,119 BOZORGZADEH, ADEL, M.D. $139,250 AYERS, DAVID C., M.D. $185,672 BUSCONI, BRIAN, M.D. $136,750 TOTAL COMPENSATION $3,118,543

Schedule J (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MHEFA-UMASS MEMORIAL SERIES D	04-2456011	57586CLQ6	08-18-2005	107,450,000	SEE PART VI		X		X		X
B	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES E	04-2456011	57586EHZ7	05-22-2009	30,000,000	SEE PART VI		X		X		X
C	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES F	04-2456011	57586EJA0	05-22-2009	30,000,000	SEE PART VI		X		X		X
D	MHEFA-MARLBOROUGH HOSPITAL VARIABLE RATE SERIES A	04-2456011		11-24-2009	9,420,000	SEE PART VI		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-07-2005	10,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-27-2006	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		04-24-2008	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		07-24-2009	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL SERIES G	04-2456011	57586EUS8	05-27-2010	60,445,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-09-2010	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL SERIES H	04-3431814	57583UGP7	08-10-2011	90,990,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-28-2011	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		08-14-2013	20,000,000	CAPITAL EQUIPMENT		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	2,710,000		2,710,000		2,710,000		975,000
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	110,277,415		30,062,453		30,062,772		9,420,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	10,709,415
5 Capitalized interest from proceeds . . . . . . . . . . .	5,411,300		308,592		517,293		208,184
6 Proceeds in refunding escrows . . . . . . . . . . . .	60,734,797				91,585,463
7 Issuance costs from proceeds . . . . . . . . . . . .	1,384,731		205,455		118,700		93,458
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .	3,183,269		717,238		152,952		24,254
10 Capital expenditures from proceeds . . . . . . . . . . .	95,000,000		29,856,998		29,944,072		9,326,542
11 Other spent proceeds . . . . . . . . . . . . . .
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2006		2012		2012		2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X			X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.580 %		0 %		0 %		0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0 %		0 %		0 %		0 %
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0.580 %		0 %		0 %		0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X	X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

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

Return Reference	Explanation
PART I - BOND ISSUES	MHEFA - UMASS MEMORIAL, SERIES D MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F MHEFA - MARLBOROUGH HOSPITAL VARIABLE RATE, SERIES A MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL, SERIES G MDFA - UMASS MEMORIAL MASTER LEASE MDFA - UMASS MEMORIAL, SERIES H MDFA - UMASS MEMORIAL, MASTER LEASE MDFA - UMASS MEMORIAL, MASTER LEASE
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586CLP8 PART I COLUMN (F) DESCRIPTION OF PURPOSE: COMPLETION OF THE EXPANSION OF THE EMERGENCY DEPT AND ROUTINE CAPITAL EQUIPMENT AND/OR RENOVATION PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EHZ7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EJA0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (F) DESCRIPTION OF PURPOSE: PAY OFF HEFA POOL O LOAN, ER RENOVATIONS, EICU EQUIPMENT, CT SCAN LEASE, MAMMOGRAPHY UNIT
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EUS8 - 57586EUT6 - 57586EUU3 - 57586EUV1 - 57586EUW9 - 57586EUX7 - 57586EVE8 - 57586EUY5 - 57586EVF5 - 57586EUZ2 - 57586EVG3 - 57586EVA6 - 57586EVH1 - 57586EVB4 - 57586EVJ7 - 57586EVC2 - 57586EVD0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: REFUNDING OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES A BOND (1993) AND MEDICAL CENTER OF CENTRAL MASSACHUSETTS, SERIES B (1992)
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57583UGP7 - 57583UGQ5 - 57583UGR3 - 57583UGS1 - 57583UGT9 - 57583UGU6 - 57583UGV4 - 57583UGW2 - 57583UHC5 - 57583UGX0 - 57583UGY8 - 57583UGZ5 - 57583UHA9 - 57583UHB7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: PARTIAL REFUNDING OF MEDICAL CENTER VARIABLE RATE SERIES A BONDS (1998), REFUNDING IN FULL OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES B BONDS (1998) AND UMASS MEMORIAL SERIES C (2001).
PART II - PROCEEDS	MHEFA - UMASS MEMORIAL, SERIES D COLUMN (E) ISSUE PRICE OF $107,450,000; ADD ISSUE PREMIUM OF $604,814, ADD INTEREST EARNED ON PROCEEDS OF $3,183,269, LESS ISSUE DISCOUNT OF ($960,668), EQUALS LINE 3 OF $110,277,415. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,453, EQUALS LINE 3 OF $30,062,453. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,772, EQUALS LINE 3 OF $30,062,772. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $717,238, EQUALS LINE 3 OF $20,717,238. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $152,952, EQUALS LINE 3 OF $20,152,952. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $24,254, EQUALS LINE 3 OF $20,024,254. MHEFA - UMASS MEMORIAL, SERIES G COLUMN (E) ISSUE PRICE OF $60,445,000; ADD ISSUE PREMIUM OF $1,388,656 ADD INTEREST EARNED ON PROCEEDS OF $180, EQUALS LINE 3 OF $61,833,836 MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $5,301, EQUALS LINE 3 OF $20,005,301. MDFA - UMASS MEMORIAL, SERIES H COLUMN (E) ISSUE PRICE OF $90,990,000; ADD ISSUE PREMIUM OF $1,303,778, EQUALS LINE 3 OF $92,293,778. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $13,504, EQUALS LINE 3 OF $20,013,504. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $723, EQUALS LINE 3 OF $20,000,723.

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MHEFA-UMASS MEMORIAL SERIES D	04-2456011	57586CLQ6	08-18-2005	107,450,000	SEE PART VI		X		X		X
B	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES E	04-2456011	57586EHZ7	05-22-2009	30,000,000	SEE PART VI		X		X		X
C	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES F	04-2456011	57586EJA0	05-22-2009	30,000,000	SEE PART VI		X		X		X
D	MHEFA-MARLBOROUGH HOSPITAL VARIABLE RATE SERIES A	04-2456011		11-24-2009	9,420,000	SEE PART VI		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-07-2005	10,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-27-2006	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		04-24-2008	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		07-24-2009	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL SERIES G	04-2456011	57586EUS8	05-27-2010	60,445,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-09-2010	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL SERIES H	04-3431814	57583UGP7	08-10-2011	90,990,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-28-2011	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		08-14-2013	20,000,000	CAPITAL EQUIPMENT		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	2,710,000		2,710,000		2,710,000		975,000
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	110,277,415		30,062,453		30,062,772		9,420,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	10,709,415
5 Capitalized interest from proceeds . . . . . . . . . . .	5,411,300		308,592		517,293		208,184
6 Proceeds in refunding escrows . . . . . . . . . . . .	60,734,797				91,585,463
7 Issuance costs from proceeds . . . . . . . . . . . .	1,384,731		205,455		118,700		93,458
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .	3,183,269		717,238		152,952		24,254
10 Capital expenditures from proceeds . . . . . . . . . . .	95,000,000		29,856,998		29,944,072		9,326,542
11 Other spent proceeds . . . . . . . . . . . . . .
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2006		2012		2012		2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X			X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.580 %		0 %		0 %		0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0 %		0 %		0 %		0 %
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0.580 %		0 %		0 %		0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X	X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

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

Return Reference	Explanation
PART I - BOND ISSUES	MHEFA - UMASS MEMORIAL, SERIES D MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F MHEFA - MARLBOROUGH HOSPITAL VARIABLE RATE, SERIES A MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL, SERIES G MDFA - UMASS MEMORIAL MASTER LEASE MDFA - UMASS MEMORIAL, SERIES H MDFA - UMASS MEMORIAL, MASTER LEASE MDFA - UMASS MEMORIAL, MASTER LEASE
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586CLP8 PART I COLUMN (F) DESCRIPTION OF PURPOSE: COMPLETION OF THE EXPANSION OF THE EMERGENCY DEPT AND ROUTINE CAPITAL EQUIPMENT AND/OR RENOVATION PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EHZ7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EJA0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (F) DESCRIPTION OF PURPOSE: PAY OFF HEFA POOL O LOAN, ER RENOVATIONS, EICU EQUIPMENT, CT SCAN LEASE, MAMMOGRAPHY UNIT
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EUS8 - 57586EUT6 - 57586EUU3 - 57586EUV1 - 57586EUW9 - 57586EUX7 - 57586EVE8 - 57586EUY5 - 57586EVF5 - 57586EUZ2 - 57586EVG3 - 57586EVA6 - 57586EVH1 - 57586EVB4 - 57586EVJ7 - 57586EVC2 - 57586EVD0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: REFUNDING OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES A BOND (1993) AND MEDICAL CENTER OF CENTRAL MASSACHUSETTS, SERIES B (1992)
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57583UGP7 - 57583UGQ5 - 57583UGR3 - 57583UGS1 - 57583UGT9 - 57583UGU6 - 57583UGV4 - 57583UGW2 - 57583UHC5 - 57583UGX0 - 57583UGY8 - 57583UGZ5 - 57583UHA9 - 57583UHB7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: PARTIAL REFUNDING OF MEDICAL CENTER VARIABLE RATE SERIES A BONDS (1998), REFUNDING IN FULL OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES B BONDS (1998) AND UMASS MEMORIAL SERIES C (2001).
PART II - PROCEEDS	MHEFA - UMASS MEMORIAL, SERIES D COLUMN (E) ISSUE PRICE OF $107,450,000; ADD ISSUE PREMIUM OF $604,814, ADD INTEREST EARNED ON PROCEEDS OF $3,183,269, LESS ISSUE DISCOUNT OF ($960,668), EQUALS LINE 3 OF $110,277,415. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,453, EQUALS LINE 3 OF $30,062,453. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,772, EQUALS LINE 3 OF $30,062,772. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $717,238, EQUALS LINE 3 OF $20,717,238. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $152,952, EQUALS LINE 3 OF $20,152,952. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $24,254, EQUALS LINE 3 OF $20,024,254. MHEFA - UMASS MEMORIAL, SERIES G COLUMN (E) ISSUE PRICE OF $60,445,000; ADD ISSUE PREMIUM OF $1,388,656 ADD INTEREST EARNED ON PROCEEDS OF $180, EQUALS LINE 3 OF $61,833,836 MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $5,301, EQUALS LINE 3 OF $20,005,301. MDFA - UMASS MEMORIAL, SERIES H COLUMN (E) ISSUE PRICE OF $90,990,000; ADD ISSUE PREMIUM OF $1,303,778, EQUALS LINE 3 OF $92,293,778. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $13,504, EQUALS LINE 3 OF $20,013,504. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $723, EQUALS LINE 3 OF $20,000,723.

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MHEFA-UMASS MEMORIAL SERIES D	04-2456011	57586CLQ6	08-18-2005	107,450,000	SEE PART VI		X		X		X
B	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES E	04-2456011	57586EHZ7	05-22-2009	30,000,000	SEE PART VI		X		X		X
C	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES F	04-2456011	57586EJA0	05-22-2009	30,000,000	SEE PART VI		X		X		X
D	MHEFA-MARLBOROUGH HOSPITAL VARIABLE RATE SERIES A	04-2456011		11-24-2009	9,420,000	SEE PART VI		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-07-2005	10,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-27-2006	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		04-24-2008	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		07-24-2009	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL SERIES G	04-2456011	57586EUS8	05-27-2010	60,445,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-09-2010	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL SERIES H	04-3431814	57583UGP7	08-10-2011	90,990,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-28-2011	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		08-14-2013	20,000,000	CAPITAL EQUIPMENT		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	2,710,000		2,710,000		2,710,000		975,000
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	110,277,415		30,062,453		30,062,772		9,420,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	10,709,415
5 Capitalized interest from proceeds . . . . . . . . . . .	5,411,300		308,592		517,293		208,184
6 Proceeds in refunding escrows . . . . . . . . . . . .	60,734,797				91,585,463
7 Issuance costs from proceeds . . . . . . . . . . . .	1,384,731		205,455		118,700		93,458
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .	3,183,269		717,238		152,952		24,254
10 Capital expenditures from proceeds . . . . . . . . . . .	95,000,000		29,856,998		29,944,072		9,326,542
11 Other spent proceeds . . . . . . . . . . . . . .
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2006		2012		2012		2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X			X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.580 %		0 %		0 %		0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0 %		0 %		0 %		0 %
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0.580 %		0 %		0 %		0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X	X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

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

Return Reference	Explanation
PART I - BOND ISSUES	MHEFA - UMASS MEMORIAL, SERIES D MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F MHEFA - MARLBOROUGH HOSPITAL VARIABLE RATE, SERIES A MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL, SERIES G MDFA - UMASS MEMORIAL MASTER LEASE MDFA - UMASS MEMORIAL, SERIES H MDFA - UMASS MEMORIAL, MASTER LEASE MDFA - UMASS MEMORIAL, MASTER LEASE
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586CLP8 PART I COLUMN (F) DESCRIPTION OF PURPOSE: COMPLETION OF THE EXPANSION OF THE EMERGENCY DEPT AND ROUTINE CAPITAL EQUIPMENT AND/OR RENOVATION PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EHZ7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EJA0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (F) DESCRIPTION OF PURPOSE: PAY OFF HEFA POOL O LOAN, ER RENOVATIONS, EICU EQUIPMENT, CT SCAN LEASE, MAMMOGRAPHY UNIT
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EUS8 - 57586EUT6 - 57586EUU3 - 57586EUV1 - 57586EUW9 - 57586EUX7 - 57586EVE8 - 57586EUY5 - 57586EVF5 - 57586EUZ2 - 57586EVG3 - 57586EVA6 - 57586EVH1 - 57586EVB4 - 57586EVJ7 - 57586EVC2 - 57586EVD0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: REFUNDING OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES A BOND (1993) AND MEDICAL CENTER OF CENTRAL MASSACHUSETTS, SERIES B (1992)
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57583UGP7 - 57583UGQ5 - 57583UGR3 - 57583UGS1 - 57583UGT9 - 57583UGU6 - 57583UGV4 - 57583UGW2 - 57583UHC5 - 57583UGX0 - 57583UGY8 - 57583UGZ5 - 57583UHA9 - 57583UHB7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: PARTIAL REFUNDING OF MEDICAL CENTER VARIABLE RATE SERIES A BONDS (1998), REFUNDING IN FULL OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES B BONDS (1998) AND UMASS MEMORIAL SERIES C (2001).
PART II - PROCEEDS	MHEFA - UMASS MEMORIAL, SERIES D COLUMN (E) ISSUE PRICE OF $107,450,000; ADD ISSUE PREMIUM OF $604,814, ADD INTEREST EARNED ON PROCEEDS OF $3,183,269, LESS ISSUE DISCOUNT OF ($960,668), EQUALS LINE 3 OF $110,277,415. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,453, EQUALS LINE 3 OF $30,062,453. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,772, EQUALS LINE 3 OF $30,062,772. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $717,238, EQUALS LINE 3 OF $20,717,238. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $152,952, EQUALS LINE 3 OF $20,152,952. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $24,254, EQUALS LINE 3 OF $20,024,254. MHEFA - UMASS MEMORIAL, SERIES G COLUMN (E) ISSUE PRICE OF $60,445,000; ADD ISSUE PREMIUM OF $1,388,656 ADD INTEREST EARNED ON PROCEEDS OF $180, EQUALS LINE 3 OF $61,833,836 MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $5,301, EQUALS LINE 3 OF $20,005,301. MDFA - UMASS MEMORIAL, SERIES H COLUMN (E) ISSUE PRICE OF $90,990,000; ADD ISSUE PREMIUM OF $1,303,778, EQUALS LINE 3 OF $92,293,778. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $13,504, EQUALS LINE 3 OF $20,013,504. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $723, EQUALS LINE 3 OF $20,000,723.

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.
SchKMediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	MHEFA-UMASS MEMORIAL SERIES D	04-2456011	57586CLQ6	08-18-2005	107,450,000	SEE PART VI		X		X		X
B	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES E	04-2456011	57586EHZ7	05-22-2009	30,000,000	SEE PART VI		X		X		X
C	MHEFA-UMASS MEMORIAL VARIABLE RATE SERIES F	04-2456011	57586EJA0	05-22-2009	30,000,000	SEE PART VI		X		X		X
D	MHEFA-MARLBOROUGH HOSPITAL VARIABLE RATE SERIES A	04-2456011		11-24-2009	9,420,000	SEE PART VI		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-07-2005	10,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		12-27-2006	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		04-24-2008	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL MASTER LEASE	04-2456011		07-24-2009	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MHEFA-UMASS MEMORIAL SERIES G	04-2456011	57586EUS8	05-27-2010	60,445,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-09-2010	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL SERIES H	04-3431814	57583UGP7	08-10-2011	90,990,000	SEE PART VI		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		12-28-2011	20,000,000	CAPITAL EQUIPMENT		X		X		X
	MDFA-UMASS MEMORIAL MASTER LEASE	04-3431814		08-14-2013	20,000,000	CAPITAL EQUIPMENT		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	2,710,000		2,710,000		2,710,000		975,000
2 Amount of bonds legally defeased . . . . . . . . . . .
3 Total proceeds of issue . . . . . . . . . . . . . .	110,277,415		30,062,453		30,062,772		9,420,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	10,709,415
5 Capitalized interest from proceeds . . . . . . . . . . .	5,411,300		308,592		517,293		208,184
6 Proceeds in refunding escrows . . . . . . . . . . . .	60,734,797				91,585,463
7 Issuance costs from proceeds . . . . . . . . . . . .	1,384,731		205,455		118,700		93,458
8 Credit enhancement from proceeds . . . . . . . . . . .
9 Working capital expenditures from proceeds . . . . . . . . .	3,183,269		717,238		152,952		24,254
10 Capital expenditures from proceeds . . . . . . . . . . .	95,000,000		29,856,998		29,944,072		9,326,542
11 Other spent proceeds . . . . . . . . . . . . . .
12 Other unspent proceeds . . . . . . . . . . . . . .
13 Year of substantial completion . . . . . . . . . . . .	2006		2012		2012		2009
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X			X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property?	X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property?
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0.580 %		0 %		0 %		0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0 %		0 %		0 %		0 %
6 Total of lines 4 and 5 . . . . . . . . . . . . .	0.580 %		0 %		0 %		0 %
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of.
c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2? . . . . . . .	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .	X		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X		X		X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . .
e Was the hedge terminated? . . . . . .

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X	X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

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

Return Reference	Explanation
PART I - BOND ISSUES	MHEFA - UMASS MEMORIAL, SERIES D MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F MHEFA - MARLBOROUGH HOSPITAL VARIABLE RATE, SERIES A MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL MASTER LEASE MHEFA - UMASS MEMORIAL, SERIES G MDFA - UMASS MEMORIAL MASTER LEASE MDFA - UMASS MEMORIAL, SERIES H MDFA - UMASS MEMORIAL, MASTER LEASE MDFA - UMASS MEMORIAL, MASTER LEASE
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586CLP8 PART I COLUMN (F) DESCRIPTION OF PURPOSE: COMPLETION OF THE EXPANSION OF THE EMERGENCY DEPT AND ROUTINE CAPITAL EQUIPMENT AND/OR RENOVATION PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EHZ7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EJA0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: RENOVATION, EQUIPPING AND CONSTRUCTION FOR CLINICAL, SUPPORT SERVICE AND INFRASTRUCTURE PROJECTS
PART I - BOND ISSUE	PART I COLUMN (F) DESCRIPTION OF PURPOSE: PAY OFF HEFA POOL O LOAN, ER RENOVATIONS, EICU EQUIPMENT, CT SCAN LEASE, MAMMOGRAPHY UNIT
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57586EUS8 - 57586EUT6 - 57586EUU3 - 57586EUV1 - 57586EUW9 - 57586EUX7 - 57586EVE8 - 57586EUY5 - 57586EVF5 - 57586EUZ2 - 57586EVG3 - 57586EVA6 - 57586EVH1 - 57586EVB4 - 57586EVJ7 - 57586EVC2 - 57586EVD0 PART I COLUMN (F) DESCRIPTION OF PURPOSE: REFUNDING OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES A BOND (1993) AND MEDICAL CENTER OF CENTRAL MASSACHUSETTS, SERIES B (1992)
PART I - BOND ISSUE	PART I COLUMN (C ) CUSIP #: 57583UGP7 - 57583UGQ5 - 57583UGR3 - 57583UGS1 - 57583UGT9 - 57583UGU6 - 57583UGV4 - 57583UGW2 - 57583UHC5 - 57583UGX0 - 57583UGY8 - 57583UGZ5 - 57583UHA9 - 57583UHB7 PART I COLUMN (F) DESCRIPTION OF PURPOSE: PARTIAL REFUNDING OF MEDICAL CENTER VARIABLE RATE SERIES A BONDS (1998), REFUNDING IN FULL OF CENTRAL NEW ENGLAND HEALTH ALLIANCE SERIES B BONDS (1998) AND UMASS MEMORIAL SERIES C (2001).
PART II - PROCEEDS	MHEFA - UMASS MEMORIAL, SERIES D COLUMN (E) ISSUE PRICE OF $107,450,000; ADD ISSUE PREMIUM OF $604,814, ADD INTEREST EARNED ON PROCEEDS OF $3,183,269, LESS ISSUE DISCOUNT OF ($960,668), EQUALS LINE 3 OF $110,277,415. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES E COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,453, EQUALS LINE 3 OF $30,062,453. MHEFA - UMASS MEMORIAL VARIABLE RATE, SERIES F COLUMN (E) ISSUE PRICE OF $30,000,000; ADD INTEREST EARNED ON PROCEEDS OF $62,772, EQUALS LINE 3 OF $30,062,772. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $717,238, EQUALS LINE 3 OF $20,717,238. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $152,952, EQUALS LINE 3 OF $20,152,952. MHEFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $24,254, EQUALS LINE 3 OF $20,024,254. MHEFA - UMASS MEMORIAL, SERIES G COLUMN (E) ISSUE PRICE OF $60,445,000; ADD ISSUE PREMIUM OF $1,388,656 ADD INTEREST EARNED ON PROCEEDS OF $180, EQUALS LINE 3 OF $61,833,836 MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $5,301, EQUALS LINE 3 OF $20,005,301. MDFA - UMASS MEMORIAL, SERIES H COLUMN (E) ISSUE PRICE OF $90,990,000; ADD ISSUE PREMIUM OF $1,303,778, EQUALS LINE 3 OF $92,293,778. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $13,504, EQUALS LINE 3 OF $20,013,504. MDFA - UMASS MEMORIAL MASTER LEASE COLUMN (E) ISSUE PRICE OF $20,000,000; ADD INTEREST EARNED ON PROCEEDS OF $723, EQUALS LINE 3 OF $20,000,723.

Schedule K (Form 990) 2013

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

See separate instructions.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) 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) FLOYD CONNELLY	FORMER EXECUTIVE DIRECTOR OF CMMIC, INC.	CSV OF LIFE INSURANCE		X	455,570	279,108		No	Yes		Yes
(2) THOMAS CUMMINGS	FORMER CEO OF MARLBOROUGH HOSPITAL	CSV OF LIFE INSURANCE		X	377,630	217,279		No	Yes		Yes
(3) WILLIAM J WILLIAMS	FORMER OFFICER OF HEALTHALLIANCE HOSPITALS, INC.	CSV OF LIFE INSURANCE		X	1,981,627	3,935,987		No	Yes		Yes



Total ...... $						4,432,374

Part III

Grants or Assistance Benefitting 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) 2013

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	(b) Relationship between interested person and the organization	(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
(1) ROBERT KLUGMAN MD	KEY EMPLOYEE (UNTIL 9/30/13)	210,071	RENTAL OF PROPERTY - EXPENSE		No
(2) FERNANDO CATALINA MD	BOD	290,261	RENTAL OF PROPERTY - INCOME		No
(3) ANTHONY J MERCADANTE	BOD	437,279	PHYSICIAN SERVICES WERE PROVIDED TO HA HOSPITALS, INC. BY CARDIOLOGY INTERNISTS OF LEOMINSTER, INC., OF WHICH ANTHONY J. MERCADANTE'S BROTHER, NICHOLAS MERCADANTE, IS A PRINCIPAL.		No
(4) EDWARD MANZI	BOD	209,570	RENTAL OF PROPERTY - EXPENSE		No
(5) ERIC W DICKSON MD	OFFICER/BOD	300,197	ED SERVICES WERE PROVIDED TO HA HOSPITALS, INC. BY WACHUSETT EMERGENCY PHYSICIANS PC, A COMPANY WHICH CONTRACTS ED SERVICES FROM PRINCETON BIO-MEDICAL, A COMPANY WHICH IS CO-OWNED BY ERIC W. DICKSON, M.D. & HIS SPOUSE CATHERINE JONES, M.D.		No
(6) JOHN H BUDD (OF COUNSEL)	CURRENT DIRECTOR	840,118	LEGAL SERVICES WERE PROVIDED TO UMM HEALTH CARE, INC. AND UMM MEDICAL CENTER, INC. BY MIRICK, O'CONNELL, DEMALLIE, & LOUGEE, LLP. JOHN H. BUDD IS OF COUNSEL TO THIS LAW FIRM BUT PERFORMED NO WORK FOR UMM AND/OR AFFILIATED ENTITIES.		No
(7) KATHLEEN HYLKA	FAMILY MEMBER OF SHARON HYLKA, KEY EMPLOYEE (JANUARY 2014 RETIREMENT)	94,947	EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC.		No
(8) JOANNE D'ONFRO	FAMILY MEMBER OF PAUL D'ONFRO, DIRECTOR	48,634	EMPLOYMENT ARRANGEMENT W/ HA HOSPITALS, INC.		No
(9) ELLEN CARLUCCI	FAMILY MEMBER OF DANIEL CARLUCCI, M.D., DIRECTOR	124,725	EMPLOYMENT ARRANGEMENT W/ MARLBOROUGH HOSPITAL		No
(10) KATHRYN C MAY	FAMILY MEMBER OF DEBORAH EKSTROM, OFFICER OF CHL, INC.	42,647	EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC.		No
(11) EILEEN HENRICKSON RN	FAMILY MEMBER OF DEBORAH EKSTROM, OFFICER OF CHL, INC.	114,568	EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC.		No
(12) KAREN BUCKLEY RN	FAMILY MEMBER OF MARY CARLSON, DIRECTOR OF MARLBOROUGH HOSPITAL	63,507	EMPLOYMENT ARRANGEMENT W/ MARLBOROUGH HOSPITAL		No
(13) ELAINE GRANVILLE RN	FAMILY MEMBER OF CHERYL LAPRIORE, CURRENT OFFICER & DIRECTOR	80,830	EMPLOYMENT ARRANGEMENT W/ UMM MEDICAL CENTER, INC.		No
(14) JOSHUA P SZYMANSKI	FAMILY MEMBER OF CANDRA SZYMANSKI, OFFICER & DIRECTOR (UNTIL 12/13)	26,392	EMPLOYMENT ARRANGEMENT W/ MARLBOROUGH HOSPITAL		No

Part V

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

Return Reference

Explanation

SCH. L, PART II, LOANS TO AND FROM INTERESTED PERSONS:

NAME OF INTERESTED PERSON, TITLE, ORIGINAL PRINCIPAL AMOUNT, BALANCE DUETHOMAS CUMMINGS, FORMER CEO OF MARLBOROUGH HOSPITAL, $377,630, $217,279WILLIAM J. WILLIAMS, FORMER OFFICER OF HEALTHALLIANCE HOSPITALS, INC., $1,981,627, $3,935,987FLOYD CONNELLY, FORMER DIRECTOR OF CMMIC, INC., $455,570, $279,108TOTAL ORIGINAL PRINCIPAL AMOUNT $2,814,827TOTAL BALANCE DUE $4,432,374AMOUNTS DUE FROM FORMER OFFICERS PERTAIN TO SPLIT DOLLAR LIFE INSURANCE POLICIES OF THE RESPECTED INDIVIDUALS. THESE POLICIES WERE ORIGINATED AT VARIOUS TIMES DURING THE INSURED'S EMPLOYMENT WITH UMASS MEMORIAL HEALTH CARE, INC. THE CORRESPONDING POLICY PREMIUMS WERE FUNDED BY THE EMPLOYER AS AN EMPLOYEE BENEFIT. IN ACCORDANCE WITH IRS NOTICE 2002-8, TREASURY REGULATION 1.61-22 AND TREASURY REGULATION 1.7872-15, THESE PAYMENTS REQUIRE CLASSIFICATION AS LOANS DUE FROM THE INSURED. THESE LOAN BALANCES ARE REFLECTED AT THE LOWER OF THE DISCOUNTED CASH SURRENDER VALUE OR DISCOUNTED CUMULATIVE PREMIUMS PAID.

SCH. L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS:

SEVERAL OF OUR COMMUNITY HOSPITALS MAINTAIN LOCAL BANK ACCOUNTS IN THEIR RESPECTIVE COMMUNITIES. EACH ALSO HAS TRUSTEES FROM THESE BANKS ON THEIR BOARDS. THESE BANKING RELATIONSHIPS HAVE BEEN ASSESSED, MEET FAIR MARKET VALUE REQUIREMENTS, AND ARE VALUED WELL BELOW THE DISCLOSURE THRESHOLDS.

Schedule L (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.
Right pointing arrow large image

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .	X	7	168,946	FMV/SELLING PRICE
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( )
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1 through 28, that

it must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

Yes

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) (2013)

Page 2

Part II

Supplemental Information. Provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 32B:	UMASS MEMORIAL HEALTH CARE, INC. UTILIZES THE SERVICES OF UMASS MEMORIAL FOUNDATION, INC. TO SOLICIT DONOR CONTRIBUTIONS, ON OCCASION, THE ORGANIZATION RECEIVES GIFTS OF PUBLICLY TRADED STOCK. ALL GIFTS OF PUBLICLY TRADED STOCK ARE IMMEDIATELY SOLD UPON RECEIPT THROUGH AN INVESTMENT SERVICES FIRM.

Schedule M (Form 990) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE N
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

Complete if the organization answered "Yes" to Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
bullet

Attach certified copies of any articles of dissolution, resolutions, or plans.
bullet

Attach to Form 990 or 990-EZ.
bullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number
91-2155626

Part I

Liquidation, Termination, or Dissolution. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 31, or Form 990-EZ, line 36.
Part I can be duplicated if additional space is needed.

1(a)Description of asset(s) distributed or transaction expenses paid	(b)Date of distribution	(c)Fair market value of asset(s) distributed or amount of transaction expenses	(d)Method of determining FMV for asset(s) distributed or transaction expenses	(e)EIN of recipient	(f)Name and address of recipient	(g)IRC section of recipient(s) (if tax-exempt) or type of entity
CAITLIN RAYMOND INTERNATIONAL REGISTRY, INC. - CASH	09-30-2014	83,542	BOOK VALUE	22-2605679	UMASS MEMORIAL HEALTH VENTURES INC 306 BELMONT STREET WORCESTER,MA01604	501(C)(3)
CAITLIN RAYMOND INTERNATIONAL REGISTRY, INC. - NOTES RECEIVABLE	09-30-2014	1,665	BOOK VALUE	22-2605679	UMASS MEMORIAL HEALTH VENTURES INC 306 BELMONT STREET WORCESTER,MA01604	501(C)(3)
CAITLIN RAYMOND INTERNATIONAL REGISTRY, INC. - OTHER ASSETS	09-30-2014	13,760	BOOK VALUE	22-2605679	UMASS MEMORIAL HEALTH VENTURES INC 306 BELMONT STREET WORCESTER,MA01604	501(C)(3)
CLINTON HOSPITAL FOUNDATION (EIN: 04-3357881) - CASH	09-30-2014	123,505	BOOK VALUE	04-1185520	CLINTON HOSPITAL ASSOCIATION 201 HIGHLAND STREET CLINTON,MA01510	501(C)(3)
CLINTON HOSPITAL FOUNDATION (EIN: 04-3357881) - PLEDGES RECEIVABLE	09-30-2014	281,149	BOOK VALUE	04-1185520	CLINTON HOSPITAL ASSOCIATION 201 HIGHLAND STREET CLINTON,MA01510	501(C)(3)

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Yes

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization's liquidation, termination, or dissolution? . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

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

Cat. No. 50087Z

Schedule N (Form 990 or 990-EZ) (2013)

Page 2

Part I

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 (Total liabilities), should equal -0-.

Yes

Did the organization distribute its assets in accordance with its governing instrument(s)? If "No," describe in Part III . . . . . . . . . . .

Yes

Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? . . . . . .

Yes

If "Yes," did the organization provide such notice? . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

Did the organization discharge or pay all of its liabilities in accordance with state laws? . . . . . . . . . . . . . . . . .

Yes

Did the organization have any tax-exempt bonds outstanding during the year? . . . . . . . . . . . . . . . . . . . .

Did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws? .

If "Yes" to line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If "No," explain in Part III.

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered "Yes" to Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Yes

Become an employee of, or independent contractor for, a successor or transferee organization? . . . . . . . . . . . . . . . .

Become a direct or indirect owner of a successor or transferee organization? . . . . . . . . . . . . . . . . . . . . .

Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets? . . . . . . .

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

Schedule N(Form 990 or 990-EZ) (2013)

Schedule N (Form 990 or 990-EZ) (2013)

Page 3

Part III

Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. Also complete this part to provide any additional information.

Return Reference

Explanation

PART I, LINE 2E:

PERSON(S) INVOLVED: SEVERAL OF THE DIRECTORS OF THE ORGANIZATION ARE ALREADY OFFICERS AND/OR DIRECTORS OF THE TRANSFEREE ORGANIZATION. BOTH ORGANIZATIONS ARE INCLUDED IN THIS GROUP RETURN - GROUP EXEMPTION #3642. THIS INCLUDES:TODD A. KEATINGGARY N. LAPIDASFRANCIS W. SMITHPAUL KANGASJOHN H. BUDDFREDERICK G. CROCKEREDWARD J. PARRY IIIGERARD P. RICHERJOHN G. O'BRIENCHERYL LAPRIOREERIC W. DICKSON, M.D.CAITLIN RAYMOND INTERNATIONAL REGISTRY WAS MERGED INTO ANOTHER ORGANIZATION WITHIN THE UMASS MEMORIAL SYSTEM.SEE ATTACHED MERGER DOCUMENTS.THE CLINTON FOUNDATION WAS MERGED INTO ANOTHER ORGANIZATION WITHIN THE UMASS MEMORIAL SYSTEM.SEE ATTACHED MERGER DOCUMENTS.

Schedule N (Form 990 or 990-EZ) (2013)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
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

2013

Open to Public
Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2	DISCLOSURE YEAR, DISCLOSING INDIVIDUAL, TITLE/ROLE, RELATIONSHIP WITH, RELATIONSHIP UMMHC 2013 - BUDD, JOHN, BOARD MEMBER, PAUL D'ONFRO (BUSINESS), ARTHUR BERGERON (BUSINESS) 2013 - BENNETT, RICHARD, BOARD MEMBER, MARLBOROUGH HOSPITAL (BUSINESS) 2013 - PHILLIPS, ROBERT, KEY EMPLOYEE, JULIA ANDRIENI (FAMILY) VENTURES 2013 - BUDD, JOHN, BOARD MEMBER, PAUL D'ONFRO (BUSINESS), ARTHUR BERGERON (BUSINESS) MEMBER ENTITIES HEALTH ALLIANCE 2013 - CONNORS, MARTIN, BOARD MEMBER, CONFIDENTIAL (BUSINESS) 2013 - CLEMENTI, JOHN, BOARD MEMBER, 80 ERDMAN WAY LLC (BUSINESS) 2013 - CATALINA, FERNANDO, BOARD MEMBER, BOYS & GIRLS CLUB (BUSINESS) CHL 2013 - EKSTROM, DEBORAH, CEO, FIDELITY COOPERATIVE BANK (BUSINESS), FIDELITY MUTUAL HOLDING COMPANY (BUSINESS) MARLBOROUGH 2013 - BENNETT, RICHARD, BOARD MEMBER, MARLBOROUGH SAVINGS BANK (BUSINESS) 2013 - CARLUCCI, DANIEL, BOARD MEMBER, MICHAEL MURPHY (BUSINESS), RICHARD BENNETT (BUSINESS), ELLEN CARLUCCI (FAMILY) WING 2013 - CAVAGNARO, CHARLES, PRESIDENT & CEO, PAUL SCULLY (BUSINESS), STEPHEN LOWELL (BUSINESS), JAMES PHANEUF (BUSINESS), EDWARD NOONAN (BUSINESS), RON CHRISTIANSON (BUSINESS) CLINTON 2013 - PAULHAUS, JR., ROBERT, BOARD MEMBER, PAUL CHERUBINI (BUSINESS) UMM ACO 2013 - NONE UMM MED GROUP 2013 - NONE
FORM 990, PART VI, SECTION A, LINE 6	THERE ARE NO CLASSES OF DIRECTORS. THE VOTING RIGHTS OF EACH MEMBER'S BOARD ARE ABSOLUTE.
FORM 990, PART VI, SECTION A, LINE 7A	THE MAJORITY OF ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) THAT ELECTS THE BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES. THE MAJORITY OF THE ENTITIES RESERVE TO THE MEMBER THE POWER TO REMOVE TRUSTEES, TO FILL VACANCIES, AND TO INCREASE OR DECREASE THE SIZE OF THE BOARD.
FORM 990, PART VI, SECTION A, LINE 7B	THE MAJORITY OF THE ENTITIES IN THE CONSOLIDATED GROUP HAVE A SOLE MEMBER (WHICH IS ALSO WITHIN THE CONSOLIDATED GROUP) WITH THE RIGHT TO APPROVE OR RATIFY DECISIONS OF THE ENTITY, WHICH IS EXERCISED BY THAT MEMBER'S BOARD OF TRUSTEES. THERE ARE NO CLASSES OF TRUSTEES OR MEMBERS. THUS, THE VOTING RIGHTS OF A MEMBER BOARD ARE ABSOLUTE. GENERALLY, THE SOLE MEMBER OF EACH ENTITY RESERVES THE POWER TO APPROVE MAJOR TRANSACTIONS; TO MERGE, CONSOLIDATE OR LIQUIDATE THE CORPORATION'S ASSETS; TO ADOPT ANNUAL OPERATING AND CAPITAL BUDGETS AND AMENDMENTS; TO ENTER INTO LOAN AGREEMENTS AND/OR GUARANTEES; TO APPOINT AND/OR ELECT THE PRESIDENT AND/OR CEO; TO ELECT AND/OR APPOINT AND REMOVE TRUSTEES, FILL VACANCIES, TO INCREASE OR DECREASE THE SIZE OF THE BOARD; AND TO APPROVE UNBUDGETED EXPENDITURES.
FORM 990, PART VI, SECTION B, LINE 11	SECTIONS OF THE CORE FORM 990 RELATED TO EXECUTIVE COMPENSATION AND SCHEDULE J ARE REVIEWED IN DETAIL WITH THE ORGANIZATION'S COMPENSATION COMMITTEE OF THE BOARD. THE COMPLIANCE COMMITTEE OF THE BOARD REVIEWS ALL CONTENT ASSOCIATED WITH SCHEDULE L. THE AUDIT COMMITTEE OF THE BOARD REVIEWS THE FORM 990, INCLUDING THE ABOVE SCHEDULES AND RECOMMENDS THE FORM 990 TO THE FULL BOARD FOR APPROVAL. THE FULL BOARD IS GIVEN ACCESS TO THE FORM 990.
FORM 990, PART VI, SECTION B, LINE 12C	PAGE 6 SECTION B. POLICIES LINE 12C: THE CONFLICT OF INTEREST POLICY REQUIRES BOARD MEMBERS AND MANAGEMENT TO COMPLETE ANNUAL DISCLOSURE STATEMENTS AND, TO UPDATE THESE DISCLOSURE STATEMENTS FOR SIGNIFICANT CHANGES IN THEIR OUTSIDE GOVERNANCE AND PROFESSIONAL ACTIVITIES OR, FINANCIAL RELATIONSHIPS AS APPROPRIATE. ADDITIONALLY, ALL TRANSACTIONS INVOLVING BOARD MEMBERS OR MANAGEMENT AND THE ORGANIZATION ARE REQUIRED TO BE APPROVED BY THE COMPLIANCE COMMITTEE OF THE BOARD AND, THERE IS ACTIVE MONITORING AND COMMUNICATION TO ENSURE INDIVIDUALS WITH OUTSIDE RELATIONSHIPS DO NOT INAPPROPRIATELY PARTICIPATE IN BUSINESS DECISIONS OF THE ORGANIZATION, PURCHASING OR RESEARCH DECISIONS.
FORM 990, PART VI, SECTION B, LINE 15	PAGE 6 SECTION B. POLICIES LINE 15B: AT UMASS MEMORIAL, ALL COMPENSATION MATTERS FOR THE CEO AND SENIOR EXECUTIVES THROUGHOUT THE SYSTEM (INCLUDING ALL "DISQUALIFIED PERSONS") ARE GOVERNED AND OVERSEEN BY THE BOARD OF TRUSTEES OF THE PARENT. THE BOARD APPROVED A COMPENSATION PHILOSOPHY THAT GOVERNS ALL SUCH DECISIONS. THE PHILOSOPHY INCLUDES THE OBJECTIVES OF THE PROGRAM, COMPONENTS OF EXECUTIVE COMPENSATION, THE RELEVANT MARKET, POSITIONING IN THE MARKET, FACTORS CONSIDERED IN SETTING EXECUTIVE COMPENSATION AND THE IMPORTANCE OF TYING SUCH COMPENSATION TO PERFORMANCE. THE BOARD ESTABLISHED A COMPENSATION COMMITTEE, MADE UP OF DISINTERESTED TRUSTEES, WHO ARE GIVEN THE AUTHORITY TO ESTABLISH COMPENSATION FOR ALL SENIOR EXECUTIVES, WITHIN THE PARAMETERS OF THE PHILOSOPHY, AND WITH FULL AND COPMLETE REPORTING TO THE FULL BOARD. THE COMPENSATION COMMITTEE PERFORMS ITS WORK PURSUANT TO ITS CHARTER AND A COMPENSATION POLICY THAT ESTABLISHES THE PROCESS THE COMMITTEE WILL FOLLOW IN REVIEWING AND APPROVING EXECUTIVE COMPENSATION EACH YEAR. THE COMMITTEE ENSURES THAT ITS PROCESS MEETS THE REBUTABLE PRESUMPTION OF REASONABLENESS ESTABLISHED BY THE IRS. IN ORDER TO ASSIST THE COMMITTEE IN ITS RESPONSIBILITIES, THE COMPENSATION COMMITTEE HIRES INDEPENDENT, OUTSIDE COMPENSATION CONSULTANTS TO ADVISE THE COMMITTEE AND THE BOARD ON THE REASONABLENESS OF OVERALL EXECUTIVE COMPENSATION PROGRAM, INCLUDING COMPENSATION OF THE SPECIFIC EXECUTIVES. THESE CONSULTANTS REPORT DIRECTLY TO THE COMMITTEE AND NOT TO MANAGEMENT. THE COMMITTEE WORKS WITH THESE CONSULTANTS, AND WITH LEGAL COUNSEL, TO ENSURE THAT ALL COMPENSATION PAID, AS WELL AS THE PROCESS FOLLOWED TO DETERMINE SUCH COMPENSATION, IS REASONABLE, MEETS ALL REGULATORY REQUIREMENTS AND IS COMPETITIVE WITH THE RELEVANT MARKET.
FORM 990, PART VI, SECTION C, LINE 19	PAGE 6: LINE 19 UMASS MEMORIAL MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC AS REQUIRED BY APPLICABLE STATE AND FEDERAL LAWS, AND BY REQUEST ON A CASE-BY-CASE BASIS.
PAGE 8 PART VII SECTION B. INDEPENDENT CONTRACTORS - DESCRIPTION OF SERVICE	DESCRIPTION OF SERVICES FOOTNOTE A - SPECIALTY TRADE CONTRACTORS: SUBCONTRACTS TO A VARIETY OF EXHIBIT AND MARKETING SERVICES INCLUDING BUT NOT LIMITED TO: GENERAL CONSULTATION, COST OF MATERIALS AND SUPPLIES, DESIGN, CONSTRUCTION, LABORERS. THIS VENDOR MAY ALSO SUPPLY THEIR OWN LABORERS AS OPPOSED TO SUBCONTRACT.
FORM 990, PART XI, LINE 9:	NET ASSETS RELEASED FROM RESTRICTIONS FOR OPERATIONS 1,399,888. PENSION RELATED CHANGES OTHER THAN NET PERIODIC BENEFIT COST -36,397,693. CHANGE IN BENEFICIAL INTERESTS IN PERPETUAL TRUSTS 5,383,263. MISCELLANEOUS -647. NET ASSETS RELEASED FROM RESTRICTION FOR PPE 1,847,105. TEMPORARY RESTRICTED FUND EXPENDITURES -3,295,765. GAIN/(LOSS) ON DISCONTINUED OPERATIONS 12,981. ALLOWANCE FOR UNCOLLECTIBLE PLEDGES -21,732. GAIN/(LOSS) ON TRANSFER OF MEMBERSHIP INTEREST -14,313,460. TRANSFERS FROM RELATED PARTIES 1.
PAGE 1, LINE H(B) LIST OF AFFILIATED ORGANIZATIONS	THE CLINTON HOSPITAL ASSOCIATION; 201 HIGHLAND STREET, CLINTON, MA 01510 EIN: 04-1185520 FISCAL YEAR END: 9/30/2014 MARLBOROUGH HOSPITAL; 157 UNION STREET, MARLBOROUGH, MA 01752 EIN: 04-2104693 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL BEHAVIORAL HEALTH SYSTEM, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-3374724 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL HOSPITALS, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-3296271 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL HEALTH VENTURES, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 22-2605679 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL MEDICAL CENTER, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-3358564 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL MEDICAL GROUP, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-2911067 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL REALTY, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-2805630 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL HEALTH CARE, INC. (PARENT); 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-3358566 FISCAL YEAR END: 9/30/2014 COMMUNITY HEALTHLINK, INC.; 72 JAQUES AVENUE, WORCESTER, MA 01610 EIN: 04-2626179 FISCAL YEAR END: 9/30/2014 CENTRAL MASSACHUSETTS MAGNETIC IMAGING CENTER, INC.; 367 PLANTATION STREET, WORCESTER, MA 01605 EIN: 04-2981362 FISCAL YEAR END: 9/30/2014 CENTRAL NEW ENGLAND HEALTHALLIANCE, INC.; 60 HOSPITAL ROAD, LEOMINSTER, MA 01453 EIN: 04-3172496 FISCAL YEAR END: 9/30/2014 COORDINATED PRIMARY CARE, INC.; 60 HOSPITAL ROAD, LEOMINSTER, MA 01453 EIN: 04-3210002 FISCAL YEAR END: 9/30/2014 HEALTHALLIANCE HOME HEALTH AND HOSPICE, INC.; 25 TUCKER ROAD, LEOMINSTER, MA 01453 EIN: 04-2932308 FISCAL YEAR END: 9/30/2014 HEALTHALLIANCE HOSPITALS, INC.; 60 HOSPITAL ROAD, LEOMINSTER, MA 01453 EIN: 04-2103555 FISCAL YEAR END: 9/30/2014 CAITLIN RAYMOND INTERNATIONAL REGISTRY, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 06-1749208 FISCAL YEAR END: 9/30/2014 CLINTON HOSPITAL FOUNDATION, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 04-3357881 FISCAL YEAR END: 9/30/2014 UMASS MEMORIAL ACCOUNTABLE CARE ORGANIZATION, INC.; 306 BELMONT STREET, WORCESTER, MA 01604 EIN: 46-2871359 FISCAL YEAR END: 9/30/2014
SCHEDULE H, PART VI - SUPPLEMENTAL INFORMATION - CONTINUED	MARLBOROUGH HOSPITAL: BETWEEN 2000 AND 2011, MARLBOROUGH EXPERIENCED THE GREATEST POPULATION INCREASED FROM 36,255 TO 38,087 (5.1%), NEARLY TWICE AS LARGE OF A PERCENT CHANGE AT THE STATE LEVEL (2.6%). HUDSON'S POPULATION ALSO EXCEEDED THE STATE'S POPULATION AT 4.0%. IN TERMS OF AGE DISTRIBUTION, MOST OF MARLBOROUGH'S POPULATION WAS BETWEEN THE AGES OF 25 TO 44 YEARS OLD (32.4%) WHILE HUDSON'S POPULATION HAD THE GREATEST PERCENT BETWEEN 45 TO 64 YEARS OLD (29.7%). QUANTITATIVE DATA ALSO ILLUSTRATE THAT JUST OVER THREE-FOURTHS OF THE MASSACHUSETTS POPULATION IS WHITE (76.9%) WHICH WAS LARGELY CONSISTENT WITH MARLBOROUGH (79.2%). BOTH AT THE STATE LEVEL AND IN MARLBOROUGH, THE HISPANIC POPULATION WAS THE NEXT LARGEST RACIAL/ETHNIC GROUP (9.3% AND 9.2%, RESPECTIVELY). HUDSON'S POPULATION FOLLOWED A SIMILAR PATTERN, THE PROPORTION OF ITS POPULATION THAT IDENTIFIED AS WHITE WAS EVEN LARGER (90.5%). ENGLISH, PORTUGUESE AND SPANISH ARE THE PREDOMINANT LANGUAGE FOR THE COMMUNITIES THE HOSPITAL SERVES. WING MEMORIAL HOSPITAL: THE COMMUNITY WING MEMORIAL HOSPITAL AND MEDICAL CENTERS SERVES INCLUDES 17 TOWNS IN HAMPDEN, WORCESTER AND HAMPSHIRE COUNTIES: AGAWAM, BELCHERTOWN, BRIMFIELD, CHICOPEE, EAST LONGMEADOW, HAMPDEN, HOLLAND, LONGMEADOW, LUDLOW, MONSON, PALMER, SPRINGFIELD, WALES, WARE, WARREN, WEST BROOKFIELD AND WILBRAHAM. THE TOWNS THAT MAKE UP THE PRIMARY SERVICE AREA INCLUDE: BELCHERTOWN, LUDLOW, MONSON, PALMER, WARREN AND WILBRAHAM. THE TOWNS THAT MAKE UP THE SECONDARY SERVICE AREA INCLUDE: BRIMFIELD, GRANBY, HAMPDEN, WALES AND WARE. TARGET POPULATIONS FOR WING MEMORIAL'S COMMUNITY BENEFITS INITIATIVES FOCUS ON MEDICALLY-UNDERSERVED AND VULNERABLE GROUPS OF ALL AGES IN WING MEMORIAL'S SERVICE AREA. THE MOST VULNERABLE POPULATIONS INCLUDE CHILDREN, ELDERS, INDIVIDUALS WHO ARE OBESE/OVERWEIGHT, THOSE LIVING IN POVERTY, AND THE UNDERINSURED/UNINSURED. CLINTON HOSPITAL ASSOCIATION: TARGET POPULATIONS FOR CLINTON HOSPITAL'S COMMUNITY BENEFITS INITIATIVES ARE IDENTIFIED THROUGH A COMMUNITY INPUT AND PLANNING PROCESS, COLLABORATIVE EFFORTS WITH A BROAD ARRAY OF STAKEHOLDERS, AND THE DEVELOPMENT OF A COMMUNITY HEALTH NEEDS ASSESSMENT (CHA) WHICH IS CONDUCTED EVERY THREE YEARS. CLINTON HOSPITAL COLLABORATES WITH THE COMMUNITY HEALTH NETWORK AREA 9 (CHNA 9); A LOCAL COALITION OF PUBLIC, NON-PROFIT, AND PRIVATE SECTORS WORKING TOGETHER TO BUILD HEALTHIER COMMUNITIES IN MASSACHUSETTS THROUGH COMMUNITY-BASED PREVENTION PLANNING AND HEALTH PROMOTION. OTHER PARTNERS INCLUDE KEY STAKEHOLDERS SUCH AS: RESIDENTS, CONSUMERS, COALITIONS, COMMUNITIES OF FAITH, BUSINESSES, SCHOOLS, HEALTH AND HUMAN SERVICE ORGANIZATIONS AND LOCAL AND STATE GOVERNMENTS. OUR TARGET POPULATIONS FOCUS ON MEDICALLY-UNDERSERVED AND VULNERABLE GROUPS OF ALL AGES, AS FOLLOWS: - ELDERLY - YOUTH/CHILDREN - POPULATIONS LIVING IN POVERTY - UNDERSERVED/UNINSURED - ETHNIC AND LINGUISTIC MINORITIES CLINTON HOSPITAL PRIMARILY SERVES THE COMMUNITIES OF CLINTON, BERLIN, BOLTON, LANCASTER AND STERLING WITH POPULATIONS OF 13,606, 2,866, 4,897, 7,582 AND 9,564 RESPECTIVELY. THE POPULATION OF THE TOTAL SERVICE AREA IS 36,759. CLINTON HAS A POPULATION OF 13,606. THE MAJORITY OF CLINTON RESIDENTS ARE WHITE NON-HISPANIC (84%), FOLLOWED BY HISPANIC (11.6%) AND BLACK NON-HISPANIC (1.80%). THE CLINTON HOSPITAL SERVICE AREA IS ALSO PRIMARILY WHITE NON-HISPANIC (88%), FOLLOWED BY HISPANIC (6.4%), AND BLACK NON-HISPANIC (2.8%). CLINTON HOSPITAL'S COMMUNITY BENEFITS PLAN FOCUSES ON THE NEEDS OF CLINTON DUE TO ITS LARGE CONCENTRATION OF DIVERSE, VULNERABLE POPULATIONS.
SCHEDULE H, PART V, QUESTION 13	HEALTHALLIANCE HOSPITAL FINANCIAL ASSISTANCE - HAH EMPLOYS A STAFF OF FINANCIAL COUNSELORS, CERTIFIED APPLICATION COUNSELORS, CUSTOMER SERVICE REPRESENTATIVES AND GUARANTOR COLLECTORS WHO ARE AVAILABLE BY PHONE OR BY APPOINTMENT TO SUPPORT PATIENTS IN APPLYING FOR FINANCIAL ASSISTANCE AND RESOLVING THEIR MEDICAL BILLS. FINANCIAL COUNSELORS, CERTIFIED APPLICATION COUNSELORS, CUSTOMER SERVICE REPRESENTATIVES AND GAURANTOR COLLECTORS PROVIDE POTENTIALLY ELIGIBLE PATIENTS WITH THE APPROPRIATE METHODS OF APPLYING FOR HEALTH CARE COVERAGE AS LISTED ON THE MASSACHUSETTS CONNECTORCARE WEBSITE.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

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

See separate instructions.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

UMASS MEMORIAL HEALTH CARE INC & AFFILIATES

Employer identification number

91-2155626

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) UMASS MEMORIAL FOUNDATION INC 333 SOUTH STREET SHREWSBURY,MA01545 04-3108190	FUNDRAISING SUPPORT	MA	501(C)(3)	11C	N/A		No
(2) HEALTH ALLIANCE REALTY CORPORATION 60 HOSPITAL ROAD LEOMINSTER,MA01473 04-2560754	REAL ESTATE MANAGEMENT	MA	501(C)(3)	N/A	N/A		No
(3) WING MEMORIAL HOSPITAL CORPORATION 40 WRIGHT STREET PALMER,MA01069 22-2519813	HOSPITAL	MA	501(C)(3)	3	N/A		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2013

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) UMASS MEMORIAL INVESTMENT PARTNERSHIP LLP ONE BIOTECH PARK 355 PLANTATION ST WORCESTER,MA01605 04-3530755	INVESTMENT MANAGEMENT	MA	N/A	EXCLUDED 514	37,784,350	457,383,409		No	-4,860	Yes		100.000 %
(2) UMASS MEMORIAL MRI OF MARLBOROUGH LLC 157 UNION STREET MARLBOROUGH,MA01752 20-2293995	MAGNETIC RESONANCE IMAGING	MA	MARLBOROUGH HOSPITAL	RELATED	583,958	351,727		No			No	56.000 %
(3) UMASS MEMORIAL HEALTH ALLIANCE MRI CENTER LLC 60 HOSPITAL ROAD LEOMINSTER,MA01453 04-3561571	MAGNETIC RESONANCE IMAGING	MA	N/A	RELATED	1,013,065	1,275,329		No			No	60.000 %

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	(h) Percentage ownership	(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) COMMONWEALTH PROFESSIONAL ASSURANCE CO LTD PO BOX 1051 GT GRAND CAYMAN CJ 98-0226143	INSURANCE	CJ	N/A	C	5,550,915	191,248,501	100.000 %		No
(2) MEMORIAL OFFICE CONDOMINIUM TRUST 306 BELMONT STREET WORCESTER,MA01604 04-6616900	CONDOMINIUM ASSOCIATION	MA	UMASS MEMORIAL MEDICAL CENTER INC	T		453,097	53.690 %		No
(3) BIO-LAB INC 215 WEST STREET MILFORD,MA01757 04-2708828	CLINICAL LABORATORY	MA	UMASS MEMORIAL HEALTH VENTURES INC	S	1,401,374	2,257,921	100.000 %		No
(4) 116 BELMONT ST INC CO APPLETON CORP 57 SUFFOLK STREET HOLYOKE,MA01040 04-2717865	CONDOMINIUM ASSOCIATION	MA	UMASS MEMORIAL REALTY INC	C	240,844	228,660	63.040 %		No

Schedule R (Form 990) 2013

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

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) . . . . . . . . . . . . . . . . . . . .

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

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

Yes

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) COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD	L	25,811,705	FAIR VALUE
(2) UMASS MEMORIAL MEDICAL CENTER INC	B	303,161	FAIR VALUE
(3) UMASS MEMORIAL MEDICAL GROUP INC	Q	599,572	FAIR VALUE
(4) UMASS MEMORIAL HEALTH VENTURES INC	P	354,454	FAIR VALUE
(5) UMASS MEMORIAL REALTY INC	P	380,795	FAIR VALUE
(6) MARLBOROUGH HOSPITAL	P	3,262,903	FAIR VALUE
(7) THE CLINTON HOSPITAL ASSOCIATION	P	1,573,160	FAIR VALUE
(8) WING MEMORIAL HOSPITAL CORPORATION	P	1,893,016	FAIR VALUE
(9) CENTRAL NEW ENGLAND HEALTH ALLIANCE INC	P	4,332,522	FAIR VALUE
(10) UMASS MEMORIAL MEDICAL CENTER INC	P	154,038,955	FAIR VALUE
(11) UMASS MEMORIAL MEDICAL GROUP INC	P	40,011,021	FAIR VALUE
(12) CENTRAL MASSACHUSETTS MAGNETIC IMAGING CENTER INC	P	118,974	FAIR VALUE
(13) COMMUNITY HEALTHLINK INC	P	579,294	FAIR VALUE
(14) UMASS MEMORIAL MEDICAL GROUP INC	B	359,006	FAIR VALUE
(15) UMASS MEMORIAL REALTY INC	J	3,673,497	FAIR VALUE
(16) THE CLINTON HOSPITAL ASSOCIATION	B	328,835	FAIR VALUE
(17) COMMONWEALTH PROFESSIONAL ASSURANCE COMPANY LTD	P	36,137,297	FAIR VALUE
(18) UMASS MEMORIAL HEALTH VENTURES INC	S	21,000,000	FAIR VALUE

Schedule R (Form 990) 2013

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) 2013

Page 5

Part VII

Supplemental Information

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

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: UMASS MEMORIAL HEALTH CARE IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICE, TEACHING AND RESEARCH.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	185
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	106
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	15,338
6	Total number of volunteers (estimate if necessary) .............	6	1,239
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	2,794,065
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) .........	9,831,011	11,687,383
9	Program service revenue (Part VIII, line 2g) .........	2,475,711,754	2,539,202,708
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	112,241,056	47,398,719
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	15,990,297	11,933,184
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	2,613,774,118	2,610,221,994
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	3,477,289	4,940,267
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)	1,241,420,589	1,292,502,919
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	301,241
b	Total fundraising expenses (Part IX, column (D), line 25) 1,048,233
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	1,317,174,393	1,246,056,328
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	2,562,072,271	2,543,800,755
19	Revenue less expenses. Subtract line 18 from line 12.......	51,701,847	66,421,239
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,152,708,574	2,142,414,587
21	Total liabilities (Part X, line 26).............	1,262,465,868	1,235,963,484
22	Net assets or fund balances. Subtract line 21 from line 20.....	890,242,706	906,451,103

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 1,215,823,895 including grants of $ 2,864,353 ) (Revenue $ 1,507,452,920 )
	UMASS MEMORIAL MEDICAL CENTERUMASS MEMORIAL MEDICAL CENTER IS COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF CENTRAL NEW ENGLAND THROUGH EXCELLENCE IN CLINICAL CARE, SERVICE, TEACHING AND RESEARCH. UMASS MEMORIAL MEDICAL CENTER DOES THIS BY PROVIDING INPATIENT AND OUTPATIENT HEALTH CARE SERVICES TO THE RESIDENTS OF CENTRAL NEW ENGLAND WITHOUT REGARD TO THEIR ABILITY TO PAY.FY 2014 KEY STATISTICS - TOTAL DISCHARGES: 36,690 TOTAL SURGICAL CASES: 29,547 TOTAL ER VISITS: 132,110

4b	(Code: ) (Expenses $ 435,501,621 including grants of $ ) (Revenue $ 469,854,734 )
	UMASS MEMORIAL MEDICAL GROUPTHE UMASS MEMORIAL MEDICAL GROUP IS A MULTISPECIALTY GROUP PRACTICE OF PHYSICIANS WHOSE MISSION AND PURPOSE IS TO SUPPORT THE CLINICAL, EDUCATIONAL, RESEARCH AND COMMUNITY SERVICE MISSIONS OF UMASS MEMORIAL HEALTH CARE AND UMASS MEMORIAL MEDICAL CENTER. UMASS MEMORIAL MEDICAL GROUP ACCOMPLISHES THIS MISSION BY PROVIDING MEDICAL CARE TO RESIDENTS OF CENTRAL NEW ENGLAND WITHOUT REGARD TO THEIR ABILITY TO PAY.

4c	(Code: ) (Expenses $ 71,553,900 including grants of $ 2,000,000 ) (Revenue $ 303,694,576 )
	OTHER PROGRAM SERVICESOTHER UMASS MEMORIAL ENTITIES - UMASS MEMORIAL HAS A NUMBER OF SUBSIDIARY ENTITIES THAT FUNCTION PRIMARILY TO DELIVER HEALTH CARE TO PATIENTS OR TO SUPPORT THE DELIVERY OF HEALTH CARE TO PATIENTS OF UMASS MEMORIAL. THEY ACCOMPLISH THIS THROUGH THE DELIVERY OF HEALTH CARE SERVICES WITHOUT REGARD TO THE PATIENT'S ABILITY TO PAY. THEY ALSO ACCOMPLISH THIS BY PROVIDING SUPPORT, OVERSIGHT, ADMINISTRATIVE SERVICES OR PATIENT ADVOCACY SERVICES TO THE PATIENTS OF UMASS MEMORIAL, CENTRAL NEW ENGLAND, AND OTHER GEOGRAPHIES.

	(Code: ) (Expenses $ 211,682,623 including grants of $ 75,914 ) (Revenue $ 261,293,734 )
	UMASS MEMORIAL COMMUNITY HOSPITALSTHE UMASS MEMORIAL COMMUNITY HOSPITALS (CLINTON HOSPITAL, HEALTH ALLIANCE HOSPITALS, INC., MARLBOROUGH HOSPITAL) ARE COMMITTED TO IMPROVING THE HEALTH OF THE PEOPLE OF THE COMMUNITIES THAT THEY SERVE THROUGH EXCELLENCE IN CLINICAL CARE AND SERVICE. EACH OF THESE HOSPITALS ACCOMPLISHES THIS GOAL BY PROVIDING INPATIENT AND OUTPATIENT HEALTH CARE SERVICES TO THE RESIDENTS OF THEIR COMMUNITIES WITHOUT REGARD TO THEIR ABILITY TO PAY.FY 2014 KEY STATISTICS -TOTAL DISCHARGES: 10,949TOTAL SURGICAL CASES: 8,202TOTAL ER VISITS: 99,513

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 211,682,623 including grants of $ 75,914 ) (Revenue $ 261,293,734 )
4e	Total program service expenses1,934,562,039

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	27,097,691	458,662	8,121,089

				(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		80,100
b	Membership dues....1b
c	Fundraising events....1c		582,303
d	Related organizations...1d		493,916
e	Government grants (contributions)1e		6,603,979

f	All other contributions, gifts, grants, and similar amounts not included above1f		3,927,085

g	Noncash contributions included in lines 1a-1f:$		168,946
h	Total. Add lines 1a-1f.......			11,687,383
			Business Code
2a	NET PATIENT SERVICE RE		900099	1,891,144,455	1,891,144,455
b	SPECIAL MEDICAID PAYME		900099	240,000,001	240,000,001
c	SYSTEM ALLOCATION REVE		900099	175,338,716	175,338,716
d	AFFILIATE RELATED PROG		900099	161,925,320	161,925,320
e	OTHER PSR & JV		900099	38,701,793	38,701,793
f	All other program service revenue .			32,092,423	32,092,423
g	Total. Add lines 2a–2f........			2,539,202,708
3	Investment income (including dividends, interest, and other similar amounts).......			9,293,717	35,059	-4,860	9,263,518
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........			72,141			72,141
		(i) Real	(ii) Personal
6a	Gross rents	3,967,135
b	Less: rental expenses	292,374
c	Rental income or (loss)	3,674,761
d	Net rental income or (loss).......			3,674,761	1,839,015		1,835,746
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	327,398,201	28,682,789
b	Less: cost or other basis and sales expenses	304,277,287	13,698,701
c	Gain or (loss)	23,120,914	14,984,088
d	Net gain or (loss)..........			38,105,002	175		38,104,827
8a	Gross income from fundraising events (not including $ 582,303 of contributions reported on line 1c). See Part IV, line 18 ..
	a		389,867
b	Less: direct expenses ...b		455,346
c	Net income or (loss) from fundraising events..			-65,479			-65,479
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	OTHER REVENUE		900099	6,926,831	1,219,007	1,401,374	4,306,450
b	LAB OUTREACH PROGRAM		621500	1,397,551		1,397,551
c	SUBLEASE INCOME		900099	-72,621			-72,621
d	All other revenue ....
e	Total. Add lines 11a–11d ......			8,251,761
12	Total revenue. See Instructions......			2,610,221,994	2,542,295,964	2,794,065	53,444,582


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			88,620,545	1	91,339,673
2	Savings and temporary cash investments .........			68,336,977	2	51,569,765
3	Pledges and grants receivable, net ...........			2,360,031	3	1,221,500
4	Accounts receivable, net .............			285,713,717	4	262,415,754
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				4,195,940	5	4,432,374
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 .............			32,068,443	7	41,989,817
8	Inventories for sale or use ..............			25,006,123	8	24,740,080
9	Prepaid expenses and deferred charges ..........			20,405,576	9	23,751,081
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,610,954,552
b	Less: accumulated depreciation .....	10b	993,983,486	695,523,734	10c	616,971,066
11	Investments—publicly traded securities ..........			453,010,564	11	459,751,041
12	Investments—other securities. See Part IV, line 11 .....			129,979,998	12	164,159,185
13	Investments—program-related. See Part IV, line 11 .....			48,616,496	13	35,417,054
14	Intangible assets ...............			568,745	14
15	Other assets. See Part IV, line 11 ...........			298,301,685	15	364,656,197
16	Total assets. Add lines 1 through 15 (must equal line 34)......			2,152,708,574	16	2,142,414,587
17	Accounts payable and accrued expenses .........			307,010,702	17	277,838,208
18	Grants payable .................				18	584,353
19	Deferred revenue ................			10,747,258	19	9,420,067
20	Tax-exempt bond liabilities .............			354,202,240	20	340,791,673
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..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			71,017,624	23	45,087,007
24	Unsecured notes and loans payable to unrelated third parties ....			27,491,001	24	32,590,236
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....................			491,997,043	25	529,651,940
26	Total liabilities. Add lines 17 through 25.........			1,262,465,868	26	1,235,963,484
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			729,998,071	27	741,359,678
28	Temporarily restricted net assets ...........			80,424,280	28	86,449,119
29	Permanently restricted net assets ...........			79,820,355	29	78,642,306
	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 ...........			890,242,706	33	906,451,103
34	Total liabilities and net assets/fund balances ........			2,152,708,574	34	2,142,414,587