TY 2018 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
NTT DATA SERVICES LLC, 7950 Legacy Drive Suite 900 PLANO,TX75024	IT services	35,957,003
CERNER CORPORATION, PO BOX 594 OREM,UT840590594	MEDICAL SERVICES	33,616,540
CERNER HEALTH SERVICES INC, 2800 Rockcreek Pkwy KANSAS CITY,MO64117	IT SERVICES	8,721,755
TEK SYSTEMS, PO BOX 198568 ATLANTA,GA303848568	Staffing services	3,854,789
EVOLENT HEALTH LLC, 800 N GLEBE RD STE 500 ARLINGTON,VA22203	Professional Svcs	3,820,549
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 127

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

HH Medstar Health Inc

Employer identification number

52-1542230

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 12, 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 (Form 990 or 990-EZ).)

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 agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

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

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

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

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

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

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

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

Enter the number of supported organizations ...............................22

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 10 above (see instructions))	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i) Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) BAY LIFE SERVICES	521496539	10	Yes		0	0
(B) FRANKLIN SQUARE HOSPITAL CENTER INC	520608007	3	Yes		0	0
(C) GOOD SAMARITAN NURSING CENTER INCORPORATED	521672866	10	Yes		0	0
(D) GS HOUSING INCORPORATED	521481656	10	Yes		0	0
(E) HARBOR HOSPITAL INC	520491660	3	Yes		0	0
(F) THE MEDSTAR-GEORGETOWN MEDICAL CENTER INC	522218584	3	Yes		0	0
(G) MEDSTAR HEALTH INFUSION INC	521980510	10	Yes		0	0
(H) MEDSTAR HEALTH RESEARCH INSTITUTE INC	526056274	4	Yes		0	0
(I) MEDSTAR HEALTH VISITING NURSES ASSOCIATION INC	530196597	3	Yes		0	0
(J) MEDSTAR SOUTHERN MARYLAND HOSPITAL CENTER INC	460726303	3	Yes		0	0
(K) MEDSTAR SURGERY CENTER INC	521061679	10	Yes		0	0
(L) MEDSTAR VNA HEALTHCARE INC	521458516	10	Yes		0	0
(M) MGH COMMUNITY HEALTH INC	521372467	10	Yes		0	0
(N) MONTGOMERY GENERAL HOSPITAL INC	520646893	3	Yes		0	0
(O) NATIONAL REHABILITATION HOSPITAL INC	521369749	3	Yes		0	0
(P) NRH REGIONAL REHAB AT OLNEY INC	522310902	3	Yes		0	0
(Q) ST MARY'S HOSPITAL OF ST MARY'S COUNTY INC	520619006	3	Yes		0	0
(R) SUBURBANNRH MEDICAL REHABILITATION INC	521931151	3	Yes		0	0
(S) THE UNION MEMORIAL HOSPITAL	520591685	3	Yes		0	0
(T) THE GOOD SAMARITAN HOSPITAL OF MARYLAND INC	520591607	3	Yes		0	0
(U) WASHINGTON HOSPITAL CENTER CORPORATION	521272129	3	Yes		0	0
(V) WOODBOURNE WOODS INC	522299070	10	Yes		0	0
Total 22					0	0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2018

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support. Add lines 7 through 10

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2017 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2018. 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—2017. 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—2018. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2017. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2018

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(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) 2014	(b) 2015	(c) 2016	(d) 2017	(e) 2018	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2018 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2017 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2018 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2017 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2018. 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—2017. 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) 2018

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

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

Yes

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

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

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

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

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.

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

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

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

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

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

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

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

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

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

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

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

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

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

10b

Schedule A (Form 990 or 990-EZ) 2018

Page 5

Part IV

Supporting Organizations (continued)

Yes

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

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

11a

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

11b

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

11c

Section B. Type I Supporting Organizations

Yes

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

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

Section C. Type II Supporting Organizations

Yes

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

Section D. All Type III Supporting Organizations

Yes

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

Yes

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

Yes

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

Yes

Section E. Type III Functionally-Integrated Supporting Organizations

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

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

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

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

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

Yes

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

Yes

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

Yes

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

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

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

Schedule A (Form 990 or 990-EZ) 2018

Page 6

Part V

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

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

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

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

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2018

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2018 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2018	(iii) Distributable Amount for 2018
1 Distributable amount for 2018 from Section C, line 6
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2018:
a From 2013.......
b From 2014.......
c From 2015.......
d From 2016.......
e From 2017.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2018 distributable amount
i Carryover from 2013 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2018 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2018 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2018, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2018. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2019. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2014......
b Excess from 2015.....
c Excess from 2016.....
d Excess from 2017.....
e Excess from 2018.....

Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018

Page 8

Part VI

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

Facts And Circumstances Test

Return Reference	Explanation
SCHEDULE A, PART I, LINE 12G	OTHER SUPPORT THE EXPENSES INCURRED BY HH MEDSTAR HEALTH, INC. THAT ARE REPORTED ON FORM 990, PART IX WERE EXPENDED TO PROVIDE SUPPORT AND MANAGEMENT SERVICES TO ITS SUPPORTED ORGANIZATIONS.
SCHEDULE A, PART IV, SECTION D, LINE 3	THE OFFICERS/DIRECTORS OF THE SUPPORTED ORGANIZATIONS HAVE A CLOSE AND CONTINUOUS RELATIONSHIP WITH HH MEDSTAR HEALTH, INC., AND THUS A SIGNIFICANT VOICE. KEN SAMET, THE PRESIDENT OF HH MEDSTAR HEALTH, INC., SERVES ON THE BOARD OF DIRECTORS OF MANY OF HH MEDSTAR HEALTH INC.'S SUPPORTED ORGANIZATIONS. BECAUSE OF THIS, THE SUPPORTED ORGANIZATIONS ARE ABLE TO HAVE A SIGNIFICANT VOICE IN THE INVESTMENT POLICIES OF HH MEDSTAR HEALTH AND IN DIRECTING THE USE OF ITS INCOME AND ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 2A SUBSTANTIALLY ALL OF THE ACTIVITIES OF HH MEDSTAR HEALTH, INC. DIRECTLY FURTHER THE EXEMPT PURPOSES OF THE SUPPORTED ORGANIZATIONS LISTED. HH MEDSTAR HEALTH, INC. PROVIDES ADMINISTRATIVE AND MANAGEMENT SERVICES TO ITS SUPPORTED ORGANIZATIONS TO PROMOTE AN INTEGRATED HEALTH CARE SYSTEM. HH MEDSTAR HEALTH, INC. ALSO DIRECTLY FURTHERS THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS BY PROVIDING PHYSICIAN SERVICES THROUGH ITS PHYSICIAN PRACTICES. HH MEDSTAR HEALTH, INC. IS RESPONSIVE TO ITS SUPPORTED ORGANIZATIONS WHEN PROVIDING THESE SERVICES. SUBSTANTIALLY ALL OF THE STAFFING AND FINANCIAL RESOURCES OF HH MEDSTAR HEALTH, INC. WERE DEDICATED TO ACTIVITIES THAT DIRECTLY FURTHER THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS. SCHEDULE A, PART IV, SECTION E, LINE 2B HH MEDSTAR HEALTH, INC. PROVIDED ADMINISTRATIVE AND MANAGEMENT SUPPORT SERVICES TO ITS SUPPORTED ORGANIZATIONS INCLUDING FINANCIAL SERVICES AND INFORMATION SYSTEMS SERVICES. IF NOT FOR THE EXISTENCE OF HH MEDSTAR HEALTH, INC., THESE SUPPORTED ORGANIZATIONS WOULD PERFORM THESE SERVICES THEMSELVES. HOWEVER, IT IS MORE EFFICIENT TO PERFORM ALL OF THESE SERVICES AT THE SAME ORGANIZATION RATHER THAN AT 22 SEPARATE ORGANIZATIONS (THE SUPPORTED ORGANIZATIONS). HH MEDSTAR HEALTH, INC. PROVIDES PHYSICIAN SERVICES THROUGH BEING THE SOLE MEMBER OF A NUMBER OF SINGLE-MEMBER LLC PHYSICIAN PRACTICES. THESE PHYSICIAN PRACTICES SERVE AS PHYSICIAN PRACTICES TO EACH OF THE HOSPITALS (WHICH ARE INCLUDED IN HH MEDSTAR HEALTH INC.'S SUPPORTED ORGANIZATIONS) IN THE MEDSTAR HEALTH INTEGRATED HEALTH CARE SYSTEM. IF NOT FOR THE EXISTENCE OF HH MEDSTAR HEALTH, INC., ITS SUPPORTED ORGANIZATIONS COULD OWN THESE PHYSICIAN PRACTICES THEMSELVES. HOWEVER, IT IS MORE EFFICIENT TO PERFORM THESE PHYSICIAN SERVICES UNDERNEATH A SINGLE ORGANIZATION'S OWNERSHIP (HH MEDSTAR HEALTH, INC.) RATHER THAN AT MULTIPLE SEPARATE ORGANIZATIONS (THE SUPPORTED ORGANIZATIONS).

Return Reference

Explanation

SCHEDULE A, PART I, LINE 12G

OTHER SUPPORT THE EXPENSES INCURRED BY HH MEDSTAR HEALTH, INC. THAT ARE REPORTED ON FORM 990, PART IX WERE EXPENDED TO PROVIDE SUPPORT AND MANAGEMENT SERVICES TO ITS SUPPORTED ORGANIZATIONS.

SCHEDULE A, PART IV, SECTION D, LINE 3

THE OFFICERS/DIRECTORS OF THE SUPPORTED ORGANIZATIONS HAVE A CLOSE AND CONTINUOUS RELATIONSHIP WITH HH MEDSTAR HEALTH, INC., AND THUS A SIGNIFICANT VOICE. KEN SAMET, THE PRESIDENT OF HH MEDSTAR HEALTH, INC., SERVES ON THE BOARD OF DIRECTORS OF MANY OF HH MEDSTAR HEALTH INC.'S SUPPORTED ORGANIZATIONS. BECAUSE OF THIS, THE SUPPORTED ORGANIZATIONS ARE ABLE TO HAVE A SIGNIFICANT VOICE IN THE INVESTMENT POLICIES OF HH MEDSTAR HEALTH AND IN DIRECTING THE USE OF ITS INCOME AND ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 2A SUBSTANTIALLY ALL OF THE ACTIVITIES OF HH MEDSTAR HEALTH, INC. DIRECTLY FURTHER THE EXEMPT PURPOSES OF THE SUPPORTED ORGANIZATIONS LISTED. HH MEDSTAR HEALTH, INC. PROVIDES ADMINISTRATIVE AND MANAGEMENT SERVICES TO ITS SUPPORTED ORGANIZATIONS TO PROMOTE AN INTEGRATED HEALTH CARE SYSTEM. HH MEDSTAR HEALTH, INC. ALSO DIRECTLY FURTHERS THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS BY PROVIDING PHYSICIAN SERVICES THROUGH ITS PHYSICIAN PRACTICES. HH MEDSTAR HEALTH, INC. IS RESPONSIVE TO ITS SUPPORTED ORGANIZATIONS WHEN PROVIDING THESE SERVICES. SUBSTANTIALLY ALL OF THE STAFFING AND FINANCIAL RESOURCES OF HH MEDSTAR HEALTH, INC. WERE DEDICATED TO ACTIVITIES THAT DIRECTLY FURTHER THE EXEMPT PURPOSES OF ITS SUPPORTED ORGANIZATIONS. SCHEDULE A, PART IV, SECTION E, LINE 2B HH MEDSTAR HEALTH, INC. PROVIDED ADMINISTRATIVE AND MANAGEMENT SUPPORT SERVICES TO ITS SUPPORTED ORGANIZATIONS INCLUDING FINANCIAL SERVICES AND INFORMATION SYSTEMS SERVICES. IF NOT FOR THE EXISTENCE OF HH MEDSTAR HEALTH, INC., THESE SUPPORTED ORGANIZATIONS WOULD PERFORM THESE SERVICES THEMSELVES. HOWEVER, IT IS MORE EFFICIENT TO PERFORM ALL OF THESE SERVICES AT THE SAME ORGANIZATION RATHER THAN AT 22 SEPARATE ORGANIZATIONS (THE SUPPORTED ORGANIZATIONS). HH MEDSTAR HEALTH, INC. PROVIDES PHYSICIAN SERVICES THROUGH BEING THE SOLE MEMBER OF A NUMBER OF SINGLE-MEMBER LLC PHYSICIAN PRACTICES. THESE PHYSICIAN PRACTICES SERVE AS PHYSICIAN PRACTICES TO EACH OF THE HOSPITALS (WHICH ARE INCLUDED IN HH MEDSTAR HEALTH INC.'S SUPPORTED ORGANIZATIONS) IN THE MEDSTAR HEALTH INTEGRATED HEALTH CARE SYSTEM. IF NOT FOR THE EXISTENCE OF HH MEDSTAR HEALTH, INC., ITS SUPPORTED ORGANIZATIONS COULD OWN THESE PHYSICIAN PRACTICES THEMSELVES. HOWEVER, IT IS MORE EFFICIENT TO PERFORM THESE PHYSICIAN SERVICES UNDERNEATH A SINGLE ORGANIZATION'S OWNERSHIP (HH MEDSTAR HEALTH, INC.) RATHER THAN AT MULTIPLE SEPARATE ORGANIZATIONS (THE SUPPORTED ORGANIZATIONS).

Schedule A (Form 990 or 990-EZ) 2018

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," on 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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HH Medstar Health Inc

Employer identification number

52-1542230

Part I

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

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

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

Yes No

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

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on 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 7/25/06, 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on Form 990, Part IV, line 8.

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

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

(i)

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

(ii)

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

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

Revenue included on 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) 2018

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
c	Beginning balance .............................	1c
d	Additions during the year ............................	1d
e	Distributions during the year ..........................	1e
f	Ending balance ................................	1f

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

Yes No

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

Part V

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

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

If "Yes" on 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" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b) Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land .....	53,926		53,926
b	Buildings ....	457,050	43,244	413,806
c	Leasehold improvements	11,481,127	5,494,309	5,986,818
d	Equipment ....	31,535,190	19,590,297	11,944,893
e	Other .....	74,791,054	9,767,385	65,023,669
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				83,423,112

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on 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)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

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

(a) Description of investment	(b) Book value	(c) Method of valuation: Cost or end-of-year market value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

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

(a) Description				(b) Book value
(1) INTERCOMPANY RECEIVABLES				27,053,985
(2) OTHER ASSETS				52,500
(3) OPTION IT ASSET				446,047
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				27,552,532

Part X

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

1.(a) Description of liability	(b) Book value
(1) Federal income taxes	0
PENSION LIABILITY	236,403,582
CAPITAL LEASE LIABILITY	12,902,067
CREDIT PATIENT BALANCES A/R	5,846,903
STOCK OPTION PLAN	404,064
WORKERS COMP LIABILITY	238,188
OTHER LIABILITIES	125,437
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	255,920,241
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) 2018

Page 4

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

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on 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
FIN 48 FOOTNOTE	SCHEDULE D, PART X INCOME TAXES ARE ACCOUNTED FOR UNDER THE ASSET AND LIABILITY METHOD. DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED FOR THE FUTURE TAX CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE FINANCIAL STATEMENT CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX BASES AND OPERATING LOSS AND TAX CREDIT CARRYFORWARDS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX RATES EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY DIFFERENCES ARE EXPECTED TO BE RECOVERED OR SETTLED. THE EFFECT ON DEFERRED TAX ASSETS AND LIABILITIES OF A CHANGE IN TAX RATES IS RECOGNIZED IN THE PERIOD THAT INCLUDES THE ENACTMENT DATE. ANY CHANGES TO THE VALUATION ALLOWANCE ON THE DEFERRED TAX ASSET ARE REFLECTED IN THE YEAR OF CHANGE. THE CORPORATION ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH THE FASB ACCOUNTING STANDARDS CODIFICATION (ASC) TOPIC 740, INCOME TAXES. THERE WAS NO LIABILITY RECORDED FOR UNCERTAIN TAX POSITIONS AS OF JUNE 30, 2019.

Return Reference

Explanation

FIN 48 FOOTNOTE

SCHEDULE D, PART X INCOME TAXES ARE ACCOUNTED FOR UNDER THE ASSET AND LIABILITY METHOD. DEFERRED TAX ASSETS AND LIABILITIES ARE RECOGNIZED FOR THE FUTURE TAX CONSEQUENCES ATTRIBUTABLE TO DIFFERENCES BETWEEN THE FINANCIAL STATEMENT CARRYING AMOUNTS OF EXISTING ASSETS AND LIABILITIES AND THEIR RESPECTIVE TAX BASES AND OPERATING LOSS AND TAX CREDIT CARRYFORWARDS. DEFERRED TAX ASSETS AND LIABILITIES ARE MEASURED USING ENACTED TAX RATES EXPECTED TO APPLY TO TAXABLE INCOME IN THE YEARS IN WHICH THOSE TEMPORARY DIFFERENCES ARE EXPECTED TO BE RECOVERED OR SETTLED. THE EFFECT ON DEFERRED TAX ASSETS AND LIABILITIES OF A CHANGE IN TAX RATES IS RECOGNIZED IN THE PERIOD THAT INCLUDES THE ENACTMENT DATE. ANY CHANGES TO THE VALUATION ALLOWANCE ON THE DEFERRED TAX ASSET ARE REFLECTED IN THE YEAR OF CHANGE. THE CORPORATION ACCOUNTS FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH THE FASB ACCOUNTING STANDARDS CODIFICATION (ASC) TOPIC 740, INCOME TAXES. THERE WAS NO LIABILITY RECORDED FOR UNCERTAIN TAX POSITIONS AS OF JUNE 30, 2019.

Schedule D (Form 990) 2018

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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HH Medstar Health Inc

Employer identification number

52-1542230

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 on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

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

Travel for companions Payments for business use of personal residence

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

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

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

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

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

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

For persons listed on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

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

Were any amounts reported on 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" on 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) 2018

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on 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)
1KENNETH A SAMET PRESIDENT/DIRECTOR	(i) (ii)	0 ------------- 1,887,489	0 ------------- 5,002,733	0 ------------- 20,277	0 ------------- 52,149	0 ------------- 35,690	0 ------------- 6,998,338	0 ------------- 0
2MICHAEL J CURRAN TREASURER/DIRECTOR	(i) (ii)	0 ------------- 1,233,051	0 ------------- 2,511,836	0 ------------- 0	0 ------------- 15,186	0 ------------- 40,810	0 ------------- 3,800,883	0 ------------- 0
3ERIC R WAGNER VICE PRESIDENT/DIRECTOR	(i) (ii)	0 ------------- 845,754	0 ------------- 863,350	0 ------------- 0	0 ------------- 28,588	0 ------------- 40,908	0 ------------- 1,778,600	0 ------------- 0
4STEPHEN RT EVANS MD DIRECTOR	(i) (ii)	0 ------------- 902,374	0 ------------- 1,081,812	0 ------------- 0	0 ------------- 17,599	0 ------------- 46,184	0 ------------- 2,047,969	0 ------------- 0
5OLIVER M JOHNSON VP/SECRETARY	(i) (ii)	0 ------------- 638,424	0 ------------- 737,458	0 ------------- 0	0 ------------- 8,250	0 ------------- 36,788	0 ------------- 1,420,920	0 ------------- 0
6RICHARD GOLDBERG MMG PRESIDENT	(i) (ii)	696,405 ------------- 0	720,885 ------------- 0	300,000 ------------- 0	23,472 ------------- 0	18,253 ------------- 0	1,759,015 ------------- 0	0 ------------- 0
7Atul Shah PHYSICIAN	(i) (ii)	449,174 ------------- 0	884,846 ------------- 0	2,352 ------------- 0	8,250 ------------- 0	17,208 ------------- 0	1,361,830 ------------- 0	0 ------------- 0
8Anil Shah PHYSICIAN	(i) (ii)	439,531 ------------- 0	1,144,928 ------------- 0	2,281 ------------- 0	8,250 ------------- 0	24,541 ------------- 0	1,619,531 ------------- 0	0 ------------- 0
9Nimesh Khatri Physician	(i) (ii)	446,046 ------------- 0	689,648 ------------- 0	0 ------------- 0	8,250 ------------- 0	22,028 ------------- 0	1,165,972 ------------- 0	0 ------------- 0
10David Jordan Chair Department	(i) (ii)	951,896 ------------- 0	150,000 ------------- 0	0 ------------- 0	4,900 ------------- 0	17,146 ------------- 0	1,123,942 ------------- 0	0 ------------- 0
11Nayan Shah Physician	(i) (ii)	615,887 ------------- 0	475,595 ------------- 0	2,352 ------------- 0	8,250 ------------- 0	14,917 ------------- 0	1,117,001 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2018

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
SCHEDULE J, PART III	Mssrs. Samet and Curran's compensation in Part II, Column (B) includes $1,950,307 and $986,203 respectively, representing benefits received from executive retirement plans that are comprised of target benefits determined annually based on compensation and years of service and long-term retention arrangements.

Schedule J (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

HH Medstar Health Inc

Employer identification number

52-1542230

Return Reference	Explanation
FORM 990, PART III, LINE 1 - ORGANIZATION'S MISSION	The mission of MedStar Health, Inc. (MedStar), a Maryland non-stock membership corporation, is to serve our patients, those who care for them and our communities. MedStar is the controlling entity of an integrated health services organization (the System) offering a wide variety of healthcare services to residents of Maryland and the Washington, D.C., region (comprising Baltimore City, 11 counties in Maryland, the District of Columbia, and northern Virginia). MedStar Health is the regions largest health system and one of the largest employers in Maryland and Washington, D.C., with approximately 30,000 associates and 4,300 affiliated physicians. Through our hospitals, outpatient facilities, physician organizations, and other health-related organizations, the System offers a broad continuum of healthcare services, including primary care, acute care (secondary, tertiary and quaternary), emergency, trauma and urgent care, adult burn care, rehabilitation (hospital-based and outpatient), post-acute care, ambulatory surgery, home care, health promotion and wellness, and medical research and education. The System operates the largest home health business in the region with 320,493 visits in fiscal year 2019. MedStar Family Choice, a Medicare and Medicaid managed care company covered 91,300 lives as of June 30, 2019. The Systems physician network includes approximately 2,200 employed physicians. The System offers specialized services that include cancer care, cardiac disease treatment (including heart transplantation), hand surgery, minimally invasive surgery, neurosciences, multi-organ transplantation, neonatal intensive care, orthopaedics, shock/trauma, burn care, and stroke care. MedStar Health Research Institute is the research arm for MedStar, providing scientific, administrative, and regulatory support for research programs that complement the key clinical services and teaching programs in all hospitals across the System. MedStar has one of the largest graduate medical education programs in the country, training approximately 1,100 medical residents and fellows annually, and is the medical education and clinical partner of Georgetown University. In fiscal year 2019, MedStar hospitals had approximately 129,735 inpatient admissions and approximately 5,065,250 outpatient visits including 478,823 emergency visits. ORGANIZATION MEMBERS PART VI, LINE 6 THE ORGANIZATION IS AN AFFILIATE AND SUBSIDIARY OF MEDSTAR HEALTH, INC. MEDSTAR HEALTH, INC., OR ONE OF ITS AFFILIATES AND SUBSIDIARIES, IS THE SOLE MEMBER OF THE ORGANIZATION. DESCRIPTION OF MEMBERS PART VI, LINE 7A AS AN AFFILIATE AND SUBSIDIARY OF MEDSTAR HEALTH, INC., THE ORGANIZATION MAY RECOMMEND PERSON(S) FOR MEMBERSHIP ON THE ORGANIZATION'S GOVERNING BODY. ANY SUCH RECOMMENDATION BY THE ORGANIZATION IS SUBJECT TO APPROVAL BY THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF MEDSTAR HEALTH, INC. THE BOARD OF MEDSTAR HEALTH, INC. HAS DELEGATED CERTAIN APPROVAL AUTHORITY TO THE GOVERNANCE COMMITTEE AND THE PRESIDENT & CEO OF MEDSTAR HEALTH, INC. APPROVAL OF DECISIONS OF THE GOVERNING BODY PART VI, LINE 7B AS AN AFFILIATE AND SUBSIDIARY OF MEDSTAR HEALTH, INC., THE BYLAWS OF THE ORGANIZATION ARE SUBJECT TO CERTAIN RESERVED POWERS, WHICH PROVIDE THAT THE SOLE MEMBER OF THE ORGANIZATION MUST APPROVE CERTAIN DECISIONS, INCLUDING BUT NOT LIMITED TO MATTERS CONCERNING THE SALE OR PURCHASE OF REAL OR PERSONAL PROPERTY, CAPITAL BUDGETS, STRATEGIC PLANNING, INVESTMENTS, AND CORPORATE GOVERNANCE.
PROCESS FOR REVIEWING FORM 990	PART VI, LINE 11B THE PROCESS FOR REVIEWING THE FORM 990 INCLUDED EDUCATION AND TRANSPARENCY. SENIOR FINANCIAL EXECUTIVES, WORKING WITH INDEPENDENT OUTSIDE EXPERTS, THOROUGHLY REVIEWED FORM 990 AND ACCOMPANYING INSTRUCTIONS. IN ADDITION, SENIOR EXECUTIVES REVIEWED THE RELEVANT SECTIONS OF THE FORM 990 WITH THE FOLLOWING COMMITTEES OF THE ORGANIZATION'S GOVERNING BODY: FINANCE, AUDIT, GOVERNANCE, STRATEGIC PLANNING, AND EXECUTIVE COMPENSATION. FOLLOWING THESE MEETINGS, THE GOVERNING BODY WAS PROVIDED A COPY OF THE FORM 990 IN ITS FINAL FORM AND GIVEN AN OPPORTUNITY TO PROVIDE ANY INPUT OR COMMENTS RELATING TO THE FORM 990 PRIOR TO ITS FILING.
CONFLICT OF INTEREST	PART VI, LINE 12C POLICY APPOINTMENT OF BOARDS OF DIRECTORS MEDSTAR HEALTH (AND ITS SUBSIDIARIES) REQUIRE ALL NOMINATED DIRECTORS, PRIOR TO THEIR APPOINTMENT OR ELECTION, TO DISCLOSE THE EXISTENCE OF (OR POTENTIAL EXISTENCE OF) ANY TRANSACTION WITH MEDSTAR THAT WOULD RESULT IN A CONFLICT OF INTEREST. SUCH DISCLOSURES (IF ANY) ARE REVIEWED BY THE GOVERNANCE COMMITTEE OF THE MEDSTAR HEALTH BOARD OF DIRECTORS WHICH DETERMINES HOW THE MATTER SHOULD BE RESOLVED. ANNUAL DISCLOSURES - ALL OFFICERS, DIRECTORS, AND SENIOR MANAGERS ALL OFFICERS, DIRECTORS AND SENIOR MANAGERS ARE REQUIRED, NOT LESS THAN ANNUALLY, TO COMPLETE A SURVEY OF QUESTIONS CONCERNING ANY TRANSACTIONS OR RELATIONSHIPS WHICH WOULD OR COULD REPRESENT A CONFLICT OF INTEREST. SUCH DISCLOSURES (IF ANY) RELATED TO DIRECTORS ARE REVIEWED BY THE GOVERNANCE COMMITTEE OF THE MEDSTAR HEALTH BOARD OF DIRECTORS WHICH DETERMINES HOW THE MATTER SHOULD BE RESOLVED. SUCH DISCLOSURES (IF ANY) RELATED TO OFFICERS AND SENIOR MANAGERS ARE REVIEWED BY AN APPROPRIATE EXECUTIVE WHO DETERMINES HOW THE MATTER SHOULD BE RESOLVED. IN ADDITION, OFFICERS AND DIRECTORS OF MARYLAND HOSPITALS AND NURSING CENTERS ARE REQUIRED TO ANNUALLY DISCLOSE ADDITIONAL INFORMATION RELATING TO POTENTIAL CONFLICTS OF INTEREST AND SUCH DISCLOSURES ARE REPORTED TO THE MARYLAND HEALTH SERVICES COST REVIEW COMMISSION (HSCRC).
EXECUTIVE COMPENSATION POLICY	PART VI, LINE 15 THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF MEDSTAR HEALTH, INC. (THE "COMMITTEE") HAS OVERSIGHT OVER THE EXECUTIVE COMPENSATION PROGRAM (THE "PROGRAM") OF MEDSTAR HEALTH, INC. AND ITS AFFILIATES. TOTAL COMPENSATION FOR THE TOP MANAGEMENT OFFICIALS, OFFICERS AND KEY EMPLOYEES OF MEDSTAR HEALTH, INC. AND ITS AFFILIATES ARE REVIEWED AND APPROVED BY THE COMMITTEE WITH ASSISTANCE AND GUIDANCE FROM AN INDEPENDENT THIRD PARTY ADVISOR. THE MEMBERS OF THE COMMITTEE ARE INDEPENDENT FROM ALL OF THE PARTICIPANTS IN THE PROGRAM.THE MAIN OBJECTIVE OF THE PROGRAM IS TO PROVIDE MARKET COMPETITIVE TOTAL COMPENSATION THAT IS INTERNALLY EQUITABLE AND HAS A STRONG PAY-FOR-PERFORMANCE LINKAGE. PERFORMANCE IS EVALUATED AT THE SYSTEM, OPERATING UNIT, AND INDIVIDUAL LEVELS. THE OVERALL TOTAL COMPENSATION PHILOSOPHY IS MANAGED AT THE 75TH PERCENTILE OF THE COMPETITIVE MARKET FOR COMPARABLE SIZE (NET REVENUE) AND TYPE (TAX-EXEMPT HEALTHCARE ORGANIZATIONS). WHERE APPROPRIATE, ADDITIONAL INDUSTRY DATA IS CONSIDERED (GENERAL BUSINESS AND/OR TAXABLE HEALTHCARE) FOR SELECTED POSITIONS THAT CAN BE RECRUITED FROM OR POTENTIALLY LOST TO THESE INDUSTRIES (E.G., INFORMATION TECHNOLOGY, FINANCE, ETC.). THE COMMITTEE HAS ENGAGED ERNST & YOUNG LLP ("E&Y") TO SERVE AS AN ADVISOR ON THE REASONABLENESS AND COMPETITIVENESS OF THE PROGRAM. IN DETERMINING REASONABLENESS AND COMPETITIVENESS, E&Y REVIEWS MARKET PRACTICES AND TRENDS, AND MAKES RECOMMENDATIONS RELATED TO THE PROGRAM. E&Y UTILIZES INFORMATION FROM CUSTOM SURVEYS, NATIONAL COMPENSATION SURVEYS, PROPRIETARY DATABASES, AND CLIENT EXPERIENCES TO DETERMINE ITS FINAL RECOMMENDATIONS. E&Y PRESENTS THEIR FINDINGS AND RECOMMENDATIONS TO THE COMMITTEE. THE COMMITTEE MAKES THE FINAL DECISIONS ON ALL OF THE COMPENSATION DETERMINATIONS OF THE PROGRAM. ALL DECISIONS MADE BY THE COMMITTEE ARE CONTEMPORANEOUSLY DOCUMENTED.
FINANCIAL STATEMENT AVAILABILITY	PART VI, LINE 19 MEDSTAR HEALTH POSTS ITS ANNUAL FINANCIAL AUDIT AND QUARTERLY FINANCIAL REPORTS TO THE ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) SYSTEM. THE ORGANIZATION ALSO E-MAILS ITS ANNUAL AND QUARTERLY DISCLOSURES TO HOLDERS OF THE COMPANY'S PUBLICLY TRADED DEBT. THE COMPANY'S GOVERNANCE DOCUMENTS AND CONFLICTS OF INTEREST POLICIES ARE AVAILABLE UPON REQUEST THROUGH ITS CORPORATE (OR AS APPLICABLE ENTITY) PUBLIC INFORMATION OFFICES.
OTHER CHANGES IN NET ASSETS	PART XI, LINE 9 EQUITY TRANSFERS - NET ASSETS..................$ 129,001,889 ADDITIONAL MINIMUM PENSION LIABILITY...........$ (83,996,431) INCOME TAX PROVISION...........................$ (33,254) ------------- $ 44,972,204

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

HH Medstar Health Inc

Employer identification number

52-1542230

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
(1) MEDSTAR CONNECT LLC 10980 GRANTCHESTER WAY Columbia,MD21044 27-1831497	MED INF SVCS	MD	280,257	13,196	HH MEDSTAR
(2) MEDSTAR MEDICAL GROUP LLC 10980 GRANTCHESTER WAY Columbia,MD21044 27-4234575	MEDICAL SVCS	MD	34,532	-1,280,451	HH MEDSTAR
(3) CARDIOLOGY ASSOCIATES LLC 10980 GRANTCHESTER WAY Columbia,MD21044 27-4234724	MEDICAL SVCS	MD	46,173,730	9,390,791	HH MEDSTAR
(4) Chesapeake Cardiovascular AssociatesLLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 27-4465955	MEDICAL SVCS	MD	7,902,595	1,533,482	HH MEDSTAR
(5) MMG MMP LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 27-4234575	MEDICAL SVCS	MD	103,783,131	29,534,376	HH MEDSTAR
(6) MMG GeorgetoWn Family Practice LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 45-2660572	MEDICAL SVCS	MD	1,189,468	87,028	HH MEDSTAR
(7) MEDSTAR SOUTHERN MARYLAND PHYSICIANS LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-0773035	MEDICAL MGMT	MD	20,574,341	3,121,495	HH MEDSTAR
(8) MMG RADIOLOGY LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-4003552	MEDICAL MGMT	MD	49,273,060	7,651,323	HH MEDSTAR
(9) MEDSTAR FSMC PHYSICIANS LLC 10980 GRANTCHESTER WAY Columbia,MD21044 46-4207755	MEDICAL MGMT	MD	0	0	HH MEDSTAR
(10) MEDSTAR GSH PHYSICIANS LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-4217508	MEDICAL MGMT	MD	0	0	HH MEDSTAR
(11) MEDSTAR HARBOR HOSPITAL PHYSICIANS LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-4228016	MEDICAL MGMT	MD	0	0	HH MEDSTAR
(12) MEDSTAR UMH PHYSICIANS LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-4237992	MEDICAL MGMT	MD	0	0	HH MEDSTAR
(13) MEDSTAR SHAH MEDICAL GROUP LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-2691028	MEDICAL MGMT	MD	98,410,934	29,005,515	HH MEDSTAR
(14) MedStar House Call LLC 10980 GRANTCHESTER WAY Columbia,MD21044 47-5145654	GERIATRIC CAR	MD	4,218,567	523,709	HH MEDSTAR
(15) WHC PHYSICIAN GROUP LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 45-4019056	Medical Mgmt	MD	0	0	HH MEDSTAR
(16) MEDSTAR HEART INSTITUTE 10980 GRANTCHESTER WAY COLUMBIA,MD21044 45-3688816	Medical Svcs	MD	0	0	HH MEDSTAR
(17) MMG Anesthesiology LLC 10980 Grantchester Way Columbia,MD21044 82-2967407	Medical Svcs	MD	110,579,195	13,331,080	HH MEDSTAR
(18) MEDSTAR ACCOUNTABLE CARE LLC 10980 Grantchester Way Columbia,MD21044	MEDICAL MGMT	MD	9,129,477	15,443,841	HH MEDSTAR

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)CHURCH HOME CORPORATION 10980 GRANTCHESTER WAY COLUMBIA,MD21044 23-7374724	MEDICAL FUND	MD	501(c)(3)	PF	NA	Yes
(2)FRANKLIN SQUARE HOSPITAL CENTER INC 9000 FRANKLIN SQUARE DRIVE BALTIMORE,MD21237 52-0608007	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(3)HARBOR HOSPITAL INC 3001 SOUTH HANOVER STREET BALTIMORE,MD21225 52-0491660	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(4)MEDSTAR HEALTH INC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 52-2087445	MEDICAL SVCS	MD	501(c)(3)	12C III	NA		No
(5)MONTGOMERY GENERAL HOSPITAL 18101 PRINCE PHILIP DRIVE OLNEY,MD20832 52-0646893	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(6)THE GOOD SAMARITAN HOSPITAL OF MARYLAND 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-0591607	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(7)THE UNION MEMORIAL HOSPITAL 201 EAST UNIVERSITY PARKWAY BALTIMORE,MD21218 52-0591685	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(8)MEDSTAR HEALTH RESEARCH INSTITUTE 108 IRVING STREET NW WASHINGTON,DC20010 52-6056274	HOSPITAL	DC	501(c)(3)	4	NA	Yes
(9)THE MEDSTAR-GEORGETOWN MEDICAL CENTER I HOPSITAL ADMIN 1 MAIN BLDG WASHINGTON,DC20007 52-2218584	HOSPITAL	DC	501(c)(3)	3	NA	Yes
(10)WASHINGTON HOSPITAL CENTER CORPORATION 110 IRVING STREET NW WASHINGTON,DC20010 52-1272129	HOSPITAL	DC	501(c)(3)	3	NA	Yes
(11)MEDSTAR AMBULATORY SERVICES INC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 52-1132992	ADMIN SVCS	MD	501(c)(3)	12C III	NA	Yes
(12)BAY LIFE SERVICES INC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 52-1496539	MENTAL HEALTH	MD	501(c)(3)	10	NA	Yes
(13)MEDSTAR SURGERY CENTER INC 4061 POWDERMILL ROAD SUITE 210 CALVERTON,MD20705 52-1061679	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(14)CHURCH HOME AND HOSPITAL OF THE CITY OF 10980 GRANTCHESTER WAY COLUMBIA,MD21044 52-0591600	MEDICAL FUND	MD	501(c)(3)	12A I	NA	Yes
(15)GOOD SAMARITAN NURSING CENTER INC 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-1672866	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(16)GS HOUSING INC 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-1481656	ELDER HOUSING	MD	501(c)(3)	10	NA	Yes
(17)GS PROPERTIES INC 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-1429853	ADMIN SVCS	MD	501(c)(3)	12a I	NA	Yes
(18)MEDSTAR HEALTH INFUSION INC 4061 POWDERMILL ROAD SUITE 210 CALVERTON,MD20705 52-1980510	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(19)MEDSTAR HEALTH VISITING NURSES ASSOCIATI 4061 POWDERMILL ROAD CALVERTON,MD20705 53-0196597	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(20)MEDSTAR VNA HEALTHCARE 4061 POWDERMILL ROAD SUITE 210 CALVERTON,MD20705 52-1458516	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(21)MGH COMMUNITY HEALTH INC 18101 PRINCE PHILIP DRIVE OLNEY,MD20832 52-1372467	MEDICAL SVCS	MD	501(c)(3)	10	NA	Yes
(22)MGH HEALTH SERVICES INC 18101 PRINCE PHILIP DRIVE OLNEY,MD20832 52-1366812	FOUNDATION	MD	501(c)(3)	12B II	NA	Yes
(23)MGH WOMEN'S BOARD 18101 PRINCE PHILIP DRIVE OLNEY,MD20832 52-6039600	FOUNDATION	MD	501(c)(3)	12C III	NA	Yes
(24)NATIONAL REHABILITATION HOSPITAL 102 IRVING STREET NW WASHINGTON,DC20010 52-1369749	HOSPITAL	DC	501(c)(3)	3	NA	Yes
(25)REGIONAL REHAB AT OLNEY INC 18101 PRINCE PHILIP DRIVE OLNEY,MD20832 52-2310902	MEDICAL SVCS	MD	501(c)(3)	3	NA	Yes
(26)SUBURBAN NRH MEDICAL REHABILITATION I 102 IRVING STREET NW WASHINGTON,DC20010 52-1931151	MEDICAL SVCS	DC	501(c)(3)	3	NA	Yes
(27)THE THOMAS O'NEIL CATHOLIC HEALTH CARE F 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-1104382	FOUNDATION	MD	501(c)(3)	12D III	NA	Yes
(28)VNA INC 4061 POWDERMILL ROAD SUITE 210 CALVERTON,MD20705 52-1332411	ADMIN SVCS	MD	501(c)(3)	12A I	NA	Yes
(29)WOODBOURNE WOODS INC 5601 LOCH RAVEN BLVD BALTIMORE,MD21239 52-2299070	ELDER HOUSING	MD	501(c)(3)	10	NA	Yes
(30)HOSPICE OF ST MARY'S INC PO BOX 527 LEONARDTOWN,MD20650 52-2153926	SUPPORT ORG	MD	501(c)(3)	12A I	NA	Yes
(31)ST MARY'S HOSPITAL OF ST MARY'S COUNTY 25500 POINT LOOKOUT ROAD LEONARDTOWN,MD20650 52-0619006	HOSPITAL	MD	501(c)(3)	3	NA	Yes
(32)MEDSTAR SOUTHERN MD HOSPITAL CENTER INC 7503 SURRATTS ROAD CLINTON,MD20735 46-0726303	hospital	MD	501(c)(3)	3	NA	Yes
(33)MED HEALH INC & AFFL MASTER RET TRU 10980 GRANTCHESTER WAY Columbia,MD21044 46-7454613	RETIRE. TRUST	MD	501(a)	N/A	NA	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2018

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) MEDSTAR SHAH MSO LLC 10980 GRANTCHESTER WAY COLUMBIA,MD21044 46-2700536	MGMT SVCS	MD	HH MEDSTAR HEAL	N/A	-11,055	189,443		No	0	Yes		50.000 %
(2) 22590 SHADY COURT LLC 22590 SHADY COURT CALIFORNIA,MD20619	REAL ESTATE	MD	NA	N/A
(3) 24035 THREE NOTCH ROAD LLC 24035 THREE NOTCH ROAD HOLLYWOOD,MD20636	REAL ESTATE	MD	NA	N/A
(4) 37767 MARKET DRIVE LLC 37767 MARKET DRIVE Leonardtown,MD20650	REAL ESTATE	MD	NA	N/A
(5) 26840 POINT LOOKOUT ROAD LLC 26840 POINT LOOKOUT ROAD Charlotte Hall,MD20622	REAL ESTATE	MD	NA	N/A
(6) MONTGOMERY COMMUNITY MAGNETIC RESONANCE 4110 ASPEN HILL RD ROCKVILLE,MD20853 52-1534253	MRI SCREENING	MD	NA	N/A
(7) PHYSIOTHERAPY ASSOCIATES NRH REHAB LLC 4714 GETTYSBURG ROAD MECHANICSBURG,PA17055 52-2212036	PHYSIOTHERAPY	PA	NA	N/A
(8) FRANKLIN SQUARE MEDICAL CENTERMERIDIAN 101 EAST STATE STREET KENNETT SQUARE,PA19348 52-1734591	NURSING HOME	PA	NA	N/A
(9) PHYSICIAN IMAGING OF WASHINGTON 840 CRESCENT CENTRE DR FRANKLIN,TN37067 56-2616090	RADIOLOGY SVC	TN	NA	N/A
(10) FRANKLIN IMAGING LLC 7253 AMBASSADOR ROAD BALTIMORE,MD21244 52-1588688	IMAGING	MD	NA	N/A
(11) MedStar HealthSurgcenter Development JV 10980 Grantchester Way Columbia,MD21044 82-1073412	SURGERY	MD	NA	N/A
(12) 10 St Patrick's Drive LLC 10 St Patricks Drive Waldorf,MD20603 83-2261766	REAL ESTATE	MD	NA	N/A
(13) MedStar Endoscopy Ctr at LuthervilleLLC 1300 Bellona Avenue Lutherville,MD21093 82-3193901	Surgery	MD	NA	N/A

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(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) MedStar Pharmacies Inc 10980 GRANTCHESTER WAY Columbia,MD21044 52-1513056	Drug Sales	MD	NA	C Corp	11,101,980	2,775,999	100.000 %	Yes
(2) ExtenCare Inc 10980 GRANTCHESTER WAY Columbia,MD21044 52-1556228	Medical SERVICES	MD	NA	C Corp	498,309	1,195,124	100.000 %	Yes
(3) Helix Resources Management Inc 10980 GRANTCHESTER WAY Columbia,MD21044 52-1913070	Admin SERVICES	MD	NA	C Corp	4,132,635	526,762	100.000 %	Yes
(4) HelixCare Medical Group LLC 10980 GRANTCHESTER WAY Columbia,MD21044 52-1955580	Medical SERVICES	MD	NA	C Corp	207	872,752	100.000 %	Yes
(5) HelixCare Properties LLC 10980 GRANTCHESTER WAY Columbia,MD21044 52-1966695	Medical SERVICES	MD	NA	C Corp	0	0	100.000 %	Yes
(6) Parkway Ventures Inc 10980 GRANTCHESTER WAY Columbia,MD21044 52-1893569	Holding CompaNY	MD	NA	C Corp	59,044,521	211,329,369	100.000 %	Yes
(7) Physicians Administrative Services Inc 10980 GRANTCHESTER WAY Columbia,MD21044 23-7042074	Billing SERVICES	MD	NA	C Corp	0	500	100.000 %	Yes
(8) MedStar Family Choice Inc 10980 GRANTCHESTER WAY Columbia,MD21044 52-1995521	Managed Care	MD	NA	C Corp	524,329,692	193,930,899	100.000 %	Yes
(9) Medstar Enterprises Inc 4061 Powdermill Road Suite 210 Calverton,MD20705 52-2139841	Admin Service	MD	NA	C Corp
(10) SiTeL Inc 10980 GRANTCHESTER WAY Columbia,MD21044 90-0753340	educational	MD	NA	C Corp
(11) Star Billing Inc 4061 Powdermill Road Suite 210 Calverton,MD20705 52-1850113	Billing SERVICES	MD	NA	C Corp
(12) Washington Risk Network Management Inc 4061 Powdermill Road Suite 210 Calverton,MD20705 52-2132677	Medical SERVICES	MD	NA	C Corp
(13) Washington Hospital Center Physician Hos 100 Irving Street NW Washington,DC20010 52-1931000	Medical SERVICES	MD	NA	C Corp
(14) Medstar Physician Partners Inc 4061 Powdermill Road Suite 210 Calverton,MD20705 52-2030809	Medical SERVICES	MD	NA	C Corp
(15) Franklin Square Drive Land Condo Associa 10980 GRANTCHESTER WAY Columbia,MD21044 76-0756352	CONDOMINIUMS	MD	NA	C Corp
(16) MGH Diversified Services Inc 18101 Prince Philip Drive Olney,MD20832 52-1943602	Medical SERVICES	MD	NA	C Corp
(17) Greenspring Financial Insurance Limited 23 LIME TREE BAY AVENUE PO BOX 1051 KY GRAND CAYMAN CJ 98-0188617	Insurance	CJ	NA	C Corp
(18) ST MARY'S HEALTH ALLIANCE INC 25500 POINT LOOKOUT ROAD LEONARDTOWN,MD20650 52-1930331	MEDICAL SERVICES	MD	NA	C CORP
(19) ST MARY'S CONDO ASSOCIATION 25500 POINT LOOKOUT RD LEONARDTOWN,MD20650 27-3377216	CONDOMINIUMS	MD	NA	C CORP
(20) MEDSTAR HEALTH MASTER RETIREMENT TRUST 103 SOUTH CHURCH ST Grand Cayman KY1-1002 CJ 98-1371657	INVESTMENTS	CJ	na	C CORP
(21) MEDSTAR HEALTH INC - INVESTMENT FUND I 103 SOUTH CHURCH ST Grand Cayman KY1-1002 CJ 98-1310273	INVESTMENTS	CJ	NA	C CORP

Schedule R (Form 990) 2018

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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) MedStar Health Inc	Q	32,306,708	FMV
(2) MedStar Health Inc	P	4,147,665	FMV
(3) MedStar Ambulatory Services	Q	1,000,000	FMV

Schedule R (Form 990) 2018

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) 2018

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) 2018

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: PLAN, DEVELOP, COORDINATE, DIRECT AND MANAGE AN INTEGRATED HEALTHCARE SYSTEM.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	4
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	3,330
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	2,127,142	1,360,010
9	Program service revenue (Part VIII, line 2g) .........	525,675,845	653,903,102
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	628,566	-4,424
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	20,772,193	49,002,411
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	549,203,746	704,261,099
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
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)	384,429,443	513,614,681
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	211,568,279	232,783,228
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	595,997,722	746,397,909
19	Revenue less expenses. Subtract line 18 from line 12.......	-46,793,976	-42,136,810
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	124,886,779	212,143,612
21	Total liabilities (Part X, line 26).............	360,065,227	444,965,043
22	Net assets or fund balances. Subtract line 21 from line 20.....	-235,178,448	-232,821,431

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 471,300,526 including grants of $ ) (Revenue $ 653,903,102 )
	HH MEDSTAR HEALTH, INC.'S LARGEST PROGRAM SERVICE IS TO PROVIDE MANAGEMENT AND SUPPORT TO MEDSTAR HEALTH, INC. AND ITS AFFILIATED ENTITIES. IN ADDITION TO THE PROGRAM SERVICE EXPENSES LISTED ABOVE, HH MEDSTAR HEALTH INCURRED $275.1M OF MANAGEMENT AND GENERAL EXPENSES IN PROVIDING MANAGEMENT AND SUPPORT TO ITS AFFILIATED ENTITIES. THE PROGRAM SERVICE EXPENSES INCURRED BY THE ORGANIZATION RELATE TO CORPORATE SERVICE FUNCTIONS INCLUDING FINANCIAL SERVICES AND INFORMATION SYSTEMS.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	HH MEDSTAR HEALTH, INC. PROVIDES PHYSICIAN SERVICES THROUGH ITS PHYSICIAN PRACTICES TO MEDSTAR HEALTH, INC. AND ITS AFFILIATED ENTITIES. THESE PHYSICIAN PRACTICES SERVE AS PHYSICIAN PRACTICES TO EACH OF THE HOSPITALS (WHICH ARE INCLUDED IN HH MEDSTAR HEALTH INC.'S SUPPORTED ORGANIZATIONS) IN THE MEDSTAR HEALTH INTEGRATED HEALTH CARE SYSTEM.

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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses471,300,526

(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)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) KENNETH A SAMET...................................................................... PRESIDENT/DIRECTOR	1.0 ................. 39.0	X	X			0	6,910,499	87,839
(2) MICHAEL J CURRAN...................................................................... TREASURER/DIRECTOR	1.0 ................. 39.0	X	X			0	3,744,887	55,996
(3) ERIC R WAGNER...................................................................... VICE PRESIDENT/DIRECTOR	1.0 ................. 39.0	X	X			0	1,709,104	69,496
(4) STEPHEN RT EVANS MD...................................................................... DIRECTOR	1.0 ................. 39.0	X				0	1,984,186	63,783
(5) OLIVER M JOHNSON...................................................................... VP/SECRETARY	1.0 ................. 39.0		X			0	1,375,882	45,038
(6) RICHARD GOLDBERG...................................................................... MMG PRESIDENT	40.0 ................. 0.0			X		1,717,290	0	41,725
(7) Atul Shah...................................................................... PHYSICIAN	40.0 ................. 0.0				X	1,336,372	0	25,458
(8) Anil Shah...................................................................... PHYSICIAN	40.0 ................. 0.0				X	1,586,740	0	32,791
(9) Nimesh Khatri...................................................................... Physician	40.0 ................. 0.0				X	1,135,694	0	30,278
(10) David Jordan...................................................................... Chair Department	40.0 ................. 0.0				X	1,101,896	0	22,046
(11) Nayan Shah...................................................................... Physician	40.0 ................. 0.0				X	1,093,834	0	23,167

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	7,971,826	15,724,558	497,617

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e

f	All other contributions, gifts, grants, and similar amounts not included above		1f	1,360,010

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......		1,360,010

		Business Code
2a	NET PATIENT SERVICE REVENUE	621400	392,202,767	392,202,767
b	MANAGEMENT FEES	900099	253,066,553	253,066,553
c	OTHER PHYSICIAN REVENUE	621400	5,369,150	5,369,150
d	PROVIDER INCENTIVE FEES	900099	3,256,132	3,256,132
e	MEANINGFUL USE INCOME	900099	8,500	8,500
f	All other program service revenue.
g	Total. Add lines 2a–2f ....		653,903,102

3 Investment income (including dividends, interest, and othersimilar amounts) ......			191,027			191,027
4 Income from investment of tax-exempt bond proceeds			0
5 Royalties...........			0
		(ii) Personal	(i) Real
6a	Gross rents		23,706
b	Less: rental expenses
c	Rental income or (loss)	0	23,706
d	Net rental income or (loss)......			23,706			23,706
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses	195,451
c	Gain or (loss)	-195,451
d	Net gain or (loss).....			-195,451			-195,451
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a		0
b	Less: direct expenses ...b		0
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a		0
b	Less: direct expenses ...b		0
c	Net income or (loss) from gaming activities..			0
10a	Gross sales of inventory, less returns and allowances ..
	a		0
b	Less: cost of goods sold ..b		0
c	Net income or (loss) from sales of inventory..			0
Business Code			Miscellaneous Revenue
11a	SUBSIDY REVENUE - INTERCOMPANY		900099	37,068,525			37,068,525
b	NON-PHYSICIAN INTERCO REVENUE		900099	2,533,990			2,533,990
c	MISCELLANEOUS REVENUE		900099	9,251,324			9,251,324
d	All other revenue ....			124,866			124,866
e	Total. Add lines 11a–11d ......			48,978,705
12	Total revenue. See Instructions......			704,261,099	653,903,102	0	48,997,987

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	1,759,015	1,303,440	455,575
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	449,556,713	337,271,572	112,285,141
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	7,652,309	5,507,228	2,145,081
9	Other employee benefits .......	27,737,414	10,021,254	17,716,160
10	Payroll taxes ...........	26,909,230	18,406,848	8,502,382
11	Fees for services (non-employees):
a	Management ......	15,551,253	1,653,335	13,897,918
b	Legal .........	86,457	69,986	16,471
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	162,261		162,261
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	61,807,185	32,620,362	29,186,823
12	Advertising and promotion ....	1,739,856	218,607	1,521,249
13	Office expenses .......	13,140,741	8,293,784	4,846,957
14	Information technology ......	11,265,970	162,613	11,103,357
15	Royalties ..	0
16	Occupancy ...........	13,982,082	9,641,502	4,340,580
17	Travel ............	3,000,480	2,124,003	876,477
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .	0
19	Conferences, conventions, and meetings ....	757,059	556,763	200,296
20	Interest ...........	714,785	700,245	14,540
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization ..	8,563,824	6,588,747	1,975,077
23	Insurance ...	5,150,894	5,339,960	-189,066
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	MAINTENANCE	57,798,225	-1,465,103	59,263,328
b	MED/SURGICAL SUPPLIES	26,561,798	26,436,831	124,967
c	UTILITIES	9,175,294	3,210,933	5,964,361
d	OTHER MISCELLANEOUS	3,004,698	2,485,143	519,555
e	All other expenses	320,366	152,473	167,893
25	Total functional expenses. Add lines 1 through 24e	746,397,909	471,300,526	275,097,383	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			2,034,738	1	3,573,551
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ......			0	3	0
4	Accounts receivable, net .............			32,770,650	4	59,110,191
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
				0	5	0
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 ..............
				0	6	0
7	Notes and loans receivable, net ....			0	7	18,138
8	Inventories for sale or use ........			1,191,059	8	1,170,805
9	Prepaid expenses and deferred charges ......			22,289,323	9	29,494,575
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	118,318,347
b	Less: accumulated depreciation	10b	34,895,235	64,513,828	10c	83,423,112
11	Investments—publicly traded securities .			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	6,205,032
13	Investments—program-related. See Part IV, line 11 ..			0	13	0
14	Intangible assets ...............			1,595,676	14	1,595,676
15	Other assets. See Part IV, line 11 ...........			491,505	15	27,552,532
16	Total assets. Add lines 1 through 15 (must equal line 34)...			124,886,779	16	212,143,612

17	Accounts payable and accrued expenses .....	161,119,072	17	186,661,112
18	Grants payable ...	0	18	0
19	Deferred revenue .........	2,320,022	19	2,383,690
20	Tax-exempt bond liabilities .........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D	0	21	0
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..	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ..	0	24	0
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	196,626,133	25	255,920,241
26	Total liabilities. Add lines 17 through 25..	360,065,227	26	444,965,043

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	-235,178,448	27	-232,821,431
28	Temporarily restricted net assets ...........	0	28	0
29	Permanently restricted net assets	0	29	0
	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 ...........	-235,178,448	33	-232,821,431
34	Total liabilities and net assets/fund balances ........	124,886,779	34	212,143,612