TY 2018 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Andrew Artenstein MD...................................................................... President	40.00 ................. 10.00	X	X	1,062,673	41,371
(2) Dennis Chalke...................................................................... Treasurer/Director	3.00 ................. 47.00	X	X	947,658	90,444
(3) Aaron Kugelmass MD...................................................................... Director	50.00 ................. 0.00	X		827,995	40,214
(4) Abraham Thomas MD...................................................................... Director (as of 1/29/19)	50.00 ................. 0.00	X		740,606	49,136
(5) Amir Lotfi MD...................................................................... Director (as of 1/29/19)	50.00 ................. 0.00	X		529,649	39,091
(6) Barry Sarvet MD...................................................................... Director	50.00 ................. 0.00	X		508,384	60,879
(7) Charlotte Boney MD...................................................................... Director	50.00 ................. 0.00	X		547,717	39,959
(8) Cheryl Geoffrion MD...................................................................... Director	50.00 ................. 0.00	X		298,273	41,346
(9) Dennis Oh MD...................................................................... Director (through 1/29/19)	50.00 ................. 0.00	X		1,324,295	44,229
(10) Edward Feldman MD...................................................................... Director	50.00 ................. 0.00	X		512,279	33,684
(11) Elizabeth Boyle MD...................................................................... Director	50.00 ................. 0.00	X		423,335	53,786
(12) Heather Sankey MD...................................................................... Director	50.00 ................. 0.00	X		574,243	49,871
(13) Kathleen B Scoble...................................................................... Director	1.00 ................. 1.00	X		0	0
(14) Kevin Hinchey MD...................................................................... Ex-Offico Director/ CAO	40.00 ................. 10.00	X		499,358	74,125
(15) Kimberly Bucknor MD...................................................................... Director	50.00 ................. 0.00	X		236,203	34,779
(16) Lisa Erickson...................................................................... Director	50.00 ................. 0.00	X		165,854	14,842
(17) Mark A Keroack MD...................................................................... Director/President & CEO, BH	1.00 ................. 49.00	X		2,027,506	40,042

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) Nicolas Jabbour MD........................................................................ Director	50.00 .......................0.00	X				916,278	45,311
(19) Niels Rathlev MD........................................................................ Director	50.00 .......................0.00	X				625,102	43,584
(20) Rakesh Talati MD........................................................................ Director (as of 1/29/19)	40.00 .......................10.00	X				428,325	38,316
(21) Ramachandran Kuppuswamy MD........................................................................ Director (as of 1/29/19)	50.00 .......................0.00	X				354,404	26,121
(22) Reginald Alouidor MD........................................................................ Director (through 1/29/19)	50.00 .......................0.00	X				441,391	43,219
(23) Ronald P Bryant........................................................................ Director/ President BNH & BFMC	1.00 .......................49.00	X				591,144	48,176
(24) Sarah Haessler MD........................................................................ Director	50.00 .......................0.00	X				273,873	39,603
(25) Timothy Lepore MD........................................................................ Director (through 1/29/19)	50.00 .......................0.00	X				280,383	39,290
(26) Wilson Mertens MD........................................................................ Director	50.00 .......................0.00	X				498,254	69,757
(27) Kristin R Delaney........................................................................ Clerk	1.00 .......................49.00		X			145,051	37,639
(28) Betty Larue........................................................................ COO	40.00 .......................10.00			X		486,199	74,621
(29) Farhad Bahrassa MD........................................................................ Neurosurgeon	50.00 .......................0.00				X	799,675	14,228
(30) Richard J Hicks MD........................................................................ Chair Radiology	50.00 .......................0.00				X	749,678	39,386
(31) Mohamad A Khaled MD........................................................................ Neurosurgeon	50.00 .......................0.00				X	737,077	40,552
(32) Kevin P Moriarty MD........................................................................ Chief Pediatric Surgery	40.00 .......................10.00				X	702,493	31,882
(33) Robert Schapiro MD........................................................................ Neurosurgeon	50.00 .......................0.00				X	682,672	38,256

(A) Name and business address	(B) Description of services	(C) Compensation
Springfield Medical Associates 2150 Main St Springfield,MA01104	Contracted MD services	11,496,188
Baystate Administrative Services Inc 759 Chestnut Street Springfield,MA01199	Management services	6,262,472
Western Mass Gastroenterology Assoc 299 Carew St Ste 419 Springfield,MA01104	Contracted MD services	4,499,004
Baystate Medical Center Inc 759 Chestnut Street Springfield,MA01199	MD scheduling service	4,178,678
Valley Medical AssociatesPC 3640 Main St Springfield,MA01107	Contracted MD services	3,453,057
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 39

- 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

Baystate Medical Practices Inc

Employer identification number

04-2888373

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

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

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


Total

For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 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.") .				442,650	704,205	1,146,855
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	250,588,760	262,304,309	288,416,270	306,594,325	329,056,490	1,436,960,154
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	250,588,760	262,304,309	288,416,270	307,036,975	329,760,695	1,438,107,009
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.						0
c	Add lines 7a and 7b..						0
8	Public support. (Subtract line 7c from line 6.)						1,438,107,009

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...	250,588,760	262,304,309	288,416,270	307,036,975	329,760,695	1,438,107,009
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	37,715	62,147	43,854	39,162	24,315	207,193
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	37,715	62,147	43,854	39,162	24,315	207,193
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.)..	250,626,475	262,366,456	288,460,124	307,076,137	329,785,010	1,438,314,202

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)) .........

99.990 %

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

99.990 %

Section D. Computation of Investment Income Percentage

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

0.010 %

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

0.010 %

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.

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?

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

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

Section E. Type III Functionally-Integrated Supporting Organizations

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

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

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

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

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

Yes

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

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

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

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

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

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

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2018

Name of the organization

Baystate Medical Practices Inc

Employer identification number

04-2888373

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2

Name of organization Baystate Medical Practices Inc

Part I	Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 3

Name of organization Baystate Medical Practices Inc		Employer identification number 04-2888373

Part II	Noncash Property (See instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (See instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Schedule B (Form 990, 990-EZ, or 990-PF) (2018)

Page 4


Name of organization Baystate Medical Practices Inc			Employer identification number 04-2888373
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No. from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

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

Baystate Medical Practices Inc

Employer identification number

04-2888373

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 .....
b	Buildings ....	1,103,927	593,036	510,891
c	Leasehold improvements	11,524,866	4,354,858	7,170,008
d	Equipment ....	23,022,092	18,939,890	4,082,202
e	Other .....
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				11,763,101

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) Due from Affiliated Companies				18,046,446
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				18,046,446

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
Due to Affiliated Companies	27,453,197
Insurance Liability Loss Reserve	10,740,822
Accrued Pension Cost	18,325,219
Affiliate Line of Credit	261,398
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	56,780,636
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

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

Baystate Medical Practices Inc

Employer identification number

04-2888373

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? .........

Yes

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

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

Only 501(c)(3), 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)
1Andrew Artenstein MD President	(i) (ii)	607,372 ------------- 0	216,448 ------------- 0	238,853 ------------- 0	17,875 ------------- 0	23,496 ------------- 0	1,104,044 ------------- 0	63,064 ------------- 0
2Dennis Chalke Treasurer/Director	(i) (ii)	546,049 ------------- 0	196,086 ------------- 0	205,523 ------------- 0	59,898 ------------- 0	30,546 ------------- 0	1,038,102 ------------- 0	4,050 ------------- 0
3Aaron Kugelmass MD Director	(i) (ii)	629,556 ------------- 0	130,290 ------------- 0	68,149 ------------- 0	17,875 ------------- 0	22,339 ------------- 0	868,209 ------------- 0	0 ------------- 0
4Abraham Thomas MD Director (as of 1/29/19)	(i) (ii)	525,369 ------------- 0	135,214 ------------- 0	80,023 ------------- 0	17,875 ------------- 0	31,261 ------------- 0	789,742 ------------- 0	0 ------------- 0
5Amir Lotfi MD Director (as of 1/29/19)	(i) (ii)	487,419 ------------- 0	26,122 ------------- 0	16,108 ------------- 0	17,875 ------------- 0	21,216 ------------- 0	568,740 ------------- 0	0 ------------- 0
6Barry Sarvet MD Director	(i) (ii)	393,713 ------------- 0	101,000 ------------- 0	13,671 ------------- 0	33,771 ------------- 0	27,108 ------------- 0	569,263 ------------- 0	0 ------------- 0
7Charlotte Boney MD Director	(i) (ii)	414,220 ------------- 0	127,260 ------------- 0	6,237 ------------- 0	17,875 ------------- 0	22,084 ------------- 0	587,676 ------------- 0	0 ------------- 0
8Cheryl Geoffrion MD Director	(i) (ii)	277,294 ------------- 0	15,420 ------------- 0	5,559 ------------- 0	20,625 ------------- 0	20,721 ------------- 0	339,619 ------------- 0	0 ------------- 0
9Dennis Oh MD Director (through 1/29/19)	(i) (ii)	796,030 ------------- 0	500,000 ------------- 0	28,265 ------------- 0	20,653 ------------- 0	23,576 ------------- 0	1,368,524 ------------- 0	0 ------------- 0
10Edward Feldman MD Director	(i) (ii)	388,614 ------------- 0	79,790 ------------- 0	43,875 ------------- 0	17,875 ------------- 0	15,809 ------------- 0	545,963 ------------- 0	0 ------------- 0
11Elizabeth Boyle MD Director	(i) (ii)	328,430 ------------- 0	85,850 ------------- 0	9,055 ------------- 0	28,786 ------------- 0	25,000 ------------- 0	477,121 ------------- 0	0 ------------- 0
12Heather Sankey MD Director	(i) (ii)	451,526 ------------- 0	112,489 ------------- 0	10,228 ------------- 0	30,647 ------------- 0	19,224 ------------- 0	624,114 ------------- 0	0 ------------- 0
13Kevin Hinchey MD Ex-Offico Director/ CAO	(i) (ii)	397,021 ------------- 0	82,820 ------------- 0	19,517 ------------- 0	54,167 ------------- 0	19,958 ------------- 0	573,483 ------------- 0	0 ------------- 0
14Kimberly Bucknor MD Director	(i) (ii)	216,418 ------------- 0	17,763 ------------- 0	2,022 ------------- 0	14,724 ------------- 0	20,055 ------------- 0	270,982 ------------- 0	0 ------------- 0
15Lisa Erickson Director	(i) (ii)	147,228 ------------- 0	16,345 ------------- 0	2,281 ------------- 0	7,482 ------------- 0	7,360 ------------- 0	180,696 ------------- 0	0 ------------- 0
16Mark A Keroack MD Director/President & CEO, BH	(i) (ii)	1,092,918 ------------- 0	555,500 ------------- 0	379,088 ------------- 0	17,875 ------------- 0	22,167 ------------- 0	2,067,548 ------------- 0	4,050 ------------- 0
17Nicolas Jabbour MD Director	(i) (ii)	689,899 ------------- 0	213,039 ------------- 0	13,340 ------------- 0	17,875 ------------- 0	27,436 ------------- 0	961,589 ------------- 0	0 ------------- 0
18Niels Rathlev MD Director	(i) (ii)	458,581 ------------- 0	118,675 ------------- 0	47,846 ------------- 0	17,875 ------------- 0	25,709 ------------- 0	668,686 ------------- 0	0 ------------- 0
19Rakesh Talati MD Director (as of 1/29/19)	(i) (ii)	356,143 ------------- 0	63,931 ------------- 0	8,251 ------------- 0	20,625 ------------- 0	17,691 ------------- 0	466,641 ------------- 0	0 ------------- 0
20Ramachandran Kuppuswamy MD Director (as of 1/29/19)	(i) (ii)	316,350 ------------- 0	36,210 ------------- 0	1,844 ------------- 0	17,875 ------------- 0	8,246 ------------- 0	380,525 ------------- 0	0 ------------- 0
21Reginald Alouidor MD Director (through 1/29/19)	(i) (ii)	407,923 ------------- 0	20,225 ------------- 0	13,243 ------------- 0	20,625 ------------- 0	22,594 ------------- 0	484,610 ------------- 0	0 ------------- 0
22Ronald P Bryant Director/ President BNH & BFMC	(i) (ii)	450,110 ------------- 0	113,625 ------------- 0	27,409 ------------- 0	17,875 ------------- 0	30,301 ------------- 0	639,320 ------------- 0	0 ------------- 0
23Sarah Haessler MD Director	(i) (ii)	233,202 ------------- 0	39,227 ------------- 0	1,444 ------------- 0	18,079 ------------- 0	21,524 ------------- 0	313,476 ------------- 0	0 ------------- 0
24Timothy Lepore MD Director (through 1/29/19)	(i) (ii)	247,021 ------------- 0	32,755 ------------- 0	607 ------------- 0	16,590 ------------- 0	22,700 ------------- 0	319,673 ------------- 0	0 ------------- 0
25Wilson Mertens MD Director	(i) (ii)	395,819 ------------- 0	81,446 ------------- 0	20,989 ------------- 0	47,222 ------------- 0	22,535 ------------- 0	568,011 ------------- 0	0 ------------- 0
26Kristin R Delaney Clerk	(i) (ii)	129,310 ------------- 0	15,113 ------------- 0	628 ------------- 0	14,190 ------------- 0	23,449 ------------- 0	182,690 ------------- 0	0 ------------- 0
27Betty Larue COO	(i) (ii)	370,738 ------------- 0	96,127 ------------- 0	19,334 ------------- 0	50,664 ------------- 0	23,957 ------------- 0	560,820 ------------- 0	0 ------------- 0
28Farhad Bahrassa MD Neurosurgeon	(i) (ii)	743,084 ------------- 0	55,053 ------------- 0	1,538 ------------- 0	5,500 ------------- 0	8,728 ------------- 0	813,903 ------------- 0	0 ------------- 0
29Richard J Hicks MD Chair Radiology	(i) (ii)	589,097 ------------- 0	151,500 ------------- 0	9,081 ------------- 0	17,875 ------------- 0	21,511 ------------- 0	789,064 ------------- 0	0 ------------- 0
30Mohamad A Khaled MD Neurosurgeon	(i) (ii)	684,122 ------------- 0	48,439 ------------- 0	4,516 ------------- 0	17,875 ------------- 0	22,677 ------------- 0	777,629 ------------- 0	0 ------------- 0
31Kevin P Moriarty MD Chief Pediatric Surgery	(i) (ii)	565,382 ------------- 0	106,924 ------------- 0	30,187 ------------- 0	23,375 ------------- 0	8,507 ------------- 0	734,375 ------------- 0	0 ------------- 0
32Robert Schapiro MD Neurosurgeon	(i) (ii)	622,579 ------------- 0	42,483 ------------- 0	17,610 ------------- 0	17,875 ------------- 0	20,381 ------------- 0	720,928 ------------- 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

Part I, Line 3

The compensation of President is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of Baystate Health, Inc. The individuals responsible for deliberating the compensation arrangement for the President would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the President is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data. The compensation is then established, reviewed and approved by the duly authorized compensation committee of Baystate Health, Inc. and all such deliberations and decisions are documented contemporaneously.

Part I, Line 4b

Reginald Alouidor, MD - Supplemental Retirement of $10,851 is included in column E. This amount was earned and paid in 2018. Andrew Artenstein, MD Total Supplemental Retirement of $223,186 is included in column B. This amount consists of $153,098 earned and paid in 2018 and $63,064 that was previously reported as deferred compensation in prior years Forms 990 and that is currently reported as taxable income. This also includes $7,024 of investment earnings on prior year contributions. The amount is listed in Column F in accordance with reporting requirements. Elizabeth Boyle, MD - Supplemental Retirement of $4,276 is included in column B. This amount was earned and paid in 2018. Ronald P Bryant- Supplemental Retirement of $11,081 is included in column B. This amount was earned and paid in 2018. Dennis W. Chalke - Supplemental Retirement of $151,701 is included in column B. This amount was earned and paid in 2018. Edward Feldmann, MD - Supplemental Retirement of $38,036 is included in column B. This amount was earned in 2018. Cheryl Geoffrion, MD - Supplemental Retirement of $2,445 is included in column B. This amount was earned in 2018. Richard Hicks, MD - Supplemental Retirement of $27,213 is included in column C. This amount was earned in 2018. Kevin Hinchey, MD - Supplemental Retirement of $15,462 is included in column B. This amount was earned and paid in 2018. Mark A. Keroack, MD Supplemental Retirement of $351,037 is included in column B. This amount was earned in 2018. Aaron Kugelmass, MD- Supplemental Retirement of $25,258 is included in column B. This amount was earned and paid in 2018. Betty K. Larue - Supplemental Retirement of $13,709 is included in column B. This amount was earned in 2018. Amir Lofti, MD - Supplemental Retirement of $13,709 is included in column B. This amount was earned in 2018. Wilson Mertens, MD - Supplemental Retirement of $14,990 is included in column B. This amount was earned and paid in 2018. Dennis Oh, MD - Supplemental Retirement of $24,755 is included in column B. This amount was earned and paid in 2018. Neils K. Rathlev, MD - Supplemental Retirement of $13,569 is included in column B. This amount was earned paid in 2018. Heather Sankey, MD - Supplemental Retirement of $4,890 is included in column B. This amount was earned paid in 2018. Barry Sarvet, MD - Supplemental Retirement of $9,108 is included in column B. This amount was earned paid in 2018. Robert Schapiro, MD - Supplemental Retirement of $16,198 is included in column B. This amount was earned paid in 2018. Rakesh Talati, MD - Supplemental Retirement of $6,185 is included in column B. This amount was earned paid in 2018.

Schedule J (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

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

Attach to Form 990 or Form 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

Baystate Medical Practices Inc

Employer identification number

04-2888373

Part I

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

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

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

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

Part II

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

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

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

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

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2018

Page 2

Part IV

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

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Wilson Mertens MD	Family member of Wilson Mertens, MD	181,663	See Part V - Family member of Wilson Mertens, MD is employed by the filing organization.		No
(2) Reginald Alouidor MD	Family member of Reginald Alouidor, MD	234,124	See Part V - Family member of Reginald Alouidor, MD employed by the filing organization.		No
(3) Sarah Haessler MD	Family member of Sarah Haessler, MD	514,806	See Part V - Family member of Sarah Haessler, MD employed by the filing organization.		No

Part V

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

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 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

Baystate Medical Practices Inc

Employer identification number

04-2888373

Return Reference	Explanation
Form 990, Part VI, Section A, line 2	Two or more of the persons listed in this Form 990 Part VII have a business relationship with each other by virtue of sitting on one or more Boards of Directors or by serving in an employment relationship with one or more entities in the Baystate Group of affiliated entities and in the community.
Form 990, Part VI, Section A, line 3	Baystate Medical Practices, Inc. is affiliated with Baystate Administrative Services, Inc. (BAS) which is a 501(c) (3) organization. Information Technology, Human Resources, Finance, Treasury, Accounting and other management and support functions are delegated to BAS.
Form 990, Part VI, Section A, line 6	The members of the filing organization are physicians, all of whom who have medical staff appointments at a Baystate Health, Inc. (BH) hospital affiliate, provide at least 1,000 hours of professional service annually on behalf of the filing organization, and are parties to a membership agreement with the filing organization approved by the Board of Directors.
Form 990, Part VI, Section A, line 7a	The Board of Directors consists of 23 Directors, 7 of whom were either appointed by BH or serve ex officio based on positions they hold with BH, and 16 of whom are at large directors elected by the members of the filing organization.
Form 990, Part VI, Section A, line 7b	The bylaws of the filing organization provide that the following matters approved by the Board of Directors are also subject to the approval of Baystate Health. Inc. (BH): (1) the filing organization's annual budget, (2) the form and content of agreements with members and other employees of the filing organization for their compensation and benefits, (3) policies regarding personal time, sick time, leaves of absence, hours of work, and number of working days, (4) the establishment of reserves to meet any unusual expense, loss, or anticipated year-end expense or a discretionary fund to support the filing organization's educational and research programs, (5) any pledge of the filing organization's credit, the borrowing of any money, or the execution of any promissory note by the filing organization, (6) amendments to the bylaws of the filing organization, with the exception of certain technical amendments.
Form 990, Part VI, Section B, line 11b	Prior to filing the Form 990, appropriate sections were reviewed by the Tax, Finance, and Human Resources areas of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs) and by outside legal counsel. The Form 990 was also reviewed by tax experts from an independent accounting firm and signed-off as a paid preparer. The process, key areas and any new changes were reviewed prior to filing with the Baystate Health Audit and Compliance Committee (ACC). The ACC members had an opportunity to ask questions regarding the tax compliance process and the tax filings in general. The Form 990 was provided to all members of the Baystate Health Board of Trustees prior to filing.
Form 990, Part VI, Section B, line 12c	Baystate Medical Practices, Inc. is an affiliate of Baystate Health, Inc. (BH). BH and its affiliated entities have a comprehensive conflict of interest policy applicable to all of the affiliated entities. All directors, trustees, officers, key employees, and highest compensated employees of BH and its affiliates are asked to complete an annual "conflict of interest" form. We utilize an electronic database to receive and manage all conflict of interest submissions. This information is reviewed by the Chief Compliance Officer, Chief Executive Officer, Chair of the Board of Trustees, Chief General Counsel and the Chair of the Audit & Compliance Committee. A summary of the conflict of interest disclosures is provided to the Baystate Health Board of Trustees and the Tax Department. Potential conflict of interest transactions are reviewed as appropriate under the policy, which provides for recusal from discussion and deliberation by any party with a potential conflict of interest.
Form 990, Part VI, Section B, line 15b	"The compensation of the President is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of Baystate Health, Inc. The individuals responsible for deliberating the compensation arrangement for the President would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the President is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data.The compensation is then established, reviewed and approved by the duly authorized compensation committee of Baystate Health, Inc. The compensation of the Senior Vice President, Finance, CFO and Treasurer is reviewed and determined annually by the compensation committee of Baystate Health, Inc. (the parent organization of the health care system to which the filing organization belongs). This committee consists entirely of individuals serving on the board of Baystate Health, Inc. The individuals responsible for deliberating the compensation arrangement for the Senior Vice President, Finance, CFO and Treasurer and of other officers would be those individuals who do not have a conflict of interest with respect to the compensation arrangement and would be considered independent for compensation deliberation purposes. The compensation of the Senior Vice President, Finance, CFO and Treasurer is established based on information provided by independent third party consultants for reasonableness and appropriate comparability data.The compensation is then established, reviewed and approved by the duly authorized compensation committee of Baystate Health, Inc. The compensation of other officers and key employees of the filing organization is determined by the President of the filing organization in accordance with the Executive Compensation Philosophy Statement, in consultation with Human Resources, based on information provided by independent third party consultants for reasonableness including appropriate comparability data or the Baystate Health Board approved budget and wage program for each fiscal year. Line 15a has been answered No because the President is paid by Baystate Administrative Services, Inc., an affiliate and related organization of the filing organization
Form 990, Part VI, Section C, line 19	The organization makes its conflict of interest policy and financial statements available to the public at www.baystatehealth.org. Articles of organization and bylaws are generally available at the Commonwealth of Massachusetts website. Form 990, Part VII, Section A, Line 5 Certain officers or directors of the filing organization are paid by an entity, Baystate Administrative Services, Inc. (BAS) EIN 22-2747685, which is part of the health care system to which the filing organization belongs but does not meet the technical requirements as a "Related Organization" per Schedule R. Compensation from BAS to the officers and directors of the filing organization therefore, is reported as paid from an unrelated organization in Line 5 and according to the instructions reported as though paid by the filing organization.
Form 990, Part XI, line 9:	Current year acquisitions from other entities 1,491,900. Net Transfers (to)/from Affiliates 49,484,207. Minimum pension liability adjustment -18,284,395.

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:

1	Briefly describe the organization’s mission or most significant activities: The mission of the organization is to improve the health of the people in our communities every day, with quality and compassion. Baystate Medical Practice's vision states it will be the multi-specialty group practice of choice, known for exceptional service, quality, value, and academic leadership.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	23
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	1
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	1,969
6	Total number of volunteers (estimate if necessary) .............	6	1
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	305,155
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) .........	442,650	704,154
9	Program service revenue (Part VIII, line 2g) .........	306,905,914	329,361,645
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	39,162	24,315
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	307,387,726	330,090,114
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)	283,881,961	302,338,561
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)....	67,056,111	76,247,483
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	350,938,072	378,586,044
19	Revenue less expenses. Subtract line 18 from line 12.......	-43,550,346	-48,495,930
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	51,574,022	59,671,048
21	Total liabilities (Part X, line 26).............	79,732,612	103,633,856
22	Net assets or fund balances. Subtract line 21 from line 20.....	-28,158,590	-43,962,808

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 359,700,215 including grants of $ ) (Revenue $ 329,056,490 )
	Baystate Medical Practices, Inc. (BMP) provides physician services, medical education and research programs to people in the community within its geographic location. BMP's policy is to provide care to any patient in need of medical care, regardless of the patient's ability to pay for such care. Dependent upon the patient's financial capability to pay, BMP may provide such care free of charge or at amounts below its normal charges. Because BMP does not pursue collection of amounts determined to qualify as charity care, they are not reported as revenue. In addition to the charity care provided to patients, BMP's physicians participate in many and varied ongoing community outreach initiatives in the areas of education, employment, safety and health. For example, the BMP physicians in the Department of Pediatrics, in collaboration with the Springfield School Department, staff six school-based clinics that enhance school health education programs, provide professional development courses for teachers and administrators and establish a school-to-work program.BMP has also taken a leadership role in strengthening the health of disadvantaged citizens in surrounding communities including specific focus on AIDS and HIV and by providing physician staffing for three community-based health centers through Baystate Medical Center.Part VI, Section A, Line 1b:Baystate Medical Practices, Inc. (BMP) is part of an integrated delivery system including not for profit community hospitals, which have community boards. BMP is a physician organization, which supports Baystate Health and its affiliates and is comprised primarily of BMP employees. This board structure has not changed significantly since the organization applied for exempt status.

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses359,700,215

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	19,938,027	0	1,417,739

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d	704,154
e	Government grants (contributions)		1e

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

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......		704,154

		Business Code
2a	Physician Practice Fee	621110	181,550,448	181,550,448
b	Hospital reimb program	621110	91,422,615	91,422,615
c	Practice lease agreeme	621110	16,521,370	16,521,370
d	Funding-strategic grow	621110	11,126,219	11,126,219
e	MD performance incenti	621110	8,286,462	8,286,462
f	All other program service revenue.		20,454,531	20,149,376	305,155
g	Total. Add lines 2a–2f ....		329,361,645

3 Investment income (including dividends, interest, and othersimilar amounts) ......			24,315			24,315
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss).....
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			330,090,114	329,056,490	305,155	24,315

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	11,927,337	11,582,637	344,700
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	989,872	961,265	28,607
7	Other salaries and wages	247,712,534	240,544,771	7,167,763
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	13,102,755	12,723,620	379,135
9	Other employee benefits .......	15,425,846	14,979,207	446,639
10	Payroll taxes ...........	13,180,217	12,798,859	381,358
11	Fees for services (non-employees):
a	Management ......	7,573,246		7,573,246
b	Legal .........	189,409		189,409
c	Accounting ...........	71,671		71,671
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	36,414,851	35,765,149	649,702
12	Advertising and promotion ....
13	Office expenses .......	1,973,388	1,916,290	57,098
14	Information technology ......	1,347,030	1,308,055	38,975
15	Royalties ..
16	Occupancy ...........	8,046,316	7,813,503	232,813
17	Travel ............	385,096	373,954	11,142
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	109,821	106,643	3,178
20	Interest ...........	9,261		9,261
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	1,704,891	1,655,561	49,330
23	Insurance ...	10,035,218	9,744,857	290,361
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Medical Supplies	3,297,439	3,297,439
b	Physician expense allow	2,128,096	2,066,521	61,575
c	Recruitment	1,538,851	1,494,326	44,525
d	Dues & Memberships	839,553		839,553
e	All other expenses	583,346	567,558	15,788
25	Total functional expenses. Add lines 1 through 24e	378,586,044	359,700,215	18,885,829	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 ........				1
2	Savings and temporary cash investments .........			407,421	2	1,521,579
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			25,963,761	4	25,544,519
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......			2,343,105	9	2,795,403
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	35,650,885
b	Less: accumulated depreciation	10b	23,887,784	10,448,838	10c	11,763,101
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			12,410,897	15	18,046,446
16	Total assets. Add lines 1 through 15 (must equal line 34)...			51,574,022	16	59,671,048

17	Accounts payable and accrued expenses .....	44,595,856	17	46,833,220
18	Grants payable ...		18
19	Deferred revenue .........	455,833	19	20,000
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	34,680,923	25	56,780,636
26	Total liabilities. Add lines 17 through 25..	79,732,612	26	103,633,856

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	-28,158,590	27	-43,962,808
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-28,158,590	33	-43,962,808
34	Total liabilities and net assets/fund balances ........	51,574,022	34	59,671,048