CareGroup, Inc.


CareGroup, Inc. ("CareGroup") is a Massachusetts non-profit corporation that oversees a regional health care delivery system comprised of teaching and community hospitals, physician groups and other caregivers. CareGroup's purposes include the support of personalized, patient-centered care and excellence in medical education and research. CareGroup's affiliated hospitals and physicians serve the health needs of patients and communities of greater Boston and other surrounding communities in eastern Massachusetts. In 2010, the Obligated Group had approximately $2.1 billion in total assets and generated $2.0 billion in annual revenue. Other entities under CareGroup's control but not members of the Obligated Group had 2010 total assets of $233.2 million and annual revenue of $310.4 million.

The Obligated Group includes four hospitals: Beth Israel Deaconess Medical Center, Inc. ("Beth Israel Deaconess"), Mount Auburn Hospital ("Mount Auburn"), New England Baptist Hospital ("Baptist") and Beth Israel Deaconess Hospital - Needham, Inc. ("BID-Needham") (each a "Hospital" and collectively the "Hospitals"). As of September 30, 2010, the Hospitals had an aggregate active medical staff of approximately 3,400 physicians located in eastern Massachusetts, and offered a broad range of comprehensive health services ranging from wellness programs to home care. The Obligated Group employs approximately 9,300 full time equivalent ("FTE") employees.

In the past decade, the CareGroup system has evolved into a confederation model in which the affiliates jointly borrow and purchase common services such as information technology support, but otherwise operate on a largely autonomous basis. CareGroup continues to provide some oversight to the Hospitals through certain powers reserved to CareGroup as sole member of the Hospitals, including the power to (i) approve the election of and to remove trustees and certain officers; (ii) approve the amendment of the Articles of Incorporation and bylaws and other charter documents; (iii) approve strategic plans; (iv) approve investment policies and any capital or operating budgets or non-budgeted material expenditures; and (v) authorize incurrence or guaranty of material indebtedness. However, these powers are exercised primarily to support the orderly operation of the CareGroup system, particularly with respect to the indebtedness of the Obligated Group. CareGroup does not generally intercede in or influence the day-today operations or strategic direction of the Hospitals.


The Obligated Group consists of CareGroup and the following affiliates: Beth Israel Deaconess and two of its subsidiaries (Medical Care of Boston Management Corporation ("MCB") and BID-Needham), Mount Auburn and its subsidiary (Mount Auburn Professional Services, Inc. ("MAPS")), and Baptist. Based on 2010 audited facial results, the members of the Obligated Group accounted for approximately 91.6% of the total assets of CareGroup and its consolidated subsidiaries (collectively, the "System") and approximately 86.6% of the System's total revenue. With respect to the total revenue of the Obligated Group for 2010, the respective members of the Obligated Group accounted for approximately the following percentages of such revenue: CareGroup- 0.1%, Beth Israel Deaconess (including MCB and BID-Needham) - 72.5%, Mount Auburn - 17.6% (including MAPS) and Baptist -9.8%. Members of the Obligated Group are jointly and severally liable for amounts outstanding under the Bonds.