2023-04-13T12:57:26-05:00 2022-05-31 043138777 PKF JND PC 400 CROWN COLONY DRIVE SUITE 102 QUINCY MA 02169 990 2022-01-01 043397450 ATRIUS HEALTH INC ATRI 6175598181 275 GROVE STREET 2-300 NEWTON MA 02466 PATRICK M HOLLAND TREASURER AND CFO 6175598181 2023-04-13 1 PATRICK HOLLAND 999009999 0 ROBERT V DANDROW P00294799 6174220007 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z X CHRISTOPHER M ANDREOLI 275 GROVE STREET 2-300 NEWTON MA 02466 944599029 0 X WWW.ATRIUSHEALTH.ORG X 1997 MA STATEMENT 1 AT SCHEDULE O X 12 6 5240 0 87422 6667 0 0 2158479702 918605916 5009736 1945275 7756748 991661 2171246186 921542852 3358 0 0 0 591583378 255089993 0 0 0 1601486042 700101301 2193072778 955191294 -21826592 -33648442 910090505 0 656766898 0 253323607 0 X WE PROVIDE THE RIGHT CARE WITH KINDNESS AND COMPASSION EVERY DAY FOR EVERY PERSON WE SERVE. 0 0 907119001 918557439 STATEMENT 2 AT SCHEDULE O 907119001 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 0 1 160 0 5240 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 12 6 0 0 0 0 1 1 0 1 1 0 1 1 0 1 1 1 1 1 1 1 1 1 MA X JEFFREY SAVASTANO 6175598181 275 GROVE STREET SUITE 2-300 NEWTON MA 024662275 HELEN DAJER CNM APC TRUSTEE; CLINICAL NURSE MGR. 50.00 X 68467 0 24513 KAREN DASILVA MD PHYSICIAN TRUSTEE; INTERNIST 25.00 X 64641 0 23698 CRISTINA J DIAZ MD PHY. T'EE; CHIEF OB/GYN 50.00 X 171745 0 37189 JOO Y KIM MD PHY. T'EE; ASSOC CHAIR IM-NORTH 50.00 X 136559 0 40108 JON KINGSDALE PHD COMMUNITY TRUSTEE 4.00 X 4167 0 0 LAURA Z LEE MD PHY T'EE&BOARD CHAIR; CH.PEDIATRICS 50.00 X 135759 0 15502 RICHARD MACDONALD COMMUNITY TRUSTEE 4.00 X 4167 0 0 ROBERT MECHANIC COMMUNITY TRUSTEE 4.00 X 4167 0 0 SCOTT R PERMAN MD PHYSICIAN TRUSTEE; INTERNIST 50.00 X 145755 0 7994 VINOD SAHNEY PHD COMMUNITY TRUSTEE 4.00 X 4167 0 0 LESLIE TESO-LICHTMAN COMMUNITY TRUSTEE 4.00 X 4167 0 0 STEPHEN WRIGHT COMMUNITY TRUSTEE 4.00 X 0 0 0 PATRICK M HOLLAND TREASURER AND CFO 50.00 X 217619 0 33253 KIMBERLY L NELSON CLERK; CHIEF LEGAL OFFICER 50.00 X 153404 0 33897 STEVEN L STRONGWATER MD PRESIDENT AND CEO 50.00 X 690950 0 41469 CHRISTOPHER M ANDREOLI MD CHIEF OPERATING & TRANSFORMATION OFF 50.00 X 237485 0 10185 JOE KIMURA MD CHIEF MEDICAL OFFICER 50.00 X 188883 0 35395 DANIEL D MORIARTY CIO 50.00 X 153557 0 27959 LOUIS A BLEY MD ASSO. CHAIR, SPECIALTIES 50.00 X 371417 0 45614 JOHN B LAZOR MD OTOLARYNGOLOGIST 50.00 X 431291 0 48420 KAI MITHOEFER MD ORTHOPEDIST 40.00 X 291583 0 25219 JAMES E PHILLIPS MD ORTHOPEDIST 50.00 X 653650 0 37089 CHRIS SAMBAZIOTIS MD ORTHOPEDIST 50.00 X 425233 0 41258 4558833 0 528762 398 0 1 0 EPIC PO BOX 88314 MILWAUKEE WI 53288 IT SERVICES 2003498 QUEST DIAGNOSTICS PO BOX 844226 BOSTON MA 02284 LABORATORY SERVICES 936984 MCDERMOTT WILL & EMERY PO BOX 6043 CHICAGO IL 60680 LEGAL SERVICES 647986 MOTION PT MANAGEMENT INC 1516 HWY STE 138 1C WALL NJ 07719 PHYSICAL THERAPY 366025 PREMIER DIAGNOSTIC SERVICES 54 BODWELL ST AVON MA 02322 LABORATORY SERVICES 353135 160 CAPITATION FEES 621110 716776697 716776697 FEE FOR SERVICE 621110 159659400 159610923 48477 MEDICARE/MEDICAID 621110 33464578 33464578 OTHER 621110 8705241 8705241 918605916 1972452 1972452 991661 0 991661 991661 38945 952716 23029000 23056177 -27177 -27177 -27177 921542852 918557439 87422 2897991 X 5459016 3346283 2112733 197832757 173541928 24290829 11600165 10106879 1493286 25935243 22245148 3690095 14262812 12426764 1836048 656379 2220 654159 30000 30000 79550 79550 456839239 455403269 1435970 483443 200000 283443 7049032 4953749 2095283 8801594 364702 8436892 22453925 21092394 1361531 92362 44476 47886 53432 47871 5561 7235246 6982397 252849 5545561 5499833 45728 PHARMACY EXPENSE 175554444 175554444 MEDICAL SUPPLIES 15155394 15155394 INCOME TAX EXPENSE 71700 71700 955191294 907119001 48072293 0 89575 0 214711986 0 0 63291341 0 0 0 0 9596079 0 69855678 0 0 197363602 0 186232987 0 0 2037275 0 0 166911982 0 910090505 0 302538284 0 5566569 0 145383996 0 203241570 0 36479 0 656766898 0 X 253323607 0 253323607 0 910090505 0 X -33648442 -10051919 -209623246 X 0 0 0 X 2082 9058 11140 1885571878 2151245379 2076028637 2158344544 918577439 9189767877 1885573960 2151254437 2076028637 2158344544 918577439 9189779017 0 0 0 9189779017 11744821 16297284 15229267 12539719 2925168 58736259 4313 8378 9528 21267 6794 50280 11749134 16305662 15238795 12560986 2931962 58786539 1897323094 2167560099 2091267432 2170905530 921509401 9248565556 0.99360 0.99240 0.00640 0.00760 X PART III, SHORT YEAR EXPLANATION: THE SUPPORT INFORMATION FOR 2022 COVERS THE PERIOD JANUARY 1 THROUGH MAY 31, 2022. AS OF JUNE 1, 2022, ATRIUS HEALTH IS NOT A QUALIFIED PUBLIC CHARITY UNDER IRC 501(C)(3) AND INELIGIBLE TO FILE AS A TAX-EXEMPT ENTITY AFTER MAY 31, 2022. 0 1 0 0 0 0 1 40000 0 1 59550 99550 0 PART II-B, LINE 1: ATRIUS HEALTH IS AN INNOVATIVE NON-PROFIT HEALTHCARE ORGANIZATION THAT IS TAX EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AS AMENDED THAT DELIVERS A SYSTEM OF CONNECTED CARE TO 705,000 PATIENTS ACROSS EASTERN MASSACHUSETTS. IN FULFILLMENT OF THE ATRIUS HEALTH MISSION TO PROVIDE THE RIGHT CARE WITH KINDNESS AND COMPASSION EVERY DAY TO EVERY PERSON THAT WE SERVE, ATRIUS HEALTH ADVOCATES ON BEHALF OF OUR CLINICIANS, EMPLOYEES AND PATIENTS ON ISSUES SUCH AS PAYMENT REFORM, HEALTH CARE REFORM, PHARMACY AND ISSUES AFFECTING EMPLOYERS TO INCREASE THE QUALITY OF CARE AND HEALTH OF OUR COMMUNITY, MAKE CARE MORE AFFORDABLE, IMPROVE THE PATIENT EXPERIENCE AND CREATE A MEANINGFUL WORK EXPERIENCE. ACTIVITIES IN 2022 ARE DESCRIBED BELOW: MONITORED VARIOUS LEGISLATIVE AND REGULATORY HEARINGS, PREPARED WRITTEN AND ORAL TESTIMONY WHERE NECESSARY. TRACKED KEY LEGISLATION RELATED TO HEALTH CARE AFFECTING ATRIUS HEALTH, INCLUDING OUR CLINICIANS, EMPLOYEES AS WELL AS OUR PATIENTS. PARTICIPATED IN VARIOUS COALITIONS AND ASSOCIATIONS BOTH STATE AND FEDERALLY ON A WIDE VARIETY OF ISSUES (E.G. AMGA, BETTER MEDICARE ALLIANCE, MASSACHUSETTS MEDICAL SOCIETY, MASSACHUSETTS HEALTH & HOSPITAL ASSOCIATION, ETC..) IN ORDER TO ENSURE THAT ISSUES AFFECTING PHYSICIAN PRACTICES ARE INCLUDED IN ONGOING ASSOCIATION ACTIVITIES. PERIODICALLY PARTICIPATED IN LEGISLATIVE BRIEFINGS AND PANELS AS WELL AS ONGOING INTERACTIONS WITH STATE AND FEDERAL POLICYMAKERS TO PROVIDE EDUCATION ON KEY ISSUES SUCH AS TELEHEALTH, PRIMARY CARE, WORKFORCE ISSUES AND VALUE-BASED PAYMENT. X X X X X 1 1 0 0 0 0 0 0 0 CRISTINA J DIAZ MD PHY. T'EE; CHIEF OB/GYN 152299 0 0 0 19446 0 13747 0 23442 0 208934 0 0 0 JOO Y KIM MD PHY. T'EE; ASSOC CHAIR IM-NORTH 136155 0 0 0 404 0 18846 0 21262 0 176667 0 0 0 LAURA Z LEE MD PHY T'EE&BOARD CHAIR; CH.PEDIATRICS 134774 0 0 0 985 0 14830 0 672 0 151261 0 0 0 SCOTT R PERMAN MD PHYSICIAN TRUSTEE; INTERNIST 124143 0 0 0 21612 0 5689 0 2305 0 153749 0 0 0 PATRICK M HOLLAND TREASURER AND CFO 216248 0 0 0 1371 0 19800 0 13453 0 250872 0 0 0 KIMBERLY L NELSON CLERK; CHIEF LEGAL OFFICER 151491 0 0 0 1913 0 21776 0 12121 0 187301 0 0 0 STEVEN L STRONGWATER MD PRESIDENT AND CEO 339858 0 0 0 351092 0 39200 0 2269 0 732419 0 0 0 CHRISTOPHER M ANDREOLI MD CHIEF OPERATING & TRANSFORMATION OFF 236539 0 0 0 946 0 9462 0 723 0 247670 0 0 0 JOE KIMURA MD CHIEF MEDICAL OFFICER 168071 0 0 0 20812 0 23123 0 12272 0 224278 0 0 0 DANIEL D MORIARTY CIO 150377 0 0 0 3180 0 16874 0 11085 0 181516 0 0 0 LOUIS A BLEY MD ASSO. CHAIR, SPECIALTIES 349897 0 0 0 21520 0 30966 0 14648 0 417031 0 0 0 JOHN B LAZOR MD OTOLARYNGOLOGIST 412385 0 0 0 18906 0 33923 0 14497 0 479711 0 0 0 KAI MITHOEFER MD ORTHOPEDIST 281276 0 0 0 10307 0 11831 0 13388 0 316802 0 0 0 JAMES E PHILLIPS MD ORTHOPEDIST 365140 0 72000 0 216510 0 22755 0 14334 0 690739 0 0 0 CHRIS SAMBAZIOTIS MD ORTHOPEDIST 365891 0 58500 0 842 0 29248 0 12010 0 466491 0 0 0 PART I, LINES 4A-B SCHEDULE J, QUESTION 4B - INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A WHO PARTICIPATED IN, OR RECEIVED PAYMENT FROM, A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. CHRISTOPHER ANDREOLI; LOUIS BLEY; KAREN DASILVA; CRISTINA DIAZ; JOO KIM; JOSEPH KIMURA; LAURA LEE; KAI MITHOEFER: JAMES PHILLIPS; CHRIS SAMBAZIOTIS; STEVEN STRONGWATER SEE SCHEDULE O STATEMENT 2022-05-31 236000000 SEE SCHEDULE O STATEMENT 264517944 ATRIUS HEALTH EQUITY FOUNDATION INC (FKA ATRIUS HEALTH FOUNDATION INC) 241 PERKINS ST SUITE C210 BOSTON MA 02130 501(C)(3) 0 1 0 0 1 1 1 1 1 1 PART I, LINE 2E: PERSON(S) INVOLVED: INDIVIDUALS WHO BECAME AN OFFICER OF ATRIUS MSO:STEVEN L. STRONGWATER, MD : PRESIDENT AND CEOPATRICK HOLLAND : CFOCHRISTOPHER ANDREOLI : CHIEF TRANSFORMATION OFFICER AND CHIEF OPERATING OFFICER PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: UPON THEIR TRANSFER TO ATRIUS MSO, THE INDIVIDUALS RESPONSIBILITIES AND COMPENSATION DID NOT CHANGE. PART I, LINE 6C: TAX-EXEMPT BONDS OUTSTANDING IN 2022 - EXPLANATION OF HOW THE ORGANIZATION DEFEASED OR OTHERWISE SETTLED THE LIABILITIES:EFFECTIVE AS OF MAY 31, 2022 (THE "EFFECTIVE DATE"), ATRIUS HEALTH, INC. HAS REDEEMED OR MADE PROVISION FOR THE PAYMENT, DISCHARGE AND DEFEASANCE OF THE REMAINING OUTSTANDING PRINCIPAL OF THE BONDS LISTED BELOW. THE SERIES A BONDS (AS DEFINED BELOW) MATURING ON OR AFTER JUNE 1, 2029 WILL BE CALLED FOR OPTIONAL REDEMPTION ON JUNE 1, 2029. THE SERIES B BONDS (AS DEFINED BELOW) WERE OPTIONALLY REDEEMED AS OF THE EFFECTIVE DATE. MASSACHUSETTS DEVELOPMENT FINANCE AGENCYREVENUE BONDS, ATRIUS HEALTH ISSUE, SERIES A (2019) (THE "SERIES A BONDS")DEFEASED OUTSTANDING PRINCIPAL: MATURITY DATE: JUNE 1, 2039; PRINCIPAL: $53,735,000; CUSIP: 57584YSJ9 MATURITY DATE: JUNE 1, 2049; PRINCIPAL: $83,950,000; CUSIP: 57584YSK6 MASSACHUSETTS DEVELOPMENT FINANCE AGENCYREVENUE BONDS, ATRIUS HEALTH ISSUE, SERIES B (2019) (FEDERALLY TAXABLE) (THE "SERIES B BONDS")REDEEMED OUTSTANDING PRINCIPAL: MATURITY DATE: JUNE 1, 2024; PRINCIPAL: $ 9,660,000; CUSIP: 57584YSG5 MATURITY DATE: JUNE 1, 2029; PRINCIPAL: $19,115,000; CUSIP: 57584YSH3 FORM 990, PART I, LINE 1 ATRIUS HEALTH'S MOST SIGNIFICANT ACTIVITIES ARE: 1) PROVIDING OUTSTANDING HEALTHCARE FOR PATIENTS ACROSS EASTERN MASSACHUSETTS, 30 CLINICAL SITES FROM CHELMSFORD IN THE NORTH TO CAPE COD IN THE SOUTH AND TO RT 495 IN THE WEST AND INNOVATING THE WAY IN WHICH CARE IS DELIVERED. 2) TEACHING THE NEXT GENERATION OF CLINICIANS, INCLUDING MEDICAL STUDENTS AND RESIDENTS FROM HARVARD MEDICAL SCHOOL AND TUFTS MEDICAL SCHOOL, AS WELL AS MASSACHUSETTS COLLEGE OF PHARMACY AND OTHER NURSING AND ANCILLARY PROGRAMS. 3) CONDUCTING CLINICAL RESEARCH LARGELY AIMED AT IMPROVING THE WAY IN WHICH CARE IS DELIVERED. STATEMENT 2: DESCRIPTION OF ORGANIZATION'S PROGRAM SERVICE ACCOMPLISHMENTS ATRIUS HEALTH PROVIDES OUTSTANDING AND INNOVATIVE HEALTHCARE TO PATIENTS ACROSS EASTERN MASSACHUSETTS, IN 30 CLINICAL SITES FROM CHELMSFORD IN THE NORTH TO CAPE COD IN THE SOUTH AND TO RT 495 IN THE WEST. IN 2022 THE ORGANIZATION PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS APPROXIMATELY 554,000 PATIENTS THROUGH 845,057 PATIENT ENCOUNTERS (INCLUDING 78,928 MEDICAID AND 212,097 MEDICARE ENCOUNTERS). THE ORGANIZATION PARTICIPATED IN EDUCATIONAL AND TRAINING PROGRAMS FOR THE NEXT GENERATION OF CLINICIANS, INCLUDING RESIDENTS, FELLOWS, MEDICAL STUDENTS, NURSING STUDENTS, NP AND PA STUDENTS, PHARMACY STUDENTS AND PT STUDENTS FROM HARVARD MEDICAL SCHOOL, TUFTS MEDICAL SCHOOL, MCPHS UNIVERSITY AND OTHERS. SUCH PROGRAMS INCLUDED CLINICIAN TEACHERS. THE ORGANIZATION CONDUCTED CLINICAL RESEARCH LARGELY AIMED AT IMPROVING THE WAY IN WHICH CARE IS DELIVERED. FORM 990, PART VI, SECTION A, LINE 6 THE VOTING MEMBERS OF THE CORPORATION ("VMOCS") ARE EMPLOYED PHYSICIANS WHO HAVE BEEN EMPLOYED BY THE ORGANIZATION FOR 2 YEARS AND ACHIEVE VMOC STATUS IN ACCORDANCE WITH ORGANIZATION'S POLICY AND PROCEDURES. THE VMOCS DO NOT HAVE ANY GOVERNANCE RIGHTS AND DO NOT SERVE AS STATUTORY MEMBERS. FORM 990, PART VI, SECTION A, LINE 7A PER THE BYLAWS IN EFFECT THROUGH MAY 31, 2022, THE VMOCS ELECT THE PHYSICIAN TRUSTEES WHO SERVE ON THE ORGANIZATION'S BOARD OF TRUSTEES. THE VMOCS HAVE NO STATUTORY MEMBER AUTHORITY OR OTHER GOVERNANCE RIGHTS. FORM 990, PART VI, SECTION B, LINE 11B AS OF CLOSE OF BUSINESS ON MAY 31, 2022, ATRIUS HEALTH, INC. CONSUMMATED A TRANSACTION WITH COLLABORATIVE CARE HOLDINGS, INC, A WHOLLY-OWNED SUBSIDIARY OF OPTUM CARE, IN WHICH ALL OF THE ASSETS OF ATRIUS HEALTH, INC. WERE PURCHASED AND ATRIUS HEALTH'S TAX-EXEMPT STATUS WAS TERMINATED. IN ADDITION, EFFECTIVE WITH THE CONSUMMATION OF THE TRANSACTION, THE ATRIUS HEALTH, INC. BOARD OF TRUSTEES WAS DISBANDED, AND ATRIUS HEALTH FOUNDATION, INC. (NOW KNOWN AS ATRIUS HEALTH EQUITY FOUNDATION) BECAME INDEPENDENT OF ATRIUS HEALTH, INC. BECAUSE THE ATRIUS HEALTH, INC. BOARD OF TRUSTEES HAS BEEN DISBANDED, ATRIUS HEALTH ASKED THE CURRENT TREASURER OF THE ATRIUS HEALTH EQUITY FOUNDATION, AND A FORMER BOARD MEMBER OF ATRIUS HEALTH, INC. TO REVIEW THE FILING PRIOR TO SUBMISSION. IN ADDITION, MANAGEMENT OF ATRIUS HEALTH REVIEWED AND PROVIDED SOURCE DATA AND DOCUMENTATION FOR THE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION'S OFFICERS, TRUSTEES, KEY EMPLOYEES, SENIOR MANAGERS AND CERTAIN OTHER EMPLOYEES AS APPROPRIATE ARE REQUIRED TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS DEFINED BY THE ORGANIZATION'S CONFLICT OF INTEREST POLICY (POLICY), WHICH INCORPORATES THE IRS CONFLICT OF INTEREST RECOMMENDATIONS. THE RESPONSES ARE REVIEWED BY THE CHIEF LEGAL OFFICER. IN THE EVENT THE CHIEF LEGAL OFFICER DETERMINES THAT A DISCLOSURE MAY RESULT IN A REAL OR POTENTIAL CONFLICT OF INTEREST, THEN THE CHIEF LEGAL OFFICER REVIEWS SUCH POTENTIAL CONFLICT WITH THE CHAIR OF THE GOVERNANCE COMMITTEE. IN ACCORDANCE WITH THE CONFLICT OF INTEREST POLICY, AS DETERMINED BY THE CHAIR OF THE GOVERNANCE COMMITTEE, ANY SUCH DISCLOSURE THAT MEETS THE DEFINITION OF A POTENTIAL CONFLICT IS REVIEWED BY EITHER THE GOVERNANCE COMMITTEE OR THE BOARD OF TRUSTEES AND IS ADDRESSED AS DIRECTED BY THE GOVERNANCE COMMITTEE OR THE BOARD. IN ACCORDANCE WITH THE POLICY, OFFICERS, TRUSTEES, KEY EMPLOYEES, SENIOR MANAGERS AND CERTAIN OTHER EMPLOYEES AS APPROPRIATE ARE EXPECTED TO DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST THAT ARISES DURING THE YEAR AND ANY SUCH POTENTIAL CONFLICT WOULD BE REVIEWED IN ACCORDANCE WITH THE PROCESS NOTED ABOVE. FORM 990, PART VI, SECTION B, LINE 15 CERTAIN COMMUNITY TRUSTEES, WHO MEET THE IRS'S DEFINITION OF INDEPENDENCE, SERVE AS THE VOTING MEMBERS OF THE COMPENSATION COMMITTEE, A COMMITTEE OF THE ORGANIZATION'S BOARD OF TRUSTEES. IN ACCORDANCE WITH THE ORGANIZATION'S BYLAWS, THE COMPENSATION COMMITTEE: (I) CONSULTS WITH A NATIONALLY RECOGNIZED COMPENSATION CONSULTING COMPANY TO ASSIST IT IN DETERMINING THAT COMPENSATION RANGES AND STRUCTURES ARE REASONABLE (AS DEFINED BY APPLICABLE INTERNAL REVENUE SERVICE (IRS) REGULATIONS AND RULINGS); AND (II) ADOPTS AND IMPLEMENTS POLICIES AND PROCEDURES CONSISTENT WITH SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME, AND THE REGULATIONS ISSUED THEREUNDER. THE COMPENSATION COMMITTEE APPROVES COMPENSATION FOR OFFICERS AND OTHER EMPLOYEES AS APPROPRIATE BASED ON RESEARCH AND STATEMENTS OF REASONABLENESS FROM NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS WHO PROVIDE AN ANALYSIS OF THE MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION. ANNUALLY THE COMPENSATION COMMITTEE APPROVES THE ORGANIZATIONAL GOALS AND RELATED METRICS FOR THE CEO, OFFICERS AND CERTAIN OTHER EMPLOYEES. THE KEY CRITERIA FOR OFFICERS, CERTAIN EMPLOYEES AND PHYSICIANS ARE MARKET COMPETITIVENESS, ORGANIZATIONAL ACHIEVEMENT AND INDIVIDUAL PERFORMANCE. CEO COMPENSATION IS BASED ON MARKET COMPETITIVENESS, AN EVALUATION OF INDIVIDUAL PERFORMANCE, AN ASSESSMENT OF ACHIEVEMENT OF ORGANIZATIONAL GOALS AND SUBJECTIVE AND OBJECTIVE MEASUREMENTS APPROVED BY THE COMPENSATION COMMITTEE. COMPENSATION DECISIONS BY THE COMPENSATION COMMITTEE ARE MADE IN ADVANCE OF IMPLEMENTATION AND ARE PROPERLY DOCUMENTED ON A TIMELY BASIS IN COMPENSATION COMMITTEE MINUTES. ALL COMPENSATION DECISIONS RELATED TO OFFICERS AND CERTAIN DEFINED EMPLOYEES AND THE PHYSICIAN COMPENSATION MODELS MUST BE APPROVED BY THE ORGANIZATION'S COMPENSATION COMMITTEE. FORM 990, PART VI, SECTION C, LINE 19 FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTORNEY GENERAL'S OFFICE, WHICH IS AVAILABLE TO THE PUBLIC FOR INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING THROUGH ITS WEBSITE. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC. REQUESTS FOR COPIES OF SUCH DOCUMENTS ARE CONSIDERED ON A CASE BY CASE BASIS. FORM 990, PART IX, LINE 11G OUTSIDE UTILIZATION CHARGES (CAPITATION CONTRACTS): PROGRAM SERVICE EXPENSES 447,666,279. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 447,666,279. OTHER SERVICES: PROGRAM SERVICE EXPENSES 7,736,990. MANAGEMENT AND GENERAL EXPENSES 1,435,970. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,172,960. FORM 990, PART XI, LINE 9: DISPOSITION OF NET ASSETS PURSUANT TO PLAN APPROVED BY MA AGO (SEE SCH. O) -209,623,246. CHANGE IN ORGANIZATION STRUCTURE - FINAL FORM 990 AFTER THE CLOSE OF BUSINESS ON MAY 31, 2022, ATRIUS HEALTH, INC. ("ATRIUS") BECAME PART OF OPTUMCARE. OPTUMCARE IS A NATIONAL, PHYSICIAN-LED, CARE DELIVERY ORGANIZATION COMPRISED OF MULTI-SPECIALTY PHYSICIAN GROUPS, A NATIONAL URGENT CARE PLATFORM, AND A NATIONAL PLATFORM OF OWNED AND MANAGED AMBULATORY SURGERY CENTERS. OPTUMCARE IS BUT ONE DIVISION OF OPTUM, INC., A MULTI-NATIONAL ORGANIZATION THAT IN ADDITION TO CARE DELIVERY AND SERVICES PROVIDED BY ITS OPTUM HEALTH SEGMENT PROVIDES HEALTHCARE ANALYTICS AND PAYMENT SUPPORT SERVICES THROUGH OPTUM INSIGHT, AND PHARMACY BENEFIT MANAGEMENT AND PHARMACY CARE SERVICES THROUGH OPTUMRX. OPTUM IS PART OF UNITED HEALTH GROUP, INC. A PUBLICLY-TRADED ORGANIZATION THAT ALSO INCLUDES A HEALTH INSURANCE AND BENEFITS ORGANIZATION, UNITED HEALTHCARE. TRANSACTION FORMAT ATRIUS IS A MASSACHUSETTS NON-STOCK (I.E. NONPROFIT) CORPORATION THAT PRIOR TO THE OPTUM TRANSACTION WAS RECOGNIZED AS A PUBLIC CHARITY UNDER STATE LAW, AS WELL AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). IN JOINING OPTUM, ATRIUS NO LONGER SATISFIES IRC REQUIREMENTS TO REMAIN A FEDERAL TAX EXEMPT ORGANIZATION. ADDITIONALLY, ATRIUS COULD NO LONGER BE RECOGNIZED AS A CHARITY UNDER MASSACHUSETTS LAW, AND THUS NEEDED TO FORMALLY SEPARATE FROM ITS WHOLLY-OWNED SUBSIDIARY, ATRIUS HEALTH FOUNDATION, INC. ("FOUNDATION"). HOWEVER, ATRIUS REMAINS A MASSACHUSETTS NON-STOCK CORPORATION, ALBEIT ONE THAT IS NO LONGER A PUBLIC CHARITY UNDER FEDERAL AND STATE LAW. IN ITS REQUEST TO THE OAG FOR APPROVAL OF THE TRANSACTION, ATRIUS COMMITTED TO OPERATING EXCLUSIVELY AND USE PROFITS SOLELY TO FURTHER ITS MEDICAL PURPOSES (G.L. CH. 180, S. 4), TO NOT DISTRIBUTE PROFITS TO PRIVATE PARTIES, AND TO ENGAGE IN FAIR MARKET VALUE CONTRACTING. IN ANTICIPATION OF THE TRANSACTION WITH OPTUM, IN LATE 2021, ATRIUS FORMED A NEW MANAGEMENT SERVICES ORGANIZATION, ATRIUS MSO, LLC ("MSO"), WHICH WAS WHOLLY-OWNED BY ATRIUS UNTIL THE TRANSACTION WITH OPTUM WAS CONSUMMATED. EFFECTIVE JANUARY 1, 2022, THE MSO EMPLOYED CERTAIN CLINICAL AND NON-CLINICAL EMPLOYEES THAT HAD BEEN EMPLOYED BY ATRIUS. ATRIUS CONTRIBUTED SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO THE MSO, NOW WHOLLY-OWNED BY AN OPTUM COMPANY,COLLABORATIVE CARE HOLDINGS, LLC ("CCH"). THE CONTRIBUTED ASSETS INCLUDED ATRIUS' LEASES, VENDOR AND SERVICES AGREEMENTS, PROPERTY AND EQUIPMENT AND TRADE AND SERVICE MARKS. ATRIUS RETAINED ALL CONTRACTS WITH THIRD PARTY PAYERS AND SUBSTANTIALLY ALL OF ITS CLINICAL EMPLOYEES. UNDER A LONG-TERM ADMINISTRATIVE SERVICES AGREEMENT, THE MSO PROVIDES A RANGE OF MANAGEMENT, FINANCIAL, AND TECHNICAL SERVICES TO ATRIUS. PAYMENT OF NET PROCEEDS AND SEPARATION FROM ATRIUS HEALTH FOUNDATION (RENAMED ATRIUS HEALTH EQUITY FOUNDATION) AFTER ATRIUS CONTRIBUTED THE ASSETS TO THE MSO, CCH PAID $236 MILLION FOR THE CONTRIBUTED ATRIUS ASSETS. HOWEVER, SINCE THIS AMOUNT WOULD HAVE CONSTITUTED CHARITABLE PROCEEDS, AND ATRIUS NO LONGER QUALIFIED AS A CHARITABLE ORGANIZATION, ATRIUS DISTRIBUTED SUCH FUNDS TO THE FOUNDATION. CONCURRENTLY, THE FOUNDATION AMENDED ITS ARTICLES AND BYLAWS TO SEVER ALL LEGAL TIES TO ATRIUS, AND THE FOUNDATION NOW OPERATES AS A SEPARATE ORGANIZATION CALLED "ATRIUS HEALTH EQUITY FOUNDATION". IN MASSACHUSETTS THE STATE'S OFFICE OF THE ATTORNEY GENERAL ("OAG") ENFORCES CHARITIES LAW AND THUS WAS REQUIRED TO APPROVE ATRIUS' TRANSACTION WITH OPTUM AND TO ASSENT TO THE PAYMENT OF THE TRANSACTION SALE PROCEEDS TO THE FOUNDATION. ATRIUS ENGAGED IN EXTENSIVE DISCUSSIONS WITH OAG REGARDING THE TRANSACTION, AND THE OAG CONDUCTED ITS OWN FINANCIAL ANALYSIS AND INVESTIGATION. THE OAG DETERMINED THAT THROUGH THE PURCHASE PRICE AND ADDITIONALLY THROUGH OPTUMCARE'S POST-CLOSING COMMITMENTS OUTLINED IN THE TRANSACTION DOCUMENTS IN EXHIBIT 5, THE TRANSACTION INCLUDED FAIR VALUE IN EXCHANGE FOR ATRIUS'' ASSETS. THE OAG APPROVED THE TRANSACTION SUBJECT TO ATRIUS AND THE FOUNDATION BOTH AGREEING TO CERTAIN CONDITIONS THAT FURTHER CEMENTED THEIR LEGAL SEPARATION (NO GRANTS FROM THE FOUNDATION TO OPTUM, NO BOARD MEMBERSHIPS FOR ATRIUS EMPLOYEES). AFTER RECEIVING APPROVAL FROM THE OAG, ATRIUS RECEIVED FINAL AUTHORIZATION FROM THE MASSACHUSETTS SUPREME JUDICIAL COURT TO PROCEED WITH THE TRANSACTION. ATRIUS MSO LLC 275 GROVE ST SUITE 2-300 NEWTON MA 02466 871803974 ADMINISTRATIVE SERVICES MA ATRIUS HEALTH INC ATRIUS HEALTH FOUNDATION INC 275 GROVE ST SUITE 2-300 NEWTON MA 02466 264517944 SUPPORT ATRIUS HEALTH AND ITS PARTICIPATING ORGANIZATIONS MA 501(C)(3) LINE 12B, II ATRIUS HEALTH INC 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0