2013-11-12T13:07:07-06:00 2012-12-31 ERNST & YOUNG US LLP 111 MONUMENT CIRCLE 2600 INDIANAPOLIS IN 46204 990 2012-01-01 311079309 ATRIUM MEDICAL CENTER % J MICHAEL SIMS ATRI 9374999942 110 N MAIN ST Suite 500 DAYTON OH 45402 SCOTT SHELTON 9374999942 2013-11-12 true 3176817000 2012 2016-03-07 17:11:31Z CAROL TURNER 110 N MAIN ST SUITE 500 DAYTON OH 45402 381025402 false X WWW.PREMIERHEALTH.COM X 1983 OH ATRIUM MEDICAL CENTER WILL BUILD HEALTHIER COMMUNITIES WITH OTHERS WHO SHARE THE COMMITMENT TO PROVIDE HIGH-QUALITY, COST-COMPETITIVE HEALTHCARE SERVICES. 13 9 2064 287 1188111 -6641 372417 324684 247696515 234843399 1075317 5553028 3315937 2275160 252460186 242996271 211004 287108 0 0 105448008 111031138 0 0 0 138043873 123206483 243702885 234524729 8757301 8471542 379158848 377787452 262264526 255826301 116894322 121961151 X ATRIUM MEDICAL CENTER WILL BUILD HEALTHIER COMMUNITIES WITH OTHERS WHO SHARE THE COMMITMENT TO PROVIDE HIGH-QUALITY, COST-COMPETITIVE HEALTHCARE SERVICES. false false 207605841 287108 234182518 PLEASE SEE SCHEDULE H. 207605841 true true false true false false false false false true true true false false true true false true false false true false false false false false true true true false true true false false false false false false true false true false false false false false false true true true false false true 164 0 true 2064 true true true false false false false false false false false false X 13 9 false true false false true true true true true false false true true true true true true true true true true OH X J MICHAEL SIMS 9374999942 110 N MAIN ST SUITE 500 DAYTON OH 45402 X JEFFREY S ZOLLETT MD 0.5 0.0 X X 0 0 0 FRANK B CHAPMAN 0.5 0.0 X X 0 0 0 DAVID A PEARCE 0.5 0.0 X X 0 0 0 BARRY ROBERTSON MD 0.5 0.0 X 7710 0 0 JAMES R PANCOAST 0.5 0.0 X 0 0 0 MARJORIE K COWAN PHD 0.5 0.0 X 0 0 0 DAVID A FLOERING MD 0.5 0.0 X 0 0 0 THOMAS E GROSSMANN 0.5 0.0 X 0 0 0 LARRY L HOLLINGSHEAD 0.5 0.0 X 0 0 0 STEPHEN M JONES 0.5 0.0 X 0 0 0 JAMES B KLEINGERS 0.5 0.0 X 0 0 0 PERCY D MITCHELL JR MD 0.5 0.0 X 0 0 0 JOHN J VENTURELLA 0.5 0.0 X 0 0 0 CAROL J TURNER 40.0 0.0 X 524401 0 35959 THOMAS J MALONEY 40.0 0.0 X 210831 0 32904 DALE E CREECH 7.75 32.25 X 0 598155 56953 LISA A MARTINEZ 40.0 0.0 X 152335 0 6967 MARY M CLANCY 8.0 32.0 X 0 482163 39747 RENEE P GEORGE 8.0 32.0 X 0 276674 34514 WILLIAM E LINESCH 8.0 32.0 X 0 445854 38785 MICHAEL MAIBERGER 8.0 32.0 X 0 569067 75958 MARK S SHAKER 8.0 32.0 X 0 746571 33540 MARK W SHAW 8.0 32.0 X 0 403205 57358 DONNA L BANKS 40.0 0.0 X 179724 0 28776 LISA M GOSSETT 40.0 0.0 X 218730 0 23290 MARK E WILLIAMS MD 40.0 0.0 X 360986 0 30398 TED C RIPPERGER 40.0 0.0 X 177480 0 19897 JOANNE R MORGAN 40.0 0.0 X 161791 0 25384 DAVID J CAFFERTY 40.0 0.0 X 161970 0 17481 DOUGLAS KOENIG 40.0 0.0 X 150491 0 12246 CHRYSTINA C BROWN 40.0 0.0 X 139113 0 17754 DOUGLAS W MCNEILL 0.0 0.0 X 534866 0 0 2980428 3521689 587911 49 true true false MIDDLETOWN ANESTHESIA CONSULTANTS 3180 KETTERING BLVD DAYTON OH 45439 MEDICAL SERVICES 2479475 HMP OF BUTLER COUNTY LTD 4535 DRESSLER ROAD NORTHWEST CANTON OH 44718 MEDICAL SERVICES 1326245 DAWSON HEALTHCARE 3650 OLENTANGY RIVER RD COLUMBUS OH 43214 AGENCY STAFF 1014730 HILLTOP OBGYN 200 MEDICAL CENTER DR FRANKLIN OH 45005 MEDICAL SERVICES 975000 PREMIER HEALTHCARE SERVICES 322 CONGRESS PARK DR DAYTON OH 45459 MEDICAL SERVICES 578588 24 324684 324684 NET PATIENT SERVICE REVENUE 900099 120193544 119098560 1094984 MEDICARE/MEDICAID PAYMENTS 900099 108746540 108746540 HOSPITAL FRANCHISE TAX RECOVERIES 900099 4693129 4693129 JOINT OPERATING AGREEMENT 900099 1050000 1050000 MEDICAL RECORDS 900099 111506 111506 48680 48680 234843399 1148071 1148071 0 0 413675 325554 88121 0 88121 88121 140604898 59546 136259487 4345411 59546 4404957 4404957 0 0 1878193 1444090 434103 434103 CAFETERIA SALES 900099 1286008 12259 1273749 PHYSICIAN ANSWERING SERVICE 561000 106168 80868 25300 ALL OTHER REVENUE 900099 360760 360760 1752936 242996271 234182518 1188111 7300958 287108 287108 0 0 0 1805301 1538297 267004 0 0 85946575 73235077 12711498 3183378 2712556 470822 14037063 11960981 2076082 6058821 5162721 896100 24636 20992 3644 313484 267120 46364 122601 122601 8978 8978 0 246278 246278 10384169 10384169 1064467 1064467 1582303 1348280 234023 5710342 4865782 844560 0 5588359 4761841 826518 239493 204072 35421 0 2852 2430 422 5621636 5621636 0 24036652 20481631 3555021 87765 74785 12980 OPERATING SUPPLIES 48369201 48369201 PURCHASED SERVICES 9388808 8000203 1388605 HOSPITAL FRANCHISE TAX 3644912 3105830 539082 LOSS ON INTEREST SWAP ADJ 1925416 1925416 4844131 4127684 716447 234524729 207605841 26918888 0 9800 10100 8221954 4575827 613537 0 31473140 36515913 0 0 0 0 1229540 663302 1523603 1770818 2494559 2974382 354072083 125726050 240924108 228346033 71328559 55296887 10676302 37357447 0 0 938757 822091 9724989 9454652 379158848 377787452 16937979 17397635 0 87525 13385 11778 186975000 184500000 0 0 0 0 12269510 12514122 0 0 46068652 41315241 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PART II-B, LINE 1I: WE CONTRACT WITH A LOBBYIST FOR HEALTHCARE RELATED ISSUES. 132950 4975 4126 133799 136502 2269 5 5826 132950 1717698 1581196 136502 1648947 0 68751 1717698 2085415 0 -436468 1648947 1.00000 false false 16535138 16535138 209260168 48183869 161076299 2817694 1570729 1246965 121761499 75971452 45790047 3697584 3697584 228346033 ALTERNATIVE INVESTMENTS 37357447 F 37357447 0 SWAP LIABILITY 19439697 SELF INSURANCE RESERVE 5622648 BUILDING & CAPITAL LEASE LIABI 5494716 ACCRUED REIMBURSEMENT 4300000 PENSION OBLIGATION & DEFERRED 4256748 WORKERS COMP RESERVE 972715 HOSPITAL FRANCHISE FEE PAYABLE 949586 LOAN GUARANTEE & OTHER LTL 237096 OTHER 42035 41315241 X Part V - Line 4: The organizations endowment funds are designated to support specific healthcare services or capital needs. Schedule D, Part X - Line 2: Atrium Medical Center (AMC) is a member, under a joint operating agreement, of Premier Health which is tax-exempt under Section 501(c)(3) of the Internal Revenue Code. As such, there is no income tax liability recorded at December 31, 2012 and 2011. In addition, Management annually reviews its tax positions and has determined that there are no material uncertain tax positions that require recognition in the combined financial statements. AMC and its respective subsidiaries are a group of corporations that are tax-exempt corporations under Section 501(c)(3) of the Internal Revenue Code except for the following subsidiaries: Middletown Surgery Center, LLC (a joint-venture partnership of which Atrium Health Systems is an 80.5% owner) (Subsidiary of AHS). 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ONE MEDICAL CENTER DRIVE MIDDLETOWN OH 45044

WWW.PREMIERHEALTH.COM X X X ATRIUM MEDICAL CENTER 1 true true 200. true 400. true X X X X true true X X X X X X true false X X X X true X false false 1 MIDDLETOWN SURGERY CENTER LLC

5950 INNOVATION DR MIDDLETOWN OH 45005

GENERAL MEDICAL & SURGICAL OUTPATIENT FACILITY PART I, LINE 6A: The community benefit report for Atrium Medical Center is part of the Premier Health report. Part I, Line 7: A cost to charge ratio was used to calculate financial assistance at cost. This calculation takes total operating expenses less other operating revenues divided by total gross revenues. Unreimbursed Medicaid and other means-tested governmental programs were calculated using a cost accounting system. This system addresses all patient segments and includes fully loaded costs. For the remaining items the organization used specific numbers for expense paid directly for these services. Part I, Line 7G: Atrium Medical Center provides the following subsidized service: Emergency Services: Atrium Medical Center operates a 24-hour emergency room 365 days per year. This emergency room is open to all individuals regardless of their ability to pay. The hospital incurs expenses related to call time and physician subsidies due to the large number of indigent patients coming through the emergency room. For 2012, the amount paid for call and subsidies was $6,263,000. Part II Atrium Medical Center participates in the following community benefit activities: Board Charitable Credit Fund: As part of Atrium Medical Center's community partnership activity, board members of the hospital are granted charitable credits to be donated in the name of the board member with priorities to not-for-profit, tax-exempt 501(c)(3) health and human services organizations, arts and culture organizations, as well as other community activities in the Dayton area. Also suggested are organizations that focus on supporting youth, education, underserved groups, and safe neighborhoods. The amount of support provided in 2012 was $94,000. In addition, Atrium Medical Center offers a wide variety of free health clinics to the general public. Part III, Line 2 & 3: Bad debt expense is incurred when an account is taken out of Accounts Receivable and turned over to a collection agency. This action may occur if a patient refuses payment arrangements, refuses to apply for charitable assistance and there is not an insurance balance being contended. An account is written off to bad debt after 120 days if an attempt to collect from the patient is made within our collection policy and the patient has not returned phone calls, set up a payment plan, applied for financial assistance, and there is not an insurance balance being contended. The collection agency attempts to collect the account in accordance with established guidelines. Collection attempts are ceased and the account returned back to the organization if the patient applies for financial assistance. Any amounts collected from these accounts are credited back against bad debt expense. The organization recognizes that there are accounts written off to bad debt that may have qualified for charity care if the patient provided the necessary financial information. In order to resolve this, the organization has engaged a third party vendor to analyze data based on credit scores to reallocate some of this expense to charity care. These accounts are then sent to our third party vendor who gathers external credit data that presents the account as less than 100% Federal Poverty Level or not enough information (typically indicative of indigent). These accounts are reclassed from bad debt expense to charity expense on our income statement. Any credit score that presents the accounts as greater than 100% Federal Poverty Level remains in bad debt expense. Due to this process, the organization has used best efforts to not report bad debt expense for patients eligible under the organization's charity care policy. Part III, Line 4: The organization does not have a footnote in the audited financial statements which discusses this calculation. Part III, Section B, Lines 5, 6, and 7 The amounts reported on Lines 5, 6, and 7 do not include certain Medicare program revenues and costs, and thus do not reflect all of the organization's revenues and costs associated with its participation in Medicare programs. In addition to the amounts reported on Line 5, 6, and 7, the organization received revenue of $35,144,000 and incurred cost of $41,866,000, for an additional net shortfall of $6,722,000 associated with these programs. Below is a reconciliation of the amounts associated with Medicare programs. Allowable Medicare revenue per Medicare Cost Report (Part III, Section B) 52,881,000 Medicare revenue not reported in Part III, Section B 35,144,000 Total Medicare associated revenue 88,025,000 Allowable Medicare cost per Medicare Cost Report (Part III, Section B) 64,927,000 Medicare cost not reported in Part III, Section B 41,866,000 Total Medicare associated cost 106,793,000 Medicare shortfall per Part III, Section B 12,046,000 Additional shortfall not included in Part III, Section B 6,722,000 Total Medicare shortfall 18,768,000 Part III, Line 8: The organization's shortfall should be considered charity care because it is providing high-quality care in excess of the cost to our community residents that need care. The Medicare population at the organization is in excess of 47% of net patient revenue. The organization used a cost accounting system to calculate the Medicare allowable costs. Part III, Line 9b: The organization makes reasonable efforts to determine whether or not an individual is eligible for assistance under the state or hospital financial assistance policy before engaging in extraordinary collections actions against that individual. Patients who are known to qualify for financial assistance are offered reasonable payment plan arrangements for any remaining balances. Any third party collecting self-pay receivables on our behalf is required to make reasonable efforts to determine if the individual meets the qualifications of the state or of our hospital financial assistance programs. Reasonable efforts include: A. Validating that the patient owes the unpaid bills and that all sources of third party payment have been identified and billed by the hospital. B. Documenting that the organization has or has attempted to offer the patient the opportunity to apply for charity care under its financial assistance policy. C. Documented that the patient does not qualify for financial assistance. D. Document that the patient has been offered a payment plan, but has not honored the terms of that plan. The financial counselors meet with inpatient, outpatient self-pay, and other patients upon request who may need financial assistance. In addition to assisting patients who want to apply for assistance through the Medicaid program, the financial counselor will provide the patient with a financial assistance application. Part V, Section B, Line 12H: If the patient's family's income falls within 400% of the federal poverty guidelines, the patient qualifies for assistance under the hospital financial assistance policy. All or part of the account will be written off to charity care, based upon a Sliding Fee Schedule. The amounts charged to patients who are eligible for financial assistance are not more than the amounts generally billed to individuals who have insurance covering such care. Patients who qualify for financial assistance are not billed gross charges for emergency or medically necessary care. We offer reasonable payment plans to those who have qualified for charity care. Patients may also qualify for charity care discounts due to a medically-based catastrophic event which has occurred in their life. If a patient qualifies for this discount, he/she would only be held responsible for payment of his/her family's medical expenses up to 15% of their annual income. Part V, Section B, Line 14G: The hospital widely distributes information about its financial assistance policy within the area that it serves. This information includes the method of applying for and accessing financial assistance. Notices are publicized in patient's bills and are posted in the emergency room, admitting and registration areas, as well as other public areas. A summary of the financial assistance policy is published on the hospital's website. Financial counselors, patient advocates, and customer service representatives discuss the financial assistance policy with all uninsured patients, and any patient who expresses financial hardship with paying their bills. Applications for the financial assistance policy are available in both English and Spanish. Part V, Section B, Line 16: The hospital does not impose extraordinary collection actions such as wage garnishments, liens on primary residences, or other legal actions for any patient without first making reasonable efforts to determine whether the patient is eligible for charity care under its financial assistance policy. Reasonable efforts include: A. Validating that the patient owes the unpaid bills and that all sources of third party payment have been identified and billed by the hospital. B. Documenting that Atrium Medical Center true ATRIUM MEDICAL CENTER FOUNDATION 110 N Main St Suite 500 DAYTON OH 45402 311079213 501(C)(3) 65100 COMMUNITY PROGRAMS Warren County Foundation 118 E Main St Lebanon OH 45036 311565086 501(C)(3) 25375 COMMUNITY PROGRAMS DAYTON MONTGOMERY COUNTY SCHOLARSHIP FUND 500 KETTERING TOWER DAYTON OH 45423 311358532 501(C)(3) 7650 COMMUNITY PROGRAMS GRACE BAPTIST CHURCH 3023 UNION ROAD FRANKLIN OH 45005 310568235 501(C)(3) 50000 COMMUNITY PROGRAMS American Heart Association 5211 Madison Rd Cincinnati OH 45227 135613797 501(C)(3) 21300 Community Programs Salvation Army 1000 N Keowee St Dayton OH 45404 135562351 501(C)(3) 11587 Community Programs 6 0 SCHEDULE I, Part I, Line 2: 1) COMMUNITY BENEFITS BUDGETED ALLOCATIONS ARE APPROVED BY THE ATRIUM HEALTH SYSTEM BOARD ANNUALLY. 2) INVOICES ARE RECEIVED IN ACCOUNTS PAYABLE UPON APPROVAL BY THE APPROPRIATE INDIVIDUAL. 3) DISBURSEMENTS OCCUR ACCORDING TO STANDARD ACCOUNTS PAYABLE GUIDELINES. X X X X true true false false false true true false false CAROL J TURNER 361922 0 155809 0 6670 0 11494 0 24465 0 560360 0 0 0 THOMAS J MALONEY 169597 0 39860 0 1374 0 6419 0 26485 0 243735 0 0 0 MARY M CLANCY 0 326023 0 115798 0 40342 0 25126 0 14621 0 521910 0 37243 DALE E CREECH 0 359156 0 110992 0 128007 0 32434 0 24519 0 655108 0 123092 RENEE P GEORGE 0 215265 0 60657 0 752 0 8225 0 26289 0 311188 0 0 WILLIAM E LINESCH 0 313022 0 92384 0 40448 0 31351 0 7434 0 484639 0 31031 MICHAEL MAIBERGER 0 266440 0 146051 0 156576 0 45625 0 30333 0 645025 0 0 MARK S SHAKER 0 424644 0 163966 0 157961 0 28111 0 5429 0 780111 0 153170 MARK W SHAW 0 255582 0 87080 0 60543 0 33040 0 24318 0 460563 0 52525 DONNA L BANKS 143639 0 35063 0 1022 0 4730 0 24046 0 208500 0 0 0 LISA M GOSSETT 164618 0 53012 0 1100 0 5048 0 18242 0 242020 0 0 0 MARK E WILLIAMS MD 265710 0 94025 0 1251 0 7303 0 23095 0 391384 0 0 0 TED C RIPPERGER 151998 0 24791 0 691 0 6546 0 13351 0 197377 0 0 0 JOANNE R MORGAN 141382 0 18582 0 1827 0 7228 0 18156 0 187175 0 0 0 DAVID J CAFFERTY 160814 0 0 0 1156 0 7145 0 10336 0 179451 0 0 0 LISA A MARTINEZ 135198 0 15852 0 1285 0 5867 0 1100 0 159302 0 0 0 DOUGLAS KOENIG 130272 0 18900 0 1319 0 3857 0 8389 0 162737 0 0 0 DOUGLAS W MCNEILL 534866 0 0 0 0 0 0 0 0 0 534866 0 0 0 CHRYSTINA C BROWN 138123 0 0 0 990 0 5445 0 12309 0 156867 0 0 0 PART I, LINE 4A: SEE AMOUNTS REPORTED IN PART II FOR DOUGLAS W. MCNEILL PART I, LINE 4B: Due to restrictions imposed by the Internal Revenue Code, certain persons are limited in the amount of benefit that can be earned under a qualified retirement plan. Like many employers, Atrium Medical Center (AMC), compensates for this limitation and supplements the affected executives' qualified pension through certain nonqualified plans. AMC supplements through a Pension Restoration Plan and a Supplemental Executive Retirement Plan (SERP). The benefits under these supplemental nonqualified plans are subject to multi-year vesting and a participant can forfeit benefits earned if vesting requirements are not satisfied. Under the terms of the supplemental plans, and because of tax rules pertaining to taxation of the earned benefits upon vesting, certain individuals received a payout of the cumulative vested benefits under their supplemental plan during 2012. The individuals listed below have met the multi-year vesting requirement under the Pension Restoration Plan and received the associated payment in 2012; William Linesch $31,031; Mark Shaker $153,170; Mark Shaw $52,525; Mary Clancy $37,243; Dale Creech $123,092; Mike Maiberger met the multi-year vesting requirement under the SERP and received $29,210. BASED ON THE GUIDANCE PROVIDED IN THE INSTRUCTIONS TO THE FORM 990, ANY PAYMENTS TO THE PARTICIPANTS RELATED TO THESE PLANS THAT WERE MADE WITHIN 2-1/2 MONTHS AFTER THE END OF THE ORGANIZATION'S TAX YEAR ARE NOT TREATED AS DEFERRED COMPENSATION FOR PURPOSES OF SCHEDULE J. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. ANY PAYMENTS MADE AFTER THE 2-1/2 MONTHS WERE PROPERLY REPORTED ON PRIOR YEARS' FILED IRS FORM 990 RETURNS, DISCLOSING COMPENSATION EARNED BY THESE INDIVIDUALS UNDER THE PLANS FOR EACH SUCH YEAR. PART I, QUESTIONS 6A AND 6B: PREMIER HEALTH, OF WHICH ATRIUM MEDICAL CENTER IS AN AFFILIATE, HAS AN INCENTIVE COMPONENT FOR ALL EXECUTIVE AND DIRECTOR LEVEL EMPLOYEES THAT TIES A PORTION OF THEIR TOTAL COMPENSATION TO ORGANIZATIONAL AND INDIVIDUAL OBJECTIVES AND OUTCOMES. THE ORGANIZATIONAL CRITERION IS WEIGHTED ACCORDING TO BALANCED SCORECARD CATEGORIES: POSITIVE WORK ENVIRONMENT (15%), QUALITY (30%), PATIENT SATISFACTION (15%), PHYSICIAN PARTNERSHIP (15%), AND FINANCIAL (25%). THE FINANCIAL CATEGORY OF THE SCORECARD IS BASED ON NET EARNINGS OF THE INDIVIDUAL HOSPITAL AND THE NET EARNINGS OF THE SYSTEM OF A WHOLE. THIS FINANCIAL TARGET IS SET BASED ON THE OPERATING AND CASH FLOW MARGINS REQUIRED TO MAINTAIN THE SYSTEM'S AA CREDIT RATINGS. INCENTIVE OBJECTIVES FOR DIRECTORS AND ABOVE ARE WEIGHTED 45% ON ORGANIZATIONAL CRITERIA, 45% ON INDIVIDUAL CRITERIA, AND 10% ON OPERATIONAL EFFECTIVENESS. THE 2012 INCENTIVE PLAN AMOUNTS WERE PAID TO THE PARTICIPANTS IN 2013. THESE ARE NOT REPORTED AS DEFERRED COMPENSATION ON THE 2012 FORM 990 BASED ON THE DEFINITION OF DEFERRED COMPENSATION CONTAINED IN THE FORM 990 INSTRUCTIONS. PER THE INSTRUCTIONS, "DEFERRED COMPENSATION IS GENERALLY TREATED AS EARNED OR ACCRUED IN THE YEAR THAT SERVICES ARE RENDERED, EXCEPT WHEN ENTITLEMENT TO PAYMENT IS CONTINGENT ON SATISFACTION OF SPECIFIED ORGANIZATIONAL GOALS OR PERFORMANCE CRITERIA (OTHER THAN MERE LONGEVITY OF SERVICE) UNDER THE DEFERRED COMPENSATION PLAN." BASED ON THE INCENTIVE PROGRAM CRITERIA OUTLINED ABOVE, WE BELIEVE THE INCENTIVE PAYMENTS MEET THE EXCEPTION NOTED IN THE INSTRUCTIONS. SUCH AMOUNTS ARE PROPERLY REPORTED AS COMPENSATION FOR FORM 990 PURPOSES WHEN INCLUDED IN THE PARTICIPANTS' FORM W-2 WAGES. A CITY OF MIDDLETOWN OH 316000139 597146AH2 2008-11-21 111000000 REFUND SERIES 2007 A & B false false false B CITY OF MIDDLETOWN OH 316000139 597146AJ8 2010-11-15 86000000 REFUND SERIES 2006 A false false false A 12500000 0 111000000 0 0 0 1513169 0 0 0 0 0 2007 true false true true B 0 0 86000000 0 0 0 560000 0 0 0 0 0 2007 true false true true A false true true true true true 0.01690 0.01100 0.02790 false false false true B false true true true true true 0.01690 0.01100 0.02790 false false false true A false true true true MERRIL lYNCH 26.9 true false false 0 false true B false true true false 0 false 0 false true A true B true 0 Kathleen Venturella Wife of John Venturella 703 Discount on Service Courtesy Benefit/Discount Saundra Pearce Sister-in-Law of D Pearce 123723 Director of Nursing Salary false Michael Kleingers Son of James Kleingers 112933 Pharmacist Salary false FORM 990 - PART I - QUESTION 10: THIS ORGANIZATION HAS DESIGNATED ITS INVESTMENTS AS TRADING. IN ACCORDANCE WITH THE AICPA GUIDE FOR HEALTHCARE, ALL UNREALIZED GAINS AND LOSSES ARE RECOGNIZED THROUGH THE PROFIT AND LOSS STATEMENT. FOR 990 REPORTING, THIS ACTIVITY IS EXCLUDED PER THE INSTRUCTIONS BY THE INTERNAL REVENUE SERVICE. IN 2012, ATRIUM MEDICAL CENTER RECOGNIZED AN UNREALIZED GAIN OF $2,152,930. FORM 990, PART VI, SECTION A, QUESTION 3: PREMIER HEALTH (PREMIER) AS THE OPERATOR OF ATRIUM MEDICAL CENTER (AMC) DEVELOPS AND OVERSEES THE IMPLEMENTATION OF THE STRATEGIC PLAN FOR AMC, WHICH INCLUDES (BUT IS NOT LIMITED TO) SUCH MATTERS AS LOCATION OF CLINICAL AND ADMINISTRATIVE EXPENSES AND THE CONSOLIDATION OF SUCH SERVICES. AMC SHALL COMPLY WITH AND IMPLEMENT THIS PLAN AND SHALL NOT TAKE ANY ACTION THAT MATERIALLY DEPARTS FROM THIS PLAN WITHOUT PREMIER'S APPROVAL. AMC DEVELOPS AND SUBMITS AN ANNUAL CAPITAL AND OPERATING BUDGET TO PREMIER FOR APPROVAL. AMC SHALL ADOPT AND IMPLEMENT THE CAPITAL AND OPERATING BUDGET SO APPROVED AND/OR REVISED FOR IT BY PREMIER. AMC MAY PERIODICALLY DEVELOP AND SUBMIT A BUSINESS PLAN TO PREMIER FOR APPROVAL. AMC SHALL IMPLEMENT ANY BUSINESS PLAN APPROVED BY PREMIER. PREMIER IS THE SOLE AGENT TO NEGOTIATE ALL RELATIONSHIPS WITH PAYORS ON BEHALF OF AMC WITH ALL THIRD PARTY PAYORS AND ALTERNATIVE DELIVERY SYSTEMS INCLUDING, BUT NOT LIMITED TO INSURERS. AMC MUST HAVE APPROVAL FROM PREMIER TO BORROW IN ANY FISCAL YEAR, GUARANTEE IN ANY YEAR, OR INCUR ANY LIEN OR OTHER ENCUMBRANCE ON ANY PROPERTY IN AN AMOUNT EQUAL TO OR GREATER THAN $1,000,000. AMC MUST SEEK PREMIER'S APPROVAL FOR ANY ACQUISITIONS, SALE OR TRANSFER OF ANY MATERIAL ASSET USED IN PREMIER'S ACTIVITIES. FORM 990, PART VI, SECTION A, QUESTION 6: ATRIUM MEDICAL CENTER HAS TWO CORPORATE MEMBERS. ONE MEMBER IS ATRIUM HEALTH SYSTEMS, THE PARENT COMPANY OF THE HOSPITAL. THE SECOND MEMBER IS PREMIER HEALTH, AN OHIO NON-PROFIT CORPORATION FORMED PURSUANT TO THE JOINT OPERATING AGREEMENT. ATRIUM HEALTH SYSTEMS HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES OF THE CORPORATION. PREMIER HEALTH HAS THE GENERAL AUTHORITY TO OPERATE AND MANAGE THE OPERATIONAL ACTIVITIES OF THE CORPORATION. FORM 990, PART VI, SECTION A, QUESTION 7A: ATRIUM HEALTH SYSTEMS (AHS) HAS THE SOLE AUTHORITY TO ELECT THE BOARD OF TRUSTEES FOR ATRIUM MEDICAL CENTER (AMC). AHS HAS THE AUTHORITY TO REMOVE TRUSTEES AT ANY REGULAR OR SPECIAL MEETING OR BY WRITTEN CONSENT. PREMIER HEALTH HAS THE RIGHT TO REQUEST THAT AHS REMOVE A TRUSTEE OF AHS OR AMC IF PREMIER HAS DETERMINED THAT SUCH TRUSTEE IS FRUSTRATING THE GOALS AND PURPOSES OF PREMIER'S NETWORK. SUCH REMOVAL SHALL NOT BE UNREASONABLY REFUSED BY AHS. FORM 990, PART VI, SECTION A, QUESTION 7B: SEE THE RESPONSE ABOVE FOR FORM 990, PART VI, SECTION A, QUESTION 3. FORM 990, PART VI, SECTION B, QUESTION 11B: THIS 990 TAX RETURN AND ATTACHED SCHEDULES (THE RETURN) ARE PREPARED BY A STAFF MEMBER IN THE TAX DEPARTMENT OF PREMIER HEALTH (PREMIER), OF WHICH ATRIUM MEDICAL CENTER IS AN AFFILIATE. THE RETURN IS REVIEWED BY THE TAX MANAGER AND DIRECTOR OF TAX COMPLIANCE OF PREMIER. THE RETURN IS CONCURRENTLY SENT TO ERNST & YOUNG U.S. LLP FOR THEIR REVIEW. AFTER ALL CHANGES FROM THE ABOVE GROUPS ARE MADE, THE RETURN IS REVIEWED BY THE VICE PRESIDENT/CONTROLLER OF PREMIER AND THE CHIEF FINANCIAL OFFICER OF THIS ENTITY. A FINAL VERSION OF THE RETURN IS SENT TO ERNST & YOUNG U.S. LLP FOR A FINAL REVIEW AND THEN PROVIDED TO THE BOARD OF TRUSTEES FOR REVIEW. AT THE MEETING, THE VICE PRESIDENT/CONTROLLER OF PREMIER (OR DESIGNEE) SHARES DETAILED INFORMATION ON COMPENSATION AND OTHER KEY AREAS, AS WELL AS ADDRESS ANY OTHER QUESTIONS FROM THE BOARD OF TRUSTEES, PENDING THEIR REVIEW. THE 990 TAX RETURN IS ALSO SHARED WITH THE AUDIT COMMITTEE OF PREMIER. AT THE MEETING, THE VICE PRESIDENT/CONTROLLER OF PREMIER (OR DESIGNEE) SHARES DETAILED INFORMATION ON COMPENSATION AND OTHER KEY AREAS, AS WELL AS ADDRESSES ANY OTHER QUESTIONS FROM THE COMMITTEE. FORM 990, PART VI, SECTION B, QUESTION 12C: PREMIER HEALTH (PREMIER), OF WHICH ATRIUM MEDICAL CENTER IS AN AFFILIATE, REQUIRES ALL BOARD MEMBERS, OFFICERS, EXECUTIVES AND MANAGEMENT PERSONNEL TO ANNUALLY REVIEW THE PREMIER COMPREHENSIVE CONFLICT OF INTEREST STATEMENT, AN EXPLANATORY MEMORANDUM, THE ANTITRUST COMPLIANCE POLICY, AND COMPLETE AN INDIVIDUAL QUESTIONNAIRE DISCLOSING ANY POTENTIAL CONFLICTS AS DEFINED IN THE CONFLICT OF INTEREST POLICY. THIS IS ACCOMPLISHED WITH A MEMO SENT OUT ANNUALLY FROM THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OF PREMIER TO ALL BOARD MEMBERS, EXECUTIVE DIRECTORS, VICE PRESIDENTS, DIRECTORS, PURCHASING DEPARTMENT STAFF, AUTHORIZED PURCHASERS, MEDICAL DIRECTORS, DEPARTMENT AND SECTIONS CHAIRS, AND ALL EMPLOYED PHYSICIANS. IT INCLUDES AN EXPLANATORY MEMORANDUM OF SPECIFIC ACTIVITIES THAT MIGHT GIVE CAUSE TO A CONFLICT AND AN INDIVIDUAL QUESTIONNAIRE TO DISCLOSE ALL SUCH ACTIVITIES. THIS QUESTIONNAIRE MUST BE COMPLETED AND SIGNED BY THE INDIVIDUAL. THIS MEMO INCLUDES A COPY OF THE ANTITRUST COMPLIANCE POLICY THAT MUST BE SIGNED BY THE INDIVIDUAL. ALL OF THESE DOCUMENTS ARE SENT TO THE CORPORATE COMPLIANCE OFFICER. THE CORPORATE COMPLIANCE DEPARTMENT ENSURES ALL FORMS ARE RETURNED AND RETAINS THE DOCUMENTS FOR FIVE YEARS. IN ADDITION, AT EACH MEETING OF THE BOARD OR ANY BOARD COMMITTEE, FOLLOWING APPROVAL OF THE PREVIOUS MEETING'S MINUTES, THE BOARD COMMITTEE CHAIR SHALL REQUEST ANY BOARD MEMBER WHO PERCEIVES A POTENTIAL CONFLICT OF INTEREST ON ANY OF THE MEETING'S AGENDA ITEMS TO DISCLOSE THE POTENTIAL CONFLICT. ADDITIONALLY, AT ANY BOARD OR BOARD COMMITTEE MEETING WHERE THE SUBJECT OF CONFLICT OF INTEREST IS DISCUSSED, THE MINUTES SHALL CONTAIN THE NAME OF THE PARTY DISCUSSING A POTENTIAL CONFLICT OF INTEREST, THE NATURE OF THE POTENTIAL CONFLICT OF INTEREST, AND WHETHER A CONFLICT OF INTEREST WAS FOUND TO EXIST. IF A CONFLICT OF INTEREST IS DETERMINED BY THE BOARD TO EXIST, THE MEMBER WILL BE EXCUSED FROM PARTICIPATING IN ANY DISCUSSION OR VOTING ON THE PARTICULAR AGENDA ITEM. THE CORPORATE COMPLIANCE OFFICER REPORTS THE RESULTS OF THE PREMIER CONFLICT OF INTEREST QUESTIONNAIRES NO LESS THAN ANNUALLY TO THE BOARD OF TRUSTEES BY WAY OF THE COMPLIANCE AND AUDIT COMMITTEE. THIS REVIEW IS DOCUMENTED IN THE MINUTES OF THE MEETING. PERIODICALLY, THE INTERNAL AUDIT DEPARTMENT WILL REVIEW A SAMPLE OF COMPLETED CONFLICT OF INTEREST QUESTIONNAIRES AND REPORT THE RESULTS TO THE COMPLIANCE AND AUDIT COMMITTEE. THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRES ARE INDIVIDUALLY SUMMARIZED IN A WORD DOCUMENT AND SENT ELECTRONICALLY TO THE FINANCE DEPARTMENT FOR ANY NECESSARY DISCLOSURES REQUIRED ON THE 990 TAX RETURN. FORM 990, PART VI, SECTION B, QUESTION 15A AND 15B: PREMIER HEALTH (PREMIER), OF WHICH ATRIUM MEDICAL CENTER IS AN AFFILIATE, FOLLOWS A MARKET BASED COMPENSATION PHILOSOPHY DESIGNED TO ATTRACT AND RETAIN THE EXECUTIVE TALENT REQUIRED TO MEET THE HIGH PERFORMANCE STANDARDS OF OUR BOARD AND OUR COMMUNITY. PREMIER ANNUALLY REVIEWS EXECUTIVE COMPENSATION SURVEY DATA FOR A REGIONAL PEER GROUP OF SYSTEMS AND HOSPITALS THAT ARE SIMILAR IN SIZE AND COMPLEXITY TO PREMIER AND ITS AFFILIATES. THE DATA FOR THE SURVEY IS PROVIDED BY A THIRD PARTY CONSULTANT GROUP THAT IS INDEPENDENT OF PREMIER. THIS REPORT INCLUDES COMPARABILITY FOR KEY EXECUTIVES, VICE PRESIDENTS, AND DIRECTOR LEVEL POSITIONS. THE INDEPENDENT COMPARABILITY DATA IS REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE ON AN ANNUAL BASIS. THIS COMMITTEE IS COMPRISED OF THREE MEMBERS, ALL OF WHICH ARE INDEPENDENT. THIS COMMITTEE REVIEWS IN DETAIL THE COMPENSATION FOR THE PREMIER CEO, COO, CFO, CHIEF STRATEGY OFFICER, AND THE HOSPITAL CEOS. OTHER POSITIONS ARE REVIEWED AT A HIGH LEVEL FOR REASONABLENESS. ALL THE MEETING MINUTES ARE DOCUMENTED AND KEPT ON FILE ALONG WITH ANY COMPARABILITY DATA AND THE CONSULTANT REPORT. AFTER THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE COMPENSATION ACTIONS, THE PROCESS IS AUDITED BY THE INTERNAL AUDIT DEPARTMENT. THE EXECUTIVE COMPENSATION COMMITTEE PRESENTS THE COMPENSATION ACTIONS TO THE PREMIER BOARD ANNUALLY. FORM 990, PART VI, SECTION C, QUESTION 19: THE GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE MADE AVAILABLE TO THE PUBLIC WHEN REQUIRED BY LAW OR FOR ACCREDITATION PURPOSES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON THE COMPANY WEBSITE. FORM 990, PART XI, LINE 9: PHS / Primary Care (4,973,566) Equity Transfers (766,834) Funding from Foundation (251,208) Pension Adjustment (1,020) Capital Donations 434,139 Other 846 Total (5,557,643) PREMIER HEALTH 110 N Main St Suite 500 DAYTON OH 45402 311446699 SUPPORT. ORG. OH 501(C)(3) 11-I NA false ATRIUM HEALTH SYSTEM (AHS) 110 N Main St Suite 500 DAYTON OH 45402 310537492 PARENT OH 501(C)(3) 11-I NA false ATRIUM MEDICAL CENTER FOUNDATION 110 N MAIN ST SUITE 500 DAYTON OH 45402 311079213 Foundation OH 501(C)(3) 11-II AHS true MIDDLETOWN SURGERY CENTER LLC 5950 INNOVATION DR MIDDLETOWN OH 45005 205160579 O/P Surgery OH AMC RELATED -210315 5455248 false 0 true 0.80500 false true true false false false false false false false false false false false false false true true false ATRIUM MEDICAL CENTER FOUNDATION C 758823 Cash ATRIUM MEDICAL CENTER FOUNDATION Q 359364 FMV ATRIUM MEDICAL CENTER FOUNDATION R 766835 Cash ATRIUM MEDICAL CENTER FOUNDATION B 65100 Cash