Wake Forest University Baptist Medical Center

“Bradley clark and terry williams, both officers of the filing organization, have a business relationship.”

“Effective july 1, 2010, the governing boards of the filing organization ("wfubmc"), wake forest university ("wfu"), wake forest university health sciences ("wfuhs", a wholly owned subsidiary of wfu), and north carolina baptist hospital ("ncbh," an entity unrelated to wfu and wfuhs) approved a medical center integration agreement ("mcia") whereby an integrated academic medical center (collectively, "the medical center") was created that combined clinical care, medical education and research activities conducted by those parties and their respective subsidiary entities, under the delegated operational management and oversight of the filing organization, itself a north carolina nonprofit corporation whose two equal members were then wfu and ncbh. Effective on october 9, 2020 and pursuant to a health system integration agreement among wfubmc, wfu, wfuhs, ncbh, and the charlotte-mecklenburg hospital authority ("cmha," a north carolina hospital authority that operates a multi-state integrated healthcare system in the southeastern united states), the medical center and cmha became participants in a single, integrated healthcare delivery and academic system (the "enterprise") managed and overseen by atrium health, inc. ("atrium"), a new joint operating company without members whose 16-person board of directors (the "atrium board") is comprised initially of 13 cmha designees and three medical center designees; the mcia was amended to include atrium as a third member of wfubmc and to reconstitute the wfubmc board to include 17 voting directors of whom wfu designates six, ncbh designates six, atrium designates three, and the wfubmc board elects two; and the medical center (including wfuhs and the school of medicine) was established as the academic core of the enterprise responsible for its academic and research activities. Under this arrangement, each enterprise participant (and its affiliates) maintains its separate legal existence and continues to own its assets and retain all power, authorities, rights and remedies necessary or appropriate to allow it to comply with its pre-existing debt instruments. Wfubmc and cmha delegated authority to atrium to manage and oversee their activities and operations, subject to the authority of wfu, wfuhs, and wfubmc over academic and research matters, the exercise of certain reserved powers, and the carrying out of certain responsibilities by the wfubmc board and the cmha board of commissioners. The reserved powers of each enterprise participant include the power to approve a change in its fundamental business or mission and, subject to the atrium board's approval, to develop its strategic plans (which will be generally consistent with those of the entire enterprise) and its capital and operating budgets. On may 9, 2022, atrium health, inc. ("atrium"), advocate aurora health, inc. ("aah") and advocate health, inc. ("advocate health") entered into a master agreement (the "master agreement") which contemplates a transaction (the "advocate health transaction") pursuant to which, in relevant part, effective as of the consummation thereof (the "effective date"): - atrium and aah would delegate to advocate health, a newly formed nonprofit corporation of which they are the sole members, the power and authority (subject to certain retained powers) to manage and oversee, as an integrated organization, a combined system consisting of the operations of each of atrium (including the enterprise currently managed and overseen by atrium) and aah (the "advocate health system"); - advocate health's 20-person board of directors (the "advocate health board") would consist of 10 aah directors and 10 atrium directors (including seven cmha designees and three wfubmc designees); - atrium would retain (and not delegate to advocate health) the powers (among others) necessary for it to comply with its obligations to wfu, wfubmc, wfuhs and the school of medicine set forth in the current agreements among those entities, atrium a”

“Pursuant to the organization's amended and restated articles of incorporation and bylaws and effective october 9, 2020, the organization's three members are atrium health, inc., north carolina baptist hospital, and wake forest university.”

“Pursuant to the organization's amended and restated bylaws effective october 9, 2020, the filing organization elects 2 independent voting members of the board. Members of the filing organization elect the remaining 15 voting members of the board as follows: north carolina baptist hospital elects 6 voting members, wake forest university elects 6 voting members, and atrium health, inc. Elects 3 voting members. See explanation for part vi, section a, line 3 on schedule o.”

“The amendment of the organization's articles of incorporation and bylaws must be approved by the members. Additional reserved powers are described in the explanation for part vi, section a, line 3 on schedule o.”

“The filing organization's board of directors receives a copy of the form 990 with sufficient time to permit review and comment prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed to all board members prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers, directors and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“Through an amendment of the filing organization's bylaws, a senior executive compensation committee (the "committee") of the filing organization's board was created; it is comprised of the members of the atrium health inc. Diversity, inclusion and compensation committee. The diversity, inclusion, & compensation committee of the atrium health, inc. Board of directors has authority as the wfubmc board delegates to it, for the review and approval of senior executive compensation, including senior executive incentive plans. No member of the committee is an employee of wfubmc. The committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly situated healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with wfubmc policies, irs regulations, and standard corporate governance practices. Such policies include adherence to executive compensation philosophy and review processes; processes ensuring committee member and compensation consultant independence; use of valid market comparisons of data from healthcare organizations of similar size, structure, and complexity and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the atrium health, inc. Legal department.”

“The organization's articles of incorporation are available to the public on request and are available on the website of the north carolina secretary of state. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies, and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“Wake forest university baptist medical center (wfubmc) is an integral part of atrium health wake forest baptist (ahwfb), a preeminent academic learning health system of the highest quality with balanced excellence in patient care, research and education that promotes better health for all through collaboration and innovation. The following paragraphs are provided to explain the relationship of the filing organization with other organizations which together comprise "atrium health wake forest baptist," the name not of any one corporate entity, but used generically to describe a large group of mostly 501(c)(3) organizations performing various academic learning health system activities in northwest north carolina, including patient care, medical research, technology transfer and medical education. Wfubmc is a north carolina nonprofit corporation whose three members are wake forest university, north carolina baptist hospital (ncbh) and atrium health inc. (each of which is a north carolina nonprofit corporation exempt from tax under irc section 501(c)(3)). Pursuant to an agreement, initially entered into on july 1, 2010, and subsequently amended and restated multiple times including, effective october 9, 2020, and as amended february 24, 2021 to add atrium health inc. As a party thereto (initially known as the medical center integration agreement and now as the amended and restated medical center integration agreement or the mcia), wfubmc is the overall umbrella operating entity of the atrium health system's northwest north carolina component entities. North carolina baptist hospital ("ncbh") and wake forest university health sciences ("wfuhs") and their respective subsidiaries are operated, pursuant to delegations in the mcia, by wfubmc as "atrium health wake forest baptist." wfuhs, in turn, operates the wake forest university school of medicine. On october 9, 2020, the charlotte mecklenburg hospital authority ("cmha"), wake forest university, ncbh, wfuhs and the filing organization formed a single, integrated health care delivery system through a joint operating company, atrium health inc. (a north carolina nonprofit corporation previously organized by cmha and wfubmc). Through this health care system integration and pursuant to an agreement known as the "enterprise agreement," atrium health inc. Manages and oversees the business, facilities, services, personnel and activities of cmha and wfubmc (collectively the "enterprise"). The enterprise encompasses 42 hospitals and more than 1,500 care locations, and it serves more than 7 million people across north carolina, south carolina, georgia and virginia. Note that the following narrative includes in some of its descriptions the additional operations of the enterprise through davie medical center (trading as atrium health wake forest baptist davie medical center), high point regional health (trading as atrium health wake forest baptist high point medical center), lexington medical center (trading as atrium health wake forest baptist lexington medical center), wrmc hospital operating corporation (trading as atrium health wake forest baptist wilkes medical center), and wake forest health network llc, the sole member of each of which is wfubmc, as well as organizations related to (or unrelated but affiliated with) wfubmc, in order to provide a more complete picture of the filing organization's role in the integrated health system's comprehensive activities. Atrium health wake forest baptist is northwest north carolina's sole academic learning health system, bringing to the region the resources of one of america's top hospitals and innovative research centers and a premier medical school. It operates wake forest university school of medicine, which has a faculty of 2,376, including physicians and basic scientists with full or adjunct appointments. In addition to this faculty, the wake forest health network has more than 165 clinical practices throughout central and western north carolin”

“Notable research grants announced during the period included a $36 million award from the defense threat reduction agency, part of the department of defense, that will enable the wake forest institute for regenerative medicine to establish a research and development program to study the ways in which a virus will invade and infect humans. The program, which has been termed pathogenesis and toxicity forecasting using multi-organoid systems (patmos), uses the institute's body-on-a-chip platform to investigate the biochemical changes that take place in viral infections. Among other research awards: a five-year grant expected to total $30 million from the national institute of aging to help test a novel rehabilitation program designed for older patients hospitalized for acute heart failure; a five-year, approximately $9 million grant from the national institute of neurological disorders and stroke to study the use of oxytocin, a naturally occurring hormone, as a treatment for pain after injury; a five-year, $4 million grant through the national institutes of health (nih) to fund the helping end addiction long-term (heal) initiative, which will help researchers create an integrative management of chronic pain and oud for whole recovery (impowr): coordination center for a network of clinical research centers that includes the university of new mexico, yale university, albert einstein college of medicine and the university of pittsburgh; a five-year, $3.5 million nih grant that will support the study of how the covid-19 pandemic impacted opioid use disorder and how the covid-19 response and mitigation policies impact health outcomes, especially in vulnerable populations; a five-year, $3.2 million grant from the national cancer institute to study whether mind-body practices, such as gentle yoga or self-reflection, may benefit patients undergoing surgery; a five-year, $3.1 million grant from the national heart, lung and blood institute that will enable researchers from atrium health wake forest baptist's national cancer institute-designated comprehensive cancer center, virginia commonwealth university massey cancer center and duke cancer institute to collaborate in a first-of-its-kind prospective study to look for the earliest signs of heart vessel damage in young, pre-menopausal breast cancer survivors; a $2.5 million grant from the national cancer institute cancer to study potential treatment options for appendiceal cancer; and a $1.7 million nih grant to fund the long-term effectiveness of the anti-obesity medication phentermine (leap) trial, a placebo-controlled, randomized controlled trial that will enroll 1,000 adults at five sites across the u.s. And will seek to gain a better understanding of the effects of phentermine not only on weight, but also changes in blood pressure, heart rate, blood sugar and cholesterol levels. 1. Clinical services atrium health wake forest baptist is nationally recognized for clinical excellence and internationally known for pioneering research and clinical innovation. It offers expertise in more than 100 areas of medicine, encompassing comprehensive preventive and highly specialized care for all ages. Atrium health wake forest baptist's network includes the 167-bed comprehensive cancer center and the 144-bed brenner children's hospital, both of which are on the atrium health wake forest baptist medical center campus in winston-salem, as well as community hospitals in davidson, davie, guilford, and wilkes counties. Brenner children's hospital also includes the dale and karen sisel neonatal intensive care unit, with 51 all-private rooms. Across its service area of northwest north carolina and southwest virginia, atrium health wake forest baptist has six emergency departments; 11 urgent care locations; 367 physician practices, including primary care and specialty clinics; 28 cancer care locations; and three ambulatory surgery centers. As of december 31, 2022, atrium health wake forest baptist employed”

“Atrium health wake forest baptist medical center received an evaluation of 95 out of 100 and the designation of "lgbtq+ healthcare equality top performer" in the human rights campaign foundation's 15th anniversary edition of the healthcare equality index, the nation's foremost benchmarking survey of health care facilities on policies and practices dedicated to the equitable treatment and inclusion of their lgbtq+ patients, visitors, and employees. Among certifications, atrium health wake forest baptist's children's surgery program was re-verified in 2022 as a level i children's surgery center by the american college of surgeons. The program, including locations at both brenner children's hospital and outpatient surgery clemmons, was one of only two in the state to receive this verification. Atrium health wake forest baptist became the first health system in the country to receive the joint commission's gold seal of approval for osteoporosis certification. Davie medical center's core laboratory received accreditation from the college of american pathologists, the world's largest organization of board-certified pathologists and a leading provider of laboratory accreditation programs. Atrium health wake forest baptist medical center was recertified as a comprehensive stroke center the highest designation possible by the joint commission. Atrium health also received the american heart association's get with the guidelines-stroke gold plus quality achievement award at 12 facilities across north carolina and georgia, including wake forest baptist medical center's comprehensive stroke center in winston-salem. The designation honors atrium health for its commitment to ensuring stroke patients receive the most appropriate treatment according to nationally recognized, research-based guidelines. 2. Outreach atrium health wake forest baptist continues a broad-based effort to reach underserved populations across its service area. Wake forest baptist medical center's annual community benefits report reflects this commitment. For tax year ended december 31, 2022, atrium health wake forest baptist reported that it provided community benefits valued at $767.5 million. Those benefits supported these areas: - financial assistance (fka charity care) - community health improvement and outreach programs - education and training of medical and health professions and clinical research - subsidized health services at the downtown health plaza, bethesda, and southside health clinics in winston-salem - unreimbursed costs of government-funded programs, primarily medicare and medicaid one anchor of outreach for the atrium health wake forest baptist medical center is its downtown health plaza, a full-service, outpatient medical clinic that serves many of forsyth county's uninsured and underinsured residents with a state-of-the-art medical home. In addition to clinical care, the downtown health plaza offers community health fairs, diabetes education and a centering pregnancy program that is reducing the incidence of low birth-weight babies. During the 2022 calendar year, 54,464 patient visits (18,283 with distinct medical record numbers) were recorded at the downtown health plaza, and another 9,562 visits (3,855 with distinct medical record numbers) were recorded at winston east pediatrics, a nearby atrium health wake forest baptist care facility serving the uninsured and underinsured. In september 2022, atrium health wake forest baptist was announced as the exclusive medical partner of the new metropolitan village mixed-use redevelopment effort in east winston-salem. Atrium health wake forest baptist will partner with community leaders and liberty atlantic development partners to program 8,000 square feet of community wellness space. In addition to space for health and wellness coaching and nurse navigators who can work directly with residents on their goals and needs, the maya angelou center for health equity, which is part of wake forest university schoo”

“Wake forest health network, llc ("wfhn") is a multi-disciplinary medical practice with more than 80 locations in communities throughout central north carolina. Wfhn provided medical outpatient care services including primary care, pediatrics, women's health, sports medicine, heart health, cancer care, and neurology. During the year ended december 31, 2022, wfhn had approximately 1,032,472 clinic visits. Wfhn has transitioned from the traditional "fee-for-service" model to a patient-centered medical home system providing expanded access, increased coordination of care, enhanced patient education for prevention and treatment of chronic disease, and sophisticated technological support. Wfhn participates in the medicare shared savings program accountable care organizations ("aco") sponsored by the centers for medicare and medicaid services ("cms"). Through the shared savings program, wfhn works with cms to provide medicare fee-for-service beneficiaries with high quality service and care, while reducing the growth in medicare expenditures through enhanced care coordination.”

“Wake air care, llc (dba "aircare") is part of an ems network serving patients in north carolina, virginia, west virginia, tennessee and south carolina. During the year ended december 31, 2022, aircare continued providing medical services utilizing air and mobile ambulances stationed in strategic locations to provide fast, safe transportation for critically ill and injured patients. Aircare treats adults and pediatric patients with a variety of conditions, including trauma, cardiac, stroke and burns. Aircare responds to calls from first responders and hospitals 24 hours a day, and 7 days a week and treats patients at the scene. The crew is certified in several areas of emergency care and have undergone extensive training in advanced airway management, transport physiology, burn and trauma care, pediatrics, and cardiology. The aircraft are equipped with sophisticated life support and patient care equipment.”

“Equity method - affiliates -1,610,162.”