North Carolina Baptist Hospital

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

“Effective july 1, 2010, the governing boards of the filing organization (ncbh), wake forest university ("the university", unrelated to ncbh), wake forest university health sciences ("wfuhs", unrelated to ncbh), and wake forest university baptist medical center (wfubmc) 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 wfu and ncbh. Effective 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 "atrium 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 wfubmc 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 wfubmc (including wfuhs and the wake forest university school of medicine) was established as the academic core of the atrium enterprise responsible for enterprise 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 and 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 of directors and the cmha board of commissioners. The reserved powers of each atrium enterprise participant include the power to approve a change in its governing documents and fundamental business or mission, to develop its strategic plans (which will be generally consistent with those of the entire enterprise) and its capital and operating budgets which strategic plans and budgets must be approved by atrium. Effective may 9, 2022, atrium, advocate aurora health, inc. (aah), and advocate health, inc. (advocate health) entered into a master agreement pursuant to which those parties agreed that atrium and its affiliates, including wfubmc and its affiliates, and aah and its affiliates would become fully functioning parts of a new integrated healthcare delivery and academic system (the "advocate enterprise") to be managed and overseen by advocate health through a joint operating agreement among atrium, aah, and advocate health dated and effective december 2, 2022. In addition, on may 9, 2022, wfubmc, atrium, advocate health, and cmha entered into the wake forest university baptist medical center commitment agreement (the "commitment agreement"), under which the parties ensured all rights and benefits to the wake forest baptist entities and, as applicable, wfubmc under the october 9, 2020 integration agreements (but not including the governing documents of atrium, cmha, and wfbmc) related to the atrium enterprise were preserved in the advocate enterprise, except those rights and benefits that were elevated to advocate health and were modified in the”

“In december 2024, the filing organization's bylaws were amended to remove the investment committee as a standing committee.”

“The filing organization's board of trustees 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 trustees prior to its filing with the irs, along with a report noting the modifications.”

“On an annual basis (and as they arise), all trustees and officers of the filing organization are asked to review the applicable conflicts of interest policy and to describe any potential conflicts of interest they may have. Upon completion of the conflicts of interest survey, the legal department reviews the completed questionnaires on behalf of the filing organization. Any conflicts identified are communicated to the filing organization's chairman of the board and are presented to the medical center governance and compensation committee. All conflicts of interest are resolved by management plans developed by the medical center governance and compensation committee and the internal audit and compliance offices. The medical center governance and compensation committee's chair presents an annual report on conflicts to the full board of the filing organization.”

“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 advocate health, inc. Compensation and benefits committee. The compensation and benefits committee of the advocate 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 (market region). 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(market region) 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 advocate 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.”

“A medical center integration agreement (mcia) was originally entered into in 2010 among four parties: wake forest university (wfu), wake forest university health sciences (wfuhs), wake forest university baptist medical center (wfubmc), and north carolina baptist hospital (ncbh). Pursuant to the terms of the original mcia, the operation of wfuhs and ncbh, and all of the respective subsidiaries of each, is delegated to wfubmc. Additionally, the corporate officers of wfubmc generally serve as the corporate officers of wfuhs and ncbh. The mcia was revised and restated in 2020 to delegate oversight and management authority over wfubmc to atrium health, inc. (ahi). Certain directors and/or corporate officers of wfuhs, ncbh, & wfubmc also serve as directors or corporate officers of ahi and/or of wfu. Wfubmc is related to the filing organization. Wfu, wfuhs, and ahi are unrelated to the filing organization. Thus, certain directors and officers of the filing organization devote hours to related organizations (wfubmc) and/or to unrelated organizations (wfu, wfuhs, and ahi).”

“North carolina baptist hospital (ncbh), the filing organization, is an integral part of atrium health wake forest baptist (ahwfb), a preeminent academic 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 medical center activities in northwest north carolina, including patient care, medical research, technology transfer, and medical education. Wake forest university baptist medical center (wfubmc) is a north carolina nonprofit corporation whose three members are wake forest university, ncbh, and atrium health inc. (ahi) (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, wfubmc, 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 "atrium enterprise"). The atrium enterprise encompasses 40 hospitals, including four children's campuses, and more than 500 care sites, across north carolina, south carolina, georgia, and virginia. Note that the following narrative includes in some of its descriptions the additional operations of the atrium enterprise through 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 (or unrelated but affiliated) to 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, located on three campuses. It operates the wake forest university school of medicine, which has a faculty of over 3,000, including physicians and basic scientists with full or adjunct appointments. In addition to this faculty, the wake forest health network has more than 160 clinical practices throughout central and western north carolina. Atrium health wake forest ba”

“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 seven emergency departments; 11 urgent care locations; 458 physician practices, including primary care and specialty clinics; 28 cancer care locations; and three ambulatory surgery centers. As of december 31, 2024, atrium health wake forest baptist employed 22,478 people, including over 2,000 physicians, 2,700 active medical staff; 3,200 providers aligned through its accountable care organization and clinically integrated network; 1,200 advanced practice providers; and 4,500 nurses. Atrium health wake forest baptist continues to invest in the communities it serves through new and expanded facilities and services. In 2024, the health system opened four new locations in greensboro, north carolina, including a medical office building, an urgent care and family medicine clinic and pediatric clinics. It expanded services in east winston-salem into a historically underserved area and renamed the building the kennedy-hopkins medical building, in memory of two black medical pioneers. Ahwfb broke ground on an outpatient surgery center in winston-salem, north carolina and a multispecialty medical office building and outpatient surgery center in greensboro, north carolina, totaling more than 164,000 square feet of space. For the 2024 calendar year, the atrium health wake forest baptist system had 90,522 acute care bedded discharges; 247,093 emergency department visits; 2,657,461 physician office visits; and 150,789 urgent care visits. In 2024, atrium health wake forest baptist became the first in advocate health to give lecanemab the first fda-approved drug for alzheimer's disease in more than 20 years to a patient. This milestone positions ahwfb as a leader in innovative care and builds on its reputation for bridging academic research with care. Atrium health wake forest baptist became the first and only health system in the carolinas to begin using the only fda-cleared robotic-assisted cochlear implant technology. Cochlear implants can be described as "bionic ears" that are implanted into the inner ear of patients 9 months and older who need advanced help beyond hearing aids to restore hearing. Cochlear implants provide direct electrical stimulation, through the ear, to the hearing centers of the brain. The robotic-assisted insertion system is currently indicated for patients 12 years of age and older who qualify for a cochlear implant. Being at the forefront of technology, atrium health wake forest baptist is one of the select centers to offer the technology with the closest other centers in new jersey, philadelphia and florida. Highlighting its nationally recognized achievements in patient safety and quality, atrium health wake forest baptist davie medical center received its sixth consecutive a grade from the leapfrog group. 2. Outreach atrium health wake forest baptist continues a broad-based effort to reach underserved populations across its service area, which is reflected in its annual community benefits report. For tax year ended december 31, 2024, atrium health wake forest baptist reported it provided community benefits valued at $945 million, including $105 million in ba”

“3. Educational mission and accomplishments the constituent organizations of atrium health wake forest baptist operate a broad range of educational programs, graduating skilled practitioners. Atrium health wake forest baptist and the wake forest university school of medicine attract some of the world's most competitive medical students, residents, and fellows, as well as students in clinical pastoral care, nurse anesthesia, and other areas. Atrium health wake forest baptist medical center was recognized by u.s. News & world report in its list of best hospitals for maternity care. The list classifies the hospital as "high performing," the highest level of achievement. Atrium health wake forest baptist medical center opened the birth center and the dale and karen sisel neonatal intensive care unit (nicu) in 2019. More than 15,000 babies have been born at the birth center, and thousands have been cared for in the level iv nicu, the highest possible designation. As the only health system in the area with specialists in both fertility and high-risk pregnancies, atrium health wake forest baptist offers the region's only complete midwifery program, maternal-fetal medicine specialists, breastfeeding support and access to the full range of maternity services. On the human rights campaign foundation's recently released 2024 healthcare equality index, ahwfb achieved the highest possible designation. Atrium health wake forest baptist medical center was named an lgbtq+ healthcare equality leader and received a perfect score, while 44 other advocate health hospitals across illinois, north carolina and wisconsin received the lgbtq+ healthcare equality high performer designation. In addition, five atrium health wake forest baptist hospitals levine children's brenner children's hospital, davie medical center, high point medical center, lexington medical center and wilkes medical center achieved builder status, which designates facilities with inclusive patient, visitation and employment policies and staff trained in lgbtq+ patient-centered care.”

“The hospital has attached a copy of its consolidated audited financial statements for its calendar year ended december 31, 2024 to the form 990. The consolidated financial statements have been prepared on the accrual basis in conformity with u.s. Generally accepted accounting principles (gaap) and include the assets and operations of all atrium health, inc. Controlled entities, and atrium health wake forest baptist entities (under common management), including: -north carolina baptist hospital (the filing organization) and affiliates, -wake forest university health sciences and affiliates, -wake forest university baptist medical center and affiliates, -charlotte-mecklenburg hospital authority (dba atrium health charlotte) and affiliates, -floyd healthcare management, inc. (dba atrium health floyd) and affiliates, and -navicent health inc. (dba atrium health navicent) and affiliates. All significant intercompany transactions have been eliminated in consolidation.”

“Actuary gains /(losses) 11,729,455. Affiliate gains/( losses) 116,121,133.”