TY 2012 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) Gail Hanson........................................................................ Treasurer/Director	1.00 .......................	X	X
(2) Ann M Benschoter........................................................................ Director	1.00 .......................	X
(3) Mel Blanke........................................................................ Vice Chairperson	1.00 .......................	X	X
(4) Andrea Gavin MD........................................................................ Secretary/Treasurer/Director	1.00 .......................	X	X
(5) Neil Guenther MD........................................................................ Director	1.00 .......................	X
(6) Perry Hahn........................................................................ Director	1.00 .......................	X
(7) Steven Kaplan MD........................................................................ Director	1.00 .......................	X
(8) Joseph F Kempen........................................................................ Director	1.00 .......................	X
(9) Wendy Mikkelson MD........................................................................ Director	1.00 .......................	X
(10) Rev Mary Ann Neevel........................................................................ Director	1.00 .......................	X
(11) Jay Rothman........................................................................ Director	1.00 .......................	X
(12) Charles Wikenhauser........................................................................ Chairperson/Director	1.00 .......................	X	X
(13) Francis I Andres MD........................................................................ Director	1.00 .......................	X
(14) Wayne B Clark........................................................................ Chairperson/Director	1.00 .......................	X	X
(15) Jeffrey C Eckrich........................................................................ Vice Chairperson	1.00 .......................	X	X
(16) Mary Hook PhD RN........................................................................ Director	1.00 .......................	X
(17) Chris Kraemer........................................................................ Director	1.00 .......................	X

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(18) Glenda Lee MD........................................................................ Director	1.00 .......................	X					0	0
(19) Rev Susan Lockman........................................................................ Secretary/Treasurer	1.00 .......................	X	X				0	0
(20) Kenneth Saydel DO........................................................................ Director	1.00 .......................	X					0	0
(21) Paul M Ziehler........................................................................ Director	1.00 .......................	X					0	0
(22) Jeffrey D Bard MD........................................................................ President AMCO/Director	40.00 .......................	X		X			279,471	0
(23) Sandra Ewald........................................................................ Assistant Treasurer	1.00 .......................	X	X				0	0
(24) Robert C Griesser........................................................................ Director	1.00 .......................	X					0	0
(25) Brad W Hahn........................................................................ Exec VP Finance/Chairperson President/Director	.......................40.00	X	X	X			0	681,195
(26) Cathie Kocourek........................................................................ President AMCMC/Director	40.00 .......................	X		X			233,332	0
(27) Mary B Lessuise........................................................................ Director	1.00 .......................	X					0	0
(28) Mark Brower DO........................................................................ Director	1.00 .......................	X					0	0
(29) John Clair........................................................................ Vice Chairperson/Director	1.00 .......................	X	X				0	0
(30) James Santarelli MD........................................................................ Director	1.00 .......................	X					0	0
(31) George Fueredi MD........................................................................ Director	1.00 .......................	X					0	0
(32) Diane Gerlach DO........................................................................ Director	1.00 .......................	X					0	0
(33) Greg Gerber MD........................................................................ Director	1.00 .......................	X					0	0
(34) John Matthews........................................................................ Chairperson	1.00 .......................	X	X				0	0
(35) Kim O'Keefe........................................................................ Director	1.00 .......................	X					0	0
(36) Mike Reitbrock........................................................................ Director	1.00 .......................	X					0	0
(37) Thomas Stuhley........................................................................ Director	1.00 .......................	X					0	0
(38) R Scott Weas........................................................................ Director	1.00 .......................	X					0	0
(39) Jeffrey W Bailet MD........................................................................ President AMG/Director	.......................40.00	X	X	X			0	1,114,186
(40) Alfred J Capelli MD........................................................................ Director	1.00 .......................	X					0	0
(41) Joseph Majewski MD........................................................................ Director	1.00 .......................	X					0	0
(42) Jere McGaffey........................................................................ Director	1.00 .......................	X					0	0
(43) David U Ulery MD........................................................................ Director	1.00 .......................	X					0	0
(44) John Konkel MD........................................................................ Chairperson/Director	40.00 .......................	X	X	X			1,323,794	0
(45) Anne Mattson MD........................................................................ Vice Chairperson/Director	40.00 .......................	X	X				274,652	0
(46) Rajeev Jain MD........................................................................ Director	40.00 .......................	X					908,177	0
(47) Jeffrey Katt MD........................................................................ Director	40.00 .......................	X					367,574	0
(48) Shaibal Mazumdar MD........................................................................ Director	40.00 .......................	X					819,973	0
(49) William Ebinger MD........................................................................ Director	40.00 .......................	X					351,399	0
(50) Scott Fenske MD........................................................................ Director	40.00 .......................	X					324,680	0
(51) Daniel Thompson MD........................................................................ Director	40.00 .......................	X					194,079	0
(52) Thomas Puetz MD........................................................................ Director	40.00 .......................	X					863,624	0
(53) Basil Salaymeh MD........................................................................ Director	40.00 .......................	X					669,301	0
(54) Jacob Frick MD........................................................................ Director	40.00 .......................	X					534,907	0
(55) Scott Kenitz OD........................................................................ Director	40.00 .......................	X					256,050	0
(56) Susan Breakwell........................................................................ Secretary/Director	1.00 .......................	X	X				0	0
(57) MaryKay Carr........................................................................ Vice Chairperson/Director	1.00 .......................	X	X				0	0
(58) David Chapman........................................................................ Treasurer/Director	1.00 .......................	X	X				0	0
(59) Jeannie Hefty........................................................................ Director	1.00 .......................	X					0	0
(60) John Kersey........................................................................ Director	1.00 .......................	X					0	0
(61) Eileen Scharenbroch........................................................................ Chairperson/ Director	1.00 .......................	X	X				0	0
(62) Thelma A Sias........................................................................ Director	1.00 .......................	X					0	0
(63) Michel Gutzeit MD........................................................................ Ex Officio Director	1.00 .......................	X					0	0
(64) Ruric Anderson MD........................................................................ Sr. VP AUWAMG/Chair/President/Director	40.00 .......................	X	X	X			355,518	0
(65) Jake Bidwell MD........................................................................ Director	1.00 .......................	X					0	0
(66) Lynn Gunn........................................................................ Director	1.00 .......................	X					0	0
(67) Jeff Stearns MD........................................................................ Director	1.00 .......................	X					0	0
(68) John Brill MD........................................................................ Director	1.00 .......................	X					0	0
(69) Natasha Hernandez MD........................................................................ Director	1.00 .......................	X					0	0
(70) Eugene Monroe MD........................................................................ President AAH/Director	40.00 .......................	X	X	X			796,022	0
(71) Patrick Falvey........................................................................ Exec VP Chief Integration Officer/Director	.......................	X		X			0	512,260
(72) Dennis Potts........................................................................ Executive VP ASLMC/Director	.......................40.00	X			X		0	440,760
(73) LaRoyce Chambers MD........................................................................ Director	1.00 .......................	X					0	0
(74) Rosemary Smith........................................................................ Director	1.00 .......................	X					0	0
(75) Andrew Dodd MD........................................................................ Director	1.00 .......................	X					0	0
(76) Jeff Bahr MD........................................................................ Director	40.00 .......................	X					354,100	0
(77) Dennis Baumgardner MD........................................................................ Director	1.00 .......................	X					0	0
(78) Byron Crouse MD........................................................................ Director	1.00 .......................	X					0	0
(79) Lori Lenz........................................................................ Director	1.00 .......................	X					0	0
(80) Tina Mason MD........................................................................ Director	1.00 .......................	X					0	0
(81) Elizabeth Petty........................................................................ Director	1.00 .......................	X					0	0
(82) Jackie Tillett CNM ND........................................................................ Director	1.00 .......................	X					0	0
(83) Ellen Danto-Nocton MD........................................................................ Director	1.00 .......................	X					0	0
(84) Steve Bablitch........................................................................ Secretary	1.00 .......................		X				0	0
(85) David Yeager........................................................................ Asst Secretary/Treasurer	1.00 .......................		X				0	0
(86) Mike Lappin........................................................................ Assistant Secretary	1.00 .......................		X				0	0
(87) Richard Kellar........................................................................ President-AWAMC	40.00 .......................		X	X			305,378	0
(88) Gregory Banaszynski........................................................................ Executive VP North Market	.......................40.00			X			0	845,702
(89) Kathleen Skowlund........................................................................ Executive VP-South Market	.......................40.00			X			0	602,056
(90) Peter Carlson........................................................................ President APH Kradwell School	40.00 .......................			X			249,122	0
(91) David Graebner........................................................................ President AMCSC	40.00 .......................			X			282,507	0
(92) Lisa Just........................................................................ President AMCWC	40.00 .......................			X			244,117	0
(93) Carolyn Glocka........................................................................ President-ASLSS, ASMC	40.00 .......................			X			253,918	0
(94) Christine Olson........................................................................ President-AMCK	40.00 .......................			X			262,696	0
(95) Vicki Lewis........................................................................ President-ALMC AMHB	40.00 .......................			X			271,104	0
(96) Daniel Bonk........................................................................ President-AMCS	40.00 .......................			X			468,428	0
(97) Brent Phillips........................................................................ COO Aurora Medical Group	40.00 .......................			X			477,150	0
(98) Bruce Van Cleave MD........................................................................ Chief Medical Officer	.......................			X			0	1,085,700
(99) Mary Beth Kingston........................................................................ Executive VP Chief Nursing Officer/Interim President-AVNA	.......................			X			0	232,633
(100) Richard Klein........................................................................ Executive VP Market Growth Development	.......................40.00			X			0	1,005,143
(101) Cindy Moon-Mogush........................................................................ Sr. VP Internal Communications	.......................40.00			X			0	196,862
(102) Amy Rislov........................................................................ Sr. VP Human Resources	.......................40.00			X			0	293,595
(103) Tanvir Bajwa MD........................................................................ Physician	40.00 .......................				X		2,375,279	0
(104) Anthony Ricci MD........................................................................ Physician	40.00 .......................				X		2,060,356	0
(105) Anjan Gupta MD........................................................................ Physician	40.00 .......................				X		2,177,186	0
(106) Joel Wallskog MD........................................................................ Physician	40.00 .......................				X		1,970,997	0
(107) Kimberly Winburn MD........................................................................ Physician	40.00 .......................				X		1,939,484	0
(108) George Hinton........................................................................ President-ASMC former	1.00 .......................					X	362,941	0

(A) Name and business address	(B) Description of services	(C) Compensation
Diversified Care Inc9401 W Beloit RoadMilwaukeeWI53227	temporary help	9,502,560
BayCare Clinic LLP164 North BroadwayGreen BayWI54303	healthcare services	6,906,484
Milwaukee Regional Medical Center Inc2661 Aviation RoadWaukeshaWI53188	helicoptor ambulance services	3,175,344
Universal MRI Scanning209 Limestone PassCottage GroveWI53527	MRI scanning	3,113,181
Great Lakes Regional PET LLC209 Limestone PassCottage GroveWI53527	PET scanning	2,620,395
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 148

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	22,607,316	17,765,612	4,841,704
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	1,449,571,848	1,379,407,357	70,164,491
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	14,437,228	13,841,601	595,627
9	Other employee benefits .......	231,422,046	220,486,680	10,935,366
10	Payroll taxes ...........	86,697,862	82,478,602	4,219,260
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	211,300		211,300
c	Accounting ...........	2,898		2,898
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	120,936,292	97,942,416	22,993,876
12	Advertising and promotion ....	1,620,607	883,627	736,980
13	Office expenses .......	23,832,137	21,399,700	2,432,437
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	92,030,318	86,158,595	5,871,723
17	Travel ............	5,160,013	4,539,365	620,648
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	7,566,681	7,003,090	563,591
20	Interest ...........	33,431,498	33,004,030	427,468
21	Payments to affiliates .......	503,457,172	124,807,376	378,649,796
22	Depreciation, depletion, and amortization .....	113,334,648	108,493,958	4,840,690
23	Insurance ..............	19,943,757	19,677,149	266,608
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Medical and Other Supplies	451,511,027	449,922,904	1,588,123
b	Equipment Rental and Maintenance	64,905,990	62,636,333	2,269,657
c	Hospital Tax Assessment	81,270,420	81,270,420
d
e	All other expenses	27,841,611	25,205,748	2,635,863
25	Total functional expenses. Add lines 1 through 24e	3,351,792,669	2,836,924,563	514,868,106	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	109,582	1	116,154
2	Savings and temporary cash investments .........	1,270,081,396	2	1,552,646,207
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	434,330,929	4	435,106,812
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............	333,903	7	214,771
8	Inventories for sale or use ..............	30,860,375	8	32,693,292
9	Prepaid expenses and deferred charges ..........	16,562,823	9	19,293,568
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,595,166,843
b	Less: accumulated depreciation .....	10b	1,490,099,228	1,145,280,192	10c	1,105,067,615
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	420,952	13	415,503
14	Intangible assets ...............	14,613,244	14	15,292,874
15	Other assets. See Part IV, line 11 ...........	396,626,000	15	414,400,977
16	Total assets. Add lines 1 through 15 (must equal line 34)......	3,309,219,396	16	3,575,247,773
	17	Accounts payable and accrued expenses .........	329,566,000	17	335,322,566
18	Grants payable .................		18
19	Deferred revenue ................	322,548	19	328,062
20	Tax-exempt bond liabilities .............	1,001,442	20	485,959
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	1,514,927	23	950,567
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	811,046,880	25	93,146,029
26	Total liabilities. Add lines 17 through 25.........	1,143,451,797	26	430,233,183
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	2,040,795,829	27	3,010,897,099
28	Temporarily restricted net assets ...........	109,156,090	28	118,339,400
29	Permanently restricted net assets ...........	15,815,680	29	15,778,091
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	2,165,767,599	33	3,145,014,590
34	Total liabilities and net assets/fund balances ........	3,309,219,396	34	3,575,247,773

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	1,301,697	1,299,299	1,276,924	1,090,884	1,334,918	6,303,722
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3	1,301,697	1,299,299	1,276,924	1,090,884	1,334,918	6,303,722
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.						6,303,722

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..	1,301,697	1,299,299	1,276,924	1,090,884	1,334,918	6,303,722
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..	70,857	90,647	113,358	320,952	188,396	784,210
11	Total support (Add lines 7 through 10).						7,087,932

Gross receipts from related activities, etc. (see instructions) ..................

58,147,748

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

88.940 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

90.080 %

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .		296,001	337,968	500,772	149,620	1,284,361
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......	252,256,815	296,702,562	373,598,515	430,413,445	374,863,517	1,727,834,854
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.	252,256,815	296,998,563	373,936,483	430,914,217	375,013,137	1,729,119,215
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)						1,729,119,215

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...	252,256,815	296,998,563	373,936,483	430,914,217	375,013,137	1,729,119,215
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	12,821				43,153	55,974
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	252,269,636	296,998,563	373,936,483	430,914,217	375,056,290	1,729,175,189

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

100.000 %

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

99.990 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

0 %

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test
Part I Line 3 The majority of the legal entities included in this group return are covered under 170b1Aiii. One legal entity is covered by 170b1Avi. Two legal entities are covered by 509a2. Parts II and III have been updated for the financial information of these latter organizations.

Explanation
Part I Line 3 The majority of the legal entities included in this group return are covered under 170b1Aiii. One legal entity is covered by 170b1Avi. Two legal entities are covered by 509a2. Parts II and III have been updated for the financial information of these latter organizations.

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Aurora Health Care Inc Group Return

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Aurora Health Care Inc Group Return

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	469,430	448,917	1,162,987	1,076,637	800,043
b	Contributions ........	42,308			25,879	470,069
c	Net investment earnings, gains, and losses	30,786	20,513	29,907	120,063	-60,716
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	5,715		743,977	59,592	132,759
f	Administrative expenses ....
g	End of year balance ......	536,809	469,430	448,917	1,162,987	1,076,637

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

64.000 %

Temporarily restricted endowment SchDMd Bullet

36.000 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

Yes

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Yes

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	37,608,848		37,608,848
b	Buildings ................	1,549,845,365	734,417,892	815,427,473
c	Leasehold improvements ............	71,809,017	35,735,870	36,073,147
d	Equipment ................	898,168,836	702,605,707	195,563,129
e	Other .................	37,734,777	17,339,759	20,395,018
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				1,105,067,615

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) Financial derivatives and other financial products
(B) Closely-held equity interests







Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Due from affiliates				161,097,180
(2) Funds held by Aurora Foundation				129,269,872
(3) Investment in joint venture				100,534,919
(4) Funds held by community foundation				4,710,550
(5) Investment in Lab Co-tenancy				3,951,701
(6) Other Miscellaneous Receivables				1,297,671
(7) Other Non-Current Assets				13,539,084


Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				414,400,977

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
Federal income taxes
Due to Affiliates		25,974,635
Asset Retirement Obligation		1,083,511
Other Non-current Liabilities		34,404,922
Long-term Capital Lease		20,360,029
Deferred Rent		1,961,960
Unfunded Pension Liability		9,360,972


Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		93,146,029
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
X	2	There have been no uncertain tax positions recorded in 2012 under FIN 48 ASC 740.

Schedule D (Form 990) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

Yes

200% 250% 300% 350% 400% Other %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

Yes

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

Yes

If "Yes," did the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	29,738,423		29,738,423	0.890 %
b	Medicaid (from Worksheet 3, column a) ....	351,369,564	286,224,623	65,144,941	3.130 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .	12,031,747	6,460,997	5,570,750	0.270 %
d	Total Financial Assistance and Means-Tested Government Programs .	393,139,734	292,685,620	100,454,114	4.290 %
Other Benefits		3,921,591	47,261	3,874,330	0.120 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	3,921,591	47,261	3,874,330	0.120 %
f	Health professions education (from Worksheet 5) ..	28,979,482	11,923,888	17,055,594	0.820 %
g	Subsidized health services (from Worksheet 6) ..	6,384,784	1,023	6,383,761	0.190 %
h	Research (from Worksheet 7)	1,144,456		1,144,456	0.050 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	3,508,393	105,616	3,402,777	0.100 %
j	Total. Other Benefits ..	43,938,706	12,077,788	31,860,918	1.280 %
k	Total. Add lines 7d and 7j .	437,078,440	304,763,408	132,315,032	5.570 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

43,927,637

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

477,308,029

Enter Medicare allowable costs of care relating to payments on line 5.....

561,938,555

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-84,630,526

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2012

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?68 Name, address, and primary website address								Other (Describe)	Facility reporting group
1	Aurora St Lukes Medical Center 2900 West Oklahoma Avenue Milwaukee,WI53215	X	X	X		X	X		A
2	Aurora St Lukes Medical Center South Shore 5900 South Lake Drive Cudahy,WI53110	X	X				X		A
3	Aurora Sinai Medical Center 945 North 12th Street Milwaukee,WI53233	X	X	X			X		A
4	Aurora Medical Center Kenosha 10400 75th Street Kenosha,WI53142	X	X				X	Inpatient Rehab Unit	A
5	Aurora Lakeland Medical Center W3985 County Road NN Elkhorn,WI53121	X	X				X	Inpatient Rehab Unit	A
6	Aurora Memorial Hospital of Burlington 252 McHenry Street Burlington,WI53105	X	X				X		A
7	Aurora Medical Center Summit 36500 Aurora Drive Summit,WI53066	X	X				X		A
8	Aurora BayCare Medical Center 2845 Greenbrier Road Green Bay,WI54311	X	X	X	X		X		A
9	West Allis Memorial Hospital 8901 West Lincoln Avenue West Allis,WI53227	X	X				X		A
10	Aurora Sheboygan Memorial Medical Center 2629 North 7th Street Sheboygan,WI53083	X	X				X		A
11	Aurora Medical Center of Oshkosh 855 North Westhaven Drive Oshkosh,WI54904	X	X				X		A
12	Aurora Medical Center Manitowoc County 5000 Memorial Drive Two Rivers,WI54241	X	X				X		A
13	Aurora Medical Center Washington County 1032 East Sumner Street Hartford,WI53027	X	X				X		A
14	Aurora Psychiatric Hospital 1220 Dewey Avenue Wauwatosa,WI53213	X							A
15	Franklin Urgent Care 9200 West Loomis Road Franklin,WI53132							Outpatient Physician Clinic	A
16	Franklin Imaging Center 9200 West Loomis Road Franklin,WI53132							Outpatient Diagnostic Clinic	A
17	Aurora Rehabilitation Center 2000 East Layton Avenue St Francis,WI53221							Outpatient Rehab Center	A
18	Aurora Rehabilitation Center 3738 South 60th Street Milwaukee,WI53220							Outpatient Rehab Center	A
19	Aurora Rehabilitation Center 4111 West Mitchell Street Milwaukee,WI53204							Outpatient Rehab Center	A
20	Aurora Rehabilitation Center 9200 West Loomis Road Franklin,WI53132							Outpatient Rehab Center	A
21	Aurora Wiselives Clinic 8320 West Bluemound Road Wauwatosa,WI53213							Outpatient Physician Clinic	A
22	Walkers Point Community Clinic 130 West Bruce Street Milwaukee,WI53204							Outpatient Physician Clinic	A
23	Sports Medicine Institute 6255 North Santa Monica Blvd Whitefish Bay,WI53217							Physicial Therapy Rehab	A
24	Sports Medicine Institute 19601 West Bluemound Road Brookfield,WI53045							Physicial Therapy Rehab	A
25	Sports Medicine Institute 1249 Liebau Road Mequon,WI53092							Physicial Therapy Rehab	A
26	Sports Medicine Institute 1575 North RiverCenter Drive Milwaukee,WI53212							Physicial Therapy Rehab	A
27	Sports Medicine Institute W231 N1440 Corporate Court Waukesha,WI53186							Physicial Therapy Rehab	A
28	Downtown Urgent Care and Imaging 946 North Van Buren Street Milwaukee,WI53202							OP Clinic and Diagnostic Center	A
29	The Healing Center at Walker's Point 130 West Bruce Street Milwaukee,WI53204							Outpatient Physician Clinic	A
30	Aurora Sleep Disorders 4448 West Loomis Road Greenfield,WI53221		X					Sleep Disorders	A
31	Aurora Sleep Disorders 10602 North Port Washington Rd Mequon,WI53092							Sleep Disorders	A
32	Aurora Rehabilitation Center 2801 South Moorland Road New Berlin,WI53151							Outpatient Rehab Center	A
33	Vince Lombardi Cancer Center 5300 Memorial Drive Two Rivers,WI54241							Radiation Oncology Services	A
34	Aurora Surgery Center 8400 Washington Avenue Racine,WI53406							Ambulatory Surg Diag Ctr	A
35	Aurora Rehabilitation Center 7300 Washington Avenue Racine,WI53406							Outpatient Rehab Center	A
36	Aurora Rehabilitation Center 830 East Geneva Street Delavan,WI53115							Outpatient Rehab Center	A
37	Aurora Rehabilitation Center 300 McCanna Parkway Burlington,WI53105							Outpatient Rehab Center	A
38	Aurora Surgery Center W231 N1440 Corporate Court Waukesha,WI53186							Ambulatory Surgery Center	A
39	Vince Lombardi Cancer Center 1222 North 23rd Street Sheboygan,WI53081							Radiation Oncology Services	A
40	Aurora Womens Pavilion 4203 West Oakwood Park Court Franklin,WI53132							Womens Health Services	A
41	Aurora Rehabilitation Center 712 Doctors Court Oshkosh,WI54901							Rehab Center, Sleep Lab	A
42	Aurora Surgery Center 210 Wisconsin American Dr Hwy 23 Fond du Lac,WI54937							Ambulatory Surgery Center	A
43	Aurora Rehabilitation Center 1640 East Sumner Street Hartford,WI53027							Rehab Services	A
44	Aurora Rehabilitation Center 1048 East Commerce Street Slinger,WI53086							Rehab Services	A
45	Aurora Rehabilitation Center 1100 Gateway Court West Bend,WI53095							Rehab Services/Cardiac Rehab	A
46	Aurora Adult Day Center 1022 Sell Drive Hartford,WI53027							Adult Day Care Center	A
47	Aurora Rehabilitation Center 5300 Memorial Drive Two Rivers,WI54241							Outpatient Rehab Facility	A
48	Aurora Rehabilitation Center 3821 Dewey Street Manitowoc,WI54220							Outpatient Rehab Facility	A
49	Aurora BayCare Medical Center West 2253 West Mason Street Green Bay,WI54303		X					OP Surgery/Urgent Care	A
50	Aurora BayCare Medical Center Ortho Complex 1160 Kepler Drive Green Bay,WI54311							Sports Med/OP Rehab	A
55	Aurora Rehabilitation Center 1020 North 35th Street Kenosha,WI53140							Outpatient Rehab facility	A
56	Aurora Rehabilitation Center 7610 Pershing Boulevard Kenosha,WI53143							Outpatient Rehab facility	A
57	Aurora Rehabilitation Center 1136 Westtowne Drive Neenah,WI54956							Outpatient Rehab facility	A
58	Aurora Rehabilitation Center 900 East Division Street Wautoma,WI54982							Outpatient Rehab facility	A
59	Vince Lombardi Cancer Summit 36500 Aurora Drive Oconomowoc,WI53066							Radiation Oncology	A
60	Vince Lombardi Cancer Slinger 1061 East Commerce Boulevard Slinger,WI53086							Radiation Oncology	A
61	Aurora Oncology South 2801 West Kinickkinick Parkway Milwaukee,WI53215							Radiation Oncology	A
62	Aurora Oncology West 1055 North Mayfair Road Wauwatosa,WI53226							Radiation Oncology	A
63	Aurora Oncology Kenosha 10400 75th Street Kenosha,WI53142							Radiation Oncology	A
64	Aurora Oncology Waukesha N14 W23833 Stone Ridge Drive Waukesha,WI53188							Radiation Oncology	A
65	Aurora Oncology Racine 1151 Warwick Drive Racine,WI53406							Radiation Oncology	A
66	Aurora Oncology East 4655 N Port Washington Road Ste 200 Glendale,WI53212							Radiation Oncology	A
67	Aurora Oncology Burlington 116 North Dodge Street Suite 8 Burlington,WI53105							Radiation Oncology	A
68	Aurora Oncology Franklin 7322 Rawson Avenue Franklin,WI53132							Radiation Oncology	A
69	Aurora Oncology West Allis 8091 West Lincoln Drive West Allis,WI53227							Radiation Oncology	A
70	Aurora Oncology Grafton 975 North Port Washington Road Grafton,WI53024							Radiation Oncology	A
71	Aurora Infusion Good Hope Road 3003 West Good Hope Road Milwaukee,WI53209							Radiation Oncology	A
72	Aurora Infusion Menomonee Falls N84 W16889 Menomonee Avenue Menomonee Falls,WI53051							Radiation Oncology	A

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	A
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ........

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 0000000002.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 0000000004.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17	Yes
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ............................

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

Yes

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?4
Name and address		Type of Facility (describe)
1	Aurora Visiting Nurse Association of Wisconsin 11333 National Avenue West Allis,WI53227	home care, durable medical equip, iv therapy provider
2	Aurora Medical Group 3000 West Montana Street Milwaukee,WI53215	physician clinics in 115 locations
3	Aurora Advanced Healthcare 3003 West Good Hope Road Glendale,WI53209	physician clinics in 28 locations
4	Aurora UW Academic Medical Group 1020 North 12th Street Milwaukee,WI53233	academic and teaching
5
6
7
8
9
10

Schedule H (Form 990) 2012

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; Part V, Section A; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.
8	Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.

Identifier	ReturnReference	Explanation
Part I Line 6a		The hospital organizations included in this group return do not prepare individual community benefit reports. Rather, all hospitals are included in the consolidated annual community benefit report of the corporate parent, Aurora Health Care, Inc. EIN 39-1442285. The 2012 community benefit report is available for review at www.aurora.org/commbenefits.
Part III Line 8		All of the shortfall on line 7 should be treated as community benefit. The amount reported on line 6 utilizes the cost to charge ratio of the most recently filed cost reports for the hospitals included in this group return.
Part III Line 9b		Specific to the uninsured and medically-indigent patient populations, the organizations practice is to thoroughly evaluate the patients ability to pay. For the uninsured patient, an assessment of income and family size is compared to the Federal Poverty Limits to determine the percentage of discount. The medically-indigent patient is offered the same reveiw of ability to pay, with the added review of assets. Patients are expected to repay the residual debt at an amount that does not exceed 10 of the gross household income. After five years of payments, the remaining balance is forgiven.
Part V		Line 20, for all facilities listed The maximum amount to be billed to FAP-eligible individuals for emergency or other medically-necessary care is 85 of gross charges, which represents the inverse of the highest discount provided to commercial payors.
Part VI Line 2		Since 2003, Aurora Health Care, Inc. AHC, the corporate parent of all entities in this group return, has collaborated with local health departments to survey residents on their health status and habits. This survey has been repeated every three years to gather information based on behavioral and lifestyle habits, health conditions, risk factors, and demographics to identify themes, trends, and disparities and to compare to state and national measurements. To date, the reports have been part of a comprehensive survey of eastern Wisconsin to identify areas of greatest need and produce a report of findings that is shared with the communities at large more information at www.aurora.org/commhealth. The findings serve as an instrument through which the municipal health departments engage community participation to generate community health improvement plans aligned with Healthy Wisconsin 2010 and Healthy Wisconsin 2020. During 2011, eight of AHCs hospitals formed partnerships with other health systems to conduct these surveys in 2012.
Part VI Line 3		The organizations financial counselors meet with every patient or patients family who presents for services and has no insurance, with the purpose of sharing options for coverage under federal, state, or local government programs, as well as AHCs internal patient financial assistance program. The financial counselor will assist the patient and patients family in preparing the paperwork to apply for any government coverage and/or AHCs internal financial assistance. Notices regarding the eligibility for assistance under federal, state, or local government programs, or under AHCs financial assistance program, are also posted in the admission offices and patient waiting areas. Some program information can also be viewed on line at www.aurorahealthcare.org/contactus/helping-hand/index.asp.
Part VI Line 4		A detailed description of the community served by each hospital organization included in this group return can be found in the 2013 community health needs assessment. These assessments will be available for review by January 1, 2014 at www.aurora.org/commbenefits.
Part VI Line 4		Aurora Health Care Metro, Inc. three hospitals and Aurora Psychiatric Hospital, Inc., serving the residents of Milwaukee County. Milwaukee is the largest city in Milwaukee County and the State of Wisconsin, and is among the 30 most-populous cities in the United States. According to the 2010 census, Milwaukee County has a total population of 947,735, of which 27 are African-American and 13 are persons of Latino or Hispanic origin. The city of Milwaukee is a business, transportation, cultural, and academic hub for the state. Milwaukee is rich in resources and cultural diversity, however it also has concentrated areas of poverty and unemployment these areas have the most pronounced health disparities. In Milwaukee County, property and violent crimes tend to be higher than the Wisconsin average.
Part VI Line 4		Aurora Health Care Southern Lakes, Inc. four hospitals serving the rural and urban populations in Racine, Kenosha, Walworth, and Waukesha Counties. Racine County has a population of 195,408, of which 11 are African-American and 12 are Hispanic or Latino. Kenosha County has a population of 166,426, of which 7 are African-American and 12 are Hispanic or Latino. Walworth County has a population of 102,228, of which 1 is African-American and 10 are Hispanic or Latino. Waukesha County has a population of 390,891, of which 1 are African-American and 4 are Hispanic or Latino. The median household income ranges from 51,000 to 55,000.
Part VI Line 4		West Allis Memorial Hospital, Inc. one hospital serving an urban and suburban population in western Milwaukee County. Population of the primary service areas is 64,617, of which 10 are Hispanic or Latino, 4 are African-American, and 1 are Asian. The medican household income of the service area is just over 42,000.
Part VI Line 4		Aurora Medical Center of Washington County, Inc. one hospital serving a rural population of 126,317. The median household income is 60,000, which is above the Wisconsin average.
Part VI Line 4		Aurora Health Care Central, Inc. one hospital serving a rural and urban population. The population of the primary service area is 115,507, of which 6 are Hispanic or Latino, 5 are Asian, and 2 are African-American.
Part VI Line 4		Aurora Medical Center of Oshkosh, Inc. one hospital serving and urban and rural population in Winnebago County. The County has a population of 166,994, of which 4 are Hispanic or Latino, 2 are Asian, and 2 are African-American.
Part VI Line 4		Aurora Health Care North, Inc. one hospital serving the rural population of Manitowoc County. The County has a population of 81,442.
Part VI Line 5		Provided 400,000 of direct financial support for three federally-qualified health centers in Milwaukee County. Owned, operated, and/or supported six community-based and free clinics in Milwaukee County, through direct contributions and ancillary services, providing more than 22,000 patient visits annually. Offered clinics in the inner city of Milwaukee, providing midwifery services and holistic OB GYN care for women who live in areas with the highest infant mortality rates, health education, management of chronic illnesses, disease prevention, and healthy lifestyles. Supported a center for ongoing healing of vicitms of sexual violence at any point in their healing process, provided in both English and Spanish to 665 survivors, with outreach to over 3,100 people. Filled 1,700 pharmaceutical prescriptions for people who could not afford their medications. Provided over 175,000 in taxi vouchers and bus tickets for patients without resources to transport to a clinic. Provided nurse case management and community partner advocacy for women who experience intimate-partner abuse during prenatal, natal, and post-natal stages of pregnancy.
Part VI Line 5		Provided behavioral health services for students with issues in traditional school settings, supported by 900 teachers, social workers, and administrators, and over 39,000 in student scholarships. Twenty ongoing community support groups including Alcoholics Anonymous, Gamblers Anonymous, and other addiction recovery. Provided craniosacral training workshops for behavioral health therapists.
Part VI Line 5		Supported the Wiselives Clinic, which integrates complementary and alternative medicine with more conventional treatments. Provided diagnostic radiology and lab services free of charge to low income and uninsured patients at the free clinics in the greater MIlwaukee area. Provided support to free clinics and federally-qualified health centers in Racine, Kenosha, Walworth, and Waukesha Counties, as well as supporting trainings and equipment maintenence for the Emergency Medical Support teams in the same counties. Provided procedures mammograms, breast ultrasounds, and computer-assisted diagnostics to uninsured and financially disadvanaged women who need mammograms for early detection of breast cancer.
Part VI Line 5		Supported numerous outreach programs a school-based free clinic in Green Bay free clinics in Marinette, Green Bay, and Door County multiple food pantries multiple programs through the YMCA, including Fit Families Meals on Wheels in Manitowoc County community prenatal and new parent classes educational materials for local teachers to act as health care liasons and a Salvation Army free clinic in Sheboygan.
Part VI Line 6		AHCs integrated health care system includes hospitals, physician groups and clinics, pharmacies, home care, home hospice, and social services throughout eastern Wisconsin and northern Illinois, providing inpatient care, outpatient and ambulatory services, urgent care, primary care, and specialist services for the diverse populations in the communities in which they reside. The services and roles of the hospitals included in this group return were noted in the supplemental information for Part VI, line 6.
Part VI Line 6		Aurora Health Care, Inc., the corporate parent of the hospitals included in Schedule H, provided over 15 million in community benefit programs and services in 2012 in all of the communities in which its affiliates reside. Included within these community benefit costs are integrated progams that provide direct services
Part VI Line 6		Aurora Family Service, Inc., a 501c3 entity, provides family and behavioral health counseling, community mental health partnerships, parenting services, elder services, and consumer credit counseling services across the metropolitan MIlwaukee area. In 2012, provided 295,000 in charity care and 3,220,000 in community benefit outreach services.
Part VI Line 6		Visiting Nurse Association of Wisconsin, Inc. VNA, a 501c3 entity, is committed to keeping people independent in their homes, and is a comprehensive source of home care services in eastern Wisconsin. The VNA operates an adult day center, which provides services to low-income aging persons of color, with a full range of daily services and activities. In 2012, the VNA provided 547,000 in charity care and 170,000 in community benefit outreach services.
Part VI Line 6		Aurora Medical Group, Inc., a 501c3 entity, contributed over 2,418,000 in community outreach programs.
Part VI Line 6		Aurora Consolidated Labs provides pro-bono laboratory services for free clinics throughout eastern Wisconsin.
Part VI Line 6		Aurora Foundation, Inc. provides grant research and grant writing services for community health initiatives.
Part VI, Line 7		WI

Schedule H (Form 990) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Gregory BanaszynskiExecutive VP North Market	(i) (ii)	448,513	392,751	4,438	6,415	16,329	868,446
(2)Jeffrey D Bard MDPresident AMCO/Director	(i) (ii)	247,225	31,431	815	7,500	18,249	305,220
(3)Brad W HahnExec VP Finance/Chairperson President/Director	(i) (ii)	375,462	303,776	1,957	98,493	18,249	797,937
(4)Cathie KocourekPresident AMCMC/Director	(i) (ii)	210,513	20,873	1,946	10,570	12,774	256,676
(5)Kathleen SkowlundExecutive VP-South Market	(i) (ii)	390,905	202,923	8,228	11,250	12,774	626,080
(6)Jeffrey W Bailet MDPresident AMG/Director	(i) (ii)	609,597	112,503	392,086	7,500	18,249	1,139,935
(7)John Konkel MDChairperson/Director	(i) (ii)	1,248,269	43,210	32,315	11,250	18,249	1,353,293
(8)Anne Mattson MDVice Chairperson/Director	(i) (ii)	255,615		19,037	7,500	6,873	289,025
(9)Rajeev Jain MDDirector	(i) (ii)	731,427		176,750	11,250	18,249	937,676
(10)Jeffrey Katt MDDirector	(i) (ii)	343,943		23,631	7,500	18,249	393,323
(11)Shaibal Mazumdar MDDirector	(i) (ii)	802,026		17,947	7,500	18,249	845,722
(12)William Ebinger MDDirector	(i) (ii)	278,399		73,000	11,250	18,249	380,898
(13)Scott Fenske MDDirector	(i) (ii)	290,738		33,942	7,500	18,249	350,429
(14)Daniel Thompson MDDirector	(i) (ii)	176,653		17,426	5,929	18,249	218,257
(15)Thomas Puetz MDDirector	(i) (ii)	845,874		17,750	3,750	18,249	885,623
(16)Basil Salaymeh MDDirector	(i) (ii)	549,705		119,596	7,500	18,249	695,050
(17)Jacob Frick MDDirector	(i) (ii)	504,598		30,309	11,250	12,774	558,931
(18)Scott Kenitz ODDirector	(i) (ii)	186,820	10,000	59,230	10,562	18,249	284,861
(19)Ruric Anderson MDSr. VP AUWAMG/Chair/President/Director	(i) (ii)	325,384	29,034	1,100	7,500	17,940	380,958
(20)Peter CarlsonPresident APH Kradwell School	(i) (ii)	220,057	27,955	1,110	7,500	11,814	268,436
(21)David GraebnerPresident AMCSC	(i) (ii)	244,221	37,044	1,242	7,500	18,249	308,256
(22)Lisa JustPresident AMCWC	(i) (ii)	206,559	36,527	1,031	7,500	18,249	269,866
(23)George HintonPresident-ASMC former	(i) (ii)	275,522	34,759	52,660	2,500	16,143	381,584
(24)Carolyn GlockaPresident-ASLSS, ASMC	(i) (ii)	229,869	20,873	3,176	5,674	12,774	272,366
(25)Richard KellarPresident-AWAMC	(i) (ii)	274,851	27,862	2,665	11,250	11,814	328,442
(26)Christine OlsonPresident-AMCK	(i) (ii)	241,234	18,016	3,446	7,500	12,774	282,970
(27)Vicki LewisPresident-ALMC AMHB	(i) (ii)	239,556	23,880	7,668	7,500	17,289	295,893
(28)Daniel BonkPresident-AMCS	(i) (ii)	324,789	140,473	3,166	3,736	18,249	490,413
(29)Brent PhillipsCOO Aurora Medical Group	(i) (ii)	425,685	50,001	1,464	7,115	18,249	502,514
(30)Tanvir Bajwa MDPhysician	(i) (ii)	1,906,344	7,500	461,435	7,500	16,329	2,399,108
(31)Anthony Ricci MDPhysician	(i) (ii)	2,051,476	7,500	1,380	7,500	18,249	2,086,105
(32)Eugene Monroe MDPresident AAH/Director	(i) (ii)	672,129	112,086	11,807	10,717	12,774	819,513
(33)Anjan Gupta MDPhysician	(i) (ii)	2,064,392	7,500	105,294	7,500	17,035	2,201,721
(34)Joel Wallskog MDPhysician	(i) (ii)	1,963,167		7,830	7,500	18,249	1,996,746
(35)Kimberly Winburn MDPhysician	(i) (ii)	855,019	10,000	1,074,465	5,000	18,249	1,962,733
(36)Patrick FalveyExec VP Chief Integration Officer/Director	(i) (ii)	279,427	231,902	931	72,162	18,249	602,671
(37)Bruce Van Cleave MDChief Medical Officer	(i) (ii)	595,430	482,746	7,524	7,500	12,774	1,105,974
(38)Mary Beth KingstonExecutive VP Chief Nursing Officer/Interim President-AVNA	(i) (ii)	178,816	40,000	13,817	5,177	2,956	240,766
(39)Richard KleinExecutive VP Market Growth Development	(i) (ii)	419,492	381,573	204,078	113,197	18,249	1,136,589
(40)Cindy Moon-MogushSr. VP Internal Communications	(i) (ii)	164,780	20,626	11,456	5,712	18,249	220,823
(41)Dennis PottsExecutive VP ASLMC/Director	(i) (ii)	339,092	98,431	3,238	11,250	12,774	464,785
(42)Amy RislovSr. VP Human Resources	(i) (ii)	253,388	31,411	8,796	7,500	18,249	319,344
(43)Jeff Bahr MDDirector	(i) (ii)	335,411		18,689	10,857	18,249	383,206

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
I	7	Written incentive compensation plans for certain management levels are awarded based on the organizations annual patient experience, care management, and financial performance results. Written incentive compensation plans for certain physician groups are awarded based on the organizations annual patient experience, care management, certification of electronic health record, and financial performance results.

Schedule J (Form 990) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Kumkum Chattopadhyay	spouse of board member	34,714	gross wages		No
(2) Melinda Bonilla-Puetz	spouse of board member	71,231	gross wages		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Types of Property

	(a) Check if applicable	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining noncash contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......	X	28,763	fair value
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( gift items )	X	30,969	fair value
26 Other ( tickets )	X	5,000	fair value
27 Other ( furniture )	X	30,651	fair value
28 Other ( food beverages )	X	7,685	fair value

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) (2012)

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Identifier	Return Reference	Explanation
		Form 990 Part VI Section A Line 6 Members of the org The organizations included in this group return are all non-stock, nonprofit corporations with a sole corporate member of Aurora Health Care, Inc. AHC EIN 39-1442285.
		Form 990 Part VI Section A Line 7a Appointing members The CEO of AHC may recommend members of the governing bodies of the organizations included in this group return. All board members of the organizations included in this group return must be approved by the Board of AHC.
		Form 990 Part VI Section A Line 7b Right to approve decisions Certain decisions of the governing bodies of the organizations included in this group return are subject to approval by AHC.
		Form 990 Part VI Section B Line 11b Review of the 990 The 2012 Form 990 was reviewed by the Chair of the Audit Committee of AHCs Board of Directors. The governing bodies of the organizations in this group return have approved the review of the Form 990 by the Audit Committee, as AHC has financial oversight over the operations of the organizations included in this group return. Senior management of AHC also reviewed the Form 990.
		Form 990 Part VI Section B Line 12c Conflict of Interest Officers, directors, and key employees are required to complete a Conflict of Interest Statement on an annual basis. AHC Leadership reviews these statements for compliance with the established policy. When a conflict is discovered, the governing body determines if such a conflict warrants a restriction on the capacity of the board member or key employee involved.
		Form 990 Part VI Section B Line 15a b Process of determining compensation Annually, AHC completes a competitive marketplace benchmark comparison study of compensation for its leadership positions. As part of the marketplace study, AHC utilizes the services of an international human resources consulting organization, which performs a compensation study for the leadership positions. This compensation study compares AHCs compensation with other organizations that are of comparable revenue size and job content. This compensation study consists of a blend of national for-profit and non-profit health care systems with revenue and job content comparable to AHCs. For those positions that are portable across different business lines ie, Finance, IT, competitive benchmark data will include non-healthcare employers with revenues and job content comparable to AHC. The Compensation Committee of the AHC Board has delegated the authority to the President and CEO of AHC to establish appropriate compensation levels for leadership positions at all organizations included in this group return.
		Form 990 Part VI Section C Line 19 Availability of documents The Articles of Incorporation for all organizations included in this group return are on file with the State of Wisconsin, Department of Financial Institutions. Any significant changes to the bylaws are attached to the Form 990 in the year the change was effective. The financial statements of most organizations included in this group return are on file with the State of Wisconsin, Department of Safety and Professional Services. Abbreviated financial information is available, at a consolidated AHC level, on the AHC website.
		Form 990 Part XI Line 9 Other changes in net assets Other changes in net assets includes transfers among AHC affiliates, changes in equity interests in affiliated and non-affiliated foundations, restricted contributions, and the adjustment for the accounting treatment of building leases.
		Form 990 Part IV Line 12a Audit report A separate, independent audit report is prepared for only one organization included within this group return, West Allis Memorial Hospital, Inc.
		Form 990 Part V Line 3b Unrelated business income Aurora Health Care Inc. Group Return is not required to file a Form 990-T, however three of the organizations included within this group return file a Form 990-T.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Aurora Health Care Inc Group Return

Employer identification number

61-1649250

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) Midwest Area Physicians LLC 3031 West Montana Street Milwaukee,WI53215 26-4323839	physician services	WI	56,285,301	1,566,908	N/A
(2) Aurora Quick Care LLC 3031 West Montana Street Milwaukee,WI53215 20-0580790	health services	WI	2,465,288	593,459	Aurora Medical Group Inc

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) AMG Illinois Ltd 3031 West Montana Street Milwaukee,WI53215 26-4041287	physician services	IL	501c3	170b1Aiii	Aurora Medical Group Inc	Yes
(2) Kradwell School Inc 1220 Dewey Avenue Wauwatosa,WI53213 26-1516765	school	WI	501c3	170b1Aiii	Aurora Health Care Inc	Yes
(3) Aurora Health Foundation Inc 750 West Virginia Street Milwaukee,WI53215 93-0828294	fund raising	WI	501c3	170b1Avi	Aurora Health Care Central Inc	Yes
(4) Aurora Health Care Inc 750 West Virginia Street Milwaukee,WI53215 39-1442285	support services	WI	501c3	509ac	N/A		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) BayCare Aurora LLC 3031 West Montana Street Milwaukee,WI53215 39-1947472	hospital	WI	N/A	Related	379,822,130	192,107,402		No	40,098		No	61.880 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Aurora Health Care Inc	d	79,249,925	fair value
(2) Aurora Health Care Inc	p	381,598,278	fair value
(3) Kradwell School Inc	q	170,054	actual cost

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:	12000057
Software Version:	12.19.1011.1

- TIN:

TY 2012 AffiliateListing

Name:

Aurora Health Care Inc Group Return

EIN: 61-1649250

Software ID:12000057

Software Version:12.19.1011.1

Name	Address	EIN	Name control
Visiting Nurse Association of Wisconsin Inc	750 West Virginia Street Milwaukee, WI 532041539	39-0806180	VISI
Aurora Health Care Metro Inc	750 West Virginia Street Milwaukee, WI 532041539	39-0806181	AURO
Aurora Health Care Southern Lakes Inc	750 West Virginia Street Milwaukee, WI 532041539	39-0806347	AURO
Aurora Psychiatric Hospital Inc	750 West Virginia Street Milwaukee, WI 532041539	39-0872192	AURO
Aurora Health Care Central Inc	750 West Virginia Street Milwaukee, WI 532041539	39-0930748	AURO
West Allis Memorial Hospital Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1022464	WEST
Aurora Medical Center of Oshkosh Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1027676	AURO
Aurora UW Academic Medical Group Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1136738	AURO
Aurora Medical Center of Washington County Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1150165	AURO
Aurora Medical Center of Manitowoc County Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1211629	AURO
Aurora Advanced Healthcare Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1595302	AURO
Aurora Medical Group Inc	750 West Virginia Street Milwaukee, WI 532041539	39-1678306	AURO

1	Briefly describe the organization’s mission or most significant activities: The mission of Aurora Health Care and its affiliates is to promote health, prevent illness, and provide state-of-the-art diagnosis and treatment. Aurora is committed to improving the quality of health care and health outcomes, and providing services that are affordable and accessible.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	94
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	36
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	26,012
6	Total number of volunteers (estimate if necessary) .............	6	2,512
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	774,143
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	7,593,810	6,734,389
9	Program service revenue (Part VIII, line 2g) .........	3,471,011,044	3,494,947,162
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	328,350	63,059,287
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	29,531,064	28,176,230
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	3,508,464,268	3,592,917,068
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...		0
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	1,802,036,789	1,804,736,300
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	1,558,504,097	1,547,056,369
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	3,360,540,886	3,351,792,669
19	Revenue less expenses. Subtract line 18 from line 12.......	147,923,382	241,124,399
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	3,309,219,396	3,575,247,773
21	Total liabilities (Part X, line 26).............	1,143,451,797	430,233,183
22	Net assets or fund balances. Subtract line 21 from line 20.....	2,165,767,599	3,145,014,590

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 2,836,924,563 including grants of $ ) (Revenue $ )
	The organizations included in this group return provide health promotion, diagnosis, and treatment services to the residents of eastern Wisconsin. Such services include cardiology, cancer treatment, hyperbaric medicine, neuroscience, 24-hour emergency care, general surgery, orthopedics, womens health and obstetrics, digestive diseases, geriatric services, physical rehabilitation, mental health, substance abuse, ambulatory care, home health care, home hospice care, IV therapy and pharmaceuticals, respiratory therapy, medical equipment on a per-use basis, and medical education and teaching oversight. In 2012, these organizations provided 373,685 days of total inpatient care, and 5,641,211 outpatient visits. Care is provided to patients who meet certain criteria under the charity care policy, or at amounts less than established rates. In 2012, forgone charges for charity care of 130,370,170 was provided for patients who meet certain criteria under the charity care policy.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses2,836,924,563

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	22,607,316	7,010,092

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a		729,824
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		26,261
e	Government grants (contributions)1e		923,839

f	All other contributions, gifts, grants, and similar amounts not included above1f		5,054,465

g	Noncash contributions included in lines 1a-1f:$		103,068
h	Total. Add lines 1a-1f.......			6,734,389
			Business Code
2a	Net Program Service Revenue		900099	3,427,489,594	3,427,489,594
b	Income from Hospital Services		900099	39,865,409	39,825,311	40,098
c	Rental Income		531120	12,214,178			12,214,178
d	Cafeteria Sales		722210	8,395,362			8,395,362
e	Membership Dues		713940	1,135,306	1,135,306
f	All other program service revenue .			5,847,313	5,847,313
g	Total. Add lines 2a–2f........			3,494,947,162
3	Investment income (including dividends, interest, and other similar amounts).......			1,040,829			1,040,829
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory		66,281,282
b	Less: cost or other basis and sales expenses		4,262,824
c	Gain or (loss)		62,018,458
d	Net gain or (loss)..........			62,018,458
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a		37,655,034
b	Less: cost of goods sold ..b		20,574,165
c	Net income or (loss) from sales of inventory..			17,080,869	16,900,057	180,812
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....			13,924,229	13,370,996	553,233
e	Total. Add lines 11a–11d ......			11,095,361
12	Total revenue. See Instructions......			3,592,917,068	3,501,739,709	774,143	21,650,369


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			109,582	1	116,154
2	Savings and temporary cash investments .........			1,270,081,396	2	1,552,646,207
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			434,330,929	4	435,106,812
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			333,903	7	214,771
8	Inventories for sale or use ..............			30,860,375	8	32,693,292
9	Prepaid expenses and deferred charges ..........			16,562,823	9	19,293,568
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	2,595,166,843
b	Less: accumulated depreciation .....	10b	1,490,099,228	1,145,280,192	10c	1,105,067,615
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			420,952	13	415,503
14	Intangible assets ...............			14,613,244	14	15,292,874
15	Other assets. See Part IV, line 11 ...........			396,626,000	15	414,400,977
16	Total assets. Add lines 1 through 15 (must equal line 34)......			3,309,219,396	16	3,575,247,773
17	Accounts payable and accrued expenses .........			329,566,000	17	335,322,566
18	Grants payable .................				18
19	Deferred revenue ................			322,548	19	328,062
20	Tax-exempt bond liabilities .............			1,001,442	20	485,959
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			1,514,927	23	950,567
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			811,046,880	25	93,146,029
26	Total liabilities. Add lines 17 through 25.........			1,143,451,797	26	430,233,183
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			2,040,795,829	27	3,010,897,099
28	Temporarily restricted net assets ...........			109,156,090	28	118,339,400
29	Permanently restricted net assets ...........			15,815,680	29	15,778,091
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			2,165,767,599	33	3,145,014,590
34	Total liabilities and net assets/fund balances ........			3,309,219,396	34	3,575,247,773