TY 2014 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) MARILOUISE VENDITTI MD........................................................................ PRESIDENT - TRUSTEE	55.0 .......................0.0	X	X		0	489,652	70,930
(2) ALEXANDER ONOPCHENKO MD........................................................................ SECRETARY - TRUSTEE	55.0 .......................0.0	X	X		630,620	0	43,996
(3) JAMES P NOLAN JR CPA........................................................................ TREASURER - TRUSTEE	55.0 .......................0.0	X	X		0	673,822	145,545
(4) STEVEN M BLUMBERG........................................................................ TRUSTEE	55.0 .......................0.0	X			0	478,808	117,648
(5) MOHAMED H ELNAHAL MD........................................................................ TRUSTEE	55.0 .......................0.0	X			539,567	0	41,709
(6) MITCHELL A KAMINSKI MD........................................................................ TRUSTEE	55.0 .......................0.0	X			339,471	0	39,843
(7) JENNIFER R LITTLE........................................................................ TRUSTEE	55.0 .......................0.0	X			0	120,116	29,222
(8) JATIN MOTIWAL........................................................................ TRUSTEE - VP PHYS PRACT ADMIN	55.0 .......................0.0	X	X		0	292,991	61,693
(9) ALEXANDER D SHARNOFF........................................................................ TRUSTEE	55.0 .......................0.0	X			0	183,076	34,675
(10) DAVID A DESIMONE ESQ........................................................................ TRUSTEE (TERM 5/17/2014)	55.0 .......................0.0	X			0	228,685	32,709
(11) TERRI LU SCHIEDER........................................................................ TRUSTEE (1/1 - 7/31)	55.0 .......................0.0	X			0	399,194	72,524
(12) BLAIR A BERGEN MD........................................................................ PHYSICIAN	55.0 .......................0.0			X	790,621	0	44,511
(13) KAMAL F KASSIS MD........................................................................ PHYSICIAN	55.0 .......................0.0			X	622,047	0	43,494
(14) RASHMIKANT S DESAI MD........................................................................ PHYSICIAN	55.0 .......................0.0			X	568,193	0	34,423
(15) VIREN R VANKAWALA MD........................................................................ PHYSICIAN	55.0 .......................0.0			X	557,769	0	42,062
(16) MAYURI PATEL MD........................................................................ PHYSICIAN	55.0 .......................0.0			X	556,253	0	43,866

(A) Name and business address	(B) Description of services	(C) Compensation
CONTINUUM HEALTH ALLIANCE LLC, 402 LIPPINCOTT DRIVE MARLTON,NJ08053	BILLING/COLLECTION	4,308,918
HAITHAM R DIB MD LLC, 436 CHRIS GAUP DRIVE 204 GALLOWAY,NJ08205	MEDICAL	3,600,835
ATLANTIC EMERGENCY ASSOCIATES, PO BOX 15356 NEWARK,NJ071925356	MEDICAL	810,804
VIRTUA SURGICAL GROUP PA, PO BOX 8500 PHILAELPHIA,PA191789192	MEDICAL	671,840
GALLOWAY URGENT CARE PHYSICIANS LLC, C/O CAPALDI CO 332 TILTON ROAD NORTHFIELD,NJ08225	MEDICAL	570,227
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 29

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 domestic organizations and domestic governments. See Part IV, line 21 ....	0
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	0
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. 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 ....	1,635,207	1,471,686	163,521
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 ....	14,550,693	13,095,624	1,455,069
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,147,406	1,032,665	114,741
9	Other employee benefits .......	6,299,199	5,669,280	629,919
10	Payroll taxes ...........	2,394,405	2,154,965	239,440
11	Fees for services (non-employees):
a	Management ......	1,838,636	1,654,772	183,864
b	Legal .........	187,854	169,069	18,785
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
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) ....	4,495,536	4,045,982	449,554
12	Advertising and promotion ....	28,842	25,958	2,884
13	Office expenses .......	1,106,591	995,932	110,659
14	Information technology ......	1,046,272	941,645	104,627
15	Royalties ..	0
16	Occupancy ...........	3,150,886	2,835,797	315,089
17	Travel ............	32,112	28,901	3,211
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	125,948	113,353	12,595
20	Interest ...........	54,843	49,359	5,484
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	1,262,930	1,136,637	126,293
23	Insurance ..............	1,616,524	1,454,872	161,652
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	PHYSICIAN FEES	31,500,059	28,350,053	3,150,006	0
b	PURCHASED SERVICES	3,520,201	3,168,181	352,020	0
c	MEDICAL SUPPLIES	1,091,163	982,047	109,116	0
d	REPAIRS AND MAINTENANCE	216,484	194,836	21,648	0
e	All other expenses	513,629	462,266	51,363
25	Total functional expenses. Add lines 1 through 24e	77,815,420	70,033,880	7,781,540	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 or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	1,550,342	1	5,553,535
2	Savings and temporary cash investments .........	0	2	0
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	4,082,374	4	4,467,564
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
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
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ..........	967,468	9	885,517
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	11,195,867
b	Less: accumulated depreciation .....	10b	5,183,045	5,838,603	10c	6,012,822
11	Investments—publicly traded securities ..........	0	11	0
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	0	13	0
14	Intangible assets ...............	219,936	14	219,936
15	Other assets. See Part IV, line 11 ...........	1,037,642	15	2,361,751
16	Total assets. Add lines 1 through 15 (must equal line 34)......	13,696,365	16	19,501,125
	17	Accounts payable and accrued expenses .........	8,723,385	17	11,136,139
18	Grants payable .................	0	18	0
19	Deferred revenue ................	0	19	0
20	Tax-exempt bond liabilities .............	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
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..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
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....................	4,394,864	25	770,403
26	Total liabilities. Add lines 17 through 25.........	13,118,249	26	11,906,542
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	578,116	27	7,594,583
28	Temporarily restricted net assets ...........	0	28	0
29	Permanently restricted net assets ...........	0	29	0
	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 ...........	578,116	33	7,594,583
34	Total liabilities and net assets/fund balances ........	13,696,365	34	19,501,125

- 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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

ATLANTICARE PHYSICIAN GROUP PA

Employer identification number

02-0701782

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 in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
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
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.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..
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 VI.)..
11	Total support Add lines 7 through 10.

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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—2013. 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—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI 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) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	0	0	0	0	0	0
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......	19,052,932	32,842,190	49,769,212	66,454,929	70,083,522	238,202,785
3	Gross receipts from activities that are not an unrelated trade or business under section 513..						0
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...						0
5	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
6	Total. Add lines 1 through 5.	19,052,932	32,842,190	49,769,212	66,454,929	70,083,522	238,202,785
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
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.						0
c	Add lines 7a and 7b..						0
8	Public support (Subtract line 7c from line 6.)						238,202,785

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...	19,052,932	32,842,190	49,769,212	66,454,929	70,083,522	238,202,785
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	1,071	2,508	110,707	3,150	2,523	119,959
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	1,071	2,508	110,707	3,150	2,523	119,959
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.						0
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..						0
13	Total support. (Add lines 9, 10c, 11, and 12.)..	19,054,003	32,844,698	49,879,919	66,458,079	70,086,045	238,322,744

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

99.950 %

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

0 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

0.050 %

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

0 %

19a

33 1/3% support tests—2014. 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—2013. 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) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- 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.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ATLANTICARE PHYSICIAN GROUP PA

Employer identification number

02-0701782

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 value of contributions to (during year)
3	Aggregate value of 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)

Revenue 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:

Revenue 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) 2014

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, for escrow or custodial account liability?

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 ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Temporarily restricted endowment SchDMd Bullet

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)

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

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

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	150,000		150,000
b	Buildings ................	1,923,749	810,914	1,112,835
c	Leasehold improvements ............	2,280,035	624,610	1,655,425
d	Equipment ................	6,709,072	3,729,340	2,979,732
e	Other .................	133,011	18,181	114,830
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				6,012,822

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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
Other








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

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) OTHER ASSETS				1,576,429
(2) DUE TO AFFILIATES				785,322







Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				2,361,751

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DUE TO AFFILIATES		770,403








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		770,403
2. Liability for uncertain tax positions. 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) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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 (losses) 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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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

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.

Return Reference	Explanation

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- 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, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ATLANTICARE PHYSICIAN GROUP PA

Employer identification number

02-0701782

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
directors, trustees, officers, including 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? .........

Yes

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), 501(c)(4), and 501(c)(29) organizations 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 ............

Yes

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) 2014

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 in column(B) 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)
1MARILOUISE VENDITTI MDPRESIDENT - TRUSTEE	(i) (ii)	0 ............................... 351,970	0 ............................... 90,653	0 ............................... 47,029	0 ............................... 49,213	0 ............................... 21,717	0 ............................... 560,582	0 ............................... 0
2ALEXANDER ONOPCHENKO MDSECRETARY - TRUSTEE	(i) (ii)	447,813 ............................... 0	162,360 ............................... 0	20,447 ............................... 0	18,314 ............................... 0	25,682 ............................... 0	674,616 ............................... 0	0 ............................... 0
3JAMES P NOLAN JR CPATREASURER - TRUSTEE	(i) (ii)	0 ............................... 454,061	0 ............................... 160,000	0 ............................... 59,761	0 ............................... 112,895	0 ............................... 32,650	0 ............................... 819,367	0 ............................... 0
4STEVEN M BLUMBERGTRUSTEE	(i) (ii)	0 ............................... 335,556	0 ............................... 110,000	0 ............................... 33,252	0 ............................... 86,293	0 ............................... 31,355	0 ............................... 596,456	0 ............................... 0
5MOHAMED H ELNAHAL MDTRUSTEE	(i) (ii)	401,397 ............................... 0	135,298 ............................... 0	2,872 ............................... 0	16,746 ............................... 0	24,963 ............................... 0	581,276 ............................... 0	0 ............................... 0
6MITCHELL A KAMINSKI MDTRUSTEE	(i) (ii)	297,750 ............................... 0	38,554 ............................... 0	3,167 ............................... 0	16,827 ............................... 0	23,016 ............................... 0	379,314 ............................... 0	0 ............................... 0
7JATIN MOTIWALTRUSTEE - VP PHYS PRACT ADMIN	(i) (ii)	0 ............................... 238,599	0 ............................... 29,325	0 ............................... 25,067	0 ............................... 37,722	0 ............................... 23,971	0 ............................... 354,684	0 ............................... 0
8ALEXANDER D SHARNOFFTRUSTEE	(i) (ii)	0 ............................... 164,065	0 ............................... 18,784	0 ............................... 227	0 ............................... 12,730	0 ............................... 21,945	0 ............................... 217,751	0 ............................... 0
9DAVID A DESIMONE ESQTRUSTEE (TERM 5/17/2014)	(i) (ii)	0 ............................... 140,301	0 ............................... 74,333	0 ............................... 14,051	0 ............................... 15,391	0 ............................... 17,318	0 ............................... 261,394	0 ............................... 0
10TERRI LU SCHIEDERTRUSTEE (1/1 - 7/31)	(i) (ii)	0 ............................... 300,908	0 ............................... 74,460	0 ............................... 23,826	0 ............................... 43,949	0 ............................... 28,575	0 ............................... 471,718	0 ............................... 0
11BLAIR A BERGEN MDPHYSICIAN	(i) (ii)	385,505 ............................... 0	384,733 ............................... 0	20,383 ............................... 0	17,565 ............................... 0	26,946 ............................... 0	835,132 ............................... 0	0 ............................... 0
12KAMAL F KASSIS MDPHYSICIAN	(i) (ii)	454,399 ............................... 0	140,067 ............................... 0	27,581 ............................... 0	18,245 ............................... 0	25,249 ............................... 0	665,541 ............................... 0	0 ............................... 0
13RASHMIKANT S DESAI MDPHYSICIAN	(i) (ii)	361,483 ............................... 0	199,177 ............................... 0	7,533 ............................... 0	17,189 ............................... 0	17,234 ............................... 0	602,616 ............................... 0	0 ............................... 0
14VIREN R VANKAWALA MDPHYSICIAN	(i) (ii)	351,031 ............................... 0	188,348 ............................... 0	18,390 ............................... 0	17,321 ............................... 0	24,741 ............................... 0	599,831 ............................... 0	0 ............................... 0
15MAYURI PATEL MDPHYSICIAN	(i) (ii)	458,591 ............................... 0	96,634 ............................... 0	1,028 ............................... 0	17,221 ............................... 0	26,645 ............................... 0	600,119 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation
SCHEDULE J, PART I; QUESTION 4B	THE DEFERRED COMPENSATION AMOUNT IN COLUMN (C) FOR THE FOLLWOING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN A LONG-TERM INVCENTIVE PLAN WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FOR FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THE UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES: JAMES P. NOLAN, JR., CPA, $55,983 AND STEVEN M. BLUMBERG, $40,817. THE DEFERRED COMPENSATION AMOUNT IN COLUMN (C) FOR THE FOLLOWING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN AN INTERNAL REVENUE CODE SECTION 457(F) PLAN (NON-QUALIFIED DEFERRED COMPENSATION PLAN) WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THIS UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES: MARILOUISE VENDITTI, M.D. $30,277; JAMES P. NOLAN, JR., CPA, $38,921; STEVEN M. BLUMBERG, $28,378; JATIN MOTIWAL, $19,588 AND TERRI LU SCHIEDER, $24,869.
SCHEDULE J, PART I; QUESTION 7	CERTAIN INDIVIDUALS INCLUDED IN SCHEDULE J, PART II RECEIVED A BONUS DURING CALENDAR YEAR 2014 WHICH AMOUNTS WERE INCLUDED IN COLUMN B(II) HEREIN AND IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES. PLEASE REFER TO THIS SECTION OF THE FORM 990, SCHEDULE J FOR THIS INFORMATION BY PERSON BY AMOUNT.

Return Reference

Explanation

SCHEDULE J, PART I; QUESTION 4B

THE DEFERRED COMPENSATION AMOUNT IN COLUMN (C) FOR THE FOLLWOING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN A LONG-TERM INVCENTIVE PLAN WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FOR FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THE UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES: JAMES P. NOLAN, JR., CPA, $55,983 AND STEVEN M. BLUMBERG, $40,817. THE DEFERRED COMPENSATION AMOUNT IN COLUMN (C) FOR THE FOLLOWING INDIVIDUALS INCLUDES UNVESTED BENEFITS IN AN INTERNAL REVENUE CODE SECTION 457(F) PLAN (NON-QUALIFIED DEFERRED COMPENSATION PLAN) WHICH ARE SUBJECT TO A SUBSTANTIAL RISK OF COMPLETE FORFEITURE. ACCORDINGLY, THE INDIVIDUALS MAY NEVER ACTUALLY RECEIVE THIS UNVESTED BENEFIT AMOUNT. THE AMOUNTS OUTLINED HEREIN WERE NOT INCLUDED IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES: MARILOUISE VENDITTI, M.D. $30,277; JAMES P. NOLAN, JR., CPA, $38,921; STEVEN M. BLUMBERG, $28,378; JATIN MOTIWAL, $19,588 AND TERRI LU SCHIEDER, $24,869.

SCHEDULE J, PART I; QUESTION 7

CERTAIN INDIVIDUALS INCLUDED IN SCHEDULE J, PART II RECEIVED A BONUS DURING CALENDAR YEAR 2014 WHICH AMOUNTS WERE INCLUDED IN COLUMN B(II) HEREIN AND IN EACH INDIVIDUAL'S 2014 FORM W-2, BOX 5, AS TAXABLE MEDICARE WAGES. PLEASE REFER TO THIS SECTION OF THE FORM 990, SCHEDULE J FOR THIS INFORMATION BY PERSON BY AMOUNT.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- 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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

ATLANTICARE PHYSICIAN GROUP PA

Employer identification number

02-0701782

Return Reference	Explanation
CORE FORM, PART III; STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	AtlantiCare Health System, Inc. Feid: 22-3265213 AtlantiCare Health System, Inc. ("System") is a not-for-profit organization located in Atlantic City, New Jersey. The System is the sole corporate member of various healthcare related organizations, the majority of which are tax-exempt entities (collectively "AtlantiCare"). The System provides leadership, managerial and support services to a number of affiliated healthcare related organizations. The internal revenue service has recognized the System as being a tax-exempt organization under internal revenue code ("IRC") code section 501(c)(3). System and affiliates ("AtlantiCare") is an integrated healthcare system dedicated to transforming healthcare at the regional level by providing high quality health and wellness services. AtlantiCare includes the System, AtlantiCare Regional Medical Center ("ARMC" and formerly the Atlantic City Medical Center), AtlantiCare Behavioral Health ("ABH"), AtlantiCare Foundation ("Foundation"), AtlantiCare Health Services ("Services"), AtlantiCare Health Solutions ("Health Solutions"), and AtlantiCare Information Technology ("AIT"). Additionally, these key AtlantiCare divisions participate in other healthcare related activities in collaboration with other members of the community. The region's largest healthcare organization and largest non-casino employer, AtlantiCare's nearly 5,000 employees serve the community in more than 80 locations. AtlantiCare and its affiliated organizations are governed by more than 50 volunteer community leaders who dedicate considerable time and energy toward the ultimate achievement of AtlantiCare's mission, vision and values: Mission statement ================= We deliver health and healing to all people through trusting relationships. Vision ====== AtlantiCare builds healthy communities. Values ====== AtlantiCare stresses the following values: Integrity --------- Actions and decisions consistently reflect the highest ethical standards. AtlantiCare operates on the basis of openness, to nurture an environment of honesty and trust. Respect ------- Each individual is treated with dignity and compassion. Creativity is encouraged. Each individual is equally important in a unique way. Safety ------ Safety of patients and staff is our top priority. AtlantiCare continues to apply new learning in quality improvement and safety management to all aspects of our care environment. Service ------- Customer commitments are built upon the philosophy that quality and service will ensure loyalty. Service is defined and measured by our customers. AtlantiCare's goal is to exceed their expectations. Teamwork -------- To achieve the greatest success, collaboration and open communication are essential. Charitable purpose ================== AtlantiCare is proud to be able to provide healthcare services to all individuals who reside in our primary and regional service areas in a non-discriminatory manner regardless of medical condition, race, color, creed, sex, national origins, handicap, age, lifestyle, financial status or ability to pay. AtlantiCare services range from emergent services for those who many have an acute or episodic concern, to disease management services for those are living with a chronic condition. ARMC is one of two "safety net" hospitals in southern New Jersey providing approximately $31 million in charity care, at cost, which represents approximately 90% of the charity care provided in Atlantic County. Within the region AtlantiCare provides more charity care than the 7 closest hospitals combined. To further ensure that our community's healthcare needs are meet, AtlantiCare also provides free care to patients that do not meet the state eligibility requirements for charity care designation or who are not compliant in pursuing eligibility status. While the above statistics alone differentiate AtlantiCare's commitment to the community it serves, it recognizes that health and the assurance of good health is truly cultivated beyond the walls of its clinical settings. As such, AtlantiCare has established itself within its service area as a collaborator and partner to agencies and services that improve the quality of life for our area residents. AtlantiCare sponsors many charitable agencies and their programs, which provide substantial benefit and close evident service gaps. These programs include services for elderly population, clinical outreach programs for at-risk populations, support initiatives for healing patients and their caregivers, in addition to health promotion and disease prevention campaigns to improve the general welfare. Examples include AtlantiCare's support of the United Way of Greater Philadelphia and Southern New Jersey, which through the generosity of AtlantiCare employees over $245,000 was raised; or its employee-led fundraising efforts to support the American Heart Association in the amount of $45,785. Additional community agencies which AtlantiCare and its employees have supported include but it not are not limited to the Big Brothers & Big Sisters, Jewish Family Services, Ruth Newman Shapiro Heart & Cancer Memorial Fund, Shirley Mae Breast Cancer Assistance Fund, Gilda's Club of South Jersey, March of Dimes, and Juvenile Diabetes Research Fund to name a few. AtlantiCare hosts and supports various professional and higher educational programs and strongly believes in investing in the individuals who one day will become healthcare professionals. Employees participate in job shadow days and conduct career presentations and skills fairs at local schools. In addition AtlantiCare offers scholarships/support to local students who wish to pursue nursing and allied health degrees and sponsors technical honor societies. AtlantiCare also extend this offering to displaced casino workers who recently lost their job as a result of casino closures in Atlantic City. Various community events and activities are offered by AtlantiCare. These community events are promoted via an electronic calendar mailing, ads placed in local newspapers and AtlantiCare's website. Community events include: - Cancer Survivors Day - Adult Diabetes Support Group - Weight loss surgery seminars & support groups - Heart Heroes meetings - First aid and CPR courses - Birthing and breastfeeding classes - Women's health events - Healthy cooking demonstrations Beyond educational events, AtlantiCare brings health and wellness services to the community through risk based screenings. Nursing and allied health volunteers support these endeavors and assist in detecting early stage disease and identifying services for follow-up. In 2014, AtlantiCare Health Engagement staff conducted over 400 wellness screenings in the community in addition to educational lectures and events conducted at a variety of community venues. Lastly, AtlantiCare operates three signature community programs where as partners we help community members improve their health and well-being. These unique programs: Healthy Schools, Healthy Children which partners with 92 schools to teach children how to eat healthy and stay active; Growing Green program which has funded the construction of 42 school gardens and 19 community gardens in Southeastern New Jersey, which collectively has impacted over 3600 students and 100 adults; and Healing Arts which is a unique initiative, designed to showcase original artwork and promote a healing presence; allow us to serve distinct audiences; children, those with limited access to healthy foods, and those seeking respite and healing. Staffing costs to support screening outreach and the aforementioned signature programs is approximately $377,408.
CORE FORM, PART III; STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	AtlantiCare is proud to have received the following awards and recognitions ------------------------------------------------------------------------- -Named in HealthGrades as one of America's Best 100 Hospitals for cardiac care, joint replacement, and orthopedic surgery- 2014. - ARMC joint commission's named a top performer on key quality measures - 2013. - U.S. News & World Report named ARMC "the best hospital in the region" - recognizing 10 specialties - 2012/2013. - ARMC mainland icu received the silver beacon award for critical care nursing excellence - 2013. - ARMC earned reaccreditation by the american society for metabolic and bariatric surgery (asmbs) as a bariatric surgery center of excellence (bscoe) - 2013. - AtlantiCare pride employee resource group achieved "leader in lgbt healthcare equality" status in the healthcare equality index (hei) for the second consecutive year - 2013. - AtlantiCare homecare named one of the "top 100" home care agencies in the nation by homecare elite - 2013 In addition, AtlantiCare provides a significant positive economic contribution to the community. AtlantiCare directly impacts the community in a positive manner by virtue of employing nearly 5,000 area residents. AtlantiCare supports the local business community by purchasing goods and services from many local area businesses. AtlantiCare Regional Medical Center Feid: 21-0634549 Background ========== ARMC is a 593-bed, not-for-profit hospital that was founded in 1898 as a ten-bed facility in a converted home on Ohio Avenue in Atlantic City. The internal revenue service has recognized ARMC as being a tax-exempt organization under IRC code section 501(c) (3). ARMC operates consistently with the following criteria outlined in IRS revenue ruling 69-545: ARMC provides urgent and emergent healthcare services to all individuals and also provides elective procedures to individuals who reside in our primary service area in a non-discriminatory manner regardless of medical condition, race, color, creed, sex, national origins, handicap, age, lifestyle, financial status or ability to pay. ARMC operates three active emergency rooms for all persons; which are open 24 hours a day, 7 days a week, 365 days per year; ARMC maintains an open medical staff, with privileges available to all qualified physicians; and Control of ARMC rests with its board of trustees; which is comprised of independent civic leaders and other prominent members of the community. Surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care; programs and activities. The operations of ARMC, as shown through the factors outlined above and other information contained herein, clearly demonstrate that the use and control of ARMC is for the benefit of the public and that no part of the income or net earnings of the organization inures to the benefit of any private individual nor is any private interest being served other than incidentally. ARMC's City Campus is located in Atlantic City where the hospital was founded, and is a busy metropolitan hospital serving a growing resident population and more than 35 million tourists each year. ARMC's Mainland Campus, which opened in 1975, is located in Galloway, New Jersey, one of the state's fastest growing residential and commercial areas. ARMC offers a number of outpatient services at its over 70 locations. One of these locations, the AtlantiCare HealthPlex, which is located in Atlantic City, offers services regardless of the ability to pay. ARMC is a teaching hospital, training residents in a number of specialties. ARMC is home to many centers of excellence and specialized services, several of which are exclusive to the region. - level ii regional trauma center - neonatal intensive care unit (nicu) - accredited chest pain center - accredited stroke center - heart institute - the region's only full service cardiac surgery program - the joint institute - stanley m. Grossman pediatric center - the cancer care institute - center for surgical weight loss and wellness - roger b. Hansen center for childbirth - psychiatric unit and crisis intervention program - special care center - joslin diabetes center - wound care centers ARMC is proud of its affiliations with renowned healthcare organizations including thomas jefferson university hospital; The Children's Hospital of Philadelphia; Fox chase cancer center and new york university. Mission, vision and values ========================== Mission statement ================= To care for the sick, injured and poor in an environment where patients, their families and physicians are extended a superior level of personal service; where quality improves in measurable terms; in an environment which respects the dignity of the patient, family and all on the healthcare team. Vision ====== AtlantiCare regional medical center will be the premier healthcare provider in New Jersey. We will achieve and sustain excellence in quality of care and personal service through total conformance to customer's expectations while providing an outstanding work environment. Charitable purpose ================== ARMC provides urgent and emergent healthcare services to all individuals and also provides elective procedures to individuals who reside in our primary service area in a non-discriminatory manner regardless of medical condition, race, color, creed, sex, national origins, handicap, age, lifestyle, financial status or ability to pay. Moreover, ARMC provides healthcare services to patients who meet certain criteria defined by the New Jersey department of health and human services without charge or at amounts less than established rates. The cost of providing these services and supplies to patients who meet the state-mandated charity care eligibility requirements approximated $31 million and $56 million for the years ended December 31, 2014 and 2013, respectively. The significant reduction in the cost of providing charity care is the result of the Medical Center's efforts in assisting patients to enroll in the State Medicaid Program. The estimated unreimbursed cost of providing care to Medicaid patients was $32 million and $18 million for the years ended December 31, 2014 and 2013, respectively. Because the medical center does not pursue collections of amounts determined to qualify as charity care, they are not reported as revenue. The medical center also provides free care to patients who do not meet the state eligibility requirements or are not compliant in pursuing eligibility status. Such amounts are included in the consolidated statements of operations and changes in net assets as part of the provision for uncollectibles, net of any recoveries realized through collection efforts. ARMC has also instituted a self-pay discount policy that limits charges for medical services to an amount not to exceed 115% of the applicable Medicare reimbursement rate for all qualified uninsured patients who are not eligible for existing state, federal and local programs. Additionally, the company sponsors other charitable programs, which provide substantial benefit to the broader community. Such programs include services to the needy and elderly population that require specials support, various clinical outreach programs as well as health promotion and education for the general community welfare. ARMC's collection policies include discounts for those patients who are uninsured but do not qualify for the state charity care program. ARMC is one of two designated safety net hospitals in southern New Jersey providing approximately 90% of the charity care in Atlantic County and more charity care than the 7 closest hospitals combined. Awards and recognitions ======================= Named in HealthGrades as one of America's Best 100 Hospitals for cardiac care, joint replacement, and orthopedic surgery- 2014. - ARMC joint commission's named a top performer on key quality measures - 2013. - U.S. News & World Report named ARMC "the best hospital in the region" - recognizing 10 specialties - 2012/2013. - ARMC mainland ICU received the silver beacon award for critical care nursing excellence - 2013. - ARMC earned reaccreditation by the American society for metabolic and bariatric surgery (asmbs) as a bariatric surgery center of excellence (bscoe) - 2013. (bscoe) - 2013.
CORE FORM, PART III; STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS	AtlantiCare behavioral health (ABH) Feid: 21-0721208 ABH is southeastern New Jersey's largest provider of behavioral health and substance abuse/addiction recovery services. With 26 locations throughout the region, ABH offers a broad range of services to help individuals and their families with serious mental illnesses, anxieties related to school or job stress, and marriage counseling services. ABH also provides employee assistance programs for area employers, which include employee counseling services, behavioral health and wellness programs and critical incident debriefing services. ABH manages a 34-bed psychiatric inpatient program located at the mainland campus and a psychiatric crisis intervention program at the city campus of ARMC. The internal revenue service has recognized ABH as a tax-exempt organization under IRC code section 501 (c)(3). The majority of ABH's patients are underinsured (Medicaid/Medicare) or uninsured. Behavioral health provides services to clients without insurance coverage and charges rates based on a sliding scale fee based on income and family size. The cost of providing these services and supplies to patients that meet the established criteria approximated $2,122,017 and $2,947,344 for the years ended December 31, 2014 and 2013 respectively. ABH provides many of their services under grants from state and federal agencies. Such programs include: Department of education ----------------------- - 21st century community learning centers Department of human services ---------------------------- - division of mental health services outpatient treatment - division of addiction services, outpatient and intensive outpatient treatment - welfare to work services Department of children and families ----------------------------------- - school based youth services program - oakcrest teen center - school based youth services program - ac teen - school based youth services program - buena teen and cleary middle school - family friendly center - hammonton elementary school - family friendly-atlantic city schools - outreach to at-risk youth - atlantic city high school- east campus - adolescent pregnancy prevention initiative-oakcrest high school - juvenile delinquency prevention - atlantic city high school - residential intensive support team - supported housing - supported employment - foster care resource homes - children and adolescent outpatient treatment - family permanency and mentoring programs - mobile outreach Department of health -------------------- - substance abuse treatment services to women - county of atlantic - substance abuse intensive outpatient treatment for medically indigent adults - adolescent outpatient services - family outreach program - hammonton family center - program assertive community treatment AtlantiCare Foundation Feid: 22-2148992 The Foundation exists to improve the health and wellbeing of our community through a comprehensive development program to support safe, equitable, quality healthcare; and to promote healthy behaviors. The internal revenue service has recognized the Foundation as being a tax-exempt organization under IRC code section 501(c)(3). The Foundation is committed to supporting AtlantiCare's expansion and clinical investments by securing the financial resources necessary to ensure high quality evidenced based medicine for current and future generations. AtlantiCare health services Feid: 22-3265214 Services is primarily an ambulatory care network that reaches beyond the hospital to address the health and wellness needs for the regions residents throughout all stages of life. The internal revenue service has recognized services as being a tax-exempt organization under the IRC code section 501(c)(3). Services programs include: - AtlantiCare surgery center llc, a full service, freestanding ambulatory surgery centers. - AtlantiCare life center, offering a full spectrum of health and wellness, physical and rehabilitative conditioning. - AtlantiCare clinical labs, providing lab services at ten convenient locations. - AtlantiCare home care nurses and other healthcare professionals make home visits to assist patients with their medical needs. - AtlantiCare hospice works with patients and their families to enhance the end stages of life in the comfortable surroundings of the patient's home. - AtlantiCare health park, a regional healthcare ambulatory care campus offering a variety of services. - AtlantiCare occupational medicine provides occupational medicine for businesses and municipalities, including the treatment of work related injuries - mission healthcare, a program offering primary care to the homeless population operating as a federally qualified health center - AtlantiCare lifeline provides emergency medical alert capability to individuals who require convenient notification capabilities. AtlantiCare physician group Feid: 02-0701782 The physician group provides services outside of the hospital atmosphere to specialize in preventive care and in diagnosing and treating various illnesses. The internal revenue service has recognized services as being a tax-exempt organization under the IRC code section 501(c)(3). - AtlantiCare primary/urgent care centers (located in atlantic, cape may, burlington, and ocean counties) offering primary care and urgent care as an alternative to more expensive emergency room treatment. - pavilion ob/gyn a full service obstetrics and gynecology practice. AtlantiCare information technology Feid: 22-3337816 AtlantiCare information technology supports all other AtlantiCare affiliates to achieve maximum results through the use of information technology. The internal revenue service has recognized AIT as a tax-exempt organization under IRC code section 501(c)(3). AIT's innovative networking technology enhances the speed and efficiency of patient's diagnosis and treatment while maintaining patient confidentiality and safety. AIT has been recognized for its innovation in healthcare through the following awards: - top 100 integrated healthcare systems by hospitals and health network magazine. - top (7) networked healthcare systems in the united states for information technology by healthcare informatics magazine. Working with community leaders and in partnership with AtlantiCare health plans, infoshare has built a "connected community health exchange" that shares health information seamlessly among all participating healthcare and health management stakeholders. The goal of this project is to improve the healthcare status of the community. AtlantiCare Health Engagement, inc. Feid: 61-1608389 At the end of 2009 AtlantiCare Health Engagement, inc. was established to support the development of health management capabilities and structures, and health status improvement initiatives for the benefit of the broader community. The AtlantiCare Regional Medical Center contributed for the year ended December 31, 2012 and 2013 $2,000,000 and $5,000,000 respectively, and an additional $10,000,000 in 2014 to support the mission and vision of Health Engagement.
CORE FORM, PART VI, SECTION B; QUESTION 11b	THE ORGANIZATION IS AN AFFILIATE WITHIN ATLANTICARE HEALTH SYSTEM, INC. AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE ORGANIZATION'S FEDERAL FORM 990 WAS PROVIDED TO EACH MEMBER OF ITS GOVERNING BODY; ITS BOARD OF TRUSTEES, FOR REVIEW PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE ("IRS"). AS PART OF THE TAX RETURN PREPARATION PROCESS THE ORGANIZATION HIRED A PROFESSIONAL CPA FIRM WITH EXPERIENCE AND EXPERTISE IN BOTH HEALTHCARE AND NOT-FOR-PROFIT TAX RETURN PREPARATION TO PREPARE THE FEDERAL FORM 990. THE CPA FIRM'S TAX PROFESSIONALS WORKED CLOSELY WITH THE ORGANIZATION'S FINANCE PERSONNEL, THE ORGANIZATION'S INTERNAL WORKING GROUP AND THE SYSTEM TO OBTAIN THE INFORMATION NEEDED IN ORDER TO PREPARE A COMPLETE AND ACCURATE TAX RETURN. THE CPA FIRM PREPARED A DRAFT FEDERAL FORM 990 AND FURNISHED IT TO THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP FOR THEIR REVIEW. THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP REVIEWED THE DRAFT FEDERAL FORM 990 AND DISCUSSED QUESTIONS AND COMMENTS WITH THE CPA FIRM. REVISIONS WERE MADE TO THE DRAFT FEDERAL FORM 990 WHERE NECESSARY AND A FINAL DRAFT WAS FURNISHED BY THE CPA FIRM TO THE ORGANIZATION'S FINANCE PERSONNEL AND INTERNAL WORKING GROUP FOR FINAL REVIEW AND APPROVAL PRIOR TO PROVIDING THE FEDERAL FORM 990 TO EACH MEMBER OF THE ORGANIZATION'S GOVERNING BODY. THE SYSTEM'S AUDIT COMMITTEE HAS THE RESPONSIBILITY TO OVERSEE THE FORM 990 PROCESS INCLUDING PREPARATION, REVIEW AND FILING.
CORE FORM, PART VI, SECTION B; QUESTION 12	THE ORGANIZATION AND THE SYSTEM REGULARLY MONITOR AND ENFORCE COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. ANNUALLY ALL MEMBERS OF THE BOARD OF TRUSTEES, OFFICERS AND SENIOR MANAGEMENT PERSONNEL ARE REQUIRED TO REVIEW THE EXISTING CONFLICT OF INTEREST POLICY AND COMPLETE A QUESTIONNAIRE. THE COMPLETED QUESTIONNAIRES ARE RETURNED TO THE ORGANIZATION AND THE SYSTEM'S GENERAL COUNSEL FOR REVIEW. THEREAFTER THE GENERAL COUNSEL PREPARES A SUMMARY OF THE COMPLETED QUESTIONNAIRES WHICH CONTAINS INFORMATION DISCLOSED ON AN INDIVIDUAL BY INDIVIDUAL BASIS. THE SYSTEM'S GENERAL COUNSEL THEN PRESENTS THIS SUMMARY TO THE SYSTEM'S GOVERNANCE COMMITTEE FOR THEIR REVIEW AND DISCUSSION.
CORE FORM, PART VI, SECTION B; QUESTION 15	THE EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE") OF THE BOARD OF TRUSTEES ("BOARD") OF ATLANTICARE HEALTH SYSTEM, INC. ("SYSTEM") REVIEWS AND APPROVES THE COMPENSATION PROVIDED TO THE EXECUTIVE STAFF OF THE SYSTEM. THE COMPENSATION DECISIONS OF THE COMMITTEE ARE SET WITHIN THE FRAMEWORK OF A FORMAL COMPENSATION PHILOSOPHY THAT IS APPROVED BY THE BOARD. THE COMPENSATION PHILOSOPHY APPROVES THE USE OF A NATIONAL PEER GROUP OF NOT-FOR-PROFIT HEALTHCARE ORGANIZATIONS THAT ARE SIMILAR TO THE SYSTEM IN SIZE AND ORGANIZATIONAL CHARACTERISTICS. THE KEY ELEMENTS OF THE COMPENSATION PHILOSOPHY ARE: TOTAL COMPENSATION POSITIONED AROUND THE 75TH PERCENTILE, COMPOSED OF THE FOLLOWING ELEMENTS OF PAY: - BASE SALARIES POSITIONED BETWEEN THE MEDIAN AND THE 75TH PERCENTILE - INCENTIVE OPPORTUNITIES COMPARABLE TO THOSE OF THE PEER GROUP AND DESIGNED TO POSITION TOTAL CASH COMPENSATION AT THE 75TH PERCENTILE FOR EXPECTED PERFORMANCE (INCLUDES BOTH ANNUAL AND LONG-TERM INCENTIVES) - EXECUTIVE BENEFITS POSITIONED AT THE 75TH PERCENTILE - CONSERVATIVE PERQUISITES AND SEVERANCE THE COMMITTEE APPROVES THE PAY OF ALL EXECUTIVES. IT SETS THE COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER ("PRESIDENT"). THE PRESIDENT RECOMMENDS SALARY ADJUSTMENTS AND INCENTIVE AWARD PAYMENTS TO THE COMMITTEE. THE COMMITTEE CAN APPROVE, MODIFY OR REJECT THE PRESIDENT'S RECOMMENDATIONS AS APPROPRIATE. EACH YEAR, PRIOR TO MAKING CHANGES TO THE COMPENSATION OF ANY EXECUTIVE, THE COMMITTEE ENGAGES AN INDEPENDENT, OUTSIDE CONSULTANT TO REVIEW EACH ELEMENT OF EXECUTIVE COMPENSATION, INCLUDING SALARIES, INCENTIVES, BENEFITS, PERQUISITES, AND TOTAL COMPENSATION. THE INTENT OF THE REVIEW IS TO PROVIDE THE COMMITTEE WITH INFORMATION IT NEEDS TO ENSURE THAT COMPENSATION PROVIDED TO THE SYSTEM'S EXECUTIVES IS REASONABLE, APPROPRIATE, AND CONSISTENT WITH THE BOARD-APPROVED COMPENSATION PHILOSOPHY. THE CONSULTANT COMPILES APPROPRIATE COMPARABILITY DATA ON TOTAL COMPENSATION FROM A PEER GROUP OR ORGANIZATIONS COMPARABLE TO THE SYSTEM. IN NOVEMBER OF 2014, THE CONSULTANT, INTEGRATED HEALTHCARE STRATEGIES ("IHSTRATEGIES"), PRESENTED ITS ANALYSES AND FINDINGS TO THE COMMITTEE. THE COMMITTEE HAD DIRECT ACCESS TO THE CONSULTANT TO ASK QUESTIONS ABOUT THE DATA AND ANALYSES, BOTH WITH AND WITHOUT THE PRESENCE OF MANAGEMENT. THE COMMITTEE APPROVED EXECUTIVE SALARIES AND INCENTIVE AWARD PAYOUTS AT A SUBSEQUENT MEETING IN MARCH OF 2015. THE COMMITTEE'S PROCESS FOR REVIEWING EXECUTIVE COMPENSATION ESTABLISHES A "REBUTTABLE PRESUMPTION OF REASONABLENESS," AS DESCRIBED IN IRC SECTION 4958: - COMPENSATION FOR ALL EXECUTIVES IS APPROVED IN ADVANCE BY A COMMITTEE MADE UP ENTIRELY OF INDEPENDENT DIRECTORS WITH NO CONFLICT OF INTEREST WITH REGARD TO THE COMPENSATION DECISIONS. - THE COMMITTEE OBTAINS AND RELIES ON APPROPRIATE COMPARABILITY DATA ON TOTAL COMPENSATION IN MAKING THESE DECISIONS. ("APPROPRIATE" MEANS DATA ON PAY FOR LIKE JOBS IN LIKE ORGANIZATIONS AND LIKE CIRCUMSTANCES). - THE COMMITTEE DOCUMENTS ITS PROCESS AND THE TERMS OF ITS DECISIONS IN TIMELY MINUTES.
CORE FORM, PART VI, SECTION C; QUESTION 19	THE ORGANIZATION'S FILED CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS CAN BE OBTAINED AND REVIEWED THROUGH THE STATE OF NEW JERSEY department of the treasury.
CORE FORM, PART VII, SECTION A, COLUMN B	THIS ORGANIZATION IS AN AFFILIATE WITHIN ATLANTICARE HEALTH SYSTEM, INC. AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). THE SYSTEM INCLUDES BOTH FOR-PROFIT AND NOT FOR-PROFIT ORGANIZATIONS. CERTAIN BOARD OF TRUSTEE MEMBERS, OFFICERS AND/OR DIRECTORS LISTED ON CORE FORM, PART VII AND SCHEDULE J OF THIS FORM 990 MAY HOLD SIMILAR POSITIONS WITH THESE ORGANIZATIONS AND OTHER AFFILIATES WITHIN THE SYSTEM. THE HOURS REFLECTED ON PART VII OF THIS FORM 990, FOR BOARD MEMBERS WHO RECEIVE COMPENSATION FOR SERVICES RENDERED IN A NON-BOARD CAPACITY, PAID OFFICERS AND KEY EMPLOYEES, REFLECT TOTAL HOURS WORKED PER WEEK ON BEHALF OF ATLANTICARE HEALTH SYSTEM, INC.; NOT SOLEY THIS ORGANIZATION.
CORE FORM, PART VII	TERRI LU SCHIEDER WAS A VOTING MEMBER OF THE BOARD OF TRUSTEES FOR THE PERIOD JANUARY 1, 2014 THROUGH JULY 31, 2014 AND IS REFLECTED AS SUCH ON PART VII OF THIS FORM 990. PLEASE NOTE THAT SHE IS STILL EMPLOYED WITHIN ATLANTICARE HEALTH SYSTEM, INC. AS THE VICE PRESIDENT BUSINESS DEVELOPMENT AND PHYSICIAN INTEGRATION OF ATLANTICARE HEALTH ENGAGEMENT, INC.; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION.
CORE FORM, PART VII AND SCHEDULE J	PART VII AND SCHEDULE J REFLECT CERTAIN BOARD MEMBERS AND OFFICERS RECEIVING COMPENSATION AND BENEFITS FROM THIS ORGANIZATION OR A RELATED ORGANIZATION. PLEASE NOTE THIS REMUNERATION WAS FOR SERVICES RENDERED AS FULL-TIME EMPLOYEES OF THE ORGANIZATION OR A RELATED ORGANIZATION AND NOT FOR SERVICES RENDERED AS A VOTING MEMBER OR OFFICER OF THIS ORGANIZATION'S BOARD OF TRUSTEES.
CORE FORM, PART XI; QUESTION 9	OTHER CHANGES IN NET ASSETS OR FUND BALANCE INCLUDE: - TRANSFERS FROM INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT AFFILIATES - $16,295,000; AND - NET ASSETS RELEASED FROM RESTRICTIONS, GRANTS RECEIVED FOR THE PURCHASE OF PROPERTY, PLANT, AND EQUIPMENT, AND OTHER TRANSFERS, NET - ($468,000).
CORE FORM, PART XI; QUESTION 2	THE ORGANIZATION IS AN AFFILIATE WITHIN ATLANTICARE HEALTH SYSTEM, INC. AND AFFILIATES; A TAX EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"). An INDEPENDENT CPA FIRM AUDITED THE CONSOLIDATED FINANCIAL STATEMENTS OF THE SYSTEM AND ALL AFFILIATES FOR THE YEARS ENDED DECEMBER 31, 2014 AND DECEMBER 31, 2013; RESPECTIVELY, AND ISSUED A CONSOLIDATED FINANCIAL STATEMENT WITH CONSOLIDATING SCHEDULES BY ENTITY. AN UNQUALIFIED OPINION WAS ISSUED EACH YEAR BY THE INDEPENDENT CPA FIRM. THE SYSTEM'S AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND THE SELECTION OF AN INDEPENDENT AUDITOR.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ATLANTICARE PHYSICIAN GROUP PA

Employer identification number

02-0701782

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on 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

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on 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) ATLANTICARE BEHAVIORAL HEALTH INC 2511 FIRE ROAD EGG HARBOR TWP,NJ08234 21-0721208	HEALTH SVCS.	NJ	501(C)(3)	509(A)(1)	ARHS		No
(2) ATLANTICARE FOUNDATION 6725 DELILAH ROAD EGG HARBOR TWP,NJ08234 22-2148992	SUPPORT ARMC	NJ	501(C)(3)	509(A)(1)	AH SYSTEM		No
(3) ATLANTICARE HEALTH ENGAGEMENT INC 2500 ENGLISH CREEK AVE BLDG 500 EGG HARBOR TWP,NJ08234 61-1608389	HEALTH SVCS.	NJ	501(C)(3)	509(A)(1)	AH SYSTEM		No
(4) ATLANTICARE HEALTH SERVICES INC 2500 ENGLISH CREEK AVE BLDG B EGG HARBOR TWP,NJ08234 22-3265214	HEALTH SVCS.	NJ	501(C)(3)	509(A)(2)	ARHS		No
(5) ATLANTICARE HEALTH SYSTEM INC 2500 ENGLISH CREEK AVENUE EGG HARBOR TWP,NJ08234 22-3265213	SUPPORT ARMC	NJ	501(C)(3)	509(A)(3)	NA		No
(6) ATLANTICARE REGIONAL MEDICAL CENTER 1925 PACIFIC AVENUE ATLANTIC CITY,NJ08401 21-0634549	HEALTH SVCS.	NJ	501(C)(3)	HOSPITAL	ARHS		No
(7) INFOSHARE INC 2500 ENGLISH CREEK AVE EGG HARBOR TWP,NJ08234 22-3337816	INFO. SVCS.	NJ	501(C)(3)	509(A)(3)	AH SYSTEM		No
(8) ATLANTICARE REGIONAL HEALTH SERVICES 2500 ENGLISH CREEK AVE BLDG 500 EGG HARBOR TOWNSHIP,NJ08234 80-0834222	HOLDING CO.	NJ	501(C)(3)	509(A)(3)	AH SYSTEM		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) COOP HLTH SVS OF SJ 1301 ATLANTIC AVENUE ATLANTIC CITY,NJ08401 22-3619231	WHOLESALE PURCH.	NJ	NA
(2) S JERSEY ONCOL PROP 2500 ENGLISH CREEK AVENUE EGG HARBOR TOWNSHIP,NJ08234 94-3463625	HEALTHCARE SVCS.	NJ	NA
(3) ATL SURGERY CTR LLC 2500 ENGLISH CREEK AVENUE EGG HARBOR TOWNSHIP,NJ08234 22-3491867	HEALTHCARE SVCS.	NJ	NA

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on 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
(1) ATLANTICARE HEALTH PLANS INC 1001 S GRAND STREET PO BOX 941 HAMMONTON,NJ08037 22-3265212	INSURANCE SVCS.	NJ	NA	C CORP.				No
(2) ENGLISH CREEK ASSURANCE LTD 98-0656394	FINANCIAL VEHICLE	BD	NA	FOREIGN CORP.				No
(3) ATLANTICARE HEALTH SOLUTIONS INC 2500 ENGLISH CREEK AVE BLDG 500 EGG HARBOR TOWNSHIP,NJ08234 38-3856295	ACO/HEALTH	NJ	NA	C CORP.				No
(4) ATLANTICARE ASSURANCE ALLIANCE INC 2500 ENGLISH CREEK AVE BLDG 500 EGG HARBOR TOWNSHIP,NJ08234 46-3730123	HEALTHCARE SVCS.	NJ	NA	C CORP.				No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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) . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

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

Yes

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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 V-UBI 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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference

Explanation

SCHEDULE R, PAT V

THE ORGANIZATION IS AN AFFILIATE WITHIN ATLANTICARE HEALTH SYSTEM, INC. AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM") WHICH INCLUDES ATLANTICARE REGIONAL MEDICAL CENTER. THE MEDICAL CENTER ROUTINELY PAYS EXPENSES FOR VARIOUS RELATED AFFILIATES IN THE ORDINARY COURSE OF BUSINESS. THESE RELATED PARTY TRANSACTIONS ARE RECORDED ON THE REVENUE/EXPENSE AND BALANCE SHEET STATEMENTS OF THIS ORGANIZATION AND ITS AFFILIATES. THESE ENTITIES WORK TOGETHER TO DELIVER HIGH QUALITY HEALTHCARE AND WELLNESS SERVICES TO THE COMMUNITIES IN WHICH THEY ARE SITUATED.

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: THE ORGANIZATION PROVIDES MEDICALLY NECESSARY HEALTHCARE SERVICES IN FURTHERANCE OF THE CHARITABLE PURPOSES OF ARMC; A RELATED IRC SECTION 501(C)(3) TAX-EXEMPT ORG.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	9
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	179
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
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) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	66,454,929	70,083,522
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-720,119	-1,078,635
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	65,734,810	69,004,887
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	21,088,898	26,026,910
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	45,239,933	51,788,510
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	66,328,831	77,815,420
19	Revenue less expenses. Subtract line 18 from line 12.......	-594,021	-8,810,533
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	13,696,365	19,501,125
21	Total liabilities (Part X, line 26).............	13,118,249	11,906,542
22	Net assets or fund balances. Subtract line 21 from line 20.....	578,116	7,594,583

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 70,033,880 including grants of $ 0 ) (Revenue $ 70,083,522 )
	EXPENSES INCURRED IN SERVING AS THE PHYSICIAN SERVICES COMPONENT OF ATLANTICARE HEALTH SYSTEM, INC. AND AFFILIATES AND ACTING IN FURTHERANCE OF THE CHARITABLE PURPOSES OF ATLANTICARE REGIONAL MEDICAL CENTER; A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3)TAX-EXEMPT ORGANIZATION WHICH PROVIDES MEDICALLY NECESSARY HEALTHCARE SERVICES to all individuals in a non-discriminatory manner regardless of RACE, COLOR, CREED, SEX, NATIONAL ORIGIN, RELIGION OR ability to pay. PLEASE REFER TO SCHEDULE O FOR THE ORGANIZATION'S COMMUNITY BENEFIT STATEMENT.

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 expenses70,033,880

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	4,604,541	2,866,344	898,850

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

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

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	NET PATIENT AND PROGRAM SERVICE REVENUE		541900	70,083,522	70,083,522
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			70,083,522
3	Investment income (including dividends, interest, and other similar amounts).......			-1,078,635			-1,078,635
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
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..			0
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...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			0
12	Total revenue. See Instructions......			69,004,887	70,083,522		-1,078,635


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			1,550,342	1	5,553,535
2	Savings and temporary cash investments .........			0	2	0
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			4,082,374	4	4,467,564
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
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
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			967,468	9	885,517
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	11,195,867
b	Less: accumulated depreciation .....	10b	5,183,045	5,838,603	10c	6,012,822
11	Investments—publicly traded securities ..........			0	11	0
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			219,936	14	219,936
15	Other assets. See Part IV, line 11 ...........			1,037,642	15	2,361,751
16	Total assets. Add lines 1 through 15 (must equal line 34)......			13,696,365	16	19,501,125
17	Accounts payable and accrued expenses .........			8,723,385	17	11,136,139
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
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..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
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....................			4,394,864	25	770,403
26	Total liabilities. Add lines 17 through 25.........			13,118,249	26	11,906,542
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			578,116	27	7,594,583
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	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 ...........			578,116	33	7,594,583
34	Total liabilities and net assets/fund balances ........			13,696,365	34	19,501,125