TY 2022 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/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) HELEN DAJER CNM...................................................................... APC TRUSTEE; CLINICAL NURSE MGR.	50.00 .................	X			68,467	24,513
(2) KAREN DASILVA MD...................................................................... PHYSICIAN TRUSTEE; INTERNIST	25.00 .................	X			64,641	23,698
(3) CRISTINA J DIAZ MD...................................................................... PHY. T'EE; CHIEF OB/GYN	50.00 .................	X			171,745	37,189
(4) JOO Y KIM MD...................................................................... PHY. T'EE; ASSOC CHAIR IM-NORTH	50.00 .................	X			136,559	40,108
(5) JON KINGSDALE PHD...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			4,167	0
(6) LAURA Z LEE MD...................................................................... PHY T'EE&BOARD CHAIR; CH.PEDIATRICS	50.00 .................	X			135,759	15,502
(7) RICHARD MACDONALD...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			4,167	0
(8) ROBERT MECHANIC...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			4,167	0
(9) SCOTT R PERMAN MD...................................................................... PHYSICIAN TRUSTEE; INTERNIST	50.00 .................	X			145,755	7,994
(10) VINOD SAHNEY PHD...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			4,167	0
(11) LESLIE TESO-LICHTMAN...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			4,167	0
(12) STEPHEN WRIGHT...................................................................... COMMUNITY TRUSTEE	4.00 .................	X			0	0
(13) PATRICK M HOLLAND...................................................................... TREASURER AND CFO	50.00 .................		X		217,619	33,253
(14) KIMBERLY L NELSON...................................................................... CLERK; CHIEF LEGAL OFFICER	50.00 .................		X		153,404	33,897
(15) STEVEN L STRONGWATER MD...................................................................... PRESIDENT AND CEO	50.00 .................		X		690,950	41,469
(16) CHRISTOPHER M ANDREOLI MD...................................................................... CHIEF OPERATING & TRANSFORMATION OFF	50.00 .................			X	237,485	10,185
(17) JOE KIMURA MD...................................................................... CHIEF MEDICAL OFFICER	50.00 .................			X	188,883	35,395

(A) Name and business address	(B) Description of services	(C) Compensation
EPIC PO BOX 88314 MILWAUKEE,WI53288	IT SERVICES	2,003,498
QUEST DIAGNOSTICS PO BOX 844226 BOSTON,MA02284	LABORATORY SERVICES	936,984
MCDERMOTT WILL & EMERY PO BOX 6043 CHICAGO,IL60680	LEGAL SERVICES	647,986
MOTION PT MANAGEMENT INC 1516 HWY STE 138 1C WALL,NJ07719	PHYSICAL THERAPY	366,025
PREMIER DIAGNOSTIC SERVICES 54 BODWELL ST AVON,MA02322	LABORATORY SERVICES	353,135
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 160

- TIN:

SCHEDULE A
(Form 990)

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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Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public
Inspection

Name of the organization

ATRIUS HEALTH INC

Employer identification number

04-3397450

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 12, 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 (Form 990).)

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 agricultural research organization described in 170(b)(1)(A)(ix) operated in conjunction with a land-grant college or university or a non-land grant college of agriculture. See instructions. Enter the name, city, and state of the college or university:

An organization that normally receives: (1) more than 33 1/3% 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 33 1/3% 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 on lines 12a through 12d that describes the type of supporting organization and complete lines 12e, 12f, and 12g.

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 990-EZ.

Cat. No. 11285F

Schedule A (Form 990) 2022

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 failed to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..
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) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(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 5 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 2022 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2020 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2022. 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—2021. 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—2022. 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—2021. 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) 2022

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 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) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	2,082	9,058				11,140
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	1,885,571,878	2,151,245,379	2,076,028,637	2,158,344,544	918,577,439	9,189,767,877
3	Gross receipts from activities that are not an unrelated trade or business under section 513 .....
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge
6	Total. Add lines 1 through 5	1,885,573,960	2,151,254,437	2,076,028,637	2,158,344,544	918,577,439	9,189,779,017
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.)						9,189,779,017

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) 2022	(f) Total
9	Amounts from line 6...	1,885,573,960	2,151,254,437	2,076,028,637	2,158,344,544	918,577,439	9,189,779,017
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	11,744,821	16,297,284	15,229,267	12,539,719	2,925,168	58,736,259
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.	4,313	8,378	9,528	21,267	6,794	50,280
c	Add lines 10a and 10b.	11,749,134	16,305,662	15,238,795	12,560,986	2,931,962	58,786,539
11	Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..	1,897,323,094	2,167,560,099	2,091,267,432	2,170,905,530	921,509,401	9,248,565,556

First 5 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 2022 (line 8, column (f) divided by line 13, column (f)) .........

99.360 %

Public support percentage from 2021 Schedule A, Part III, line 15 ...............

99.240 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2022 (line 10c, column (f) divided by line 13, column (f)) ......

0.640 %

Investment income percentage from 2021 Schedule A, Part III, line 17 .............

0.760 %

19a

33 1/3% support tests-2022. 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—2021. 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) 2022

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 12 of Part I. If you checked box 12a, of Part I, complete Sections A and B. If you checked box 12b, of Part I, complete Sections A and C. If you checked box 12c, of Part I, complete Sections A, D, and E. If you checked box12d, 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 lines 3b and 3c 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 box 12a or 12b in Part I, answer lines 4b and 4c 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 lines 5b and 5c 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 (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) 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 section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% 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 on line 7? If “Yes,” complete Part I 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 on line 9a) 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 on line 9a) 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 section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b 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

Schedule A (Form 990) 2022

Page 5

Part IV

Supporting Organizations (continued)

Yes

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 on lines 11b and 11c below, the governing body of a supported organization?

11a

A family member of a person described on 11a above?

11b

A 35% controlled entity of a person described on line 11a or 11b above? If “Yes” to 11a, 11b, or 11c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the officers, 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, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) 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 line 2 above, 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 lines 2a and 2b 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 on line 2a, above 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 lines 3a and 3b 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?If "Yes" or "No", 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) 2022

Page 6

Part V

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

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970 (explain in Part VI). 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 0.015 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 0.035	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

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) 2022

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations(continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes	1
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity	2
3 Administrative expenses paid to accomplish exempt purposes of supported organizations	3
4 Amounts paid to acquire exempt-use assets	4
5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI)	5
6 Other distributions (describe in Part VI). See instructions	6
7Total annual distributions. Add lines 1 through 6.	7
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions	8
9 Distributable amount for 2022 from Section C, line 6	9
10 Line 8 amount divided by Line 9 amount	10

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2022	(iii) Distributable Amount for 2022
1 Distributable amount for 2022 from Section C, line 6
2 Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI). See instructions.
3 Excess distributions carryover, if any, to 2022:
a From 2017.......
b From 2018.......
c From 2019.......
d From 2020.......
e From 2021.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2022 distributable amount
i Carryover from 2017 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from line 3f.
4Distributions for 2022 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2022 distributable amount
c Remainder. Subtract lines 4a and 4b from line 4.
5 Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions.
6 Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions.
7 Excess distributions carryover to 2023. Add lines 3j and 4c.
8 Breakdown of line 7:
a Excess from 2018.....
b Excess from 2019.....
c Excess from 2020.....
d Excess from 2021.....
e Excess from 2022.....

Schedule A (Form 990) (2022)

Schedule A (Form 990) 2022

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
PART III, SHORT YEAR EXPLANATION:	THE SUPPORT INFORMATION FOR 2022 COVERS THE PERIOD JANUARY 1 THROUGH MAY 31, 2022. AS OF JUNE 1, 2022, ATRIUS HEALTH IS NOT A QUALIFIED PUBLIC CHARITY UNDER IRC 501(C)(3) AND INELIGIBLE TO FILE AS A TAX-EXEMPT ENTITY AFTER MAY 31, 2022.

Schedule A (Form 990) 2022

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public
Inspection

If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

ATRIUS HEALTH INC

Employer identification number

04-3397450

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV. See instructions for definition of “political campaign activities."

Political campaign activity expenditures. See instructions .................................................................... SchCMd Bullet

Volunteer hours for political campaign activities. See instructions ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b........... SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6

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

Cat. No. 50084S

Schedule C (Form 990) 2021

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................
b	Total lobbying expenditures to influence a legislative body (direct lobbying) ........................
c	Total lobbying expenditures (add lines 1a and 1b) ............................................................
d	Other exempt purpose expenditures ...............................................................................
e	Total exempt purpose expenditures (add lines 1c and 1d) ..................................................
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................................................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ...................................................................................................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2018	(b) 2019	(c) 2020	(d) 2021	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990) 2021

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes|No

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Yes

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Yes

40,000

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Yes

59,550

Total. Add lines 1c through 1i ....................................................................................................

99,550

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................

Taxable amount of lobbying and political expenditures. See Instructions .........................................

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
PART II-B, LINE 1:	ATRIUS HEALTH IS AN INNOVATIVE NON-PROFIT HEALTHCARE ORGANIZATION THAT IS TAX EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AS AMENDED THAT DELIVERS A SYSTEM OF CONNECTED CARE TO 705,000 PATIENTS ACROSS EASTERN MASSACHUSETTS. IN FULFILLMENT OF THE ATRIUS HEALTH MISSION TO PROVIDE THE RIGHT CARE WITH KINDNESS AND COMPASSION EVERY DAY TO EVERY PERSON THAT WE SERVE, ATRIUS HEALTH ADVOCATES ON BEHALF OF OUR CLINICIANS, EMPLOYEES AND PATIENTS ON ISSUES SUCH AS PAYMENT REFORM, HEALTH CARE REFORM, PHARMACY AND ISSUES AFFECTING EMPLOYERS TO INCREASE THE QUALITY OF CARE AND HEALTH OF OUR COMMUNITY, MAKE CARE MORE AFFORDABLE, IMPROVE THE PATIENT EXPERIENCE AND CREATE A MEANINGFUL WORK EXPERIENCE. ACTIVITIES IN 2022 ARE DESCRIBED BELOW: MONITORED VARIOUS LEGISLATIVE AND REGULATORY HEARINGS, PREPARED WRITTEN AND ORAL TESTIMONY WHERE NECESSARY. TRACKED KEY LEGISLATION RELATED TO HEALTH CARE AFFECTING ATRIUS HEALTH, INCLUDING OUR CLINICIANS, EMPLOYEES AS WELL AS OUR PATIENTS. PARTICIPATED IN VARIOUS COALITIONS AND ASSOCIATIONS BOTH STATE AND FEDERALLY ON A WIDE VARIETY OF ISSUES (E.G. AMGA, BETTER MEDICARE ALLIANCE, MASSACHUSETTS MEDICAL SOCIETY, MASSACHUSETTS HEALTH & HOSPITAL ASSOCIATION, ETC..) IN ORDER TO ENSURE THAT ISSUES AFFECTING PHYSICIAN PRACTICES ARE INCLUDED IN ONGOING ASSOCIATION ACTIVITIES. PERIODICALLY PARTICIPATED IN LEGISLATIVE BRIEFINGS AND PANELS AS WELL AS ONGOING INTERACTIONS WITH STATE AND FEDERAL POLICYMAKERS TO PROVIDE EDUCATION ON KEY ISSUES SUCH AS TELEHEALTH, PRIMARY CARE, WORKFORCE ISSUES AND VALUE-BASED PAYMENT.

Return Reference

Explanation

PART II-B, LINE 1:

ATRIUS HEALTH IS AN INNOVATIVE NON-PROFIT HEALTHCARE ORGANIZATION THAT IS TAX EXEMPT UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AS AMENDED THAT DELIVERS A SYSTEM OF CONNECTED CARE TO 705,000 PATIENTS ACROSS EASTERN MASSACHUSETTS. IN FULFILLMENT OF THE ATRIUS HEALTH MISSION TO PROVIDE THE RIGHT CARE WITH KINDNESS AND COMPASSION EVERY DAY TO EVERY PERSON THAT WE SERVE, ATRIUS HEALTH ADVOCATES ON BEHALF OF OUR CLINICIANS, EMPLOYEES AND PATIENTS ON ISSUES SUCH AS PAYMENT REFORM, HEALTH CARE REFORM, PHARMACY AND ISSUES AFFECTING EMPLOYERS TO INCREASE THE QUALITY OF CARE AND HEALTH OF OUR COMMUNITY, MAKE CARE MORE AFFORDABLE, IMPROVE THE PATIENT EXPERIENCE AND CREATE A MEANINGFUL WORK EXPERIENCE. ACTIVITIES IN 2022 ARE DESCRIBED BELOW: MONITORED VARIOUS LEGISLATIVE AND REGULATORY HEARINGS, PREPARED WRITTEN AND ORAL TESTIMONY WHERE NECESSARY. TRACKED KEY LEGISLATION RELATED TO HEALTH CARE AFFECTING ATRIUS HEALTH, INCLUDING OUR CLINICIANS, EMPLOYEES AS WELL AS OUR PATIENTS. PARTICIPATED IN VARIOUS COALITIONS AND ASSOCIATIONS BOTH STATE AND FEDERALLY ON A WIDE VARIETY OF ISSUES (E.G. AMGA, BETTER MEDICARE ALLIANCE, MASSACHUSETTS MEDICAL SOCIETY, MASSACHUSETTS HEALTH & HOSPITAL ASSOCIATION, ETC..) IN ORDER TO ENSURE THAT ISSUES AFFECTING PHYSICIAN PRACTICES ARE INCLUDED IN ONGOING ASSOCIATION ACTIVITIES. PERIODICALLY PARTICIPATED IN LEGISLATIVE BRIEFINGS AND PANELS AS WELL AS ONGOING INTERACTIONS WITH STATE AND FEDERAL POLICYMAKERS TO PROVIDE EDUCATION ON KEY ISSUES SUCH AS TELEHEALTH, PRIMARY CARE, WORKFORCE ISSUES AND VALUE-BASED PAYMENT.

Schedule C (Form 990) 2021

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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2022

Open to Public Inspection

Name of the organization

ATRIUS HEALTH INC

Employer identification number

04-3397450

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 on 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 on 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 on 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 on 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? .............

Yes

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 on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

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

Were any amounts reported on 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" on 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) 2022

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 on 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, 1099-MISC compensation, and/or 1099-NEC			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column (B) reported as deferred on 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)
1CRISTINA J DIAZ MD PHY. T'EE; CHIEF OB/GYN	(i) (ii)	152,299 ------------- 0	0 ------------- 0	19,446 ------------- 0	13,747 ------------- 0	23,442 ------------- 0	208,934 ------------- 0	0 ------------- 0
2JOO Y KIM MD PHY. T'EE; ASSOC CHAIR IM-NORTH	(i) (ii)	136,155 ------------- 0	0 ------------- 0	404 ------------- 0	18,846 ------------- 0	21,262 ------------- 0	176,667 ------------- 0	0 ------------- 0
3LAURA Z LEE MD PHY T'EE&BOARD CHAIR; CH.PEDIATRICS	(i) (ii)	134,774 ------------- 0	0 ------------- 0	985 ------------- 0	14,830 ------------- 0	672 ------------- 0	151,261 ------------- 0	0 ------------- 0
4SCOTT R PERMAN MD PHYSICIAN TRUSTEE; INTERNIST	(i) (ii)	124,143 ------------- 0	0 ------------- 0	21,612 ------------- 0	5,689 ------------- 0	2,305 ------------- 0	153,749 ------------- 0	0 ------------- 0
5PATRICK M HOLLAND TREASURER AND CFO	(i) (ii)	216,248 ------------- 0	0 ------------- 0	1,371 ------------- 0	19,800 ------------- 0	13,453 ------------- 0	250,872 ------------- 0	0 ------------- 0
6KIMBERLY L NELSON CLERK; CHIEF LEGAL OFFICER	(i) (ii)	151,491 ------------- 0	0 ------------- 0	1,913 ------------- 0	21,776 ------------- 0	12,121 ------------- 0	187,301 ------------- 0	0 ------------- 0
7STEVEN L STRONGWATER MD PRESIDENT AND CEO	(i) (ii)	339,858 ------------- 0	0 ------------- 0	351,092 ------------- 0	39,200 ------------- 0	2,269 ------------- 0	732,419 ------------- 0	0 ------------- 0
8CHRISTOPHER M ANDREOLI MD CHIEF OPERATING & TRANSFORMATION OFF	(i) (ii)	236,539 ------------- 0	0 ------------- 0	946 ------------- 0	9,462 ------------- 0	723 ------------- 0	247,670 ------------- 0	0 ------------- 0
9JOE KIMURA MD CHIEF MEDICAL OFFICER	(i) (ii)	168,071 ------------- 0	0 ------------- 0	20,812 ------------- 0	23,123 ------------- 0	12,272 ------------- 0	224,278 ------------- 0	0 ------------- 0
10DANIEL D MORIARTY CIO	(i) (ii)	150,377 ------------- 0	0 ------------- 0	3,180 ------------- 0	16,874 ------------- 0	11,085 ------------- 0	181,516 ------------- 0	0 ------------- 0
11LOUIS A BLEY MD ASSO. CHAIR, SPECIALTIES	(i) (ii)	349,897 ------------- 0	0 ------------- 0	21,520 ------------- 0	30,966 ------------- 0	14,648 ------------- 0	417,031 ------------- 0	0 ------------- 0
12JOHN B LAZOR MD OTOLARYNGOLOGIST	(i) (ii)	412,385 ------------- 0	0 ------------- 0	18,906 ------------- 0	33,923 ------------- 0	14,497 ------------- 0	479,711 ------------- 0	0 ------------- 0
13KAI MITHOEFER MD ORTHOPEDIST	(i) (ii)	281,276 ------------- 0	0 ------------- 0	10,307 ------------- 0	11,831 ------------- 0	13,388 ------------- 0	316,802 ------------- 0	0 ------------- 0
14JAMES E PHILLIPS MD ORTHOPEDIST	(i) (ii)	365,140 ------------- 0	72,000 ------------- 0	216,510 ------------- 0	22,755 ------------- 0	14,334 ------------- 0	690,739 ------------- 0	0 ------------- 0
15CHRIS SAMBAZIOTIS MD ORTHOPEDIST	(i) (ii)	365,891 ------------- 0	58,500 ------------- 0	842 ------------- 0	29,248 ------------- 0	12,010 ------------- 0	466,491 ------------- 0	0 ------------- 0

Schedule J (Form 990) 2022

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
PART I, LINES 4A-B	SCHEDULE J, QUESTION 4B - INDIVIDUALS LISTED IN FORM 990, PART VII, SECTION A WHO PARTICIPATED IN, OR RECEIVED PAYMENT FROM, A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. CHRISTOPHER ANDREOLI; LOUIS BLEY; KAREN DASILVA; CRISTINA DIAZ; JOO KIM; JOSEPH KIMURA; LAURA LEE; KAI MITHOEFER: JAMES PHILLIPS; CHRIS SAMBAZIOTIS; STEVEN STRONGWATER

Schedule J (Form 990) 2022

Additional Data

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Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

SCHEDULE N
(Form 990)

Department of the Treasury
Internal Revenue Service

Liquidation, Termination, Dissolution, or Significant Disposition of Assets
bullet

Complete if the organization answered "Yes" on Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.
bullet

Attach certified copies of any articles of dissolution, resolutions, or plans.
bullet

Attach to Form 990 or 990-EZ.
bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2022

Open to Public
Inspection

Name of the organization
ATRIUS HEALTH INC

Employer identification number
04-3397450

Part I

Liquidation, Termination, or Dissolution. Complete this part if the organization answered "Yes" on Form 990, Part IV, line 31, or Form 990-EZ, line 36. Part I can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity
SEE SCHEDULE O STATEMENT	05-31-2022	236,000,000	SEE SCHEDULE O STATEMENT	26-4517944	ATRIUS HEALTH EQUITY FOUNDATION INC (FKA ATRIUS HEALTH FOUNDATION INC) 241 PERKINS ST SUITE C210 BOSTON,MA02130	501(C)(3)

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? ...........................

Become an employee of, or independent contractor for, a successor or transferee organization? .....................

Yes

Become a direct or indirect owner of a successor or transferee organization? .....................

Receive, or become entitled to, compensation or other similar payments as a result of the organization's liquidation, termination, or dissolution? ........

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

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

Cat. No. 50087Z

Schedule N (Form 990) (2022)

Page 2

Part I

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 (Total liabilities), should equal -0-.

Yes

Did the organization distribute its assets in accordance with its governing instrument(s)? If "No," describe in Part III .............

Yes

Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? ......

Yes

If "Yes," did the organization provide such notice? .....................

Yes

Did the organization discharge or pay all of its liabilities in accordance with state laws? .....................

Yes

Did the organization have any tax-exempt bonds outstanding during the year? .....................

Yes

If "Yes" on line 6a, did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws?

Yes

If "Yes" on line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If "No" on line 6b, explain in Part III.

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered "Yes" on Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? .........................

Become an employee of, or independent contractor for, a successor or transferee organization? .....................

Yes

Become a direct or indirect owner of a successor or transferee organization? .....................

Receive, or become entitled to, compensation or other similar payments as a result of the organization's significant disposition of assets? ........

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

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

Cat. No. 50087Z

Schedule N (Form 990) (2022)

Page 3

Part III

Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. Also complete this part to provide any additional information.

Return Reference	Explanation

PART I, LINE 2E:	PERSON(S) INVOLVED: INDIVIDUALS WHO BECAME AN OFFICER OF ATRIUS MSO:STEVEN L. STRONGWATER, MD : PRESIDENT AND CEOPATRICK HOLLAND : CFOCHRISTOPHER ANDREOLI : CHIEF TRANSFORMATION OFFICER AND CHIEF OPERATING OFFICER
PART I, LINE 2E:	EXPLANATION OF INVOLVEMENT: UPON THEIR TRANSFER TO ATRIUS MSO, THE INDIVIDUALS RESPONSIBILITIES AND COMPENSATION DID NOT CHANGE.
PART I, LINE 6C:	TAX-EXEMPT BONDS OUTSTANDING IN 2022 - EXPLANATION OF HOW THE ORGANIZATION DEFEASED OR OTHERWISE SETTLED THE LIABILITIES:EFFECTIVE AS OF MAY 31, 2022 (THE "EFFECTIVE DATE"), ATRIUS HEALTH, INC. HAS REDEEMED OR MADE PROVISION FOR THE PAYMENT, DISCHARGE AND DEFEASANCE OF THE REMAINING OUTSTANDING PRINCIPAL OF THE BONDS LISTED BELOW. THE SERIES A BONDS (AS DEFINED BELOW) MATURING ON OR AFTER JUNE 1, 2029 WILL BE CALLED FOR OPTIONAL REDEMPTION ON JUNE 1, 2029. THE SERIES B BONDS (AS DEFINED BELOW) WERE OPTIONALLY REDEEMED AS OF THE EFFECTIVE DATE. MASSACHUSETTS DEVELOPMENT FINANCE AGENCYREVENUE BONDS, ATRIUS HEALTH ISSUE, SERIES A (2019) (THE "SERIES A BONDS")DEFEASED OUTSTANDING PRINCIPAL: MATURITY DATE: JUNE 1, 2039; PRINCIPAL: $53,735,000; CUSIP: 57584YSJ9 MATURITY DATE: JUNE 1, 2049; PRINCIPAL: $83,950,000; CUSIP: 57584YSK6 MASSACHUSETTS DEVELOPMENT FINANCE AGENCYREVENUE BONDS, ATRIUS HEALTH ISSUE, SERIES B (2019) (FEDERALLY TAXABLE) (THE "SERIES B BONDS")REDEEMED OUTSTANDING PRINCIPAL: MATURITY DATE: JUNE 1, 2024; PRINCIPAL: $ 9,660,000; CUSIP: 57584YSG5 MATURITY DATE: JUNE 1, 2029; PRINCIPAL: $19,115,000; CUSIP: 57584YSH3

Schedule N (Form 990) (2022)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990)

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

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2021

Open to Public
Inspection

Name of the organization

ATRIUS HEALTH INC

Employer identification number

04-3397450

Return Reference	Explanation
FORM 990, PART I, LINE 1	ATRIUS HEALTH'S MOST SIGNIFICANT ACTIVITIES ARE: 1) PROVIDING OUTSTANDING HEALTHCARE FOR PATIENTS ACROSS EASTERN MASSACHUSETTS, 30 CLINICAL SITES FROM CHELMSFORD IN THE NORTH TO CAPE COD IN THE SOUTH AND TO RT 495 IN THE WEST AND INNOVATING THE WAY IN WHICH CARE IS DELIVERED. 2) TEACHING THE NEXT GENERATION OF CLINICIANS, INCLUDING MEDICAL STUDENTS AND RESIDENTS FROM HARVARD MEDICAL SCHOOL AND TUFTS MEDICAL SCHOOL, AS WELL AS MASSACHUSETTS COLLEGE OF PHARMACY AND OTHER NURSING AND ANCILLARY PROGRAMS. 3) CONDUCTING CLINICAL RESEARCH LARGELY AIMED AT IMPROVING THE WAY IN WHICH CARE IS DELIVERED.
STATEMENT 2: DESCRIPTION OF ORGANIZATION'S PROGRAM SERVICE ACCOMPLISHMENTS	ATRIUS HEALTH PROVIDES OUTSTANDING AND INNOVATIVE HEALTHCARE TO PATIENTS ACROSS EASTERN MASSACHUSETTS, IN 30 CLINICAL SITES FROM CHELMSFORD IN THE NORTH TO CAPE COD IN THE SOUTH AND TO RT 495 IN THE WEST. IN 2022 THE ORGANIZATION PROVIDED MEDICAL, PREVENTATIVE AND OTHER CLINICAL SERVICES TO ITS APPROXIMATELY 554,000 PATIENTS THROUGH 845,057 PATIENT ENCOUNTERS (INCLUDING 78,928 MEDICAID AND 212,097 MEDICARE ENCOUNTERS). THE ORGANIZATION PARTICIPATED IN EDUCATIONAL AND TRAINING PROGRAMS FOR THE NEXT GENERATION OF CLINICIANS, INCLUDING RESIDENTS, FELLOWS, MEDICAL STUDENTS, NURSING STUDENTS, NP AND PA STUDENTS, PHARMACY STUDENTS AND PT STUDENTS FROM HARVARD MEDICAL SCHOOL, TUFTS MEDICAL SCHOOL, MCPHS UNIVERSITY AND OTHERS. SUCH PROGRAMS INCLUDED CLINICIAN TEACHERS. THE ORGANIZATION CONDUCTED CLINICAL RESEARCH LARGELY AIMED AT IMPROVING THE WAY IN WHICH CARE IS DELIVERED.
FORM 990, PART VI, SECTION A, LINE 6	THE VOTING MEMBERS OF THE CORPORATION ("VMOCS") ARE EMPLOYED PHYSICIANS WHO HAVE BEEN EMPLOYED BY THE ORGANIZATION FOR 2 YEARS AND ACHIEVE VMOC STATUS IN ACCORDANCE WITH ORGANIZATION'S POLICY AND PROCEDURES. THE VMOCS DO NOT HAVE ANY GOVERNANCE RIGHTS AND DO NOT SERVE AS STATUTORY MEMBERS.
FORM 990, PART VI, SECTION A, LINE 7A	PER THE BYLAWS IN EFFECT THROUGH MAY 31, 2022, THE VMOCS ELECT THE PHYSICIAN TRUSTEES WHO SERVE ON THE ORGANIZATION'S BOARD OF TRUSTEES. THE VMOCS HAVE NO STATUTORY MEMBER AUTHORITY OR OTHER GOVERNANCE RIGHTS.
FORM 990, PART VI, SECTION B, LINE 11B	AS OF CLOSE OF BUSINESS ON MAY 31, 2022, ATRIUS HEALTH, INC. CONSUMMATED A TRANSACTION WITH COLLABORATIVE CARE HOLDINGS, INC, A WHOLLY-OWNED SUBSIDIARY OF OPTUM CARE, IN WHICH ALL OF THE ASSETS OF ATRIUS HEALTH, INC. WERE PURCHASED AND ATRIUS HEALTH'S TAX-EXEMPT STATUS WAS TERMINATED. IN ADDITION, EFFECTIVE WITH THE CONSUMMATION OF THE TRANSACTION, THE ATRIUS HEALTH, INC. BOARD OF TRUSTEES WAS DISBANDED, AND ATRIUS HEALTH FOUNDATION, INC. (NOW KNOWN AS ATRIUS HEALTH EQUITY FOUNDATION) BECAME INDEPENDENT OF ATRIUS HEALTH, INC. BECAUSE THE ATRIUS HEALTH, INC. BOARD OF TRUSTEES HAS BEEN DISBANDED, ATRIUS HEALTH ASKED THE CURRENT TREASURER OF THE ATRIUS HEALTH EQUITY FOUNDATION, AND A FORMER BOARD MEMBER OF ATRIUS HEALTH, INC. TO REVIEW THE FILING PRIOR TO SUBMISSION. IN ADDITION, MANAGEMENT OF ATRIUS HEALTH REVIEWED AND PROVIDED SOURCE DATA AND DOCUMENTATION FOR THE FILING.
FORM 990, PART VI, SECTION B, LINE 12C	THE ORGANIZATION'S OFFICERS, TRUSTEES, KEY EMPLOYEES, SENIOR MANAGERS AND CERTAIN OTHER EMPLOYEES AS APPROPRIATE ARE REQUIRED TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS DEFINED BY THE ORGANIZATION'S CONFLICT OF INTEREST POLICY (POLICY), WHICH INCORPORATES THE IRS CONFLICT OF INTEREST RECOMMENDATIONS. THE RESPONSES ARE REVIEWED BY THE CHIEF LEGAL OFFICER. IN THE EVENT THE CHIEF LEGAL OFFICER DETERMINES THAT A DISCLOSURE MAY RESULT IN A REAL OR POTENTIAL CONFLICT OF INTEREST, THEN THE CHIEF LEGAL OFFICER REVIEWS SUCH POTENTIAL CONFLICT WITH THE CHAIR OF THE GOVERNANCE COMMITTEE. IN ACCORDANCE WITH THE CONFLICT OF INTEREST POLICY, AS DETERMINED BY THE CHAIR OF THE GOVERNANCE COMMITTEE, ANY SUCH DISCLOSURE THAT MEETS THE DEFINITION OF A POTENTIAL CONFLICT IS REVIEWED BY EITHER THE GOVERNANCE COMMITTEE OR THE BOARD OF TRUSTEES AND IS ADDRESSED AS DIRECTED BY THE GOVERNANCE COMMITTEE OR THE BOARD. IN ACCORDANCE WITH THE POLICY, OFFICERS, TRUSTEES, KEY EMPLOYEES, SENIOR MANAGERS AND CERTAIN OTHER EMPLOYEES AS APPROPRIATE ARE EXPECTED TO DISCLOSE ANY POTENTIAL CONFLICTS OF INTEREST THAT ARISES DURING THE YEAR AND ANY SUCH POTENTIAL CONFLICT WOULD BE REVIEWED IN ACCORDANCE WITH THE PROCESS NOTED ABOVE.
FORM 990, PART VI, SECTION B, LINE 15	CERTAIN COMMUNITY TRUSTEES, WHO MEET THE IRS'S DEFINITION OF INDEPENDENCE, SERVE AS THE VOTING MEMBERS OF THE COMPENSATION COMMITTEE, A COMMITTEE OF THE ORGANIZATION'S BOARD OF TRUSTEES. IN ACCORDANCE WITH THE ORGANIZATION'S BYLAWS, THE COMPENSATION COMMITTEE: (I) CONSULTS WITH A NATIONALLY RECOGNIZED COMPENSATION CONSULTING COMPANY TO ASSIST IT IN DETERMINING THAT COMPENSATION RANGES AND STRUCTURES ARE REASONABLE (AS DEFINED BY APPLICABLE INTERNAL REVENUE SERVICE (IRS) REGULATIONS AND RULINGS); AND (II) ADOPTS AND IMPLEMENTS POLICIES AND PROCEDURES CONSISTENT WITH SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME, AND THE REGULATIONS ISSUED THEREUNDER. THE COMPENSATION COMMITTEE APPROVES COMPENSATION FOR OFFICERS AND OTHER EMPLOYEES AS APPROPRIATE BASED ON RESEARCH AND STATEMENTS OF REASONABLENESS FROM NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS WHO PROVIDE AN ANALYSIS OF THE MARKET COMPETITIVENESS AND REASONABLENESS OF THE COMPENSATION. ANNUALLY THE COMPENSATION COMMITTEE APPROVES THE ORGANIZATIONAL GOALS AND RELATED METRICS FOR THE CEO, OFFICERS AND CERTAIN OTHER EMPLOYEES. THE KEY CRITERIA FOR OFFICERS, CERTAIN EMPLOYEES AND PHYSICIANS ARE MARKET COMPETITIVENESS, ORGANIZATIONAL ACHIEVEMENT AND INDIVIDUAL PERFORMANCE. CEO COMPENSATION IS BASED ON MARKET COMPETITIVENESS, AN EVALUATION OF INDIVIDUAL PERFORMANCE, AN ASSESSMENT OF ACHIEVEMENT OF ORGANIZATIONAL GOALS AND SUBJECTIVE AND OBJECTIVE MEASUREMENTS APPROVED BY THE COMPENSATION COMMITTEE. COMPENSATION DECISIONS BY THE COMPENSATION COMMITTEE ARE MADE IN ADVANCE OF IMPLEMENTATION AND ARE PROPERLY DOCUMENTED ON A TIMELY BASIS IN COMPENSATION COMMITTEE MINUTES. ALL COMPENSATION DECISIONS RELATED TO OFFICERS AND CERTAIN DEFINED EMPLOYEES AND THE PHYSICIAN COMPENSATION MODELS MUST BE APPROVED BY THE ORGANIZATION'S COMPENSATION COMMITTEE.
FORM 990, PART VI, SECTION C, LINE 19	FINANCIAL STATEMENTS ARE ATTACHED TO THE MA FORM PC FILED WITH THE ATTORNEY GENERAL'S OFFICE, WHICH IS AVAILABLE TO THE PUBLIC FOR INSPECTION. THE ARTICLES OF ORGANIZATION ARE AVAILABLE AT THE MASSACHUSETTS SECRETARY OF STATE'S OFFICE, INCLUDING THROUGH ITS WEBSITE. OTHER GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT GENERALLY AVAILABLE TO THE PUBLIC. REQUESTS FOR COPIES OF SUCH DOCUMENTS ARE CONSIDERED ON A CASE BY CASE BASIS.
FORM 990, PART IX, LINE 11G	OUTSIDE UTILIZATION CHARGES (CAPITATION CONTRACTS): PROGRAM SERVICE EXPENSES 447,666,279. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 447,666,279. OTHER SERVICES: PROGRAM SERVICE EXPENSES 7,736,990. MANAGEMENT AND GENERAL EXPENSES 1,435,970. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,172,960.
FORM 990, PART XI, LINE 9:	DISPOSITION OF NET ASSETS PURSUANT TO PLAN APPROVED BY MA AGO (SEE SCH. O) -209,623,246.
CHANGE IN ORGANIZATION STRUCTURE - FINAL FORM 990	AFTER THE CLOSE OF BUSINESS ON MAY 31, 2022, ATRIUS HEALTH, INC. ("ATRIUS") BECAME PART OF OPTUMCARE. OPTUMCARE IS A NATIONAL, PHYSICIAN-LED, CARE DELIVERY ORGANIZATION COMPRISED OF MULTI-SPECIALTY PHYSICIAN GROUPS, A NATIONAL URGENT CARE PLATFORM, AND A NATIONAL PLATFORM OF OWNED AND MANAGED AMBULATORY SURGERY CENTERS. OPTUMCARE IS BUT ONE DIVISION OF OPTUM, INC., A MULTI-NATIONAL ORGANIZATION THAT IN ADDITION TO CARE DELIVERY AND SERVICES PROVIDED BY ITS OPTUM HEALTH SEGMENT PROVIDES HEALTHCARE ANALYTICS AND PAYMENT SUPPORT SERVICES THROUGH OPTUM INSIGHT, AND PHARMACY BENEFIT MANAGEMENT AND PHARMACY CARE SERVICES THROUGH OPTUMRX. OPTUM IS PART OF UNITED HEALTH GROUP, INC. A PUBLICLY-TRADED ORGANIZATION THAT ALSO INCLUDES A HEALTH INSURANCE AND BENEFITS ORGANIZATION, UNITED HEALTHCARE. TRANSACTION FORMAT ATRIUS IS A MASSACHUSETTS NON-STOCK (I.E. NONPROFIT) CORPORATION THAT PRIOR TO THE OPTUM TRANSACTION WAS RECOGNIZED AS A PUBLIC CHARITY UNDER STATE LAW, AS WELL AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SECTION 501(C)(3). IN JOINING OPTUM, ATRIUS NO LONGER SATISFIES IRC REQUIREMENTS TO REMAIN A FEDERAL TAX EXEMPT ORGANIZATION. ADDITIONALLY, ATRIUS COULD NO LONGER BE RECOGNIZED AS A CHARITY UNDER MASSACHUSETTS LAW, AND THUS NEEDED TO FORMALLY SEPARATE FROM ITS WHOLLY-OWNED SUBSIDIARY, ATRIUS HEALTH FOUNDATION, INC. ("FOUNDATION"). HOWEVER, ATRIUS REMAINS A MASSACHUSETTS NON-STOCK CORPORATION, ALBEIT ONE THAT IS NO LONGER A PUBLIC CHARITY UNDER FEDERAL AND STATE LAW. IN ITS REQUEST TO THE OAG FOR APPROVAL OF THE TRANSACTION, ATRIUS COMMITTED TO OPERATING EXCLUSIVELY AND USE PROFITS SOLELY TO FURTHER ITS MEDICAL PURPOSES (G.L. CH. 180, S. 4), TO NOT DISTRIBUTE PROFITS TO PRIVATE PARTIES, AND TO ENGAGE IN FAIR MARKET VALUE CONTRACTING. IN ANTICIPATION OF THE TRANSACTION WITH OPTUM, IN LATE 2021, ATRIUS FORMED A NEW MANAGEMENT SERVICES ORGANIZATION, ATRIUS MSO, LLC ("MSO"), WHICH WAS WHOLLY-OWNED BY ATRIUS UNTIL THE TRANSACTION WITH OPTUM WAS CONSUMMATED. EFFECTIVE JANUARY 1, 2022, THE MSO EMPLOYED CERTAIN CLINICAL AND NON-CLINICAL EMPLOYEES THAT HAD BEEN EMPLOYED BY ATRIUS. ATRIUS CONTRIBUTED SUBSTANTIALLY ALL OF ITS ASSETS AND OPERATIONS TO THE MSO, NOW WHOLLY-OWNED BY AN OPTUM COMPANY,COLLABORATIVE CARE HOLDINGS, LLC ("CCH"). THE CONTRIBUTED ASSETS INCLUDED ATRIUS' LEASES, VENDOR AND SERVICES AGREEMENTS, PROPERTY AND EQUIPMENT AND TRADE AND SERVICE MARKS. ATRIUS RETAINED ALL CONTRACTS WITH THIRD PARTY PAYERS AND SUBSTANTIALLY ALL OF ITS CLINICAL EMPLOYEES. UNDER A LONG-TERM ADMINISTRATIVE SERVICES AGREEMENT, THE MSO PROVIDES A RANGE OF MANAGEMENT, FINANCIAL, AND TECHNICAL SERVICES TO ATRIUS. PAYMENT OF NET PROCEEDS AND SEPARATION FROM ATRIUS HEALTH FOUNDATION (RENAMED ATRIUS HEALTH EQUITY FOUNDATION) AFTER ATRIUS CONTRIBUTED THE ASSETS TO THE MSO, CCH PAID $236 MILLION FOR THE CONTRIBUTED ATRIUS ASSETS. HOWEVER, SINCE THIS AMOUNT WOULD HAVE CONSTITUTED CHARITABLE PROCEEDS, AND ATRIUS NO LONGER QUALIFIED AS A CHARITABLE ORGANIZATION, ATRIUS DISTRIBUTED SUCH FUNDS TO THE FOUNDATION. CONCURRENTLY, THE FOUNDATION AMENDED ITS ARTICLES AND BYLAWS TO SEVER ALL LEGAL TIES TO ATRIUS, AND THE FOUNDATION NOW OPERATES AS A SEPARATE ORGANIZATION CALLED "ATRIUS HEALTH EQUITY FOUNDATION". IN MASSACHUSETTS THE STATE'S OFFICE OF THE ATTORNEY GENERAL ("OAG") ENFORCES CHARITIES LAW AND THUS WAS REQUIRED TO APPROVE ATRIUS' TRANSACTION WITH OPTUM AND TO ASSENT TO THE PAYMENT OF THE TRANSACTION SALE PROCEEDS TO THE FOUNDATION. ATRIUS ENGAGED IN EXTENSIVE DISCUSSIONS WITH OAG REGARDING THE TRANSACTION, AND THE OAG CONDUCTED ITS OWN FINANCIAL ANALYSIS AND INVESTIGATION. THE OAG DETERMINED THAT THROUGH THE PURCHASE PRICE AND ADDITIONALLY THROUGH OPTUMCARE'S POST-CLOSING COMMITMENTS OUTLINED IN THE TRANSACTION DOCUMENTS IN EXHIBIT 5, THE TRANSACTION INCLUDED FAIR VALUE IN EXCHANGE FOR ATRIUS'' ASSETS. THE OAG APPROVED THE TRANSACTION SUBJECT TO ATRIUS AND THE FOUNDATION BOTH AGREEING TO CERTAIN CONDITIONS THAT FURTHER CEMENTED THEIR LEGAL SEPARATION (NO GRANTS FROM THE FOUNDATION TO OPTUM, NO BOARD MEMBERSHIPS FOR ATRIUS EMPLOYEES). AFTER RECEIVING APPROVAL FROM THE OAG, ATRIUS RECEIVED FINAL AUTHORIZATION FROM THE MASSACHUSETTS SUPREME JUDICIAL COURT TO PROCEED WITH THE TRANSACTION.

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

Cat. No. 51056K

Schedule O (Form 990) 2021

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2021

Open to Public Inspection

Name of the organization

ATRIUS HEALTH INC

Employer identification number

04-3397450

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)	(f) Direct controlling entity
(1) ATRIUS MSO LLC 275 GROVE ST SUITE 2-300 NEWTON,MA02466 87-1803974	ADMINISTRATIVE SERVICES	MA	ATRIUS HEALTH INC

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)ATRIUS HEALTH FOUNDATION INC 275 GROVE ST SUITE 2-300 NEWTON,MA02466 26-4517944	SUPPORT ATRIUS HEALTH AND ITS PARTICIPATING ORGANIZATIONS	MA	501(C)(3)	LINE 12B, II	ATRIUS HEALTH INC	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2021

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?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No	(k) Percentage ownership

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	(h) Percentage ownership	(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	(h) Percentage ownership	Yes	No

Schedule R (Form 990) 2021

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

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

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

Yes

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

Yes

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

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

Yes

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

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

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

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

Schedule R (Form 990) 2021

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?		(k) Percentage ownership
(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	(k) Percentage ownership

Schedule R (Form 990) 2021

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R. See instructions.

Return Reference	Explanation

Schedule R (Form 990) 2021

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: STATEMENT 1 AT SCHEDULE O
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	6
5	Total number of individuals employed in calendar year 2021 (Part V, line 2a) ......	5	5,240
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	87,422
b	Net unrelated business taxable income from Form 990-T, Part I, line 11 .........	7b	6,667

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	2,158,479,702	918,605,916
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	5,009,736	1,945,275
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	7,756,748	991,661
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	2,171,246,186	921,542,852
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	3,358	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)	591,583,378	255,089,993
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)....	1,601,486,042	700,101,301
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	2,193,072,778	955,191,294
19	Revenue less expenses. Subtract line 18 from line 12.......	-21,826,592	-33,648,442
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	910,090,505	0
21	Total liabilities (Part X, line 26).............	656,766,898	0
22	Net assets or fund balances. Subtract line 21 from line 20.....	253,323,607	0

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 907,119,001 including grants of $ ) (Revenue $ 918,557,439 )
	STATEMENT 2 AT SCHEDULE O

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 expenses907,119,001

(A) Name and title	(B) Average hours per week (list any hours for related organizations below dotted line)			(D) Reportable compensation from the organization (W-2/1099-MISC/1099-NEC)	(E) Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and title
(18) DANIEL D MORIARTY........................................................................ CIO	50.00 .......................	X		153,557	0	27,959
(19) LOUIS A BLEY MD........................................................................ ASSO. CHAIR, SPECIALTIES	50.00 .......................		X	371,417	0	45,614
(20) JOHN B LAZOR MD........................................................................ OTOLARYNGOLOGIST	50.00 .......................		X	431,291	0	48,420
(21) KAI MITHOEFER MD........................................................................ ORTHOPEDIST	40.00 .......................		X	291,583	0	25,219
(22) JAMES E PHILLIPS MD........................................................................ ORTHOPEDIST	50.00 .......................		X	653,650	0	37,089
(23) CHRIS SAMBAZIOTIS MD........................................................................ ORTHOPEDIST	50.00 .......................		X	425,233	0	41,258

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	4,558,833	0	528,762

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 above	1f

g	Noncash contributions included in lines 1a - 1f:$	1g

h Total. Add lines 1a-1f.......

		Business Code
2a	CAPITATION FEES	621110	716,776,697	716,776,697
b	FEE FOR SERVICE	621110	159,659,400	159,610,923	48,477
c	MEDICARE/MEDICAID	621110	33,464,578	33,464,578
d	OTHER	621110	8,705,241	8,705,241
e
f	All other program service revenue.
g	Total. Add lines 2a–2f .....		918,605,916

3 Investment income (including dividends, interest, and othersimilar amounts) ......			1,972,452			1,972,452
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents		991,661	6a
b	Less: rental expenses		0	6b
c	Rental income or (loss)		991,661	6c
d	Net rental income or (loss).......			991,661		38,945	952,716
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory		23,029,000	7a
b	Less: cost or other basis and sales expenses		23,056,177	7b
c	Gain or (loss)		-27,177	7c
d	Net gain or (loss).........			-27,177			-27,177
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
			8a
b	Less: direct expenses ...		8b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
			9a
b	Less: direct expenses ...		9b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
			10a
b	Less: cost of goods sold ..		10b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See instructions.....			921,542,852	918,557,439	87,422	2,897,991

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ...........
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............
4	Benefits paid to or for members .......
5	Compensation of current officers, directors, trustees, and key employees ...........	5,459,016	3,346,283	2,112,733
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........
7	Other salaries and wages........	197,832,757	173,541,928	24,290,829
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	11,600,165	10,106,879	1,493,286
9	Other employee benefits .......	25,935,243	22,245,148	3,690,095
10	Payroll taxes ...........	14,262,812	12,426,764	1,836,048
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	656,379	2,220	654,159
c	Accounting ...........	30,000		30,000
d	Lobbying ...........	79,550	79,550
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	456,839,239	455,403,269	1,435,970
12	Advertising and promotion ....	483,443	200,000	283,443
13	Office expenses .......	7,049,032	4,953,749	2,095,283
14	Information technology ......	8,801,594	364,702	8,436,892
15	Royalties ..
16	Occupancy ...........	22,453,925	21,092,394	1,361,531
17	Travel ............	92,362	44,476	47,886
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	53,432	47,871	5,561
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	7,235,246	6,982,397	252,849
23	Insurance ...	5,545,561	5,499,833	45,728
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	PHARMACY EXPENSE	175,554,444	175,554,444
b	MEDICAL SUPPLIES	15,155,394	15,155,394
c	INCOME TAX EXPENSE	71,700	71,700
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	955,191,294	907,119,001	48,072,293	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).

1	Cash–non-interest-bearing ........			89,575	1	0
2	Savings and temporary cash investments .........			214,711,986	2	0
3	Pledges and grants receivable, net ......				3	0
4	Accounts receivable, net .............			63,291,341	4	0
5	Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
					5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
					6	0
7	Notes and loans receivable, net ...........				7	0
8	Inventories for sale or use ............			9,596,079	8	0
9	Prepaid expenses and deferred charges ......			69,855,678	9	0
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	0
b	Less: accumulated depreciation	10b		197,363,602	10c	0
11	Investments—publicly traded securities .			186,232,987	11	0
12	Investments—other securities. See Part IV, line 11 .....				12	0
13	Investments—program-related. See Part IV, line 11 ..			2,037,275	13	0
14	Intangible assets ...............				14	0
15	Other assets. See Part IV, line 11 ...........			166,911,982	15	0
16	Total assets. Add lines 1 through 15 (must equal line 33)...			910,090,505	16	0

17	Accounts payable and accrued expenses .....	302,538,284	17	0
18	Grants payable ...		18
19	Deferred revenue .........	5,566,569	19	0
20	Tax-exempt bond liabilities .........	145,383,996	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D		21
22	Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
			22
23	Secured mortgages and notes payable to unrelated third parties ..	203,241,570	23	0
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	36,479	25	0
26	Total liabilities. Add lines 17 through 25..	656,766,898	26	0

	Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27	Net assets without donor restrictions ..........	253,323,607	27	0
28	Net assets with donor restrictions ...........		28
	Organizations that do not follow FASB ASC 958, check here and complete lines 29 through 33.
29	Capital stock or trust principal, or current funds .....		29
30	Paid-in or capital surplus, or land, building or equipment fund ...		30
31	Retained earnings, endowment, accumulated income, or other funds		31
32	Total net assets or fund balances ...........	253,323,607	32	0
33	Total liabilities and net assets/fund balances ........	910,090,505	33	0