2015-08-15T14:04:37-05:00 2014-09-30 990 2013-10-01 541190771 CARILION CLINIC CARI 5402245112 PO BOX 12385 ROANOKE VA 240252385 Donald Halliwill Chief Financial Officer 5402245112 2015-08-15 2013 2016-02-25 16:41:14Z Nancy Howell Agee PO BOX 12385 ROANOKE VA 240252385 25421815 0 X www.carilionclinic.org X 1981 VA See Schedule O.Carilion Clinic is committed to a common purpose of better patient care, better community health, and lower cost. Through our comprehensive network of hospitals, primary and specialty physician practices, and other complementary services, we work together to provide quality care close to home for nearly 1 million Virginians. With an enduring commitment to the health of our region, we also seek to advance care through medical education and research, help our community stay healthy, and inspire our region to grow stronger. 17 15 0 0 -31124 -31064 0 0 17156350 20919467 12223231 -3397622 7225177 7482202 36604758 25004047 257795 18763796 0 0 153468 0 0 0 0 22267702 21981171 22678965 40744967 13925793 -15740920 185508750 200241804 114231404 141130689 71277346 59111115 X Our mission is to improve the health of the communities we serve. 0 0 39658637 18763796 21000261 See Schedule O.As the parent company for all Carilion affiliates, Carilion Clinic drives fulfillment of Carilion's mission to improve the health of the communities it serves. Providing leadership and vision, Carilion Clinic oversees a core hospital business that admitted 46,070 patients and provided 224,823 days of care. Carilion's hospitals delivered 4,495 babies, and provided neonatal intensive care support to the region. Carilion administered a comprehensive heart program; stroke and chest pain protocols; oncology programs; psychiatric and rehabilitation units; a network of specialty and primary care physicians to ensure patient access; and diagnostic imaging services including PET, CT, MRI, and mammography. Targeting specific needs of its population, Carilion provided home health services; speech, occupational, and physical therapy; diabetes management; geriatric services; and cardiac and pulmonary rehab programs. Carilion Clinic maintains both a Level I designated trauma center (Carilion Medical Center) serving the western Virginia area and a Level III trauma center (Carilion New River Valley Medical Center) serving its surrounding area. As part of its commitment to trauma response, Carilion sponsors medical air transport helicopters flying 1,487 patients and a ground service providing 23,452 transports during the year. With 135,526 visits, Carilion's emergency departments are a critical component of the health safety net in its service area, acting as a key health provider for a significant number of uninsured patients, who comprise 20% of emergency visits. Carilion Clinic's hospitals supported community screenings and education on chronic disease prevention and management, sponsoring more than 1,352 events touching more than 94,589 people. In furtherance of its mission to improve health, regardless of patient ability to pay, Carilion Clinic provided extensive uncompensated care. Stated at cost, charity, charity-eligible bad debt, and unreimbursed Medicaid costs for the year exceeded $66.6 million. 39658637 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 1 0 0 1 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 X 17 15 1 1 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X The Corporation Attn J Wright 5402245112 213 S Jefferson St Roanoke VA 24011 R Steve Blanks Director 2.40 3.00 X 8700 0 0 John A Bond Director 2.40 0.00 X 13200 0 0 J Alexander Boone Director 4.50 0.00 X 14280 0 0 Abney S Boxley III Director 4.50 0.50 X 11200 0 0 George B Cartledge Jr Director 2.40 0.50 X 12860 0 0 Ronald C Evans Director 2.40 2.50 X 9200 0 0 Victor Iannello ScD Director 2.40 4.00 X 9141 0 0 Daniel R Jones MD Director 2.40 47.60 X 0 440475 38677 Raymond D Smoot Jr PhD Director 4.50 0.00 X 11200 0 0 James C Thompson Director 2.40 2.50 X 7700 0 0 James M Turner Jr Director 4.50 0.00 X 13641 0 0 William White Sr Director 2.40 0.00 X 7700 0 0 Danielle H Yarber Director 2.40 0.00 X 10641 0 0 Laurent Boetsch DML Director 2.40 1.20 X 10500 0 0 Joseph P Scartelli PhD Director 2.40 2.50 X 0 0 0 James A Hartley Director/Chairman 7.00 1.70 X X 13700 0 0 Nancy Howell Agee Director/President/CEO 8.00 42.00 X X 0 1129437 750057 Jeanne S Armentrout EVP/Chief Administrative O 4.00 46.00 X 0 353564 482 Thomas D Denberg MD PhD EVP/Chief Strategy Officer 1.10 48.90 X 0 272891 13937 Donald B Halliwill EVP/CFO/Assistant Treasurer 4.00 46.00 X 0 343160 -13889 Melina D Perdue EVP 1.10 48.90 X 0 438512 109899 Briggs W Andrews SVP/General Counsel/Secret 4.00 46.00 X 0 404300 46042 G Robert Vaughan Jr SVP/Treasurer 2.00 48.00 X 0 255568 -13062 R Wayne Gandee MD EVP/Chief Medical Officer 1.10 48.90 X 0 733197 29321 Lauren J Chen Assistant Secretary 17.00 33.00 X 0 68855 7219 David S Hagadorn Assistant Treasurer 0.30 49.70 X 0 118987 -5323 Rachel Mabe Assistant Secretary 3.00 37.00 X 0 69609 89 Patrice Weiss EVP/Co-CMO 2.00 48.00 X 0 487592 14812 Donald E Lorton Former EVP/CFO 0.00 50.00 X 0 3772316 -29521 Mark Werner Former EVP 0.00 0.00 X 0 344249 -22080 153663 9232712 926660 0 1 1 0 F & S Building and Remodeling 2944 Orange Ave NE Roanoke VA 24012 Construction Services 1436121 Thompson Services Inc 126 Woodside Drive STE B Danville VA 24540 Janitorial Services 346760 ISS Facility Services 18-A Oak Branch Drive Greensboro NC 27407 Janitorial Services 182564 Allman Landscaping Inc 1630 Jumping Run Drive Goodview VA 24095 Grounds and Moving Services 169038 Hall Associates Inc 213 S Jefferson ST STE Roanoke VA 240111714 Janitorial & Property Mgmt Services 159245 9 Program Related Investments 900099 20755342 20786466 -31124 Interco Mgmt Fee 900099 164125 164125 20919467 -4520964 -4520964 7432532 0 7432532 7432532 7432532 1541110 417768 1123342 1123342 1123342 Parking Fees 900099 49670 49670 49670 25004047 21000261 -31124 4034910 18763796 18763796 706570 706570 280 280 3093275 2927850 165425 428359 360788 67571 1556 1556 6194479 6194479 3024656 3024656 8193926 8193926 329024 191306 137718 Miscellaneous 9046 9046 40744967 39658637 1086330 0 7591435 -379214 365298 2916238 719821 278247 247534443 81686427 160894641 165848016 17615413 164314 5931948 14148788 6280685 1624453 1750471 185508750 200241804 1497080 3335713 4504008 16954136 8887 67604 96348000 96348000 11873429 24425236 114231404 141130689 X 71277346 59111115 71277346 59111115 185508750 200241804 X -15740920 3574689 X 0 1 X 1 0 X X X X 0 0 0 Carilion Medical Center 540506332 3 1 1 1 0 Carilion New River Valley Medical Center 540553805 3 1 1 1 0 Carilion Giles Community Hospital 540549603 3 1 1 1 0 Carilion Franklin Memorial Hospital 540480606 3 1 1 1 0 Bedford Memorial Hospital 540566100 3 1 1 1 0 Carilion Stonewall Jackson Hospital 540568001 3 1 1 1 0 Carilion Tazewell Community Hospital 546074580 3 0 1 1 0 7 0 0 0 0 0 0 0 0 0 1 280 280 0 Part II-B, Line 1: A portion of dues paid to Virginia Hospital and Healthcare Association is spent on lobbying activities. 12968296 12968296 214212935 74909213 139303722 659379 71267 588112 7175998 5055447 2120551 12517835 1650500 10867335 165848016 2008 Fixed Swap Unrealized Losses 16219393 Due to Tazewell Community Foundation 175000 Qualified Pension Liability 8030843 24425236 X Part X, Line 2: Carilion had no material unrecognized tax benefits and no adjustments to its consolidated financial statements were required as of and for the years ended September 30, 2014 and 2013. Carilion does not expect that unrecognized tax benefits will materially increase within the next 12 months. Central America and the Caribbean 0 0 Investing 50318031 0 0 0 0 0 0 50318031 0 50318031 0 0 1 0 0 0 1 Ronald McDonald House 2224 S Jefferson Street Roanoke VA 24014 541244769 501(c)(3) 240000 FMV Donated Rent General Support Virginia Rural Health Resources 1314 Peters Creek Road - Suite 230 Roanoke VA 24017 541727204 501(c)(3) 8665 FMV Donated Rent General Support Free Clinic of the New River Valley 219 S Buchanan Street Pearisburg VA 24134 510247098 501(c)(3) 8616 FMV Donated Rent General Support Tazewell Community Foundation 545 West Main St Tazewell VA 24651 541958152 501(c)(3) 600000 General Support Child Health Investment Partnership Inc 1201 Third St Roanoke VA 24016 541566451 501(c)(3) 1007300 Book Donated Building General Support 5 0 Part I, Line 2 The Organization donates funds to other 501(c)(3) charitable organizations with a similar mission. Such organizations also have community boards which oversee the expenditure of such funds. X 0 1 X X X X X 0 1 0 0 0 0 0 1 0 Daniel R Jones MD Director 0 388602 0 44746 0 7127 0 28475 0 10202 0 479152 0 0 Nancy Howell Agee Director/President/CEO 0 901901 0 159389 0 68147 0 737684 0 12373 0 1879494 0 67731 Jeanne S Armentrout EVP/Chief Administrative O 0 300053 0 52500 0 1011 0 -2002 0 2484 0 354046 0 0 Thomas D Denberg MD PhD EVP/Chief Strategy Officer 0 198845 0 70373 0 3673 0 0 0 13937 0 286828 0 0 Donald B Halliwill EVP/CFO/Assistant Treasurer 0 284640 0 52500 0 6020 0 -27463 0 13574 0 329271 0 0 Melina D Perdue EVP 0 369856 0 65726 0 2930 0 99688 0 10211 0 548411 0 0 Briggs W Andrews SVP/General Counsel/Secret 0 342584 0 60961 0 755 0 36388 0 9654 0 450342 0 0 G Robert Vaughan Jr SVP/Treasurer 0 211713 0 38988 0 4867 0 -27255 0 14193 0 242506 0 0 R Wayne Gandee MD EVP/Chief Medical Officer 0 542850 0 181896 0 8451 0 18675 0 10646 0 762518 0 0 Patrice Weiss EVP/Co-CMO 0 398163 0 86792 0 2637 0 776 0 14036 0 502404 0 0 Donald E Lorton Former EVP/CFO 0 314369 0 67943 0 3390004 0 -34833 0 5312 0 3742795 0 3389344 Mark Werner Former EVP 0 0 0 0 0 344249 0 -22080 0 0 0 322169 0 344249 Part I, Line 1a Directors are offered a free membership in a health club owned by a related organization if they choose it. Membership fees for Boxley, Iannello, Turner, and Cartledge were included in taxable compensation. Part I, Line 4b Select members of management participate in a split-dollar life insurance benefit. Under the program, participants purchase a life insurance policy. The Company pays the premium on the policy as an interest-bearing loan to the participant. The policy is collaterally assigned to the Company as security for the payment of the loan. Upon any payout from the policy, either at the death of the participant or some earlier terminating event, the Company is repaid its loan first, with the remainder of policy proceeds, if any, then payable to the participant or his or her beneficiaries. Select members of management participate in a Pension Restoration Plan. This plan provides a benefit equal to the normal retirement benefit that would be payable to the participant were it not for the Qualified plan's legislative restrictions on compensation and payable benefits, less the actual benefits under the Qualified plan. Entitlement to benefits and consequent lump sum payment occurs upon the earliest of (i) attaining age 65 while employed by Carilion Clinic, (ii) 24 months following involuntary separation from service without reasonable cause, (iii) disability, or (iv) voluntary separation or involuntary separation with reasonable cause prior to attaining age 65 if the participant does not enter into competition with Carilion Clinic during the 24-month period following the participant's separation from service. Upon the death of the participant, the plan shall pay the participant's beneficiary according to plan terms. Select members of management participate in an Executive Flexible Benefit Plan, in which an allowance is provided to the participant for use in obtaining certain insurance benefits. The allowance is determined annually as a percentage of salary at Carilion Clinic's discretion. The amount of allowance in excess of elected benefits is credited to a capital accumulation account (CAA) with a deferred vesting date of at least two years from the first day of the plan year. The CAA shall be distributed in a lump sum upon the earliest of (i) remaining employed by Carilion to the deferred vesting date for such account; (ii)disability; (iii) 24 months following involuntary separation from service without reasonable cause, except that Carilion at its discretion may make a partial tax distribution upon separation; or (iv) 24 months following voluntary or involuntary separation from service with reasonable cause if the participant does not enter into competition with Carilion Clinic during the 24-month period following separation from service. Upon the death of the participant, the plan shall pay the participant's beneficiary according to plan terms. Payments during the calendar year under these plans included the following: Nancy Agee $67,731 Donald Lorton $3,389,344 Mark Werner $344,249 Part I, Line 7 The organization pays annual bonus compensation to management based on scorecard performance. While the scorecard contains a formula as a basis for determining overall performance, senior managers have discretion to include additional elements in their assessment of managers reporting to them. In addition, for top management, the actual bonus awarded is in the discretion of the Carilion Clinic Compensation Committee, although it is based on the scorecard measures. A VA Small Business Financing Authority 541300845 928101AE4 2008-07-09 96350000 Capital projects, cost of issuance 0 0 0 A 96350000 479138 95870862 2009 0 0 1 1 A 0 0 0 0 1 0 1 A 1 1 0 0 0 1 A 1 Schedule K Part II All bond issues multiple entities across multiple jurisdiction; therefore, proceeds allocated o multiple hospitals. Roanoke Gas Company See Part V 138707 Utilities 0 Schedule L Part IV, Line 2 Nancy Howell Agee, Director and Officer, is a director of Roanoke Gas Company, the local natural gas utility provider. Form 990, Part VI, Section A, line 1 Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 7 members, made up of the Chair of the Board, the past Chair of the Board, the CEO and the Chairs of each of the 4 standing committees. The Executive Committee meets during the months the full Board does not meet and can act on behalf of the Board, except it cannot elect directors or take extraordinary actions, such as a sale, merger or dissolution of the corporation. Form 990, Part VI, Section A, line 2 1. Nancy Howell Agee, Abney S. Boxley, III and Raymond D. Smoot, Jr. Ph.D. - business relationship. 2. Nancy Howell Agee, George B. Cartledge, Jr., James M. Turner, Jr. and Danielle H. Yarber - business relationship. 3. Nancy Howell Agee and G. Robert Vaughan, Jr. - business relationship. 4. J. Alexander Boone and Abney S. Boxley, III - business relationship. 5. Nancy Howell Agee, Briggs W. Andrews, Jeanne S. Armentrout, Lauren J. Chen, Thomas D. Denberg, M.D., Ph.D., David S. Hagadorn, Donald B. Halliwill, Rachel L. Mabe, Melina D. Perdue, and G. Robert Vaughan, Jr. business relationship. 6. Nancy Howell Agee, Briggs W. Andrews, Lauren J. Chen, David S. Hagadorn, Donald B. Halliwill, Rachel L. Mabe, G. Robert Vaughan, Jr., and Patrice M. Weiss, M.D. business relationship. Form 990, Part VI, Section A, line 3 Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization and supporting organization of the organization. Form 990, Part VI, Section B, line 11 A draft copy of the Form 990 was posted on our Board portal in advance of the Carilion Clinic Board of Directors Audit and Compliance Committee's August meeting and was reviewed with Committee members at that meeting. All Board Members were notified that the final Form 990 was posted on our Board portal several days prior to filing and were encouraged to call with any questions they might have. Form 990, Part VI, Section B, line 12c A Conflict of Interest Questionnaire, along with a copy of the Policy, is sent out annually to all officers, directors and key employees. In addition, such individuals are instructed to inform the organization of potential conflicts which arise during the year. Answers to the Questionnaires are reviewed by the Internal Audit Department. Potential conflicts for officers and key employees are reviewed by an internal Conflict of Interest Committee, which follows up on any potential issues to ensure compliance with all policies of the organization. The answers for Directors are reviewed by the Carilion Clinic Audit and Compliance Committee. In addition, the governing body of the organization is provided with a list of the answers annually to make all Board members aware of potential conflicts in order to ensure compliance with policies on how to handle transactions with Board members that may involve potential conflict situations. Form 990, Part VI, Section B, line 15 Executive compensation is reviewed annually by the Carilion Clinic Compensation Committee. This committee is made up of Board members of Carilion Clinic who do not have a conflict of interest with any of the executives being reviewed. With respect to Carilion Clinic, the Compensation Committee reviews the compensation of the Board of Governors which includes the President and Chief Executive Officer, Executive Vice Presidents, Chief Financial Officer, Chief Medical Officer, and Chairs of the Clinical Departments. For the fiscal year covered by this return, the Compensation Committee also used the same process to review the compensation of other Disqualified Individuals, including the Hospital CEOs. This review was performed in September and October 2013. A similar review was last performed in October 2014. This review included a review of a comprehensive report from an outside compensation consultant specializing in healthcare organizations for select positions and the prior year's report on all of the reviewed positions. The reports reviewed by the Committee included a detailed comparison of total compensation and each element thereof, including base salary, bonuses and other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to a peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. Detailed minutes of the meetings of the Compensation Committee are kept and approved at the next meeting of the Committee, setting forth the deliberations and decisions regarding the compensation of these executives. In addition, the Compensation Committee annually reviews the compensation plan and philosophy for all vice presidents and senior vice presidents, as well as all employed physicians and physicians in leadership roles. Form 990, Part VI, Section C, line 19 The organization's governing documents, conflict of interest statement and financial statements are not generally available to the public, but are released from time to time upon request. The Articles of Incorporation are available from the Virginia State Corporation Commission. The consolidated audited financial statements of Carilion Clinic and of the Obligated Group are released annually to the local newspaper. Limited financial information is available on our web site and in our annual report to the community. Form 990, Part XI, line 9: Transfer to Affiliates 6,775,755. Transfer to Carilion Clinic for effect of pension-related changes -3,201,066. Carilion Clinic Properties LLC PO Box 12385 Roanoke VA 24025 205231645 Real estate VA 20154157 173166382 Carilion Clinic Carilion Clinic Foundation PO Box 12385 Roanoke VA 24025 541190773 Supporting organization VA 501(c)(3) Line 11b, II Carilion Clinic 1 Carilion Franklin Memorial Hospital PO Box 12385 Roanoke VA 24025 540480606 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion Giles Community Hospital PO Box 12385 Roanoke VA 24025 540549603 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion Medical Center PO Box 12385 Roanoke VA 24025 540506332 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion New River Valley Medical Center PO Box 12385 Roanoke VA 24025 540553805 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion Services Inc PO Box 12385 Roanoke VA 24025 541190879 Supporting organization VA 501(c)(3) Line 11a, I Carilion Clinic 1 Carilion Stonewall Jackson Hospital PO Box 12385 Roanoke VA 24025 540568001 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion Tazewell Community Hospital PO Box 12385 Roanoke VA 24025 546074580 Healthcare VA 501(c)(3) Line 3 Carilion Clinic 1 Carilion Clinic Medicare Resources LLC PO Box 12385 Roanoke VA 24025 263729975 Medicare HMO VA Carilion Services Inc C 58220637 21979480 1.00000 1 CHS Inc and Subsidiaries PO Box 12385 Roanoke VA 24025 541725732 Services VA Carilion Services Inc C 183835130 308040294 1.00000 1 1 0 0 1 1 0 0 0 0 1 0 1 1 0 0 0 0 0 1 Carilion Medical Center A 9228066 Cost Carilion New River Valley Medical Center A 34879 Cost Carilion Franklin Memorial Hospital A 62453 Cost Carilion Giles Community Hospital A 19773 Cost Carilion Services Inc A 6724406 Cost CHS Inc and Subsidiaries A 4759586 Cost CHS Inc and Subsidiaries M 1138916 cost Carilion Services Inc L 164125 Cost Carilion Services Inc M 706577 Cost Carilion Services Inc S 6775755 Cash