2013-08-15T12:29:45-00:00 2012-09-30 Deloitte Tax LLP 424 Church Street Nashville TN 37219 990 2011-10-01 541190771 Carilion Clinic CARI 5402245112 PO Box 12385 Roanoke VA 240252385 G Robert Vaughan Jr 2013-08-15 true Francis J Bedard 6152591811 2013-08-15 2011 2016-02-24 21:20:13Z Nancy Howell Agee PO Box 12385 Roanoke VA 24025 22934390 false X www.carilionclinic.org X 1981 VA Carilion Clinic is a not-for-profit healthcare organization committed to improving health outcomes for every patient while advancing the quality of care through medical education and research. 15 9 0 -70615 -70615 0 756850 1487831 -4969837 -1214439 20115090 22660622 15902103 22934014 20000361 252734 0 141830 0 0 20434845 21409659 40435206 21804223 -24533103 1129791 212454207 206812166 136827559 131209208 75626648 75602958 X Serves nearly one million people in Virginia through hospitals, outpatient specialty centers and advanced primary care practices. Led by multi-specialty physician teams with a shared philosophy that puts the patient first, Carilion is committed to improving health outcomes for every patient while advancing the quality of care through medical education and research. false false 1534243 252734 20996118 See Schedule O. 1534243 true false false true false false false false false false true true true false true true false false false false false false false false false false false true false true true false false false false false false false true true true false false false false true true false false true false true X 0 0 true 0 true true false false false false false false false false X 15 9 true true false false false false false true true false false true true true true true true true true false X X The Corporation 5402245112 213 S Jefferson Street Roanoke VA 24011 X John Bond 004.00 X 10700 0 0 J Alexander Boone 004.00 X 16780 0 0 Abney Boxley III 004.00 X 14141 0 0 George Cartledge Jr 004.00 X 14780 0 0 David Caudill 004.00 X 8200 0 0 Warner Dalhouse 004.00 X 14700 0 0 Ronald Evans 004.00 X 6700 0 0 James Hartley 004.00 X 14700 0 0 Daniel Jones MD 004.00 X 0 372732 126734 Raymond Smoot PhD 004.00 X 16200 0 0 James Thompson 004.00 X 7450 0 0 James Turner 004.00 X 13641 0 0 William White Sr 004.00 X 8200 0 0 Danielle Yarber 004.00 X 7700 0 0 Nancy Howell Agee 004.00 X 0 931949 551536 Briggs Andrews 004.00 X 0 348916 281487 Donald Lorton 004.00 X 0 680251 528400 R Wayne Gandee MD 004.00 X 0 600420 49888 Melina Perdue 004.00 X 0 386382 266044 G Robert Vaughan Jr 004.00 X 0 222215 62388 Rachel Mabe 004.00 X 0 67991 25993 Edward Murphy MD 000.00 X 0 6120567 118551 Mark Werner 000.00 X 0 186004 207114 153892 9917427 2218135 9 true true false Aaron J Conner General Contractor 221 Kesler Mill Rd Salem VA 24153 Construction contractor 244088 Avis Construction Co Inc PO Box 11985 Roanoke VA 24022 Construction Contractor 3186390 Skanska USA Building Inc PO Box 17167 WinstonSalem NC 271167167 Construction Contractor 684693 Breakell Inc PO Box 6414 Roanoke VA 24017 Construction Contractor 424400 ISS Facility Services 18-A Oak Branch Dr Greensboro NC 27407 Janitorial Services 257775 10 Program-related Investments 900099 1346001 1346001 Intercompany fees 900099 141830 141830 1487831 -1214063 -70615 -1143448 22614210 22614210 22614210 22614210 376 -376 -376 -376 Parking Fees 900099 46412 46412 46412 22934014 1534243 -70615 21470386 252734 252734 0 0 0 141830 141830 0 0 0 0 0 657312 657312 0 0 338 338 0 2684513 2684513 0 461949 461697 252 3962 3962 0 5880522 5880522 0 0 0 3298579 3298579 0 8276164 8276164 137609 137609 8711 8711 21804223 20996118 808105 0 17427647 12974748 199228 234092 100000 100000 1095856 717570 232418667 66063030 172315550 166355637 7460884 14028345 12178367 10862368 1676675 1539406 212454207 206812166 10010725 908271 19292 20114 96348000 96348000 30449542 33932823 136827559 131209208 X 75626648 75602958 75626648 75602958 212454207 206812166 X 1129791 -1153481 X false true true X false X X X X false false false Bedford Memorial Hospital 540566100 3 true true true 0 Carilion Franklin Memorial Hospital 540480606 3 true true true 0 Carilion Giles Community Hospital 540549603 3 true true true 0 Carilion Medical Center 540506332 3 true true true 0 Carilion New River Valley Medical Center 540553805 3 true true true 0 Carilion Stonewall Jackson Hospital 540568001 3 true true true 0 Carilion Tazewell Community Hospital 546074580 3 false true true 0 7 0.00000 0.00000 0.00000 false false false false false false false false true 338 338 false II-B 1i Portion of dues paid to Virginia Hospital and Healthcare Assn. spent on lobbying. false 12650081 12650081 210350040 60115316 150234724 40314 40314 6987566 4520463 2467103 2390666 1386937 1003729 166355637 14028345 F 14028345 Investment - SJH 600000 F Investment - Bedford 7246054 F Investment - Tazewell 3002814 F Investment - Sun Health 13500 F Investment- VHSAX F 10862368 Minority Interest Adjustment 2008 Fixed Swap Unrealized Losses 23892522 2005 SJH Swap Unrealized Losses Due to Foundation 175000 Pledge 5501507 Pledge Payable - LT 4363794 33932823 X 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, 2012 and 2011. Carilion does not expect that unrecognized tax benefits will materially increase within the next 12 months. true Virginia Rural Health Resource Center 1314 Peters Creek Rd Ste 230 Roanoke VA 24017 541727204 501c3 8517 FMV Donated rent General Support Free Clinic of the New River Valley 219 S Buchanan Pearisburg VA 24134 510247098 501c3 12282 FMV Donated rent General Support Ronald McDonald House Charities 2224 S Jefferson St Roanoke VA 24014 541244769 501c3 231336 FMV Donated rent General Support 3 I 2 The Organization donates funds to other 501c3 charitable organizations with a similar mission. Such organizations also have community boards which oversee the expenditure of such funds. X true true X X X X X true true false false false false false true false Daniel Jones MD 279374 89016 4342 105402 21332 499466 Nancy Howell Agee 621900 164555 145494 538527 13009 1483485 144864 Briggs Andrews 299920 46066 2930 272403 9084 630403 Donald Lorton 486200 129425 64626 509034 19366 1208651 63526 R Wayne Gandee MD 492358 100899 7163 41592 8296 650308 Melina Perdue 293247 49641 43494 251092 14952 652426 G Robert Vaughan Jr 181941 29022 11252 50320 12068 284603 Edward Murphy MD 445000 348245 5327322 99185 19366 6239118 2503674 Mark Werner 74467 28435 83102 203482 3632 393118 82580 I 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. I 4b - Nancy Howell Agee 303,824, Briggs Andrews 85,406, Donald Lorton 250,219, Melina Perdue 121,120, Mark Werner 94,090. I 4a Edward Murphy 2,561,000 II 8 -- Edward Murphy, M.D. was employed by Carilion Clinic and related entities for 13 years, serving as President and CEO during the last 10 of those years. He left Carilion employment on June 30, 2011. Dr. Murphys 2011 base compensation for his employment during the six months of calendar 2011 is reported in column Bi. II 8 CONTINUED Bonus compensation in column B ii includes a scorecard bonus prorated for nine months of fiscal year 2011 which began on October 1, 2010 and prior period bonus accruals. In addition, Dr. Murphy was paid, or vested in, 5.3 million in other reportable compensation, reported in column B iii. II 8 CONTINUED Of that amount, 2.7 million represented retirement benefits through a pension restoration plan. Pursuant to that plan, Carilion accrued a benefit for Dr. Murphy throughout the 13 years of his employment, which benefit vested and became taxable on July 1, 2011. II 8 CONTINUED The pension restoration plan restored Dr. Murphys retirement benefit to the amount he would have received under Carilions pension plan but for restrictions imposed by the Internal Revenue Code on the amount any participant can receive from a tax qualified pension plan. II 8 CONTINUED The remaining amount in Column B iii includes ending compensation of 2.6 million received by Dr. Murphy in lieu of certain earned or expected benefits, plus some small non-taxable reimbursements and benefit plan contributions. Column C recognizes the accrual for the year of benefits under the qualified pension plan for Dr. Murphy. II 8 CONTINUED Finally, column F recognizes that, of the reportable compensation shown in column Biii, 2.5 million had previously been reported as deferred compensation on prior year Form 990s. All elements of Dr. Murphys compensation were approved by the Carilion Clinic Compensation Committee and/or Board of Directors in accordance with the process described in Schedule O in response to Form 990, Part VI, Section B, Line 15a. VA Small Business Financing Authority 541300845 928101AE4 2008-07-09 97000000 Capital projects, cost of issuance false false false 96350000 479138 95870862 2009 false false true true false false false false true true true true UBS & Citigroup 0000000033.000000000000 false false false false true X Nancy Howell Agee President/CEO 124957 Utilities purchases false IV 1 -- Nancy Howell Agee serves on the Roanoke Gas Company board and Carilion Clinic purchases gas from Roanoke Gas Company, the gas provider in this area. Form 990 Part VI 1a -- Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 8 members, made up of the Chair of the Board, past Chair of the Board, the CEO and the Chairs of each of the 5 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 2 -- 1. Nancy Howell Agee, George B. Cartledge, Jr., Warner Dalhouse, James M. Turner, Jr. and Danielle H. Yarber - business relationship. 2. Nancy Howell Agee, Abney S. Boxley, III and Raymond D. Smoot, Jr. PhD - business relationship. 3. Abney S. Boxley, III and James M. Turner, Jr. - business relationship. 4. Abney S. Boxley, III and J. Alexander Boone - business relationship. Form 990 Part VI 11b - A draft copy of the Form 990 was provided to the Audit and Compliance Committee of Carilion Clinic in advance of its August meeting and reviewed with Committee members at that meeting. The final Form 990 was emailed or delivered in hard copy to each member of the Board of Directors several days prior to filing and Board members were encouraged to call with any questions they might have. Form 990 Part VI 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. Form 990 Part VI 12c CONTINUED 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 15a and 15b -- 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 President and Chief Executive Officer, Executive Vice Presidents, which include the Chief Financial Officer and the Chief Medical Officer. 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 Vice Presidents. This review was performed in October 2011. A similar review was last performed in October 2012. Form 990 Part VI 15a and 15b CONTINUED This review included a comprehensive report from an outside compensation consultant specializing in healthcare organizations. The report 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. Form 990 Part VI 15a and 15b CONTINUED 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 19 -- The organizations 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. Form 990 Part VI 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 XI 5 -- Other adjustments - transfer to affiliates of 900,000 minority interest of 253,482 and rounding of 1 for net of 1,153,481. Form 990 Part III 4a -- As the parent company for all Carilion affiliates, Carilion Clinic drives fulfillment of Carilions mission to improve the health of the communities it serves. Providing leadership and vision, Carilion Clinic oversees a core hospital business that admitted 50,304 patients and provided 227,562 days of care. Carilions hospitals delivered 4,517 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. Form 990 Part III 4a CONTINUED 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 1,543 patients and a ground service providing 24,327 transports during the year. With 187,176 visits, Carilions 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 21 of emergency visits. Form 990 Part III 4a CONTINUED Carilion Clinics hospitals supported community screenings and education on chronic disease prevention and management, sponsoring more than 1,500 events touching more than 102,500 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, bad debt, and unreimbursed Medicaid costs for the year exceeded 90.1 million. Form 990 Part VII Column B -- Directors and officers listed with less than 50 average hours per week who receive compensation from related organizations reported in column E also serve as directors and/or officers on other related organizations in the Carilion system. The difference between the hours shown in Column B and 50 hours would equal the hours worked by these individuals for related organizations. Form 990 Part VI Section A, Line 1a -- Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 8 members, made up of the Chair of the Board, past Chair of the Board, the CEO and the Chairs of each of the 5 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, George B. Cartledge, Jr., Warner Dalhouse, James M. Turner, Jr. and Danielle H. Yarber - business relationship. 2. Nancy Howell Agee, Abney S. Boxley, III and Raymond D. Smoot, Jr. PhD - business relationship. 3. Abney S. Boxley, III and James M. Turner, Jr. - business relationship. 4. Abney S. Boxley, III and J. Alexander Boone - business relationship. Form 990 Part VI Section B, Line 11b - A draft copy of the Form 990 was provided to the Audit and Compliance Committee of Carilion Clinic in advance of its August meeting and reviewed with Committee members at that meeting. The final Form 990 was emailed or delivered in hard copy to each member of the Board of Directors several days prior to filing and Board members 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. Form 990 Part VI Section B, Line 12c CONTINUED 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 15a and 15b -- 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 President and Chief Executive Officer, Executive Vice Presidents, which include the Chief Financial Officer and the Chief Medical Officer. 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 Vice Presidents. This review was performed in October 2011. A similar review was last performed in October 2012. Form 990 Part VI Section B, Line 15a and 15b CONTINUED This review included a comprehensive report from an outside compensation consultant specializing in healthcare organizations. The report 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. Form 990 Part VI Section B, Line 15a and 15b CONTINUED 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 organizations 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. 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 XI Line 5 -- Other adjustments - transfer to affiliates of 900,000 minority interest of 253,482 and rounding of 1 for net of 1,153,481. Form 990 Part III Line 4a -- As the parent company for all Carilion affiliates, Carilion Clinic drives fulfillment of Carilions mission to improve the health of the communities it serves. Providing leadership and vision, Carilion Clinic oversees a core hospital business that admitted 50,304 patients and provided 227,562 days of care. Carilions hospitals delivered 4,517 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. Form 990 Part III Line 4a CONTINUED 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 1,543 patients and a ground service providing 24,327 transports during the year. With 187,176 visits, Carilions 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 21 of emergency visits. Form 990 Part III Line 4a CONTINUED Carilion Clinics hospitals supported community screenings and education on chronic disease prevention and management, sponsoring more than 1,500 events touching more than 102,500 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, bad debt, and unreimbursed Medicaid costs for the year exceeded 90.1 million. Form 990 Part VII Section A Line Column B -- Directors and officers listed with less than 50 average hours per week who receive compensation from related organizations reported in column E also serve as directors and/or officers on other related organizations in the Carilion system. The difference between the hours shown in Column B and 50 hours would equal the hours worked by these individuals for related organizations. Carilion Clinic Properties LLC PO Box 12385 Roanoke VA 24025 205231645 Real estate VA N/A Carilion Clinic Foundation PO Box 12385 Roanoke VA 24025 541190773 Supporting organization VA 501c3 11 Type I N/A false Carilion Franklin Memorial Hospital PO Box 12385 Roanoke VA 24025 540480606 Healthcare VA 501c3 3 N/A false Carilion Giles Community Hospital PO Box 12385 Roanoke VA 24025 540549603 Healthcare VA 501c3 3 N/A false Carilion Medical Center PO Box 12385 Roanoke VA 24025 540506332 Healthcare VA 501c3 3 N/A false Carilion New River Valley Medical Center PO Box 12385 Roanoke VA 24025 540553805 Healthcare VA 501c3 3 N/A false Carilion Services Inc PO Box 12385 Roanoke VA 24025 541190879 Supporting organization VA 501c3 11 Type I N/A false Carilion Stonewall Jackson Hospital PO Box 12385 Roanoke VA 24025 540568001 Healthcare VA 501c3 3 N/A false Carilion Tazewell Community Hospital PO Box 12385 Roanoke VA 24025 546074580 Healthcare VA 501c3 3 N/A false CHS Inc and Subsidiaries PO Box 12385 Roanoke VA 24025 541725732 Services VA Carilion Services Inc C Corp 1.00000 true false false true true false false false true false true true false false false false true false Carilion Medical Center a 8854039 Cost Carilion Services Inc a 6375309 Cost CHS Inc and Subsidiaries a 4683139 Cost CHS Inc and Subsidiaries l 1463684 Cost Carilion Services Inc l 657312 Cost Carilion Services Inc k 141830 Cost Carilion Services Inc q 900000 Cash Carilion New River Valley Medical Center a 29568 Cost Carilion Franklin Memorial Hospital a 76596 Cost