2013-11-15T15:50:34-06:00 2012-12-31 861065772 Deloitte Tax LLP 111 S Wacker Drive Chicago IL 60606 990 2012-01-01 310887133 Charleston Area Medical Center Foundation Inc CHAR 3043889860 PO Box 1547 Charleston WV 253261547 E Gail Ptichford 3043889860 2013-11-15 1 Laura Gillespie P00855604 3124861000 2012 2016-03-07 17:11:31Z CAMC Foundation E Gail Pitchford 3412 Staunton Ave Charleston WV 25326 125643949 0 X www.camcfoundation.org X 1976 WV Charleston Area Medical Center Foundation, Inc. ("CAMC Foundation") is organized and operated exclusively for the purpose of receiving gifts, grants, contributions, devises and bequests, holding the same primarily as endowments funds, and making distributions of such funds, and the income received from the investment of the same, to or for the benefit of Charleston Area Medical Center, Inc. ("CAMC"), a not-for-profit corporation organized under the laws of the State of West Virginia. CAMC's primary exempt purpose is to provide hospital and health services for the people residing in the area of Charleston, West Virginia. 21 13 6 17 0 0 7878454 2331916 0 0 13662877 10159903 903022 470475 22444353 12962294 1226271 1120627 0 0 506161 595508 69753 6010 494706 901458 963439 2703643 2685584 19740710 10276710 165995764 185652503 629581 571970 165366183 185080533 To support and promote CAMC's delivery of excellent and compassionate health services, and its contribution to the quality of life and economic vitality of the region. 0 0 649450 649450 Charleston Area Medical Center Foundation, Inc. provides support to or for the benefit of Charleston Area Medical Center, Inc. Grants were approved for research, education, and medical assistance. 202761 202761 Charleston Area Medical Center Foundation, Inc. provides support to or for the benefit of CAMC Health Education and Research Institute, Inc. Grants were approved for research and education. 268416 268416 Charleston Area Medical Center Foundation, Inc. provides support to, or for the benefit of, approximately 170 individuals and companies, particularly low-income individuals and families. 1120627 1 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 0 0 1 6 0 1 6 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 21 13 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 WV X Larry C Hudson 3043887603 501 Morris Street Charleston WV 25301 X E Gail Pitchford 50.00 1.00 X X 246744 0 75782 Steven F White 0.50 X X 0 0 0 Raye King 0.50 X X 0 0 0 Ted H Brady 0.50 X X 0 0 0 Steven S Robey 0.50 X X 0 0 0 James Bunn II 0.50 X 0 0 0 Gina R Busch MD 0.50 5.50 X 0 61500 0 Stephen Bush MD 0.50 X 0 0 0 Dale Clowser 0.50 X 0 0 0 Michael Graney 0.50 X 0 0 0 Eva F Jones 0.50 X 0 0 0 Marion S Jones Sch O 0.50 X 0 178778 26761 Matthew Kingery 0.50 X 0 0 0 Mary Payne 0.50 X 0 0 0 Nina Peyton 0.50 X 0 0 0 David L Ramsey Sch O 0.50 59.00 X 0 1378967 504531 William Rice Jr 0.50 10.00 X 0 0 0 Judith McJunkin 0.50 X 0 0 0 Lyle D Smith 0.50 X 0 0 0 James R Thomas III 0.50 X 0 0 0 John Ziebold 0.50 X 0 0 0 Larry C Hudson 2.00 58.00 X 0 688244 89086 Glenn Crotty Jr MD 0.50 56.00 X 0 663054 76083 246744 2970543 772243 1 0 1 0 Southeastern Asset Management 6410 Poplar Avenue Suite 900 Memphis TN 38119 Financial Institution Fees 167340 1 145125 2186791 46505 2331916 4037305 4037305 234827 0 234827 234827 234827 111812918 6761880 107140161 5312039 4672757 1449841 6122598 6122598 465103 145125 229455 235648 235648 12962294 0 0 10630378 1035227 1035227 85400 85400 322526 116109 206417 166005 59762 106243 15449 5562 9887 65491 23576 41915 26037 9373 16664 229820 229820 18280 18280 735 735 6010 6010 26967 26967 98693 98693 52650 52650 14441 14441 14199 14199 5999 2160 3839 2544 2544 24451 24451 16142 16142 Non Patient Bad Debt 361117 361117 Licenses and Fees 54025 54025 Purchased Services 18807 18807 Dues and Subscriptions 9790 9790 14779 9741 5038 2685584 1120627 1070251 494706 1411385 1249922 3595625 2209199 6319907 4173622 1788100 14261 38064 7157863 260810 6927999 6897053 84131272 113523177 57918897 57517333 3888318 44133 165995764 185652503 422203 283097 207378 288873 629581 571970 X 109405839 122732138 34930405 41079978 21029939 21268417 165366183 185080533 165995764 185652503 10276710 9437640 0 X 0 1 X 1 0 X X X X 0 0 0 Charleston Area Medical Center Inc 550526150 3 1 1 1 649450 1 649450 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 55960345 2807787 4847602 964000 303339 62348395 49591977 7943081 -224571 1138740 211402 55960345 41160129 4568933 4579278 554678 161685 49591977 33192054 1680416 6898890 380965 230266 41160129 47367489 864206 -13404064 1514099 121478 33192054 0.34000 0.66000 0 0 5083625 5083625 2059719 246291 1813428 14519 14519 0 6897053 Financial Derivatives and Other Financial Products 43404568 F Closely-held Equity Interests 14112765 C 57517333 Affiliate Payable-Charleston Area Medical Center, Inc. 268644 Affiliate Payable-CAMC Health Education and Research Institute, Inc. 11443 Annuity Payable 8786 288873 X Description of Intended Use of Endowment Funds: Part V, Line 4: CAMC Foundation has over 100 endowment funds, many of which have been established to support cancer, heart, diabetes, children, education, and research funds. These funds support various projects with CAMC as designated by the specific fund. Funds are set up throughout the year by individuals in the community to honor a member of their family who has survived an adverse medical situation and those who want to honor a deceased member of their family or someone in the community who has been a dedicated leader. Description of Uncertain Tax Positions Under FIN 48: Part X, Line 2: CAMC Foundation financial statements are audited as part of the audit of the financial statements of CAMC Health System, Inc. and Subsidiaries (collectively, the "System"). Language regarding ASC 740 (FIN 48) included in the Consolidated footnotes is as follows: "CAMC, the Foundation, the Institute and CAMC Teays, are exempt from income taxes under Section 501 (c)(3) of the Internal Revenue Code (the "Code") and applicable state statutes, but are subject to unrelated business income tax. The System does not have any material uncertain tax positions at December 31, 2012." X X X X X 0 WV Gala 379729 66500 313229 71529 29500 60464 Golf Outing 172289 32120 140169 3000 22010 10826 29361 1 11705 0 11705 1990 80 695 563723 98620 465103 3000 1990 22010 82435 29500 90520 229455 235648 1 WVU Medical Corporation 3110 MacCorkle Avenue Charleston WV 25304 550779739 501(c)(3) 155083 General Support CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 501(c)(3) 202761 General Support Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 501(c)(3) 649450 General Support 3 0 Assistance to CAMC Health System, Inc., and Subsidiaries' employees for personal financial emergencies such as funeral expenses or travel, replacement of essential personal items lost to theft, flood, fire, or other disaster, illness, emergency housing or relocation to escape dangerous living conditions. 159 85400 Procedure for Monitoring Grants in the U.S.: Part I, Line 2: Schedule I, Part I, Line 2: The Grantee of each approved grant is required to provide a mid-year report, as well as a year-end report, on the distribution and usage of grant funds. 0 1 0 0 0 0 0 1 0 E Gail Pitchford 160015 0 54408 0 32321 0 63434 0 12348 0 322526 0 16251 0 Marion S Jones Sch O 0 177963 0 800 0 15 0 7362 0 19399 0 205539 0 0 David L Ramsey Sch O 0 632672 0 279762 0 466533 0 460678 0 43853 0 1883498 0 65766 Larry C Hudson 0 353370 0 166660 0 168214 0 70227 0 18859 0 777330 0 53078 Glenn Crotty Jr MD 0 402586 0 198654 0 61814 0 54884 0 21199 0 739137 0 38917 Part I, Line 3 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMCHSI companies and executives. The Committee uses the data to determine the total compensation of Foundation's President and the other executives. The data is reviewed every two years or when a new person comes into an executive role. Part I, Line 4b Supplemental Executive Retirement Plan ("SERP"). Participants are members of the Executive group. Terms & Conditions of SERP Plan: Defined Benefit. Vest at age 60, or later,if one time postponement is made prior to age 59. Deferred vesting date cannot be earlier than age 65 or later than age 68. Benefit at age 60 with 30 years of service is computed as the difference between 55% of Final Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan, Non-Qualified Retirement Benefit Restoration Plan and 50% of projected age 62 Primary Social Security Benefit. Eligible to receive SERP benefits upon earliest of: normal retirement or date elected, if extended; death; disability; involuntary termination without cause. Early retirement at age 55 with at least 5 years of service reduced 1.83% for each year of service less than 30 and .5% reduction for each month prior to Normal Retirement Date (age 60). Taxes due upon distribution. Subject to the Substantial Risk of Forfeiture. CEO Supplemental Executive Retirement Plan ("SERP"): Participant-CEO Terms and Conditions of CEO SERP Plan: Defined Contribution. Vest at age 65. Benefit at age 65 projected as the difference between 60% of Final 5 Year Average Total compensation and sum of retirement benefits paid from: CAMC Health System, Inc. Qualified Retirement Plan and 50% of projected age 65 Primary Social Security Benefit. Actual benefits will depend upon simulated investment results based on investment options selected by participant. Eligible to receive SERP benefits upon earliest of: deferred vesting date; death; disability; involuntary termination without cause. Taxes due upon vesting. Subject to the Substantial Risk of Forfeiture. Neither contributions to nor distributions from the supplemental nonqualified plan were made in the current year. Part I, Line 7 CAMC provides incentive payments to certain employees after operating and performance goals are achieved. Incentive payment plans are reviewed and approved by the CAMC Health System, Inc. (CAMC's parent company) Board of Directors Compensation Committee. X 8 2655 Cost or Selling price X 700 Cost or Selling price X 3260 Cost or Selling price X 16 7140 Cost or Selling price X 4 4400 Cost or Selling price X Travel 18 27600 Cost/Selling price X Fitness Club 1 750 Cost/Selling price 0 1 0 Method for Determining Number of Contributors: Part I, Column (b): Coumn (b) refers to number of contributions. Form 990, Part VI, Section A, line 2 Marion S. Jones, Gina R. Busch and David L. Ramsey have a business relationship due to joint employment by a common health system entity. Form 990, Part VI, Section A, line 6 CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member. Form 990, Part VI, Section A, line 7a CAMC Health System, Inc. ("CAMCHSI") is Foundation's sole voting member and has authority to elect all voting trustees of Foundation other than ex-officio trustees named in Foundation's governing documents. The sole voting member has the sole authority to amend Foundation's governing documents. Form 990, Part VI, Section A, line 7b CAMCHSI is Foundation's sole voting member and has reserved powers under Foundation's governing documents, which provide that decisions of Foundation's governing body such as election of officers, approval of annual budgets and borrowings are subject to approval by the sole voting member. The sole voting member also has all approval powers provided to members of West Virginia nonprofit corporations under state law. Form 990, Part VI, Section B, line 11 The organization compiles necessary information for Form 990 with various Officers and Directors of the organization. The return is then prepared and reviewed by an external consultant firm. The CAMC Health System, Inc. Chief Financial Officer reviews the completed Form 990 with the CAMC Foundation, Inc. Board of Directors. Form 990, Part VI, Section B, line 12c Corporate officers, including the President and Secretary develop the agendas for board meetings and identify potential conflict of interest issues relative to action items and assist the board chairs with resolution of same. Annual disclosure procedures are implemented and the board chair and the CAMC Health System, Inc. Board of Directors Nominating Committee periodically review conflict situations. Form 990, Part VI, Section B, line 15 The CAMCHSI Board of Directors Compensation Committee selects and supervises an independent consultant who advises the Committee on compensation arrangements and transactions between CAMC Health System, Inc. subsidiaries (including Foundation) and executives (including Foundation's President). The Committee uses the data to determine the total compensation of Foundation's President and other executive officers. This data is reviewed every two years or when a new person comes into an executive role. Form 990, Part VI, Section C, line 19 The organization's audit is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries. Consolidated audited financial statements are available on-line at CAMC.org. They are also filed with the WV Health Care Authority where they are available on-line and in person. There is no formal method of making the organization's bylaws and conflict of interest policy publicly available, but they are available upon request. The organization's Articles of Incorporation are on file at and publicly available through the West Virginia Secretary of State's Office. Explanation of Compensation Paid to David L. Ramsey: Form 990, Part VII, Section A: The compensation paid to David L. Ramsey reflects payment for his services as President/CEO to Charleston Area Medical Center, Inc., a related organization, not remuneration for his participation on the Board of Trustees of Charleston Area Medical Center Foundation, Inc. Explanation of Compensation Paid to Marion S. Jones : Form 990, Part VII, Section A: The compensation paid to Marion S. Jones reflects payments for her services as Lead CRNA for Charleston Area Medical Center, Inc., a related organization, not remuneration for her participation on the Board of Trustees of Charleston Area Medical Center Foundation, Inc. Explanation of Compensation Paid to Gina R.Busch: Form 990, Part VII, Section A: The compensation paid to Gina R. Busch reflects payments for her services as Chief of Staff for Charleston Area Medical Center., a related organization, not remuneration for her participation on the Board of Trustees of Charleston Area Medical Center Foundation, Inc. CAMC Health System Inc PO Box 1547 Charleston WV 253261547 550664138 Parent Company WV 501(c)(3) Line 11, Type III-FI N/A 0 Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 Hospital WV 501(c)(3) Line 3 CAMC Health SystemInc 1 CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 Medical Educational Research WV 501(c)(3) Line 11, Type II CAMC Health SystemInc 1 CAMC Teays Valley Hospital Inc PO Box 1547 Charleston WV 253261547 550752636 Hospital WV 501(c)(3) Line 3 CAMC Health SystemInc 1 Women and Children's Medical Office Building Partnership PO Box 1547 Charleston WV 253261547 550669065 Medical Office Building WV N/A General Division Medical Office Building Partnership PO Box 1547 Charleston WV 253261547 550623949 Medical Office Building WV N/A Integrated Health Care Providers Inc PO Box 1547 Charleston WV 253261547 550751010 Speciality Physician Practices WV N/A C 0 0 1 0 0 0 0 0 0 0 1 0 0 1 0 0 1 1 0 0 Charleston Area Medical Center Inc B 649450 FMV Charleston Area Medical Center Inc J 234827 FMV Charleston Area Medical Center Inc M 229820 FMV Charleston Area Medical Center Inc P 239875 FMV Charleston Area Medical Center Inc Q 62347 FMV CAMC Health Education and Research Institute Inc B 202761 FMV