2012-11-12T10:55:46-06:00 2011-12-31 861065772 Deloitte Tax LLP 111 S Wacker Drive Chicago IL 60606 990 2011-01-01 310887133 Charleston Area Medical Center Foundation Inc CHAR 3043889860 PO Box 1547 Charleston WV 253261547 Larry Hudson 3043889860 2012-11-12 1 Laura Gillespie P00855604 3124861000 2011 2016-02-24 21:20:13Z CAMC Foundation E Gail Pitchford 3412 Staunton Ave Charleston WV 25326 90609376 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 14 6 16 0 0 3707356 7878454 0 0 9540591 13662877 1048521 903022 14296468 22444353 403646 1226271 0 0 431332 506161 84437 69753 556848 1817933 901458 2737348 2703643 11559120 19740710 161247164 165995764 691777 629581 160555387 165366183 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 487675 415748 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. 432059 432059 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. 378464 378464 Charleston Area Medical Center Foundation, Inc. provides support to, or for the benefit of, approximately 98 individuals and companies, particularly low-income individuals and families. 1298198 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 14 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 WV X Larry Hudson 3043887603 501 Morris Street Charleston WV 25301 X E Gail Pitchford 50.00 X X 204360 0 51389 Jessica Graney 0.50 X 0 0 0 John A Willis MD 0.50 X 0 61507 0 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 Larry C Hudson 2.00 X 0 570523 89058 Jennifer Dial 0.50 X X 0 0 0 David L Ramsey Sch O 0.50 X 0 934889 178365 James Bunn II 0.50 X 0 0 0 Stephen H Bush MD 0.50 X 0 0 0 Dale Clowser 0.50 X 0 0 0 Eva F Jones 0.50 X 0 0 0 Marion S Jones 0.50 X 0 170004 27360 Matthew Kingery 0.50 X 0 0 0 Mary Payne 0.50 X 0 0 0 Nina Peyton 0.50 X 0 0 0 William A Rice Jr 0.50 X 0 0 0 Steven S Robey 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 F Ziebold 0.50 X 0 0 0 204360 1736923 346172 1 0 1 0 Southeastern Asset Management 6410 Poplar Ave Drive Suite 900 Memphis TN 38119 Financial Institution Fees 200484 Ketchum Inc 5151 Belt Line Road Suite 900 Dallas TX 75254 Consulting 131584 Tradewinds NWQ Global 24460 Network Place Chicago IL 606731244 Financial Institution Fees 102775 Ironbridge Capital Management One Parkview Plaza Oakbrook Terrace IL 60181 Financial Institution Fees 100862 4 473967 7404487 2033422 7878454 2711669 2711669 930157 0 930157 930157 930157 75148545 3861343 64197337 3861343 10951208 0 10951208 10951208 79208 473967 106343 -27135 -27135 22444353 0 0 14565899 1154031 1154031 72240 72240 333904 120205 213699 81816 29454 52362 11403 4105 7298 53173 19142 34031 25865 9311 16554 235857 235857 882 882 69753 69753 25888 25888 25842 25842 43173 43173 14983 14983 100886 100886 5149 1854 3295 2037 2037 188845 188845 24466 24466 Consulting 134014 134014 Affiliate Transfer 71927 71927 Dues and Subscriptions 18555 18555 Purchased Services 3347 3347 5607 5607 2703643 1298198 848597 556848 95140 1411385 3859199 3595625 1731534 6319907 1788100 17605 14261 7164358 236359 10971693 6927999 79378208 84131272 65079138 57918897 114647 3888318 161247164 165995764 396431 422203 295346 207378 691777 629581 X 110963410 109405839 28806594 34930405 20785383 21029939 160555387 165366183 161247164 165995764 X 19740710 -14929914 X 0 1 1 X 0 X X X 0 0 0 Charleston Area Medical Center Inc 550526150 3 1 1 1 487675 1 487675 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 49591977 7943081 -224571 1138740 211402 55960345 41160129 4568933 4579278 554678 161685 49591977 33192054 1680416 6898890 380965 230266 41160129 47367489 864206 -13404064 1514099 121478 33192054 0.38000 0.62000 0 0 5083625 5083625 2066214 221840 1844374 14519 14519 0 6927999 Financial Derivatives and Other Financial Products 38494093 F Closely-held Equity Interests 19424804 C 57918897 Affiliate payable-Charleston Area Medical Center, Inc. 181942 Affiliate payable-CAMC Health Education and Research Institute, Inc. 13538 Annuity Payable 11898 207378 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: CAMC Foundation is part of the consolidated audit for 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 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, 2011." X X X X X 1 Ketchum Inc 5151 Belt Line Rd Dallas TX 75254 Fundraising 0 0 131584 0 131584 WV Gala 371405 332677 38728 41558 12700 10699 Golf Outing 181770 141290 40480 2700 22800 6400 9486 553175 473967 79208 2700 22800 47958 12700 20185 106343 -27135 1 WVU Medical Corporation 3110 MacCorkle Avenue Charleston WV 25304 550779739 501(c)(3) 251865 General Support University of Charleston 2300 MacCorkle Avenue Charleston WV 25304 550357039 501(c)(3) 22050 General Support Marshall University One John Marshall Drive Huntington WV 25755 556000789 501(c)(3) 6750 General Support CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 25326 550753754 501(c)(3) 432059 General Support Charleston Area Medical Center PO Box 1547 Charleston WV 25326 550526150 501(c)(3) 415748 General Support 5 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. 140 72240 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 0 0 E Gail Pitchford 152767 0 36205 0 15388 0 40534 0 10855 0 255749 0 0 0 Larry C Hudson 0 339999 0 125135 0 105389 0 68312 0 20746 0 659581 0 659581 David L Ramsey Sch O 0 592116 0 235000 0 107773 0 155318 0 23047 0 1113254 0 57392 Marion S Jones 0 169564 0 440 0 0 0 7097 0 20263 0 197364 0 0 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. X 8 2596 Cost or Selling Price X 350 Cost or Selling Price X 1 2000000 Appraisal Value X 2 5250 Cost or Selling Price X Other 3 1008 Cost or Selling Price X Travel 13 19859 Cost or Selling Price X Fitness Club Membership 2 1559 Cost or Selling Price X Parties 2 2800 Cost or Selling Price 1 0 0 0 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 borrownings 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 preiodically 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 a 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. Avg hours devoted to related org(s) when related comp is reported: Form 990, Part VII: Some members of the Board were compensated by related organizations for other duties as follows: Charleston Area Medical Center, Inc. - David L. Ramsey - 50 hours, Larry Hudson - 50 hours, Marion Jones - 40 hours, John Willis - 5 hours Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Net unrealized losses on investments: -14,929,914. 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. 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 MedicalOffice 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 Specialty Physician Practices WV N/A C 0 1 0 0 0 1 0 0 1 0 0 1 0 0 1 1 0 0 Charleston Area Medical Center Inc B 487675 FMV Charleston Area Medical Center Inc I 930157 FMV Charleston Area Medical Center Inc L 218253 FMV Charleston Area Medical Center Inc O 283803 FMV CAMC Health Education and Research Institute Inc B 432059 FMV Charleston Area Medical Center Inc F 3861343 FMV