2015-11-15T11:36:55-06:00 2014-12-31 861065772 Deloitte Tax LLP 111 S Wacker Drive Chicago IL 60606 990 2014-01-01 550664138 CAMC Health System Inc CAMC 3043885432 PO Box 1547 Charleston WV 253261547 Larry C Hudson Chief Financial Officer 3043887603 2015-11-12 1 Laura Gillespie P00855604 3124861000 2014 2016-04-25 22:37:26Z Larry C Hudson 501 Morris Street Charleston WV 25301 757885 0 X www.camc.org X 1986 WV To provide support to Charleston Area Medical Center, Inc., a not-for-profit corporation. 17 13 0 13 0 0 0 0 0 0 176883 167636 548899 590249 725782 757885 0 0 0 0 0 0 0 0 0 176884 199210 176884 199210 548898 558675 537512317 581685241 20561967 19765171 516950350 561920070 X CAMC Health System, Inc. is organized and shall be operated solely to provide support to Charleston Area Medical Center, Inc. ("CAMC"), a not-for-profit corporation organized under the laws of the state of West Virginia, through the performance of functions of said Charleston Area Medical Center, Inc. or otherwise. 0 0 590249 CAMC Health System, Inc. provides strategic direction, oversight and coordination of the activities of its subsidiaries - Charleston Area Medical Center, Inc. and affiliates - which together comprise CAMC Health System, an integrated health care delivery system. 1 0 0 0 0 0 0 0 0 1 0 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 17 13 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 0 WV X Larry C Hudson 3043887603 501 Morris Street Charleston WV 25301 David L Ramsey President & CEO 5.00 54.50 X X 0 1109204 332184 William A Rice Jr Chairman 3.00 3.00 X X 0 0 0 John R Hoblitzell Esq Vice Chairman 5.00 2.50 X X 0 0 0 Gina R Busch MD Director 2.50 2.50 X 0 0 0 Charles L Capito Jr Director 2.50 2.50 X 0 0 0 Mark A Chandler Director 2.50 2.50 X 0 0 0 Fonda Elliot Director 2.50 2.50 X 0 0 0 James P Griffith MD Director 2.50 2.50 X 0 0 0 Thomas E Potter Esq Director 2.50 2.50 X 0 0 0 Brenda J Powell Director 2.50 2.50 X 0 656 0 Linda J Powers Director 2.50 2.50 X 0 1116 0 Karen S Price Director 2.50 2.50 X 0 0 0 Steven L Smith Start 114 Director 2.50 2.50 X 0 0 0 Kenneth L Tackett Director 2.50 2.50 X 0 0 0 Edwin H Welch Ph D Director 2.50 3.50 X 0 0 0 Bryan K Richmond MD Chief of Staff-CAMC (Start 1/14) 2.50 2.50 X 0 0 0 James A Lohan MD Past Chief of Staff CAMC 2.50 2.50 X 0 0 0 Glenn Crotty Jr MD COO 5.00 51.50 X 0 649595 95718 Larry C Hudson CFO 5.00 55.00 X 0 651376 65978 Gregory M Veltri VP Info. Services 5.00 50.00 X 0 295273 65618 Robert B Danielson VP Compliance 50.00 5.00 X 0 238791 86737 Kristi Snyder VP Human Resources 5.00 51.00 X 0 274716 165027 Marshall A McMullen Jr Secretary & Gen Counsel 5.00 53.00 X 0 395088 90898 0 3615815 902160 0 0 1 0 0 167636 167636 Affiliate Transfer 900099 558674 558674 Affiliate Support 900099 31575 31575 590249 757885 590249 0 167636 72339 72339 41378 41378 28 28 65741 65741 Excise Taxes 19724 19724 199210 0 199210 0 287968 270054 108876 108875 533505050 577916096 3610423 3390216 537512317 581685241 59369 33036 20502598 19732135 20561967 19765171 X 447387118 498968734 48103177 40285661 21460055 22665675 516950350 561920070 537512317 581685241 X 558675 44411045 X 0 1 X 1 0 X X 1 Charleston Area Medical Center Inc 550526150 3 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 X 1 1 Part IV, Section D, Line 3: The supported organization, Charleston Area Medical Center, Inc. ("CAMC") makes recommendations to the parent company, CAMC Health System, Inc. ("CAMCHSI"), that is organized and operated exclusively to provide support to CAMC. The identical makeup of the voting members of the governing bodies, and key corporate officers, of the supporting and supported organizations ensures that the supported organization has a significant voice in the organization's investment policies and in directing the use of the organization's income or assets, which are minimal compared to that of the supported organization. Also, the governing bodies of the supported and supporting organizations each have a Finance Committee comprised largely of the same voting members. Part IV, Section E, Line 3a: The supporting organization has the power to elect all of the members of the supported organization's governing body and to approve the election of key supported organization officers. Part IV, Section E, Line 3b: The supporting organization's primary role is oversight and coordination of the activities of the supported organization and its affiliates, which are also supporting organizations of the supported organization. This begins with reserved powers the supporting organization/parent has with respect to its subsidiaries. The parent company and its subsidiaries are managed in a coordinated fashion as a system with significant governing body and management overlap and development of system-wide policies and procedures, and budgeting processes. 69563232 -6611897 62951335 60502869 9060363 69563232 54178986 6323883 60502869 47749351 6429635 54178986 38922192 8827159 47749351 0.30000 0.70000 0 0 0 Affiliates - CAMC 394005002 C Affiliates - FNDTN 174663299 C Affiliates - CHERI 3902290 C Affiliates - IHCPI 5345505 C 577916096 Affiliate Payable - CAMC 19732135 19732135 X Part X, Line 2: CAMCHSI 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: "The IRS has determined that CAMC, the Foundation, and the Institute 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 as of December 31, 2014." X X X X X 0 1 0 0 0 0 0 1 0 David L Ramsey President & CEO 0 704106 0 278720 0 126378 0 295990 0 36194 0 1441388 0 0 Glenn Crotty Jr MD COO 0 449870 0 136113 0 63612 0 59601 0 36117 0 745313 0 0 Larry C Hudson CFO 0 395356 0 110712 0 145308 0 44879 0 21099 0 717354 0 0 Gregory M Veltri VP Info. Services 0 285273 0 0 0 10000 0 37808 0 27810 0 360891 0 0 Robert B Danielson VP Compliance 0 166235 0 28253 0 44303 0 64761 0 21976 0 325528 0 0 Kristi Snyder VP Human Resources 0 214214 0 49520 0 10982 0 157287 0 7740 0 439743 0 0 Marshall A McMullen Jr Secretary & Gen Counsel 0 283262 0 47964 0 63862 0 63570 0 27328 0 485986 0 0 Part I, Line 4b Supplemental Executive Retirement Plan ("SERP"). Participants are key officers of CAMCHSI and subsidiaries. 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 0.5% 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. Part I, Line 7 The organization 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. Board of Directors Compensation Committee. Form 990, Part VI, Section A, line 2 David L. Ramsey, Glenn Crotty, Jr., M.D., Larry C. Hudson, Gregory M. Veltri, Robert B. Danielson and Marshall A. McMullen, Jr., have a business relationship due to joint employment by related companies within the same health system. Form 990, Part VI, Section B, line 11 CAMC Health System, Inc. ("CAMCHSI") compiles necessary information for Form 990 through the efforts of various officers and directors of the organization and its affiliates. The return is then prepared and reviewed by an external consultant firm. This firm then reviews the completed Form 990 with the CAMCHSI Board of Directors and its Audit Committee. Form 990, Part VI, Section B, line 12c Corporate officers including the President and Secretary develop the agendas for board meetings and identify and resolve potential conflict of interest issues relative to action items. Annual disclosure procedures are implemented and the board chair and nominating committee periodically review conflict situations. The organization's conflict of interest policy requires all disclosed conflicts to be reported by the Chief Compliance Officer to the CAMCHSI Management Compliance Committee. The Compliance Officer will inform the Board of Trustees Audit Committee at their next scheduled meeting of all such activities approved by the Management Compliance Committee. The Manager (the direct supervisor of a company representative) may concur with the Compliance Officer's decision or may ask that the Management Compliance Committee review the Conflict of Interest Form in question. The Management Compliance Committee will then review the conflict of interest in questions at the next meeting and their decision is final. 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 CAMCHSI) and executives (including CAMCHSI's CEO). The Committee uses the data to determine the total compensation of CAMCHSI's CEO 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 CAMC Health System, Inc. is part of a consolidated financial audit for CAMC Health System, Inc. and Subsidiaries, (collectively, the "System"). Consolidated audited financial statements are available online 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 Bylaws and Conflict of Interest policy publicly available, but they are available upon request. The Articles of Incorporation are publicly available at the WV Secretary of State's Office. Form 990, Part XI, line 9: Change in Beneficial Interest in Affiliates 51,022,941. Change in Temp & Permanent Restricted Contributions of Subsidiaries -6,611,896. Charleston Area Medical Center Inc PO Box 1547 Charleston WV 253261547 550526150 Hospital WV Section 501(c)(3) Line 3: 170(b)(1)(a) CAMC Health System Inc 1 CAMC Foundation Inc PO Box 1547 Charleston WV 253261547 310887133 Fundraising WV Section 501(c)(3) Line 11, Type II: 50 CAMC Health System Inc 1 CAMC Health Education and Research Institute Inc PO Box 1547 Charleston WV 253261547 550753754 Medical Educational Research WV Section 501(c)(3) Line 11, Type II: 50 CAMC Health System Inc 1 CAMC Teays Valley Hospital Inc PO Box 1547 Charleston WV 253261547 550752636 Hospital WV Section 501(c)(3) Line 3: 170(b)(1)(a) CAMC Health System Inc 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 CAMC Health System Inc C 1.00000 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 Charleston Area Medical Center Inc M 72339 FMV Charleston Area Medical Center Inc S 558674 FMV