Carilion Medical Center

“Carilion Medical Center has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 4 members, made up of the Carilion Medical Center President and Chair of the Board, CAPS Committee, and Nominating Committee. The Executive Committee meets at times that the Board cannot meet and if the need arises to act on behalf of the Board, except to elect directors or Committee members, amend governing documents, approve a plan of merger, or other actions that are required to be approved by Board members.”

“Nancy Howell Agee, Steven Arner, Nicholas Conte, Daniel Harrington, Donald Halliwill, G. Robert Vaughan Jr., J. Harrison Lapausa and Julie Smith-Hamilton - Business relationship”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related and supporting organization of the filing organization. Some or all of the compensation of the following individuals listed in Part VII, Section A was provided by Carilion Services Inc.: Nancy Howell Agee, Steven Arner, Nicholas Conte, David Hagadorn, Donald Halliwill, Julie Smith-Hamilton, J. Harrison Lapausa, and G. Robert Vaughan, Jr.”

“The organization has a single member. The sole member is Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The sole member elects the directors of the organization and has certain other reserved powers.”

“The sole member of the organization, Carilion Clinic, elects the members of the governing body of the organization periodically as terms expire. The sole member also has the right to remove directors and fill any vacancies on the board that may occur for any reason.”

“The sole member of the organization, Carilion Clinic, holds reserved powers with respect to certain enumerated actions, including appointment of CEO; approval of borrowings, budgets, and strategic plans; and amendments of Articles of Incorporation and Bylaws, among others. Approval by the Board of Directors of Carilion Clinic is required for such actions. In addition to the reserved powers, under the laws of the Commonwealth of Virginia, certain extraordinary actions require member approval, such as mergers, consolidations, liquidations, and the sale of substantially all of the assets of the organization. See also Schedule O disclosure for Form 990, Part VI, Section A, Line 7a.”

“The Form 990 was prepared by Carilion's internal Tax Department with input from various other Carilion departments as applicable, and reviewed by internal management and an independent CPA firm. Management reviewed a draft of the Form 990 at the August meeting of the Carilion Clinic Board of Directors Audit Committee and was available to answer questions. Several days prior to filing, all Board Members were notified via email that the final Form 990 was available for their access on the organization's Board portal and were provided contact information to reach out to for any questions.”

“Our organization monitors and reviews proposed and current transactions for conflicts of interest in a variety of ways. At the governing board level, we have board members complete an initial (upon appointment) and annual conflict of interest questionnaire to disclose actual or potential conflicts. Board members are required to update their disclosure as needed in between questionnaires. All disclosures are reviewed by the Compliance Office and as needed escalated to the appropriate leaders/board members for further discussion/review. If a disclosure is viewed as an actual or potential conflict, an action is recommended to the Compliance Committee of the Carilion Clinic Board and implemented as approved. Actions can include recusal in discussion/voting at board meetings, limitation/termination of the transaction, removal from board appointment or other appropriate controls. In addition, at any time, board members are encouraged to disclose any potential conflicts as they arise at a board meeting and to recuse themselves as deemed appropriate. The same process takes place as described above for key employees (upon hire and annually thereafter), including all officers, members of the management team, physicians/mid-level practitioners, pharmacists and key supply chain buyers. After review and further discussion as needed, action may be required to manage an actual conflict or to reduce the appearance of such as approved by the Compliance Office and other key management team members. As needed, the governing board leaders are notified of any conflicts which may impact board proceedings.”

“The organization has a single member, Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The Carilion Clinic Board of Directors Compensation Committee reviews the compensation of the Carilion Clinic Board of Governors annually, which includes the Carilion Clinic President and Chief Executive Officer, Executive Vice Presidents (Chief Financial Officer, Chief Physician Executive, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents of Carilion Medical Center who are the physician Chairs of the Clinical Departments. Certain of these same individuals also hold roles as officers and key employees of Carilion Medical Center, including its President/CEO. The Compensation Committee is made up of independent Board Members of Carilion Clinic who do not have a conflict of interest with any of the executives being reviewed. The Compensation Committee also annually reviews the compensation philosophy for all executive leaders in the health system, which includes Vice Presidents, Senior Vice Presidents including Carilion Medical Center's Treasurer, Executive Vice Presidents, and the CEO, as well as the compensation philosophy for employed physicians. This review included review of a comprehensive report from an independent, outside compensation consultant specializing in healthcare organizations for certain select positions and the prior year's report on all the reviewed positions. The reports reviewed by the Committee included a detailed comparison of total compensation and each element thereof, including base salary, bonus, 'at-risk other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to both a national and regional peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. The Compensation Committee maintained minutes of its meetings, setting forth the deliberations and decisions of the Committee regarding the compensation of these executives. For officers who are not directly reviewed by the Compensation Committee, the independent external compensation consultant conducts the same analysis and shares the data/findings with the system EVP/COO. In the case of the interim Chief Medical Officer, compensation was reviewed with the CEO and clinical department Chairs. Certain assistant officers of the organization who are not compensated in their capacity as an officer but rather in their role as employee in a position not mentioned above are not subject to Committee or consultant review but are compared to market benchmarks by the Human Resources department.”

“See response to line 15A.”

“The organization's governing documents, conflict of interest statement, and consolidated financial statements are released from time to time during the tax year upon request. The conflict of interest policy is included in our Code of Excellence which is available to the public on our website. The Articles of Incorporation are available from the Virginia State Corporation Commission. Limited consolidated financial information is available on our website.”

“Other - Total Revenue: 2674181, Related or Exempt Function Revenue: 2674181, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Other Revenue - Total Revenue: 8998770, Related or Exempt Function Revenue: 8998770, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“The hospital operates a Customer Service-based program for volunteers, going above and beyond to make our patients and their families comfortable in very uncomfortable circumstances. Tasks include delivering mail and flowers, greeting and escorting patients, offering refreshments through our Hospitality cart, conducting pet-assisted therapy visits, and generally supporting the Guest Services Staff. CMC volunteers also support our patient units by performing these tasks in addition to volunteer work that supports the nursing staff, such as organizing supplies and visiting patients who do not have family present. Through Hospice, volunteers provide respite support for caregivers, visits for socialization and comforting presence, check in calls, care for patients' pets, help in the hospice office, plant/harvest/deliver fresh veggies, offer Virtual Reality experiences, sing in the hospice choir to patients, provide honoring ceremonies for military veteran patients, offer pet therapy and Reiki therapy, provide visits from a Santa Claus with a real beard, offer end of life Doula support including Vigil planning, assist with fundraisers, assist with bereavement support activities, make fidget quilts for dementia patients and sew dignity patient gowns, deliver birthday gifts, craft holiday gifts and record patient's life stories. Volunteer licensed cosmetologist provided patients with fresh haircuts.”

“Carilion Medical Center (CMC) is an affiliate of Carilion Clinic, a not-for-profit health system headquartered in Roanoke, Virginia. CMC includes Carilion Roanoke Memorial Hospital, Carilion Roanoke Community Hospital and surrounding clinics and practices. Carilion Roanoke Memorial Hospital's commitment to improving the health of its community is recognized through its ranking among the elite 11% of Best Hospitals nationally and among the top three hospitals in Virginia by U.S. News and World Report. CMC also has earned five Magnet designations for nursing excellence, placing it in the top 1% of hospitals globally and the only one in Virginia to earn the honor. Committed to innovation and clinical excellence and supported by education and research, Carilion operates a regional cancer center, the region's only Level I Trauma Center, and the region's only pediatric center of excellence, with an inpatient unit within Carilion Roanoke Memorial Hospital that includes a pediatric intensive care unit, Virginia's third largest neonatal ICU, trauma care and western Virginia's only pediatric Level I Trauma Center. CMC admitted over 35,253 patients, delivered 3,274 babies, and provided 211,891 days of care in fiscal year 2024. With nearly 85,000 visits, CMC's emergency services 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 about 7 percent of ED visits. More than a dozen pediatric sub-specialties are housed at Carilion Children's freestanding outpatient clinic. They include physical, occupational and speech therapies, and ENT/audiology, mental health and dentistry services. In addition, CMC physicians provide care in a range of specialties at numerous clinic practice sites on and near its Roanoke hospital campuses as well as throughout the Western Virginia region. To meet the growing need for care in Southwest Virginia, in Summer 2025 Carilion opened a $500 million tower addition to Carilion Roanoke Memorial Hospital. The 12-story, 500,000-square-foot Crystal Spring Tower is home to the Carilion Clinic Cardiovascular Institute and a significantly expanded Emergency Department. In addition to providing medical care, Carilion invests significantly in medical education. The health system's Graduate Medical Education program, based at Carilion Roanoke Memorial Hospital, trains more than 300 residents and fellows in 29 programs with nearly half of program graduates remaining in Southwest Virginia to care for patients in the region. Through partnerships with premier institutions like Virginia Tech and Radford University, Carilion also provides undergraduate medical education and training at CMC for physicians, nurses and a range of allied health professionals. In addition, CMC provides numerous community health screenings and education on chronic disease prevention and management, invests in an internal community health workforce, and partners with community organizations to identify and address health needs. To advance its not-for-profit mission, Carilion cares for all patients regardless of their ability to pay. Stated at cost, in fiscal year 2024, CMC provided nearly $76 million in uncompensated care and other community support . Carilion Medical Center's achievements in patient care, education, and community support demonstrate its steadfast commitment to meeting the needs of the communities it serves.”

“Management has evaluated their income tax positions under the guidance included in ASC 740. Based on their review, management has not identified any material uncertain tax positions to be recorded or disclosed in the financial statements.”

“1099s are issued on Carilion Medical Center's behalf by Carilion Services, Inc., a related supporting organization providing management and administrative services, including payment processing.”

“The amount reported as Tax-Exempt Bonds is the portion of Carilion Clinic Bonds allocated to Carilion Medical Center. Required information for the Bonds, including Schedule K, is reported in the Carilion Clinic (EIN: 54-1190771) IRS Form 990.”

“Transfers from/(to) Affiliates - -2938536; Pension-related changes other than net periodic pension costs - -XXX-XX-XXXX;”