Carilion Clinic

“Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 9 members, made up of the Chair of the Board, the CEO, the Chairs of each of the 6 standing committees, and the Chair of the Board of Carilion Medical Center, which is the organization that holds the flagship hospital. The Executive Committee typically meets in months the full Board does not meet and can act on behalf of the Board, except it cannot elect directors or take certain extraordinary actions, such as a sale, merger, or dissolution of the corporation.”

“NANCY HOWELL AGEE, ABNEY BOXLEY, III, AND RAYMOND SMOOT, JR. - Business relationship, NANCY HOWELL AGEE, JAMES TURNER, JR., AND DANIELLE YARBER - Business relationship, NANCY HOWELL AGEE, JEANNE ARMENTROUT, STEVEN ARNER, JASON BINGHAM, STEVE BLANKS, JOHN BOND, NICHOLAS CONTE, DAVID HAGADORN, DONALD HALLIWILL, DANIEL JONES, M.D., LAUREN SCHANTZ, G. ROBERT VAUGHAN, JR., AND PATRICE WEISS, M.D. - Business relationship”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization to 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, Jeanne Armentrout, Steven Arner, Nicholas Conte, David Hagadorn, Donald Halliwill, Lauren Schantz, G. Robert Vaughan, Jr., and Patrice Weiss, M.D.”

“The Form 990 was prepared by Carilion's internal tax department with input from various Carilion departments, as applicable, and reviewed by internal Accounting management and an independent CPA firm. A draft copy of the Form 990 was posted on our Board portal, which is the mechanism used to disseminate meeting materials to the directors, in advance of the Carilion Clinic Board of Directors Audit Committee's August meeting. The CFO reviewed the Form 990 with Committee members and answered questions at that meeting. All Board Members were notified via email that the final Form 990 was posted on our Board portal several days prior to filing and were encouraged to call with any questions they might have.”

“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 Organizational Integrity & 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 Organizational Integrity & Compliance Office and other key management team members. As needed, the governing board leaders are notified of any conflicts which may impact board proceedings.”

“Executive compensation is reviewed annually by the Carilion Clinic Board of Directors 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 Board of Governors annually, which includes the President and Chief Executive Officer, the Executive Vice Presidents (Chief Financial Officer, Chief Medical Officer, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents who are the physician Chairs of the Clinical Departments. 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. In addition, the Compensation Committee annually reviews the compensation philosophy for all executive leaders, which includes Vice Presidents, Senior Vice Presidents, 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 select positions and the prior year's report on all of 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' and 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 detailed minutes of its meetings, setting forth the deliberations and decisions of the Committee regarding the compensation of these executives.”

“See response to Line 15a.”

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

“Carilion Clinic is an organization of physicians working together as a team. In June 2006, Carilion Health System announced plans to transform the not-for-profit hospital system into a not-for-profit Clinic (tax-exempt) organization headquartered in Roanoke, Virginia. The clinic structure aligns hospital and physician goals with a focus on evidence-based medical practice with consistency in care and service based on proven methods and procedures, attention to the optimal length of each patient's stay in the hospital and to using costly resources as efficiently as possible, and an environment of active medical research and education to advance the practice of medicine further. Integration of inpatient and outpatient services across the continuum of care and seamless, convenient access to services for the patient also are integral to the clinic model. The Carilion Clinic Board of Governors, consisting mostly of physicians, now has managerial responsibility for the entire organization. Carilion Clinic emphasizes the integration of care, clinical quality and safety. The Clinic employs a staff of more than 700 physicians; continued development of outcomes-based clinical performance metrics and incentive compensation models tied to quality, a fully integrated clinical information system, including an Electronic Medical Record (EMR) enterprise-wide (all hospitals and physician practices) and expansion and strengthening of medical education residency and fellowship programs. As the parent company for all Carilion affiliates, Carilion Clinic drives fulfillment of Carilion's mission to improve the health of the communities it serves. Providing leadership and vision, Carilion Clinic oversees a core hospital business that admitted 50,182 patients and provided 242,904 days of care. Carilion's hospitals delivered 4,125 babies and provided neonatal intensive care support to the region. Carilion's hospitals provided comprehensive heart and vascular care, surgical excellence in orthopaedics, advanced surgery and care for oncology and new pain management protocols. A state-of-the-art communications center coordinates patients' transportation to all our hospitals. All our programs are supported by diagnostic testing capabilities in radiology, including advanced imaging in CT, MRI and PET/CT. We've grown our expertise in molecular imaging and nuclear medicine procedures and ultrasound and provide screening mammography and diagnostic breast imaging. Additional programs include the region's only neonatal intensive care unit, advanced diagnostics and expertise for gastroenterology conditions, inpatient and outpatient psychiatric services, a comprehensive inpatient rehabilitation unit, and inpatient and outpatient surgical care utilizing advanced techniques in robotic and endovascular procedures. Carilion Children's is our region's only pediatric center of excellence with an inpatient hospital within Carilion Medical Center, a pediatric intensive care unit, NICU, and trauma care. Pediatric sub-specialists support the facility in areas of surgery, pulmonology, oncology, cardiology, gastroenterology, psychiatry, orthopaedics, neurosurgery, dentistry, neurology, endocrinology. The Clinic provides several services and programs to target the specific health needs of the area, including diabetes management, medically supervised weight loss, urgent care, physical, speech and occupational therapy programs, cardiac and pulmonary rehabilitation, and home health and hospice care. 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 1,363 patients and a ground service providing 21,781 transports during the year. With 175,114 visits, Carilion's emergency departments are a critical compon”

“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 Clinic's behalf by Carilion Services, Inc., a related organization providing management and administrative services, including payment processing.”

“Transfer from affiliates - net - -6453416; unrelated investment income - 162254;”