West Virginia United Health System Inc

“The organizations articles and bylaws were updated during 2022 to reflect that West Virginia United Health System, Inc. is now the sole member of the following entities West Virginia University Hospitals, Inc., United Physicians Care, Inc., Camden-Clark Foundation, West Virginia Health Care Cooperative, Inc., Potomac Valley Hospital of W Va Inc., St. Josephs Hospital of Buckhannon, Inc., Braxton County Memorial Hospital, Community Health Association, Wetzel County Hospital, Inc., Harrison Community Hospital, Belmont Community Hospital, Barnesville Hospital Association, and Upshur Medical Management Service.”

“The Form 990 is prepared by the WVUHS Tax Team and is then submitted to be reviewed by the external independent audit firm of the System. After the external review is completed, the Form 990 is presented to the WVUHS CFO. Upon approval from the CFO, it is then presented to the audit committee and the Board of Directors. Once approved, the Form 990 is submitted to the IRS.”

“All Officers, Directors, and Board Members are required to annually disclose any relationships which may give rise to a potential conflict of interest. These responses are then tracked by general counsel and the Chief Compliance Officer. When a conflict arises disclosure of the financial interest and all material facts is provided to the board, and after any discussion with the interested person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. If the remaining board or committee members decide a conflict exists, procedures outlined in the WVUHS Conflict of Interest Policy may be utilized.”

“The System engages an independent group to perform an executive compensation review and compensation survey annually. This information is provided to the compensation committee which is made up of independent board members who are then responsible for setting the compensation packages offered to each executive, ensuring that the compensation package does not exceed fair market value based on the data from the consultant group. The minutes of the compensation committee are contemporaneously documented and retained. Full compensation surveys were completed for 2020, 2021, and 2022 compensation amounts, with data provided by the independent consultant to the compensation committee.”

“All financial and governing documents along with Board of Director Conflict of Interest statements are made available during regular business hours at the business office. In accordance with West Virginia Legislative code every member of the board shall file a written statement, which shall be fully available for public disclosure, with the appropriate chairman of the board.”

“The employees of WVUHS are leased from a related entity, WVU Hospitals, Inc. EIN 55-0643304. WVUHS reimburses WVUH and other related parties for salary, benefits, and applicable taxes for WVUHS employees and for a portion of compensation paid to corporate officers with time is split between WVUHS, WVUH and other related parties. Darin Rogers is compensated by both WVUHS and an unrelated party, West Virginia University Medical Corporation. The appropriate salary expenses are reflected in Part IX Line 5 of this return and the other respective returns. Michael Edmonds is the Chief Medical Offier of WVUHS, UHA”

“WVUHS receives and pays invoices for Legal and Accounting Services that have been provided to all system entities. Based on an allocation agreed upon by all entities, the System then bills each entity for their respective portion of that service and the expense is offset by the reimbursements. The amounts reported in Part IX - Statement of Functional Expenses Line 11b and 11c reflect the portion of legal and accounting expense attributable to WVUHS.”

“The employees of WVUHS are leased from a related entity, WVU Hospitals, Inc. EIN 55-0643304. Under these terms, WVU Hospitals, Inc. completes and files all payroll tax filings.”

“The 42,710,768 change in net assets is 42,034,003 transfers from affiliates, 676,768 investment in Peak Health Insurance Company, and 3 rounding.”

“Form 926 Attachment 1. Transferor - West Virginia United Health System d/b/a West Virginia University Health System, EIN 55-0754713, PO Box 8034, Morgantown, WV 26506 2. Transfer - i. Transferee - Augusta Insurance Company, Ltd. EIN 98-1399333, PO Box 69, Grand Cayman, Grand Cayman Islands KY1-1102 ii. Transfer - West Virginia University Health System, a US tax-exempt corporation Transferor, made cash transfers that represented non-taxable deposits during the tax year ended December 31, 2022 in the amount of 19,626,251 is US dollars to Augusta Insurance Company, Ltd., its wholly-owned subsidiary formed in the Cayman Islands Transferee. To the extent that such transfers are not treated as deposits, but rather as constructive capital contributions from the Transferor solely to the Transferee for US federal tax purposes, the Transferor is reporting such amounts on this statement as a protective measure in compliance with Code Section 6038B.”

“Form 926 Attachment continued - 3. Consideration received. Transferee did not issue any additional shares to the Transferor for the capital contributions or non-taxable deposit because the Transferor is the sole shareholder of the Transferee and the issuance of additional shares would have been meaningless gestures according to federal tax principles. 4. Property transferred. i. Active business property. The Transferee received cash transfers in the amount of 19,626,251 in connection with an alternative risk financing arrangement that represented non-taxable deposits for U.S. federal tax purposes. To the extent that such transfers are not treated as deposits, but rather as constructive capital contributions from the Transferor only to Transferee for U.S. federal tax purposes, the Transferor is reporting such amounts on this statement as a protective measure in compliance with Code Section 6038B. The cost basis in the cash equals the fair market value.”

“ii. Stock or securities. Not applicable iii. Depreciated property. Not applicable iv. Property to be leased. Not applicable v. Property to be sold. Not applicable vi. Transfers to FSCs Not applicable vii.Tainted property. A. Inventory, etc. Property described in subsection 1.367a-5Tb. Not applicable. B. Installment obligations, etc. Property described in subsection 1.367a-5Tc. Not applicable. C. Foreign currency, etc. Property described in subsection 1.367a-5Td. Not applicable.D. Intangible property. Property described in subsection 1.367a-5Te. Not applicable. E. Leased property. Property described in subsection 1.367a-4Tf. Not applicable. viii. Foreign loss branch. Not applicable. ix. Other intangibles. Not applicable.”

“5. Transfer of foreign branch with previously deducted losses. i. Branch operation. Not applicable ii. Branch property. Not applicable iii. Previously deducted losses. Not applicable iv. Character of gain. Not applicable 6. Application of section 367a5 Not applicable.”