Form 990 for tax year 2023

Revenue

Part VIII, the statement of revenue.

• 1d · Related organizations

  $10,485

• 1e · Government grants (contributions)

  $629,902

• 1f · All other contributions, gifts and grants

  $38,943

• 2a · Program service revenue: Net Patient Revenue

  total $18,376,469 · related or exempt $18,376,469

• 2b · Program service revenue: Carilion Patient Transportation

  total $15,265,156 · related or exempt $15,265,156

• 2c · Program service revenue: Management Fees

  total $369,989,053 · related or exempt $369,989,053

• 2d · Program service revenue: Affiliate Insurance Premium Revenue

  total $5,439,318 · related or exempt $5,439,318

• 2e · Program service revenue: Research Income

  total $96,466 · related or exempt $96,466

• 2f · All other program service revenue

  total $4,809 · related or exempt $4,809 · unrelated business $0 · excluded $0

• 3 · Investment income

  total $6,667,180 · unrelated business -$20,095 · excluded $6,687,275

• 6c · Rental income or loss

  real property $0 · personal property $0

• 7a · Gross sales of assets other than inventory

  securities $39,308,119 · other assets $12,253

• 7b · Less cost or other basis and sales expenses

  securities $30,566,532 · other assets $648

• 7c · Gain or loss

  securities $8,741,587 · other assets $11,605

• 7d · Net gain or loss

  total $8,753,192 · excluded $8,753,192

• 11a · Other revenue: Purchase Discounts

  total $1,002,095 · related or exempt $1,002,095

• 11b · Other revenue: Health Education Support

  total $393,676 · related or exempt $393,676

• 11c · Other revenue: HIM Operations

  total $225,359 · related or exempt $225,359

• 11d · All other revenue

  total $178,848 · related or exempt $178,848 · unrelated business $0 · excluded $0

• 11e · Other revenue, total

  $1,799,978

Functional expenses

Part IX, the statement of functional expenses.

• 5 · Compensation of officers, directors and key employees

  total $9,765,323 · program services $2,423,922 · management and general $7,341,401

• 6 · Compensation of disqualified persons

  total $326,890 · program services $326,890

• 7 · Other salaries and wages

  total $188,389,269 · program services $186,803,569 · management and general $1,585,700

• 8 · Pension plan contributions

  total $6,489,683 · program services $6,434,534 · management and general $55,149

• 9 · Other employee benefits

  total $21,822,157 · program services $20,550,398 · management and general $1,271,759

• 10 · Payroll taxes

  total $13,021,811 · program services $12,464,861 · management and general $556,950

• 11a · Fees: management

  total $279,311 · management and general $279,311

• 11b · Fees: legal

  total $1,094,420 · management and general $1,094,420

• 11c · Fees: accounting

  total $816,445 · management and general $816,445

• 11d · Fees: lobbying

  total $83,079 · program services $83,079

• 11f · Fees: investment management

  total $1,511,799 · management and general $1,511,799

• 11g · Fees: other

  total $54,465,629 · program services $47,702,828 · management and general $6,762,801 · fundraising $0

• 12 · Advertising and promotion

  total $2,380,890 · program services $2,375,768 · management and general $5,122

• 13 · Office expenses

  total $9,494,858 · program services $7,570,336 · management and general $1,924,522

• 14 · Information technology

  total $60,358,322 · program services $60,358,322

• 16 · Occupancy

  total $13,792,779 · program services $13,409,370 · management and general $383,409

• 17 · Travel

  total $853,691 · program services $756,324 · management and general $97,367

• 20 · Interest

  total $12,867 · program services $12,867

• 22 · Depreciation, depletion and amortization

  total $11,321,793 · program services $11,321,793

• 23 · Insurance

  total $3,061,349 · program services $1,112,924 · management and general $1,948,425

• 24a · Other expenses: Dues & Subscriptions

  total $3,180,722 · program services $1,522,724 · management and general $1,657,998

• 24b · Other expenses: Recruitment

  total $2,524,411 · program services $2,514,723 · management and general $9,688

• 24c · Other expenses: Education & Training

  total $1,972,426 · program services $1,971,411 · management and general $1,015

• 24d · Other expenses: Bad Debt

  total $1,687,446 · program services $1,687,446

• 24e · All other expenses

  total $3,434,308 · program services $2,098,730 · management and general $1,335,578 · fundraising $0

Balance sheet

Part X, book values.

• 1 · Cash, non-interest-bearing

  beginning of year $2,070 · end of year $1,770

• 2 · Savings and temporary cash investments

  beginning of year $18,585,409 · end of year $17,490,947

• 4 · Accounts receivable

  beginning of year $4,621,907 · end of year $11,442,715

• 5 · Loans and receivables from officers and key people

  end of year $3,167

• 6 · Loans and receivables from disqualified persons

  end of year $0

• 7 · Other notes and loans receivable

  end of year $25,000

• 8 · Inventories for sale or use

  beginning of year $5,048,110 · end of year $6,086,991

• 9 · Prepaid expenses and deferred charges

  beginning of year $27,184,588 · end of year $28,829,373

• 10a · Land, buildings and equipment: cost or other basis

  $220,926,031

• 10b · Land, buildings and equipment: accumulated depreciation

  $178,214,293

• 10c · Land, buildings and equipment, net

  beginning of year $39,406,732 · end of year $42,711,738

• 11 · Investments: publicly traded securities

  beginning of year $140,011,528 · end of year $154,901,332

• 12 · Investments: other securities

  beginning of year $124,978,056 · end of year $108,030,679

• 13 · Investments: program-related

  beginning of year $749,883,901 · end of year $801,469,242

• 15 · Other assets

  beginning of year $21,287,856 · end of year $54,989,777

• 17 · Accounts payable and accrued expenses

  beginning of year $87,721,360 · end of year $104,061,404

• 18 · Grants payable

  beginning of year $69,091 · end of year $138,875

• 19 · Deferred revenue

  beginning of year $641,164 · end of year $974,812

• 22 · Loans and payables to officers and key people

  beginning of year $0 · end of year $0

• 25 · Other liabilities

  beginning of year $68,467,866 · end of year $93,122,716

• 27 · Net assets without donor restrictions

  beginning of year $974,110,676 · end of year $1,027,684,924

The filer's explanations (Part III)

Schedule J, Part I, Line 1a Tax indemnification and gross-up payments

EMPLOYEES ARE OCCASIONALLY PROVIDED SMALL GIFTS, PRIZES OR AWARDS WHICH MAY BE INCLUDED IN TAXABLE COMPENSATION AT AMOUNTS GROSSED UP FOR TAXES. DURING THE REPORTING PERIOD MS. ARMENTROUT, Mr. BISHOP AND MR. HALLIWILL RECEIVED SUCH BENEFIT.

Schedule J, Part I, Line 1a Health or social club dues or initiation fees

Directors of Carilion Clinic and its related hospital and foundation organizations are offered a free family or individual membership to a health club owned by a related organization if they choose to accept it. Mr. Arner received this benefit and the value was included in taxable compensation from the organization.

Schedule J, Part I, Line 1b Written policy regarding payment or reimbursement of expenses

Provision of the health club benefit is documented in Board meeting minutes and Carilion internally tracks the memberships and pays the health club directly. MANAGEMENT MAKES TAX GROSS-UP DECISIONS AT ITS DISCRETION FOR NON-ROUTINE SMALL GIFTS, PRIZES OR AWARDS CONSIDERING IRS REQUIREMENTS, AMOUNT, AND NON-CASH STATUS.

Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation

Executive compensation is reviewed annually by the Carilion Clinic Board of Directors Compensation Committee, which 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 reviews the compensation of the Board of Governors annually, which includes the individual serving as Carilion Services, Inc.'s President. 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.

Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan

Select members of management participate in a Defined Contribution Supplemental Executive Retirement Plan (DC SERP) in which the employer, at the discretion of the Carilion Clinic Board of Directors Compensation Committee, makes a contribution to an account established on its books for each eligible participant. If a participant ceases to be a participant prior to the vesting date the account shall be forfeited. A lump sum distribution shall be made upon the participant's scheduled vesting date, attainment of certain age and years of service, death, disability, or certain separations from service. Vested contributions paid out during the year are included in Part II, Column B(iii). Select team members are eligible for department-level incentive compensation featuring a bonus deferral to the following 2 years. Amounts are determined based on a scorecard and at the discretion of the Carilion Clinic Board of Directors Finance Committee, and vest upon payment after the end of the applicable fiscal year. Unvested amounts are subject to forfeiture upon separation of employment. Vested amounts paid out during the year are included in Part II, Column B(ii). Unvested deferrals applicable to the current reporting period are included in Part II of this schedule with "Retirement and Other Deferred Compensation". The following distributions of amounts under these arrangements were made in the reporting year: Deferred in prior year and paid out in current year: $57,291 - R. Keith Perry $172,601 - Nicholas Conte $60,168 - Paul Hudgins $195,888 - Steven Arner $57,282 - G. Robert Vaughan, Jr. $227,735 - Donald Halliwill $50,021 - Donna Littlepage $ 99,123 - Fred Greear Both vested and paid in current year: $135,774 - Jeanne Armentrout $35,497 - Nathaniel Bishop $136,940 - Tom Hill $253,641 - Stephen Morgan Ms. Agee participates in an Executive Flexible Benefit Plan, in which an allowance is provided to the participant for use in obtaining certain insurance benefits, with the excess credited to a capital accumulation account with various deferred vesting dates and distribution requirements until certain age and years of service thresholds are met. Deferrals no longer occur under this plan. In the reporting year, the amount distributed under this plan was $245,365. Ms. Agee also received $1,500,000 per a retention agreement that had been previously reported in Part II Col. C.

Schedule J, Part I, Line 7 Non-fixed payments

The organization pays annual 'at risk' compensation to certain members of management based on performance of applicable scorecard metrics. While the scorecard contains a formula as a basis for determining overall performance, in certain cases, senior managers have discretion to include additional elements in their assessment of managers reporting to them. In addition, for top management, the actual non fixed payment awarded is determined in the discretion of the Carilion Clinic Board of Directors and its compensation committee.

Disregarded entities

Part I: entities that legally are the filer and file no return of their own.

• BLUE RIDGE INDEMNITY COMPANY LLC

  INSURANCE · VT · income $18,454,878 · assets $97,316,227

  Directly controlled by CARILION SERVICES INC

• CARILION CLINIC PATIENT TRANSPORTATION LLC

  TRANSPORTATION · VA · income $13,761,313 · assets $6,475,272

  Directly controlled by CARILION SERVICES INC

• CARILION PROFESSIONAL SERVICES LLC

  HEALTHCARE · VA · income $18,210,882 · assets $261,408

  Directly controlled by CARILION SERVICES INC

Related partnerships

Part III: related organizations taxable as a partnership, with the filer's share.

• Franklin County Ventures LLC

  N/A · Real estate · VA

  Directly controlled by NA

• Carilion Clinic Medicare Shared Savings Company LLC

  N/A · Medicare ACO · VA

  Directly controlled by NA

• Roanoke Ambulatory Surgery Center LLC

  N/A · Surgery · VA

  Directly controlled by NA

• Southwest Virginia Health Properties LLC

  N/A · Real estate · VA

  Directly controlled by NA

• Raven Asset-Based Opportunity Fund IV LP

  N/A · Private equity · DE

  Directly controlled by NA

• Starwood VEP II Co-Invest LLC

  N/A · Investments · DE

  Directly controlled by NA

• TI Platform CC SMA LP

  N/A · Investments · DE

  Directly controlled by NA

• TI FBV GR LP

  N/A · Investments · DE

  Directly controlled by NA

• TI Platform DCI SPV LP

  N/A · Investments · DE

  Directly controlled by NA

• Transpose Platform Zippedi SPV LP

  N/A · Investments · DE

  Directly controlled by NA

• Transpose Platform Gorgias SPV LP

  N/A · Investments · DE

  Directly controlled by NA

• Transpose Platform Fintech Fund II LP

  N/A · Investments · DE

  Directly controlled by NA

• Opera Investment Two SCSP

  N/A · Investments · LU

  Directly controlled by NA

• VTC Innovation Fund III LP

  N/A · Investments · DE

  Directly controlled by NA

• Pacific North of South Em All CAP Equity Fund

  N/A · Investments · DE

  Directly controlled by NA

Related corporations and trusts

Part IV: related organizations taxable as a corporation or trust.

• CHS Inc

  C Corporation · Services · VA · 100% owned · share of income $90,292,504 · share of assets $876,250,343 · controlled entity

  Directly controlled by Carilion Services Inc

• Carilion Behavioral Health Inc

  C Corporation · Healthcare · VA · 100% owned · share of income $1,134,995 · share of assets $118,376 · controlled entity

  Directly controlled by CHS Inc

• Carilion Emergency Services Inc

  C Corporation · Healthcare · VA · 100% owned · share of income $11,338,695 · share of assets $2,319,908 · controlled entity

  Directly controlled by CHS Inc

• SCA Credit Services Inc

  C Corporation · Collection Agency · VA · 100% owned · share of income $194,589 · share of assets $241,841 · controlled entity

  Directly controlled by CHS Inc

• Carilion Healthcare Corporation

  C Corporation · Healthcare · VA · 100% owned · share of income $170,681,817 · share of assets $61,470,112 · controlled entity

  Directly controlled by CHS Inc

• MedKey Inc

  C Corporation · Financing Services · VA · 100% owned · share of income $126,933 · share of assets $125,634 · controlled entity

  Directly controlled by CHS Inc

• Carilion DTC Services Inc

  C Corporation · Healthcare · VA · 100% owned · share of income $155,149 · share of assets $7,792 · controlled entity

  Directly controlled by CHS Inc