Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
AUGUSTA HEALTH CARE INC DBA AUGUSTA HEALTH
Employer identification number
54-1453954
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (see instructions)
..................
12
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
AUGUSTA HEALTH CARE INC DBA AUGUSTA HEALTH
Employer identification number
54-1453954
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 1
THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR, THE VICE-CHAIR, THE PRESIDENT, THE SECRETARY, AND THE TREASURER AND TWO OTHER MEMBERS OF THE BOARD. THE CHAIR OF THE BOARD SHALL BE THE CHAIR OF THE EXECUTIVE COMMITTEE. IT SHALL BE THE DUTY OF THE EXECUTIVE COMMITTEE TO REVIEW AND ORGANIZE MATTERS TO BE CONSIDERED BY THE BOARD; TO DELIBERATE MATTERS OF A SIGNIFICANT STRATEGIC OR ADMINISTRATIVE NATURE; AND TO ADVISE THE BOARD AND ADMINISTRATION ON SUCH MATTERS. THE EXECUTIVE COMMITTEE MAY ACT ON BEHALF OF THE BOARD BUT ONLY WHEN SPECIFICALLY AUTHORIZED BY THE BOARD TO DO SO. THE EXECUTIVE COMMITTEE SHALL HANDLE ALL MATTERS RELATED TO EXECUTIVE COMPENSATION. WHEN EXECUTIVE COMPENSATION MATTERS ARE BEING DELIBERATED, ANY COMMITTEE MEMBER WHO MAY BE DEEMED TO HAVE A DISQUALIFYING BUSINESS, PERSONAL OR PROFESSIONAL RELATIONSHIP WITH THE CORPORATION WILL BE EXCUSED, INCLUDING BUT NOT LIMITED TO THE PRESIDENT AND PRACTICING PHYSICIANS. THE PRESIDENT MAY PRESENT INFORMATION, MAKE RECOMMENDATIONS AND ANSWER QUESTIONS ON MATTERS OF COMPENSATION BUT MAY NOT BE A VOTING MEMBER ON THESE MATTERS. EXECUTIVE COMPENSATION MATTERS SHALL BE REVIEWED AT LEAST ANNUALLY TO EVALUATE THE PERFORMANCE OF THE PRESIDENT AND TO OVERSEE THE ADMINISTRATION OF THE EXECUTIVE COMPENSATION SYSTEM AND APPROVE COMPENSATION PROVIDED UNDER THAT SYSTEM ON BEHALF OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL ADMINISTER THE CORPORATE CONTRACT POLICY AS APPROVED BY THE BOARD AND, ON BEHALF OF THE BOARD. THE COMMITTEE SHALL PROVIDE FOR REVIEW OF ALL CONTRACTS WITH PHYSICIANS AND CONTRACTS FOR TRANSACTIONS OUTSIDE THE NORMAL COURSE OF BUSINESS. THE CONTRACTS SHALL BE REVIEWED TO ENSURE THE CONTRACTS MEET THE CORPORATION'S MISSION AND VALUES STANDARDS, AS WELL AS, ALL APPLICABLE LAWS AND REGULATIONS. ANY EXECUTIVE COMMITTEE MEMBER WHO MAY HAVE A DISQUALIFYING BUSINESS, PERSONAL OR PROFESSIONAL RELATIONSHIP WITH THE CORPORATION OR ANY ENTITY WHICH HAS OR MAY HAVE A COMPETING INTEREST WITH THE CORPORATION WILL BE EXCUSED FROM DELIBERATING ON ANY MATTERS RELATED TO CORPORATE CONTRACT POLICY AND ADMINISTRATION.
FORM 990, PART VI, SECTION A, LINE 4
THE POSITION OF VICE PRESIDENT WAS REMOVED AS AN OFFICER.
FORM 990, PART VI, SECTION B, LINE 11
THE DIRECTOR OF ACCOUNTING WILL MAKE COPIES OF THE FORM 990 AVAILABLE TO THE CFO AND CEO FOR REVIEW. THE FINAL VERSION OF THE RETURN WILL BE POSTED ON THE ORGANIZATION'S INTERNAL WEBSITE WITH ACCESS RESTRICTED TO THE BOARD AND KEY ADMINISTRATIVE PERSONNEL FOR REVIEW. ALL QUESTIONS WILL BE RESOLVED AND ANSWERED BY THE CEO, CFO OR DIRECTOR OF ACCOUNTING.
FORM 990, PART VI, SECTION B, LINE 12C
THE GOVERNANCE COMMITTEE IS CHARGED WITH REVIEWING THE CONFLICT OF INTEREST STATEMENTS EACH YEAR. THE REVIEW IS CONDUCTED AFTER THE ANNUAL BOARD MEETING IN APRIL. CONFLICT OF INTEREST REVIEWS OCCUR AT THE BEGINNING OF EACH BOARD AND COMMITTEE MEETING. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE DIRECTORS AND MEMBERS OF THE COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. THOSE FOUND TO BE IN A CONFLICT OF INTEREST MUST ABSTAIN FROM VOTING AND MAY BE ASKED TO LEAVE THE MEETING DEPENDING ON THE TOPIC AND THEIR DEGREE OF CONFLICT.
FORM 990, PART VI, SECTION B, LINE 15
AUGUSTA HEALTH UTILIZES THE SERVICES OF INTEGRATED HEALTHCARE STRATEGIES, 901 MARQUETTE AVENUE SOUTH SUITE 2100 MINNEAPOLIS, MINNESOTA TO DETERMINE COMPETITIVE WAGE RANGES, VARIABLE COMPENSATION AND PREQUISITES FOR EXECUTIVE POSITIONS. IT IS THE GOAL OF THE AUGUSTA HEALTH BOARD TO SATISFY THE FOLLOWING OBJECTIVES: 1.) COMPETITIVENESS: THE PROCESS MUST PRODUCE COMPENSATION AND BENEFIT LEVELS THAT ENABLE THE BOARD TO ATTRACT AND RETAIN THE MANAGEMENT LEADERSHIP ESSENTIAL TO CARRYING OUT ITS MISSION. 2.) STRATEGIC ALIGNMENT: THE PROCESS MUST ALIGN EXECUTIVE COMPENSATION WITH THE INSTITUTION'S STRATEGIC GOALS. IT MUST REWARD MANAGEMENT FOR ACCOMPLISHING THESE GOALS. 3.) REGULATORY COMPLIANCE: THE PROCESS MUST ASSURE THAT THE INSTITUTION MEETS ITS CHARITABLE PURPOSE OBLIGATIONS TO REMAIN TAX-EXEMPT AND THEREFORE WILL REVIEW AND APPROVE ALL FORMS OF EXECUTIVE COMPENSATION AND BENEFITS IN A MANNER NECESSARY TO QUALIFY FOR THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" UNDER THE INTERMEDIATE SANCTIONS RULES OF SECTION 4958 OF THE IRC SO AS TO AVOID THE IMPOSITION OF INTERMEDIATE SANCTIONS IN THE FORM OF EXCISE TAXES PENALTIES ON ITS TRUSTEES AND EXECUTIVES. 4.) PUBLIC TRUST: BOARD MEMBERS ARE INVESTED WITH A PUBLIC TRUST TO SHEPHERD INSTITUTIONAL ASSETS AS RESPONSIBLE FIDUCIARIES AND REPRESENTATIVES. THEREFORE, THE PROCESS MUST ASSURE THAT COMPENSATION AND BENEFIT LEVELS ARE REASONABLE, NOT EXCESSIVE, AND DEFENSIBLE IF AND WHEN SUBJECTED TO PUBLIC SCRUTINY. THE BASE SALARY BENCHMARKS USED ARE 50TH OR 60TH PERCENTILE OF SIMILAR POSITIONS IN PEER INSTITUTIONS FOR EXPERIENCED PROFESSIONALS. SENIOR EXECUTIVES ARE ELIGIBLE FOR VARIABLE COMPENSATION. THE TOTAL OF SALARY AND VARIABLE COMPENSATION WILL NOT BE MORE THAN THE 75TH PERCENTILE. COMPENSATION, INDIVIDUAL PERFORMANCE AND COMPETITIVE DATA ARE REVIEWED ANNUALLY FOR ALL EXECUTIVE POSITIONS AS FOLLOWS: CEO CNO VP OF SUPPORT SERVICES SR. VP MEDICAL AFFAIRS VP MEDICAL ADMINISTRATION CFO VP HUMAN RESOURCES VP PLANNING AVP FACILITIES VP PROFESSIONAL SERVICES THE BOARD OF DIRECTORS RECEIVED A FULL REPORT FROM THE EXECUTIVE COMMITTEE ON THE FULL COMPENSATION PROGRAM AT AUGUSTA HEALTH IN AN EXECUTIVE SESSION OF THE BOARD. CONFLICTED MEMBERS WERE EXCUSED FROM THE MEETING. MATERIAL COVERED INCLUDED THE DESIGN OF THE COMPENSATION PROGRAM, AS WELL AS ACTUAL BASE SALARIES, MARKET BENCHMARK DATA, AND INCENTIVE COMPENSATION EARNED BY EACH EXECUTIVE. ADDITIONALLY, PREREQUISITES SUCH AS THE SERP PROGRAM AND OTHER RELATED BENEFITS WERE REVIEWED WITH THE BOARD. FOR THOSE MEMBERS WHO WERE NOT PRESENT FOR THIS MEETING AND REMAINED FREE OF CONFLICT OF INTEREST, THE CHAIRMAN OF THE BOARD PRESENTED THE SAME MATERIAL IN A SEPARATE SESSION.
FORM 990, PART VI, SECTION C, LINE 18
PHOTOCOPIES OF THE FORM 990 ARE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S ACCOUNTING OFFICE. IN ADDITION, RECENT FILINGS OF THE FORM 990 ARE AVAILABLE ONLINE AT WWW.GUIDESTAR.ORG.
FORM 990, PART VI, SECTION C, LINE 19
COPIES OF THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST AT THE ORGANIZATION'S ACCOUNTING OFFICE. PLEASE DIRECT ALL REQUESTS TO: AUGUSTA HEALTH CARE, INC. ATTN: DIRECTOR OF ACCOUNTING P.O. BOX 1000 FISHERSVILLE, VA 22939-1000
FORM 990, PART VI, LINE 16B, JOINT VENTURES POLICY:
WHILE THERE IS NOT A WRITTEN POLICY IN PLACE REFERENCING JOINT VENTURES SPECIFICALLY, THE BOARD PRIORITIZES COMPLIANCE ISSUES AND HAS TWO BOARD STANDING COMMITTEES THAT CONTINUOUSLY SURVEY THE HEALTH SYSTEM'S ACTIVITIES AS IT RELATES TO SAFE GUARDING THE ORGANIZATIONS TAX EXEMPT STATUS. THE TWO COMMITTEES ARE THE COMPLIANCE COMMITTEE AND THE GOVERNANCE COMMITTEE. ADDITIONALLY, CORPORATE COUNSEL FREQUENTLY ATTENDS BOARD MEETINGS AND EXECUTIVE COMMITTEE MEETINGS TO ASSURE ALL BUSINESS OF THE HEALTH SYSTEM IS CONDUCTED TO SAFE GUARD TAX EXEMPT STATUS. EVIDENCE OF SUCH CAN BE FOUND IN MINUTES OF THE BOARD AND COMMITTEE MEETINGS.
FORM 990, PART IX, LINE 11G
PHYSICIAN FEES : PROGRAM SERVICE EXPENSES 6,409,594. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 6,409,594. PURCHASED SERVICES : PROGRAM SERVICE EXPENSES 6,900,803. MANAGEMENT AND GENERAL EXPENSES 3,378,336. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 10,279,139. MAINTENANCE CONTRACTS : PROGRAM SERVICE EXPENSES 3,529,499. MANAGEMENT AND GENERAL EXPENSES 1,283,635. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,813,134. CONSULTANTS : PROGRAM SERVICE EXPENSES 1,679,182. MANAGEMENT AND GENERAL EXPENSES 1,428,786. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,107,968. OTHER FEES : PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 1,458,022. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,458,022.
FORM 990, PART XI, LINE 9:
SHENANDOAH HOUSE ACTIVITY -228,469. CHANGE IN FUNDED STATUS OF PENSION PLAN 11,883,792. TEMPORARILY RESTRICTED CONTRIBUTIONS -352,723. ADMINISTRATIVE FEES 13,657. SHENANDOAH HOUSE SUBSIDY 217,947.
FORM 990, PART XII, LINE 2C:
THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.
STATEMENT PURSUANT TO SECTION 1.351-3(A)
AUGUSTA HEALTH CARE, INC. TRANSFERRED CASH WITH AN AGGREGATE FAIR MARKET VALUE AND A BASIS OF $896,225 TO VIRGINIA SOLUTION SPC, LTD. (FEIN 98-0507760) ON VARIOUS DATES THROUGHOUT THE YEAR. DETAILS ARE AVAILABLE UPON REQUEST. NO PRIVATE LETTER RULINGS WERE ISSUED BY THE INTERNAL REVENUE SERVICE IN CONNECTION WITH THE SECTION 351 EXCHANGE.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.