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.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
MARTHA JEFFERSON HOSPITAL
Employer identification number
54-0261840
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2012.
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—2011.
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—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(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 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
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—2011.
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) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to 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) 2012
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.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
MARTHA JEFFERSON HOSPITAL
Employer identification number
54-0261840
Identifier
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVE TOGETHER ON THE BOARDS OF OTHER TAXABLE ORGANIZATIONS WITHIN THE SENTARA HEALTHCARE SYSTEM ("THE SYSTEM"), AS WELL AS JOINT VENTURES IN WHICH THE SYSTEM HAS AN OWNERSHIP INTEREST. SEE SCHEDULE R FOR A LISTING OF SUCH ENTITIES. DAVID BERND AND HOWARD KERN HAVE A BUSINESS RELATIONSHIP THROUGH COMMON OWNERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION.
FORM 990, PART VI, SECTION A, LINE 6
SENTARA HEALTHCARE, A 501(C)(3) TAX EXEMPT ORGANIZATION, IS THE SOLE MEMBER OF MARTHA JEFFERSON HOSPITAL.
FORM 990, PART VI, SECTION A, LINE 7A
BOARD CANDIDATES IDENTIFIED BY THE ORGANIZATION'S NOMINATION COMMITTEE MUST BE RATIFIED BY THE BOARD OF DIRECTORS OF THE ORGANIZATION'S SOLE MEMBER, SENTARA HEALTHCARE, PRIOR TO ELECTION.
FORM 990, PART VI, SECTION A, LINE 7B
THE ORGANIZATION MAY NOT TAKE OR ALLOW ANY OF THE FOLLOWING GOVERNANCE ACTIONS WITHOUT THE CONSENT OF ITS 501(C)(3) SOLE MEMBER, SENTARA HEALTHCARE: APPROVAL OR ADOPTION OF ANY PLAN OR MERGER OR CONSOLIDATION, ANY SALE, LEASE, EXCHANGE, MORTGAGE, PLEDGE OR OTHER DISPOSITION OF ALL, OR SUBSTANTIALLY ALL, THE PROPERTY AND ASSETS OF THE ORGANIZATION, THE VOLUNTARY DISSOLUTION OR LIQUIDATION OF THE ORGANIZATION, REVOCATION OF ANY SUCH VOLUNTARY DISSOLUTION PROCEEDINGS, OR ANY DECISION TO FILE A PETITION REQUESTING OR CONSENTING TO AN ORDER FOR RELIEF UNDER THE FEDERAL BANKRUPTCY LAWS OR SIMILAR STATE LAWS FOR THE ORGANIZATION; ELECTION OF NEW BOARD MEMBERS; OR ALTERATION, AMENDMENT, RESTATEMENT OR REPEAL OF ANY ORGANIZING OR ENABLING DOCUMENTS OR BYLAWS. THE APPROVAL OF THE SOLE MEMBER IS ALSO REQUIRED FOR CERTAIN OPERATIONAL ACTIONS, AS OUTLINED IN THE ORGANIZATION'S BYLAWS. SUCH ACTIONS INCLUDE, BUT ARE NOT LIMITED TO, APPROVAL OF LONG-RANGE AND STRATEGIC PLANS AND ANNUAL OPERATING AND CAPITAL BUDGETS; TRANSACTIONS WITH INTERESTED PERSONS; CREATION OR ACQUISITION OF SUBSIDIARIES OR INTERESTS IN WHICH THE ORGANIZATION WILL BE A MEMBER; ENTRANCE INTO JOINT VENTURE OR OTHER SIMILAR ARRANGEMENTS; EMPLOYMENT MATTERS CONCERNING THE ORGANIZATION'S CHIEF EXECUTIVE OFFICER; AND THE COMMENCEMENT OR SETTLEMENT OF LITIGATION. SENTARA HEALTHCARE HAS EXCLUSIVE AUTHORITY TO DIRECT AND MANAGE THE OPERATIONS AND AFFAIRS OF THE HOSPITAL AND TO MAKE ALL DECISIONS REGARDING THE BUSINESS OF THE ORGANIZATION, SUBJECT TO BOARD OVERSIGHT TO THE EXTENT AND IN THE MANNER SET FORTH IN THE ORGANIZATION'S BYLAWS.
FORM 990, PART VI, SECTION B, LINE 11
THE ANNUAL AUDITED FINANCIALS OF MARTHA JEFFERSON HOSPITAL ARE REVIEWED BY SENTARA HEALTHCARE IN ADDITION TO THE MARTHA JEFFERSON HOSPITAL BOARD'S REVIEW. PRIOR TO FILING THE FORM 990 WITH THE IRS, IT IS REVIEWED BY THE FINANCE TEAM, INCLUDING THE CHIEF FINANCIAL OFFICER. IT IS ALSO REVIEWED BY SENTARA HEALTHCARE'S TAX DIRECTOR. MARTHA JEFFERSON HOSPITAL WILL SUBMIT THE INTERNAL REVENUE SERVICE FORM 990 FOR THE PRECEDING FISCAL YEAR TO THE CEO EVALUATION COMMITTEE OF THE MARTHA JEFFERSON HOSPITAL BOARD OF DIRECTORS IN THE RESPECTIVE MEETING FOLLOWING THE FILING OF THE FORM 990. IN ADDITION, THE FORM 990 WILL BE PROVIDED TO THE MARTHA JEFFERSON HOSPITAL BOARD OF DIRECTORS AT THE MEETING FOLLOWING THE FILING OF THE FORM 990. MARTHA JEFFERSON HOSPITAL WILL ALSO ADVISE BOARD MEMBERS OF THE WEBSITE ADDRESS AT WHICH THE FILED FORM 990 WILL BE POSTED (WWW.GUIDESTAR.ORG/990).
FORM 990, PART VI, SECTION B, LINE 12C
MARTHA JEFFERSON HOSPITAL'S CONFLICT OF INTEREST POLICY IS ADMINISTERED BY THE CORPORATE COMPLIANCE OFFICER. ON AN ANNUAL BASIS ALL DIRECTORS, TRUSTEES, OFFICERS, KEY EMPLOYEES, MEDICAL STAFF MEMBERS WITH ADMINISTRATIVE RESPONSIBILITIES AND OTHER EMPLOYEES COMPLETE A DETAILED CONFLICT OF INTEREST QUESTIONNAIRE DISCLOSING ANY REPORTABLE ACTIVITIES AND INVESTMENTS. THESE QUESTIONNAIRES ARE REVIEWED BY THE CORPORATE COMPLIANCE OFFICER. IN ADDITION, ALL PERSONS LISTED ABOVE ARE ANNUALLY PROVIDED A COPY OF THE CONFLICT OF INTEREST POLICY. IF CHANGES TO PERSONNEL OCCUR BETWEEN ANNUAL COMPLETION OF THE CONFLICT OF INTEREST QUESTIONNAIRE, NEW PERSONNEL ARE ALSO REQUIRED TO COMPLETE THE QUESTIONNAIRE. ALL DISCLOSURE STATEMENTS ARE REVIEWED FOR REPORTABLE TRANSACTIONS.
FORM 990, PART VI, SECTION B, LINE 15
THE ORGANIZATION HAS AN ESTABLISHED CEO EVALUATION COMMITTEE MADE UP OF HOSPITAL BOARD MEMBERS AND COMMITTEE MEMBERS. ON AN ANNUAL BASIS, A THIRD PARTY COMPENSATION CONSULTING FIRM PROVIDES AN INDEPENDENT REVIEW AND ANALYSIS OF BASE AND TOTAL COMPENSATION AND EXECUTIVE PERQUISITES USING MARKET COMPARABILITY DATA. THE CONSULTING FIRM RENDERS AN OPINION ON THE FAIR MARKET VALUE OF COMPENSATION PAID AND BENEFITS PROVIDED WITH RESPECT TO THE IRS INTERMEDIATE SANCTIONS REGULATIONS. THE PROCESS IS FOLLOWED FOR THE FOLLOWING POSITIONS: CEO, VICE PRESIDENTS, EMPLOYED PHYSICIANS. VICE CHAIRMAN: THE VICE CHAIRMAN ALSO SERVES AS THE COO/PRESIDENT OF THE SENTARA HEALTHCARE SYSTEM ("SENTARA"). SENTARA FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. FORM 990, PART VI, SECTION B, LINE 16B AT DECEMBER 31, 2012 MARTHA JEFFERSON HOSPITAL DID NOT HAVE A SPECIFIC JOINT VENTURE POLICY. ANY PROPOSED JOINT VENTURE PARTICIPATION IS EVALUATED WITHIN THE CONTEXT OF THE ADMINISTRATIVE POLICY ENTITLED "AUTHORITY TO COMMIT AND EXPEND FUNDS". THIS POLICY DEPICTS THE TYPES AND LEVELS OF EXPENDITURES AND COMMITMENTS THAT MANAGEMENT CAN UNDERTAKE. ALL PROPOSED JOINT VENTURES ARE REVIEWED BY EXTERNAL LEGAL COUNSEL TO ENSURE COMPLIANCE WITH THE APPROPRIATE FEDERAL, STATE AND REGULATORY LAW. ANY JOINT VENTURE PARTICIPATION MUST BE EVALUATED AND APPROVED BY THE MARTHA JEFFERSON HOSPITAL BOARD OF DIRECTORS. A SPECIFIC JOINT VENTURE PARTICIPATION POLICY IS CURRENTLY IN PROCESS OF DEVELOPMENT.
FORM 990, PART VI, SECTION C, LINE 19
THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.
CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 9:
TRANSFER FROM MJH FOUNDATION 2,088,915. INCREASE IN ADDITIONAL MINIMUM PENSION LIABILITY -8,791,389. NET UNREALIZED GAINS ON CHARITABLE TRUSTS 116,852. FAIR MARKET VALUE ADJ -35,402. NET PLEDGE ACTIVITY 17,828. DEEMED DISTRIBUTION FROM CFC NOT ON BOOKS -1,314,416. INTEREST RATE SWAP -429,830.
MARTHA JEFFERSON HOSPITAL, 54-0261840, A SIGNIFICANT TRANSFEROR:
STATEMENT PURSUANT TO SECTION 1.351-3(A)
MARTHA JEFFERSON HOSPITAL, TRANSFERRED CASH WITH AN AGGREGATE FAIR MARKET VALUE AND A BASIS OF $602,135 TO VIRGINIA SOLUTION SPC, LTD (FEIN: 98-0507760) ON VARIOUS DATES. DETAILS AVAILABLE UPON REQUEST. NO PRIVATE LETTER RULINGS WERE ISSUED BY THE INTERNAL REVENUE SERVICE IN CONNECTION WITH THE SECTION 351 EXCHANGE.
FORM 5471:
VIRGINIA SOLUTIONS SPC, LTD. DECEMBER 31, 2012 EIN #98-0507760 ADDITIONAL FILING REQUIREMENTS FOR CATEGORY 3 FILERS: 1. THE AMOUNT AND TYPE OF ANY INDEBTEDNESS THE FOREIGN CORPORATION HAS WITH THE RELATED PERSONS DESCRIBED IN REGULATIONS SECTION 1.6046-1(B)(II). N/A-THERE IS NO INDEBTEDNESS BETWEEN VIRGINIA SOLUTION SPC, LTD. AND RELATED PARTIES. 2. THE NAME, ADDRESS, IDENTIFYING NUMBER AND NUMBER OF SHARES SUBSCRIBED TO BY EACH SUBSCRIBER TO THE FOREIGN CORPORATION'S STOCK. N/A-THERE ARE CURRENTLY NO SUBSCRIPTIONS FOR ANY OF VIRGINIA SOLUTION SPC, LTD. STOCK.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.