TY 2014 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) FRED M RANKIN III........................................................................ PRESIDENT	40.00 .......................4.00	X	X	755,203	0	30,808
(2) KENNETH N JOSOVITZ MD........................................................................ TRUSTEE	2.00 .......................3.00	X		0	23,917	0
(3) DAVID M GARTH MD........................................................................ TRUSTEE	2.00 .......................4.00	X		0	0	0
(4) JOHN F FICK III........................................................................ CHAIRMAN	8.00 .......................2.00	X	X	0	0	0
(5) ALDA L WHITE........................................................................ VICE CHAIR	2.00 .......................2.00	X	X	0	0	0
(6) DONALD H NEWLIN........................................................................ SECRETARY/TREAS	5.00 .......................2.00	X	X	0	0	0
(7) WILLIAM BOLDON........................................................................ TRUSTEE	3.00 .......................2.00	X		0	0	0
(8) JAN C ERKERT........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(9) KURT R LARSON MD........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(10) MICHAEL P MCDERMOTT MD........................................................................ CEO-ELECT (OCT 2014)	40.00 .......................4.00	X	X	125,193	0	320
(11) JOHN C MCKEOWN........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(12) FRED M MESSING........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(13) CLARENCE A ROBINSON........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(14) RAYMOND L SLAUGHTER........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(15) JONATHAN D WALLACE........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0
(16) JEFFREY A FRAZIER MD........................................................................ TRUSTEE	2.00 .......................40.00	X		0	0	0
(17) JACK F ROWLEY........................................................................ TRUSTEE	2.00 .......................2.00	X		0	0	0

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(18) SEAN T BARDEN........................................................................ EXECUTIVE VP	40.00 .......................4.00	X			393,659	0	37,188
(19) XAVIER R RICHARDSON........................................................................ EXECUTIVE VP	40.00 .......................2.00	X			253,076	0	25,625
(20) KATHRYN S WALL........................................................................ EXECUTIVE VP	40.00 .......................2.00	X			259,884	0	19,461
(21) MARIANNA BEDWAY........................................................................ SENIOR VP	2.00 .......................40.00	X			254,407	0	25,090
(22) ERIC FLETCHER........................................................................ SENIOR VP	40.00 .......................2.00	X			229,636	0	26,304
(23) WINIFRED J HAIKEY........................................................................ SENIOR VP (THRU 10/14)	40.00 .......................2.00	X			237,603	0	23,083
(24) JOYCE HANSCOME........................................................................ SENIOR VP	40.00 .......................2.00	X			243,567	0	25,927
(25) JAMES K VAN RENAN........................................................................ SENIOR VP (THRU 10/14)	2.00 .......................40.00	X			0	309,275	32,331
(26) CATHLEEN A YABLONSKI........................................................................ SENIOR VP	2.00 .......................40.00	X			0	228,348	23,674
(27) REBECCA BIGONEY MD........................................................................ EXECUTIVE VP	2.00 .......................40.00	X			365,663	0	26,813
(28) KATHLEEN BOURGAULT........................................................................ VICE PRESIDENT	40.00 .......................2.00	X			196,370	0	24,405
(29) EILEEN L DOHMANN RN........................................................................ VICE PRESIDENT	2.00 .......................40.00	X			214,292	0	9,849
(30) ALAN EDWARDS........................................................................ VICE PRESIDENT	40.00 .......................0.00	X			195,852	0	24,088
(31) MARIE FREDRICK........................................................................ VICE PRESIDENT	40.00 .......................2.00	X			220,985	0	25,277
(32) RAVI MATHUR........................................................................ VICE PRESIDENT (THRU 10/14)	40.00 .......................2.00	X			215,883	0	18,580
(33) JAMES SWISHER........................................................................ VICE PRESIDENT (THRU 10/14)	40.00 .......................2.00	X			194,563	0	12,176
(34) TINA M ERVIN........................................................................ VICE PRESIDENT	40.00 .......................0.00	X			186,112	0	23,296
(35) SANDRA W BROWN........................................................................ VP FINANCE, CONTROLLER	40.00 .......................0.00	X			148,905	0	30,403
(36) TRAVIS TURNER........................................................................ VP CLINICAL INTEGRATION	40.00 .......................0.00	X			0	200,816	29,530
(37) STEPHEN MANDELL........................................................................ VICE PRESIDENT	0.00 .......................40.00	X			0	262,114	28,254
(38) DAVID LING MD........................................................................ EXECUTIVE DIRECTOR (THRU 10/14)	40.00 .......................2.00		X		204,613	0	33,995
(39) PHILLIP BORDERS........................................................................ CHIEF AUDIT EXECUTIVE	40.00 .......................0.00		X		176,997	0	24,503
(40) PHILIP A BROWN........................................................................ DIRECTOR OF PLANNING	40.00 .......................0.00		X		150,898	0	17,795
(41) ROBERT K LIVELY........................................................................ DIR CLERICAL OFFICE (THRU 10/14)	40.00 .......................0.00		X		121,428	0	16,731
(42) MADHULIKA LALL........................................................................ MED DIR RESOURCE UTILIZATION	40.00 .......................0.00		X		201,642	0	19,323
(43) WALTER J KIWALL........................................................................ EXECUTIVE VP	40.00 .......................4.00			X	863,245	0	2,015
(44) MARK SCHWARTZ........................................................................ MGR PHYSICIAN RELATIONS (FORMER)	40.00 .......................0.00			X	302,751	0	117

(A) Name and business address	(B) Description of services	(C) Compensation
CROSS COUNTRY STAFFING PO BOX 404674 ATLANTA,GA303844674	STAFFING	3,075,850
HURON HEALTHCARE 3005 MOMENTUM PL CHICAGO,IL606895330	CONSULTING	2,117,171
KAUFMAN HALL & ASSOCIATES 5202 OLD ORCHARD RD SUITE N700 SKOKIE,IL60077	CONSULTING	1,582,177
PROFESSIONAL BUILDING MANAGEMENT 56 WELLS LANE FREDERICKSBURG,VA22405	BUILDING MAINTENANCE	1,193,439
HANCOCK DANIEL JOHNSON & NAGEL PC PO BOX 72050 RICHMOND,VA232552050	LEGAL SERVICES	1,069,241
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 51

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....	269,993	269,993
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	6,121,270	6,001,005	74,649	45,616
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	31,288,573	30,673,847	381,564	233,162
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	579,111	567,733	7,062	4,316
9	Other employee benefits .......	4,361,625	4,275,932	53,190	32,503
10	Payroll taxes ...........	2,628,868	2,577,219	32,059	19,590
11	Fees for services (non-employees):
a	Management ......	860,294	843,392	10,491	6,411
b	Legal .........	865,437	848,434	10,554	6,449
c	Accounting ...........	326,109	319,702	3,977	2,430
d	Lobbying ...........	15,734	15,425	192	117
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	488,129	478,538	5,953	3,638
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	5,710,329	5,598,139	69,637	42,553
12	Advertising and promotion ....	2,213,093	2,169,612	26,989	16,492
13	Office expenses .......	3,277,486	3,213,093	39,969	24,424
14	Information technology ......	7,681,801	7,530,876	93,680	57,245
15	Royalties ..
16	Occupancy ...........	4,281,014	4,196,905	52,207	31,902
17	Travel ............	385,758	378,179	4,704	2,875
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........	34,481	33,804	420	257
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	6,742,197	6,609,733	82,221	50,243
23	Insurance ..............	2,385,836	2,338,962	29,095	17,779
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	MEDICAL EXPENSES	822,820	806,654	10,034	6,132
b	REPAIRS & MAINTENANCE	215,252	211,023	2,625	1,604
c	LICENSE & PERMITS	2,652	2,600	32	20
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	81,557,862	79,960,800	991,304	605,758
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	27,604,055	1	35,939,818
2	Savings and temporary cash investments .........	5,445,439	2	480,527
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	10,101,972	4	10,673,682
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............	52,586	7	56,556
8	Inventories for sale or use ..............		8
9	Prepaid expenses and deferred charges ..........	3,633,585	9	4,196,385
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	53,066,041
b	Less: accumulated depreciation .....	10b	30,529,375	21,104,108	10c	22,536,666
11	Investments—publicly traded securities ..........	103,088,409	11	122,765,265
12	Investments—other securities. See Part IV, line 11 .....	171,368,971	12	162,705,753
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............	945,724	14	742,192
15	Other assets. See Part IV, line 11 ...........		15
16	Total assets. Add lines 1 through 15 (must equal line 34)......	343,344,849	16	360,096,844
	17	Accounts payable and accrued expenses .........	35,672,282	17	39,552,289
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	30,405,000	23	30,405,000
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	36,078,275	25	69,865,298
26	Total liabilities. Add lines 17 through 25.........	102,155,557	26	139,822,587
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	223,643,386	27	204,003,352
28	Temporarily restricted net assets ...........	16,287,696	28	15,012,695
29	Permanently restricted net assets ...........	1,258,210	29	1,258,210
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	241,189,292	33	220,274,257
34	Total liabilities and net assets/fund balances ........	343,344,849	34	360,096,844

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

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.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

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.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

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.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ............................. 2

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 listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN		Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(A) MARY WASHINGTON HOSPITAL INC	540519577	501(C)(3)	Yes		0	0
(B) STAFFORD HOSPITAL LLC	134316364	501(C)(3)		No	0	0
Total 2					0

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
11	Total support Add lines 7 through 10.

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. 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 ....................... right arrow

33 1/3% support test—2013. 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 ..................... right arrow

17a

10%-facts-and-circumstances test—2014. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2014

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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. 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 ....... right arrow

33 1/3% support tests—2013. 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 .... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions .... right arrow

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

A family member of a person described in (a) above?

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Yes

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation
PART IV, LINE 1	SUPPORTED ORGANIZATION, MARY WASHINGTON HOSPITAL, INC. IS LISTED BY NAME IN THE ORGANIZATION'S GOVERNING DOCUMENTS. SUPPORTED ORGANIZATION, STAFFORD HOSPITAL, LLC, IS CLASSIFIED AS 501(C)(3) AND IS DESIGNATED BY ITS PURPOSE ALIGNED WITH THAT OF MARY WASHINGTON HEALTHCARE TO ESTABLISH, MAINTAIN AND OPERATE, DIRECTLY OR INDIRECTLY, FACILITIES AND SERVICES PROVIDING HEALTH CARE FOR SICK, INJURED, DISABLED OR AGED PERSONS AND PROVIDING FOR THE PRESERVATION OF HEALTH AS THE BOARD OF TRUSTEES MAY DETERMINE FROM TIME TO TIME TO BE APPROPRIATE, INCLUDING, WITHOUT LIMITATION, HOSPITALS, AMBULATORY CARE SERVICES, NURSING CARE FACILITIES AND AGENCIES OR FACILITIES PROVIDING CARE FOR THE PERSONS IN THEIR HOMES . STAFFORD HOSPITAL, LLC IS ORGANIZED EXCLUSIVELY FOR OTHER CHARITABLE, SCIENTIFIC, EDUCATIONAL AND SCIENTIFIC PURPOSES. MORE SPECIFICALLY DEFINED AS FOLLOWS: TO ESTABLISH, OWN, MANAGE, MAINTAIN AND OPERATE ACUTE CARE HOSPITALS AND OTHER HEALTHCARE INSTITUTIONS AND SERVICES; TO PROMOTE HEALTH THROUGH PARTICIPATION IN INTEGRATED PATIENT CARE MANAGEMENT SYSTEMS THAT OFFER ACCESS TO A COMPLETE SPECTRUM OF HEALTH SERVICES, FROM PREVENTION AND TREATMENT TO EMERGENT, ACUTE, CHRONIC AND LONG-TERM CARE; TO CARRY ON MEDICAL AND SCIENTIFIC RESEARCH RELATED TO THE CARE OF THE SICK AND INJURED; TO CARRY ON EDUCATIONAL OR TRAINING ACTIVITIES RELATED TO THE CARE AND PREVENTION OF SICKNESS, INJURY AND DISEASE OR THE PROMOTION OF HEALTH; TO PARTICIPATE, AS CIRCUMSTANCES MAY WARRANT, IN ANY ACTIVITY DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH OF THE COMMUNITY; TO ENGAGE IN ANY OTHER LAWFUL ACTIVITY CONSISTENT WITH AND AS LIMITED BY SECTION 501(C)(3) OF THE CODE; AND TO CONDUCT ANY OR ALL LAWFUL AFFAIRS THAT DO NOT CONFLICT WITH THE ABOVE PURPOSES BUT ARE OTHERWISE CONFERRED UPON LIMITED LIABILITY COMPANIES BY THE VIRGINIA LIMITED LIABILITY COMPANY ACT OR ITS SUCCESSOR.

Return Reference

Explanation

PART IV, LINE 1

SUPPORTED ORGANIZATION, MARY WASHINGTON HOSPITAL, INC. IS LISTED BY NAME IN THE ORGANIZATION'S GOVERNING DOCUMENTS. SUPPORTED ORGANIZATION, STAFFORD HOSPITAL, LLC, IS CLASSIFIED AS 501(C)(3) AND IS DESIGNATED BY ITS PURPOSE ALIGNED WITH THAT OF MARY WASHINGTON HEALTHCARE TO ESTABLISH, MAINTAIN AND OPERATE, DIRECTLY OR INDIRECTLY, FACILITIES AND SERVICES PROVIDING HEALTH CARE FOR SICK, INJURED, DISABLED OR AGED PERSONS AND PROVIDING FOR THE PRESERVATION OF HEALTH AS THE BOARD OF TRUSTEES MAY DETERMINE FROM TIME TO TIME TO BE APPROPRIATE, INCLUDING, WITHOUT LIMITATION, HOSPITALS, AMBULATORY CARE SERVICES, NURSING CARE FACILITIES AND AGENCIES OR FACILITIES PROVIDING CARE FOR THE PERSONS IN THEIR HOMES . STAFFORD HOSPITAL, LLC IS ORGANIZED EXCLUSIVELY FOR OTHER CHARITABLE, SCIENTIFIC, EDUCATIONAL AND SCIENTIFIC PURPOSES. MORE SPECIFICALLY DEFINED AS FOLLOWS: TO ESTABLISH, OWN, MANAGE, MAINTAIN AND OPERATE ACUTE CARE HOSPITALS AND OTHER HEALTHCARE INSTITUTIONS AND SERVICES; TO PROMOTE HEALTH THROUGH PARTICIPATION IN INTEGRATED PATIENT CARE MANAGEMENT SYSTEMS THAT OFFER ACCESS TO A COMPLETE SPECTRUM OF HEALTH SERVICES, FROM PREVENTION AND TREATMENT TO EMERGENT, ACUTE, CHRONIC AND LONG-TERM CARE; TO CARRY ON MEDICAL AND SCIENTIFIC RESEARCH RELATED TO THE CARE OF THE SICK AND INJURED; TO CARRY ON EDUCATIONAL OR TRAINING ACTIVITIES RELATED TO THE CARE AND PREVENTION OF SICKNESS, INJURY AND DISEASE OR THE PROMOTION OF HEALTH; TO PARTICIPATE, AS CIRCUMSTANCES MAY WARRANT, IN ANY ACTIVITY DESIGNED AND CARRIED ON TO PROMOTE THE GENERAL HEALTH OF THE COMMUNITY; TO ENGAGE IN ANY OTHER LAWFUL ACTIVITY CONSISTENT WITH AND AS LIMITED BY SECTION 501(C)(3) OF THE CODE; AND TO CONDUCT ANY OR ALL LAWFUL AFFAIRS THAT DO NOT CONFLICT WITH THE ABOVE PURPOSES BUT ARE OTHERWISE CONFERRED UPON LIMITED LIABILITY COMPANIES BY THE VIRGINIA LIMITED LIABILITY COMPANY ACT OR ITS SUCCESSOR.

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
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Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2014

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2014

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Yes

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Yes

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

15,734

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Yes

Other activities? ..........................

Yes

Total. Add lines 1c through 1i ...............................

15,734

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.

Return Reference	Explanation
PART II-B, LINE 1:	PART II-B LOBBYING EXPENDITURES INCLUDE BOTH DIRECT AND INDIRECT EXPENDITURES. MWHC HAS A COST CODE SPECIFICALLY FOR LOBBYING EXPENDITURES. ALL AMOUNTS FROM THAT COST CODE ARE INCLUDED IN THIS SECTION. IN ADDITION, AN ALLOCABLE SHARE OF SALARIES OF THE ORGANIZATION'S ASSOCIATES ENGAGED IN THE ACTIVITY ARE ALSO INCLUDED.

Schedule C (Form 990 or 990EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
SchDMd Bullet

Attach to Form 990.
Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII .......

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................	49,769	27,337	22,432
c	Leasehold improvements ............	760,433	494,845	265,588
d	Equipment ................	52,233,491	29,996,925	22,236,566
e	Other .................	22,348	10,268	12,080
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				22,536,666

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) INVEST-VHA, INC.	200,000	C
(B) INVEST IN SUB-MWH	19,591,092	C
(C) INVEST IN SUB-SRS	370,854	C
(D) INVEST IN SUB-SHC	-10,722,534	C
(E) INVEST IN SUB-MPI	73,971,650	C
(F) INVEST IN SUB-TMMP	5,243,604	C
(G) INVEST IN SUB-HSP	150,734	C
(H) INVEST IN SUB-SSI	2,513	C
(I) INVEST IN SUB-FASC	1,404,830	C
(J) INVEST IN SUB-MWEC	-1,340,593	C
(K) INVEST IN SUB-QTM	2,557,753	C
(L) INVEST IN SUB-FDN	56,102,975	C
(M) INVEST IN SUB-SHCF	5,588,377	C
(N) INVEST IN SUB-MSI	-5,292,977	C
(O) INVEST IN SUB-MIF	1,513,031	C
(P) INVEST IN SUB-MDR LLC	-99,771	C
(Q) INVEST IN SUB-PHYS EDGE	-1,238,097	C
(R) INVEST IN SUB-REX	12,102,997	C
(S) INVEST IN SUB-PIC-MSI	-3,496	C
(T) INVEST IN VA ALLIANCE, LLC	5,000	C
(U) INVEST IN CNTRL ATLANTIC HLTH	25,000	C
(V) INVEST IN SUB - MWHA	2,641,249	C
(W) INVEST IN SUB-HIE	-68,438	C
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	162,705,753

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
IBNR		4,688,365
LOSS RESERVE ON EXCESS PROGRAM		774,942
PENSION LIABILITY		64,401,991






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		69,865,298
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Return Reference	Explanation
PART X, LINE 2:	MWHC WAS RECOGNIZED AS A PUBLIC CHARITY GENERALLY EXEMPT FROM FEDERAL INCOME TAXATION UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE PURSUANT TO A DETERMINATION LETTER ISSUED BY THE IRS IN MARCH 1992. MWHC IS ENTITLED TO RELY ON THIS DETERMINATION AS LONG AS THERE ARE NO SUBSTANTIAL CHANGES IN ITS CHARACTER, PURPOSES, OR METHODS OF OPERATION. MANAGEMENT HAS CONCLUDED THAT THERE HAVE BEEN NO SUCH CHANGES, AND THEREFORE MWHC'S STATUS AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAXATION REMAINS IN EFFECT. THE STATE IN WHICH MWHC OPERATES ALSO PROVIDES GENERAL EXEMPTION FROM STATE INCOME TAXATION FOR ORGANIZATIONS THAT ARE EXEMPT FROM FEDERAL INCOME TAXATION. HOWEVER, MWHC IS SUBJECT TO BOTH FEDERAL AND STATE INCOME TAXATION AT CORPORATE TAX RATES ON ITS UNRELATED BUSINESS INCOME. EXEMPTION FROM OTHER STATE TAXES, SUCH AS REAL AND PERSONAL PROPERTY TAXES, IS SEPARATELY DETERMINED. CERTAIN ENTITIES UNDER MWHC ARE TAXABLE ENTITIES. MWHC HAD NO UNRECOGNIZED TAX BENEFIT OR LIABILITIES OR SUCH AMOUNTS WERE IMMATERIAL DURING THE PERIODS PRESENTED. FOR TAX PERIODS WITH RESPECT TO WHICH NO UNRELATED BUSINESS INCOME WAS RECOGNIZED, NO TAX RETURN WAS REQUIRED. TAX PERIODS FOR WHICH NO RETURN IS FILED REMAIN OPEN FOR EXAMINATION INDEFINITELY. ALL REQUIRED TAX FILINGS HAVE BEEN FILED ON A TIMELY BASIS. YEARS ENDING ON OR AFTER DECEMBER 31, 2011 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES.

Return Reference

Explanation

PART X, LINE 2:

MWHC WAS RECOGNIZED AS A PUBLIC CHARITY GENERALLY EXEMPT FROM FEDERAL INCOME TAXATION UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE PURSUANT TO A DETERMINATION LETTER ISSUED BY THE IRS IN MARCH 1992. MWHC IS ENTITLED TO RELY ON THIS DETERMINATION AS LONG AS THERE ARE NO SUBSTANTIAL CHANGES IN ITS CHARACTER, PURPOSES, OR METHODS OF OPERATION. MANAGEMENT HAS CONCLUDED THAT THERE HAVE BEEN NO SUCH CHANGES, AND THEREFORE MWHC'S STATUS AS A PUBLIC CHARITY EXEMPT FROM FEDERAL INCOME TAXATION REMAINS IN EFFECT. THE STATE IN WHICH MWHC OPERATES ALSO PROVIDES GENERAL EXEMPTION FROM STATE INCOME TAXATION FOR ORGANIZATIONS THAT ARE EXEMPT FROM FEDERAL INCOME TAXATION. HOWEVER, MWHC IS SUBJECT TO BOTH FEDERAL AND STATE INCOME TAXATION AT CORPORATE TAX RATES ON ITS UNRELATED BUSINESS INCOME. EXEMPTION FROM OTHER STATE TAXES, SUCH AS REAL AND PERSONAL PROPERTY TAXES, IS SEPARATELY DETERMINED. CERTAIN ENTITIES UNDER MWHC ARE TAXABLE ENTITIES. MWHC HAD NO UNRECOGNIZED TAX BENEFIT OR LIABILITIES OR SUCH AMOUNTS WERE IMMATERIAL DURING THE PERIODS PRESENTED. FOR TAX PERIODS WITH RESPECT TO WHICH NO UNRELATED BUSINESS INCOME WAS RECOGNIZED, NO TAX RETURN WAS REQUIRED. TAX PERIODS FOR WHICH NO RETURN IS FILED REMAIN OPEN FOR EXAMINATION INDEFINITELY. ALL REQUIRED TAX FILINGS HAVE BEEN FILED ON A TIMELY BASIS. YEARS ENDING ON OR AFTER DECEMBER 31, 2011 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990.
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
MARY WASHINGTON HEALTHCARE

Employer identification number
54-1240646

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) AMERICAN CANCER SOCIETY 250 WILLIAMS ST 4TH FLR ATLANTA,GA30303	13-1788491	501(C)(3)	13,500	CANCER RESEARCH
(2) AMERICAN HEART ASSOCIATION 7272 GREENVILLE AVENUE DALLAS,TX75231	13-5613797	501(C)(3)	5,000	GENERAL SUPPORT
(3) CHILDREN'S HOME SOCIETY 4701 MARKET STREET SUITE F FREDERICKSBURG,VA22408	54-0505884	501(C)(3)	10,500	GENERAL SUPPORT
(4) FREDERICKSBURG REGIONAL ALLIANCE INC 1125 JEFFERSON DAVIS HIGHWAY 240 FREDERICKSBURG,VA22401	54-1961653	501(C)(3)	75,000	COMPREHENSIVE HEALTH INVESTMENT PLAN SUPPORT
(5) MARCH OF DIMES PO BOX 932852 ATLANTA,GA31193	13-1846366	501(C)(3)	5,000	GENERAL SUPPORT
(6) MARINE CORPS MARATHON PO BOX 188 3399 RUSSEL RD QUANTICO,VA22134	54-1468675	501(C)(3)	7,500	GENERAL SUPPORT
(7) RAPPAHANNOCK AREA YMCA INC 212 BUTLER ROAD FREDERICKSBURG,VA22405	54-0965826	501(C)(3)	7,500	FITNESS PROGRAMS
(8) RAPPAHANNOCK POPS ORCHESTRA INC PO BOX 1972 SPOTSYLVANIA,VA22553	91-2154808	501(C)(3)	6,000	GENERAL SUPPORT
(9) RAPPAHANNOCK UNITED WAY 3310 SHANNON PARK DRIVE FREDERICKSBURG,VA22408	54-6042936	501(C)(3)	5,160	ENRICHMENT
(10) RX PARTNERSHIP 2924 EMERYWOOD PARKWAY SUITE 300 RICHMOND,VA23294	57-1186937	501(C)(3)	6,000	GENERAL SUPPORT
(11) VIRGINIA HEALTHCARE FOUNDATION 707 EAST MAIN STREET SUITE 13 RICHMOND,VA23219	54-1639924	501(C)(3)	10,000	GENERAL SUPPORT

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1FRED M RANKIN IIIPRESIDENT	(i) (ii)	599,083 ............................... 0	0 ............................... 0	156,120 ............................... 0	7,800 ............................... 0	23,008 ............................... 0	786,011 ............................... 0	0 ............................... 0
2SEAN T BARDENEXECUTIVE VP	(i) (ii)	341,720 ............................... 0	0 ............................... 0	51,939 ............................... 0	7,800 ............................... 0	29,388 ............................... 0	430,847 ............................... 0	0 ............................... 0
3XAVIER R RICHARDSONEXECUTIVE VP	(i) (ii)	215,602 ............................... 0	0 ............................... 0	37,474 ............................... 0	6,943 ............................... 0	18,682 ............................... 0	278,701 ............................... 0	0 ............................... 0
4KATHRYN S WALLEXECUTIVE VP	(i) (ii)	230,734 ............................... 0	0 ............................... 0	29,150 ............................... 0	7,397 ............................... 0	12,064 ............................... 0	279,345 ............................... 0	0 ............................... 0
5MARIANNA BEDWAYSENIOR VP	(i) (ii)	226,824 ............................... 0	0 ............................... 0	27,583 ............................... 0	7,156 ............................... 0	17,934 ............................... 0	279,497 ............................... 0	0 ............................... 0
6ERIC FLETCHERSENIOR VP	(i) (ii)	207,962 ............................... 0	0 ............................... 0	21,674 ............................... 0	2,189 ............................... 0	24,115 ............................... 0	255,940 ............................... 0	0 ............................... 0
7WINIFRED J HAIKEYSENIOR VP (THRU 10/14)	(i) (ii)	181,500 ............................... 0	0 ............................... 0	56,103 ............................... 0	5,814 ............................... 0	17,269 ............................... 0	260,686 ............................... 0	0 ............................... 0
8JOYCE HANSCOMESENIOR VP	(i) (ii)	219,877 ............................... 0	0 ............................... 0	23,690 ............................... 0	6,986 ............................... 0	18,941 ............................... 0	269,494 ............................... 0	0 ............................... 0
9JAMES K VAN RENANSENIOR VP (THRU 10/14)	(i) (ii)	0 ............................... 283,317	0 ............................... 0	0 ............................... 25,958	0 ............................... 7,800	0 ............................... 24,531	0 ............................... 341,606	0 ............................... 0
10CATHLEEN A YABLONSKISENIOR VP	(i) (ii)	0 ............................... 209,731	0 ............................... 0	0 ............................... 18,617	0 ............................... 2,212	0 ............................... 21,462	0 ............................... 252,022	0 ............................... 0
11REBECCA BIGONEY MDEXECUTIVE VP	(i) (ii)	330,000 ............................... 0	0 ............................... 0	35,663 ............................... 0	7,800 ............................... 0	19,013 ............................... 0	392,476 ............................... 0	0 ............................... 0
12KATHLEEN BOURGAULTVICE PRESIDENT	(i) (ii)	179,358 ............................... 0	0 ............................... 0	17,012 ............................... 0	5,645 ............................... 0	18,760 ............................... 0	220,775 ............................... 0	0 ............................... 0
13EILEEN L DOHMANN RNVICE PRESIDENT	(i) (ii)	194,081 ............................... 0	0 ............................... 0	20,211 ............................... 0	6,085 ............................... 0	3,764 ............................... 0	224,141 ............................... 0	0 ............................... 0
14ALAN EDWARDSVICE PRESIDENT	(i) (ii)	159,290 ............................... 0	0 ............................... 0	36,562 ............................... 0	0 ............................... 0	24,088 ............................... 0	219,940 ............................... 0	0 ............................... 0
15MARIE FREDRICKVICE PRESIDENT	(i) (ii)	199,805 ............................... 0	0 ............................... 0	21,180 ............................... 0	6,349 ............................... 0	18,928 ............................... 0	246,262 ............................... 0	0 ............................... 0
16RAVI MATHURVICE PRESIDENT (THRU 10/14)	(i) (ii)	173,030 ............................... 0	25,000 ............................... 0	17,853 ............................... 0	4,345 ............................... 0	14,235 ............................... 0	234,463 ............................... 0	0 ............................... 0
17JAMES SWISHERVICE PRESIDENT (THRU 10/14)	(i) (ii)	177,843 ............................... 0	0 ............................... 0	16,720 ............................... 0	4,287 ............................... 0	7,889 ............................... 0	206,739 ............................... 0	0 ............................... 0
18TINA M ERVINVICE PRESIDENT	(i) (ii)	169,998 ............................... 0	0 ............................... 0	16,114 ............................... 0	5,275 ............................... 0	18,021 ............................... 0	209,408 ............................... 0	0 ............................... 0
19SANDRA W BROWNVP FINANCE, CONTROLLER	(i) (ii)	145,631 ............................... 0	0 ............................... 0	3,274 ............................... 0	3,877 ............................... 0	26,526 ............................... 0	179,308 ............................... 0	0 ............................... 0
20TRAVIS TURNERVP CLINICAL INTEGRATION	(i) (ii)	0 ............................... 192,744	0 ............................... 0	0 ............................... 8,072	0 ............................... 2,542	0 ............................... 26,988	0 ............................... 230,346	0 ............................... 0
21STEPHEN MANDELLVICE PRESIDENT	(i) (ii)	0 ............................... 255,005	0 ............................... 0	0 ............................... 7,109	0 ............................... 7,409	0 ............................... 20,845	0 ............................... 290,368	0 ............................... 0
22DAVID LING MDEXECUTIVE DIRECTOR (THRU 10/14)	(i) (ii)	201,560 ............................... 0	0 ............................... 0	3,053 ............................... 0	6,219 ............................... 0	27,776 ............................... 0	238,608 ............................... 0	0 ............................... 0
23PHILLIP BORDERSCHIEF AUDIT EXECUTIVE	(i) (ii)	160,534 ............................... 0	0 ............................... 0	16,463 ............................... 0	5,080 ............................... 0	19,423 ............................... 0	201,500 ............................... 0	0 ............................... 0
24PHILIP A BROWNDIRECTOR OF PLANNING	(i) (ii)	149,417 ............................... 0	0 ............................... 0	1,481 ............................... 0	4,651 ............................... 0	13,144 ............................... 0	168,693 ............................... 0	0 ............................... 0
25MADHULIKA LALLMED DIR RESOURCE UTILIZATION	(i) (ii)	195,000 ............................... 0	0 ............................... 0	6,642 ............................... 0	225 ............................... 0	19,098 ............................... 0	220,965 ............................... 0	0 ............................... 0
26WALTER J KIWALLEXECUTIVE VP	(i) (ii)	57,155 ............................... 0	0 ............................... 0	806,090 ............................... 0	422 ............................... 0	1,593 ............................... 0	865,260 ............................... 0	0 ............................... 0
27MARK SCHWARTZMGR PHYSICIAN RELATIONS (FORMER)	(i) (ii)	12,242 ............................... 0	0 ............................... 0	290,509 ............................... 0	117 ............................... 0	0 ............................... 0	302,868 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Return Reference	Explanation
PART I, LINE 1A	PART I, LINE 1A - TRUSTEES WHO ARE UNCOMPENSATED VOLUNTEERS TRAVELING FOR BUSINESS RELATED REASONS ON BEHALF OF THE ORGANIZATION ARE REIMBURSED FOR THE COST OF SPOUSAL TRAVEL. REIMBURSEMENTS PAID FOR SPOUSAL TRAVEL ARE REIMBURSED AND REPORTED AS INCOME ON A FORM 1099 IN THE YEAR PAID. EXECUTIVES WHO ARE TRAVELING FOR BUSINESS RELATED REASONS ON BEHALF OF THE ORGANIZATION ARE REIMBURSED FOR THE COST OF SPOUSAL MEALS PROVIDED AND THE AMOUNT IS REPORTED AS INCOME ON THE EXECUTIVE'S W-2.
PART I, LINE 7	PART I, LINE 7 - ALL EXECUTIVES HAVE AS A PART OF THEIR COMPENSATION A VARIABLE COMPONENT SUCH THAT THEY ARE ELIGIBLE TO RECEIVE A PERCENTAGE OF THEIR BASE PAY AS AN INCENTIVE FOR THE ACHIEVEMENT OF INDIVIDUAL AND CORPORATE GOALS AND OBJECTIVES. THERE WAS NO INCENTIVE COMPENSATION PAID IN 2013.

Return Reference

Explanation

PART I, LINE 1A

PART I, LINE 1A - TRUSTEES WHO ARE UNCOMPENSATED VOLUNTEERS TRAVELING FOR BUSINESS RELATED REASONS ON BEHALF OF THE ORGANIZATION ARE REIMBURSED FOR THE COST OF SPOUSAL TRAVEL. REIMBURSEMENTS PAID FOR SPOUSAL TRAVEL ARE REIMBURSED AND REPORTED AS INCOME ON A FORM 1099 IN THE YEAR PAID. EXECUTIVES WHO ARE TRAVELING FOR BUSINESS RELATED REASONS ON BEHALF OF THE ORGANIZATION ARE REIMBURSED FOR THE COST OF SPOUSAL MEALS PROVIDED AND THE AMOUNT IS REPORTED AS INCOME ON THE EXECUTIVE'S W-2.

PART I, LINE 7

PART I, LINE 7 - ALL EXECUTIVES HAVE AS A PART OF THEIR COMPENSATION A VARIABLE COMPONENT SUCH THAT THEY ARE ELIGIBLE TO RECEIVE A PERCENTAGE OF THEIR BASE PAY AS AN INCENTIVE FOR THE ACHIEVEMENT OF INDIVIDUAL AND CORPORATE GOALS AND OBJECTIVES. THERE WAS NO INCENTIVE COMPENSATION PAID IN 2013.

Schedule J (Form 990) 2014

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 990-EZ or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

Return Reference	Explanation
FORM 990, PART V, Q 7G AND 7H	QUESTIONS 7G AND 7H DO NOT APPLY TO THE ORGANIZATION BECAUSE THE ORGANIZATION DID NOT HAVE CONTRIBUTIONS OF QUALIFIED INTELLECTUAL PROPERTY OR CONTRIBUTIONS OF CARS, BOATS, AIRPLANES OR OTHER VEHICLES DURING THE YEAR.
FORM 990, PART VI, SECTION B, LINE 11	LINE 11A EXPLANATION - MANAGEMENT COMPLETES A DRAFT OF THE INTERNAL REVENUE SERVICE (IRS) FORM 990 INFORMATION RETURN FOR THE MARY WASHINGTON HEALTHCARE SYSTEM AND ITS SUBSIDIARIES. AT THAT TIME, THE RETURN IS SUBMITTED TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD FOR REVIEW AND ACCEPTANCE. THE FORM 990 IS ALSO AVAILABLE TO THE BOARD OF TRUSTEES THROUGH THE BOARD WEBSITE FOR FURTHER REVIEW.
FORM 990, PART VI, SECTION B, LINE 12C	EVERY TRUSTEE AND EXECUTIVE IS REQUIRED TO DISCLOSE ANY AND ALL CONFLICTS. THE DISCLOSURES ARE MADE ANNUALLY AND SUBMITTED TO THE MARY WASHINGTON HEALTHCARE CHIEF AUDIT EXECUTIVE (CAE). THE CAE PRESENTS ALL CONFLICTS TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF TRUSTEES. THE CHAIRMAN OF THE AUDIT AND COMPLIANCE COMMITTEE REPORTS ALL CONFLICTS TO THE FULL BOARD. CONFLICTS ARE CONTINUALLY AND ACTIVELY MANAGED. AT EACH MEETING, THE CHAIR ASKS IF ANYONE AT THE MEETING HAS A CONFLICT TO DISCLOSE. INDIVIDUALS WITH CONFLICTS DISCLOSE THEIR CONFLICTS AND THE RELATED TOPIC. THE INDIVIDUAL THEN RECUSES HIM/HERSELF FROM ANY DECISION RELATED TO THAT TOPIC. THE CONFLICT OF INTERESTS POLICY IS REVIEWED ANNUALLY BY THE BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION B, LINE 15	MARY WASHINGTON HEALTHCARE UTILIZES AN EXECUTIVE COMPENSATION COMMITTEE WITH THE PURPOSE AND AUTHORITY TO ESTABLISH PROCESSES TO ENSURE FAIR AND COMPLETE COMPENSATION FOR THE CEO AND EXECUTIVE LEADERSHIP. IN ORDER TO ENSURE COMPENSATION PAID IS SET AT FAIR MARKET VALUE, THE EXECUTIVE COMPENSATION COMMITTEE UTILIZES COMPENSATION SURVEY DATA AND FORM 990 INFORMATION FROM COMPARABLE HEALTH SYSTEMS AND THE SERVICES OF AN INDEPENDENT COMPENSATION CONSULTANT. SUCH INDEPENDENT THIRD PARTY DATA PROVIDES ASSURANCE THAT EXECUTIVE COMPENSATION IS COMMERCIALLY REASONABLE AND AT A FAIR MARKET VALUE.
FORM 990, PART VI, SECTION C, LINE 19	GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.
FORM 990, PART XI, LINE 9:	DECREASE IN MINIMUM PENSION LIABILITY -37,354,304. INCOME(LOSS) OF SUBSIDIARIES 21,111,418. EQUITY ADJUSTMENTS FOR SUBSIDIARIES 1,944,376. EQUITY ADJUSTMENTS FOR TAXABLE AFFILATES -729,391.
FORM 990, PART XII, LINE 2C	THE PROCESS OF RESPONSIBILITY OF THE AUDIT AND SELECTION OF AUDITORS HAS NOT CHANGED FROM PRIOR YEAR.
FORM 990, SCHEDULE R	ABBREVIATIONS: MWHC - MARY WASHINGTON HEALTHCARE MPI - MEDICORP PROPERTIES, INC. MWHC CLINICAL - MARY WASHINGTON HEALTHCARE CLINICAL SERVICES, INC. MEDIDOCTORS H.C. - MEDIDOCTORS HOLDING COMPANY
UNRELATED BUSINESS INCOME	MWHC AS A PART OF ITS MISSION PROVIDES STRATEGIC PLANNING AND DIRECTION FOR ALL OF ITS AFFILIATES. IRS REGULATIONS TREAT MANAGEMENT FEES RECEIVED FROM TAXABLE SUBSIDIARIES AS UNRELATED BUSINESS INCOME. AS A RESULT, THE REVENUE REPORTED ON LINE 7A IS INCOME FROM TAXABLE SUBSIDIARIES FOR PROVISION OF MANAGEMENT FEES AND LOSS SUSTAINED IS A RESULT FROM ALLOCATIONS OF CORPORATE SERVICES PROVIDED IN EXCESS OF THE REVENUE RECEIVED.
FORM 990, PART III, LINE 1 - ORG. MISSION	PROVISION OF HEALTH CARE. MARY WASHINGTON HEALTHCARE WAS ORGANIZED TO ACT AS THE PARENT CORPORATION IN THE MARY WASHINGTON HEALTHCARE AFFILIATED GROUP, AND TO ENGAGE IN SUCH ACTIVITIES FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, AND TO CARRY OUT THE PURPOSE OF MARY WASHINGTON HOSPITAL, STAFFORD HOSPITAL AND ITS AFFILIATED ORGANIZATIONS IN THE SYSTEM.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

MARY WASHINGTON HEALTHCARE

Employer identification number

54-1240646

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) MWHC SIR LLC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 45-2931630	MEDICAL MALPRACTICE SELF-INSURANCE SYSTEM	VA	3,788,613	0	MWHC

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) STAFFORD HOSPITAL AUXILIARY 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 26-2704632	SUPPORT SERVICES	VA	501(C)(3)	LINE 11C, III-FI	STAFFORD HOSPITAL LLC	Yes
(2) MARY WASHINGTON HOSPITAL AUXILIARY 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 75-2985923	SUPPORT SERVICES	VA	501(C)(3)	LINE 11C, III-FI	MARY WASHINGTON HOSPITAL	Yes
(3) MWH AND UVA RADIOSURGERY CENTER LLC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 90-0604539	MEDICAL SERVICES	VA	501(C)(3)	LINE 11A, I	MWH	Yes
(4) STAFFORD HOSPITAL LLC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 13-4316364	HOSPITAL SERVICES	VA	501(C)(3)	LINE 3	MWHC	Yes
(5) MARY WASHINGTON HEALTHCARE PHYSICIANS 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 26-2546097	PHYSICIAN SERVICES	VA	501(C)(3)	LINE 11A, I	MWHC CLINICAL SERVICES	Yes
(6) MARY WASHINGTON HOSPITAL FOUNDATION INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 52-1342371	INVESTMENT MANAGEMENT/FUNDRAISING	VA	501(C)(3)	LINE 11A, I	MWHC	Yes
(7) MARY WASHINGTON HOSPITAL INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 54-0519577	HOSPITAL SERVICES	VA	501(C)(3)	LINE 3	MWHC	Yes
(8) MARY WASHINGTON HEALTHCARE CLINICAL SERVICES INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 54-1552324	AMBULATORY HEALTH CARE SERVICES	VA	501(C)(3)	LINE 11A, I	MWHC	Yes
(9) STAFFORD HOSPITAL FOUNDATION INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 64-0963570	INVESTMENT MANAGEMENT/FUNDRAISING	VA	501(C)(3)	LINE 11A, I	MWHC	Yes
(10) MEDICORP PROPERTIES INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 52-1342372	PROPERTY MANAGEMENT SERVICES	VA	501(C)(3)	LINE 11A, I	MWHC	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) TOMPKINS MARTIN MEDICAL PLAZA 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 54-1632021	REAL ESTATE	VA	MEDICORP PROPERTIES INC	RELATED	619,448	6,580,042		No		Yes		99.000 %
(2) FREDERICKSBURG AMBULATORY SURGERY CENTER 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 56-2322548	SURGERY CTR	VA	MWHC CLINICAL SERVICES INC	RELATED	2,199,380	1,403,390		No		Yes		53.370 %
(3) MEDICAL IMAGING OF FREDERICKSBURG 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 54-1364028	IMAGING	VA	MWHC CLINICAL SERVICES INC	RELATED	3,541,112	1,513,029		No		Yes		51.000 %
(4) MARY WASHINGTON EYE CARE CENTER 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 27-1248032	OPTOMETRY	VA	MWHC CLINICAL SERVICES INC	RELATED	-284,367	-1,324,662		No			No	99.000 %
(5) CENTRAL ATLANTIC HEALTH NETWORK 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 27-4704694	GROUP PURCHASING	VA	N/A	RELATED	-175	24,507	Yes				No	12.500 %
(6) MARY WASHINGTON HEALTH ALLIANCE 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 46-3055639	ADMINISTRATIVE SERVICES	VA	MARY WASHINGTON HEALTHCARE	RELATED	-16,010	2,655,226		No		Yes		82.750 %
(7) COWAN INVESTMENT PARTNERS LLC 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 65-1294835	REAL ESTATE	VA	N/A	RELATED	-19,021	45,814		No			No	12.500 %
(8) BUNKER HILL PARTNERS LLC 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 51-0584884	REAL ESTATE	VA	MEDICORP PROPERTIES INC	RELATED	1,226,624	25,896		No			No	20.000 %
(9) STAFFORD MEDICAL OFFICE PAVILION LLC 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 26-2981929	REAL ESTATE	VA	MEDICORP PROPERTIES INC	RELATED	134,154	1,997,727		No			No	20.000 %
(10) SPOTSYLVANIA PARKWAY MEDICAL PLAZA LLC 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 26-2656396	REAL ESTATE	VA	MEDICORP PROPERTIES INC	RELATED	127,602	-729,076		No			No	39.500 %
(11) SPOTSYLVANIA PARKWAY MEDICAL PLAZA II LLC 2300 FALL HILL AVE STE 418 FREDERICKSBURG,VA22401 45-4281946	REAL ESTATE	VA	MEDICORP PROPERTIES INC	RELATED	-9,641	915,927		No			No	39.500 %
(12) THE VIRGINIA ALLIANCE LLC 1920 ATHERHOLT ROAD LYNCHBURG,VA24504 90-0436011	MEDICAL	VA	N/A	RELATED	-456	12,696		No	-456		No	26.800 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) FREDERICKSBURG PROFESSIONAL RISK EXCHANGE 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 53-1095956	CAPTIVE INSURANCE	VA	MARY WASHINGTON HEALTHCARE	C	458,054		97.500 %		No
(2) MARY WASHINGTON HEALTHCARE SERVICES INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 54-1244509	RETAIL MEDICAL	VA	MWHC CLINICAL SERVICES INC	C	169,465	1,692,985	100.000 %		No
(3) MWHC HOLDING COMPANY INC 2300 FALL HILL AVE SUITE 418 FREDERICKSBURG,VA22401 54-1725487	HOLDING CO	VA	MWHC CLINICAL SERVICES INC	C	114,246		100.000 %		No

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) MARY WASHINGTON HOSPITAL	L	54,843,312	CORP BOOKS/RECORDS
(2) STAFFORD HOSPITAL	L	3,602,392	CORP BOOKS/RECORDS
(3) MEDICORP PROPERTIES INC	L	1,240,327	CORP BOOKS/RECORDS
(4) MWHC CLINICAL SERVICES	L	1,508,654	CORP BOOKS/RECORDS
(5) FREDERICKSBURG AMBULATORY SURGERY CENTER	L	909,486	CORP BOOKS/RECORDS
(6) MARY WASHINGTON EYE CARE CENTER	L	53,465	CORP BOOKS/RECORDS
(7) MWH FOUNDATION	L	557,347	CORP BOOKS/RECORDS
(8) SHC FOUNDATION	L	131,257	CORP BOOKS/RECORDS
(9) MEDICAL IMAGING OF FREDERICKSBURG	L	1,008,466	CORP BOOKS/RECORDS
(10) FREDERICKSBURG PROFESSIONAL RISK EXCHANGE	L	380,000	CORP BOOKS/RECORDS
(11) MEDICORP PROPERTIES INC	M	574,188	CORP BOOKS/RECORDS
(12) MEDICORP PROPERTIES INC	K	3,998,839	CORP BOOKS/RECORDS
(13) TOMPKINS MARTIN MEDICAL PLAZA	K	250,965	CORP BOOKS/RECORDS
(14) FREDERICKSBURG PROFESSIONAL RISK EXCHANGE	M	343,541	CORP BOOKS/RECORDS
(15) MWHC SERVICES	L	559,845	CORP BOOKS/RECORDS

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation
SCHEDULE R PART III	TOMPKINS MARTIN MEDICAL PLAZA BECAME A SINGLE MEMBER LLC OF MEDICORP PROPERTIES, INC. ON 9/5/14.

Schedule R (Form 990) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: OUR MISSIONS IS TO IMPROVE THE HEALTH OF THE PEOPLE IN THE COMMUNITIES WE SERVE. THROUGH OUR SUBSIDIARIES WE PROVIDE INPATIENT AND OUTPATIENT HOSPITAL SERVICES AND OTHER MEDICAL SERVICES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	17
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	14
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	586
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	939,845
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-102,526

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	2,922	94,191
9	Program service revenue (Part VIII, line 2g) .........	67,389,382	70,665,417
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,979,149	4,665,073
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	70,371,453	75,424,681
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	340,636	269,993
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	43,520,590	44,979,447
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 605,758
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	35,695,125	36,308,422
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	79,556,351	81,557,862
19	Revenue less expenses. Subtract line 18 from line 12.......	-9,184,898	-6,133,181
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	343,344,849	360,096,844
21	Total liabilities (Part X, line 26).............	102,155,557	139,822,587
22	Net assets or fund balances. Subtract line 21 from line 20.....	241,189,292	220,274,257

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 79,960,800 including grants of $ 269,993 ) (Revenue $ 69,710,678 )
	AS THE PARENT CORPORATION OF THE MWHC AFFILIATED GROUP, MWHC PROVIDES STRATEGIC DIRECTION, MANAGEMENT AND CORPORATE SUPPORT SERVICES TO MEMBERS OF THE AFFILIATED GROUP.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	AS THE PARENT CORPORATION OF THE MWHC AFFILIATED GROUP, MWHC PROVIDES STRATEGIC DIRECTION, MANAGEMENT AND CORPORATE SUPPORT SERVICES TO MEMBERS OF THE AFFILIATED GROUP.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses79,960,800

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	6,712,427	1,024,470	636,961

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a		94,191
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			94,191
			Business Code
2a	MANAGEMENT SERVICES REVENUE		561000	65,040,544	64,100,699	939,845
b	AFFILIATE CAPTIVE INSURANCE		561000	3,788,613	3,788,613
c	OTHER OPERATING INCOME		561000	1,679,743	1,679,743
d	ASSOC ASSIST PROGRAM		561000	96,827	96,827
e	PERSONNEL SERVICES		561000	59,690	59,690
f	All other program service revenue .
g	Total. Add lines 2a–2f........			70,665,417
3	Investment income (including dividends, interest, and other similar amounts).......			2,389,454			2,389,454
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	66,739,730	37,750
b	Less: cost or other basis and sales expenses	64,449,217	52,644
c	Gain or (loss)	2,290,513	-14,894
d	Net gain or (loss)..........			2,275,619	-14,894		2,290,513
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			75,424,681	69,710,678	939,845	4,679,967


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			27,604,055	1	35,939,818
2	Savings and temporary cash investments .........			5,445,439	2	480,527
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			10,101,972	4	10,673,682
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			52,586	7	56,556
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			3,633,585	9	4,196,385
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	53,066,041
b	Less: accumulated depreciation .....	10b	30,529,375	21,104,108	10c	22,536,666
11	Investments—publicly traded securities ..........			103,088,409	11	122,765,265
12	Investments—other securities. See Part IV, line 11 .....			171,368,971	12	162,705,753
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............			945,724	14	742,192
15	Other assets. See Part IV, line 11 ...........				15
16	Total assets. Add lines 1 through 15 (must equal line 34)......			343,344,849	16	360,096,844
17	Accounts payable and accrued expenses .........			35,672,282	17	39,552,289
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			30,405,000	23	30,405,000
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			36,078,275	25	69,865,298
26	Total liabilities. Add lines 17 through 25.........			102,155,557	26	139,822,587
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			223,643,386	27	204,003,352
28	Temporarily restricted net assets ...........			16,287,696	28	15,012,695
29	Permanently restricted net assets ...........			1,258,210	29	1,258,210
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			241,189,292	33	220,274,257
34	Total liabilities and net assets/fund balances ........			343,344,849	34	360,096,844