Sentara Enterprises and Subsidiary

“The organization's officers and directors served together on the boards of other organizations within the sentara healthcare system ("the system"), as well as joint ventures in which the system had an ownership interest. See schedule r for a listing of such entities.”

“Effective july 21, 2016, the organization's bylaws were amended as follows: a. Directors. Article iii, section 3, which required directors to also be an officer, director or trustee of the member (sentara healthcare), was deleted in its entirety. B. President. Article ii, section 4(x), which required the president of the corporation serve as an officer of the member (sentara healthcare) was deleted in its entirety.”

“Explanation of classes of members or shareholders: the organization's sole member was sentara healthcare, a virginia nonstock corporation described in section 501(c)(3) of the internal revenue code.”

“How members or shareholders elect governing body: the board of directors, which served as the organization's governing body, was elected by its sole member, sentara healthcare, a 501(c)(3) organization.”

“Reserved powers over governance decisions: as sole member, sentara healthcare is entitled to one vote on all matters and has the right to elect and remove members of the organization's governing body; approve any alteration, amendment or repeal of its governing documents; approve the annual operating and capital budget and all formal long-range plans; approve any single capital expenditure exceeding $1 million; approve all borrowing or indebtedness which in any one transaction or related series of transactions exceeds $500,000; approve any plan of merger or consolidation, any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the organization, the voluntary dissolution of the organization, or revocation of voluntary dissolution proceedings; review the books and records, conduct audits, and approve the selection of auditors chosen to conduct audits of the organization; and approve the creation or acquisition of any subsidiary of the organization, or the creation of any other corporation of which the organization is to be a member, and to approve any dissolution or other change in any such legal relationship previously approved by sentara healthcare.”

“Form 990 review process: the organization was part of the sentara healthcare system ("the system"), and as such, used the system's in-house tax department, headed by a licensed certified public accountant, to both prepare and review its form 990. During the preparation and review process, the tax department worked closely with other system departments, such as legal, compensation and benefits, compliance, finance, and marketing, to ensure that a complete and accurate return was filed.”

“Monitoring and enforcement of coi policy: directors, board-nominated officers, and key employees submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. The organization's governing board or appropriate committee monitors transactions involving disclosed potential conflicts of interest, to ensure that they are reasonable and at arm's length.”

“Rebuttable presumption process: as part of the sentara healthcare system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the system as a whole is to base overall compensation and benefits for executives on not-for-profit market comparables, adjusted as applied to each executive, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the system performed substantial due diligence as to market comparables. The system's compensation committee, which consists of system board members without conflicts of interests, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the system's senior executives to compensation data from multiple published survey sources based on the senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance relative to a group of not-for-profit health systems of comparable size and scope of operations every year. The most recent study compared sentara's performance to 31 not-for-profit healthcare systems based on net revenue growth, operating margin, various clinical quality metrics and patient satisfaction. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the system's compensation committee, which made its compensation decisions based on a)its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meeting and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of system board members without conflict of interests. This process was used to establish compensation for the organization's chairman and treasurer; who also serve as president and ceo and senior vice president and cfo of the system, respectively. The process was last undertaken during the current tax year for the positions listed. The outside market study described above was also used to establish compensation for the organization's president, who is considered the top management official of the organization. Results were presented to the president and ceo of the system for review and approval rather than the system's compensation committee.”

“Provision of governing docs, coi policy and financials to public: the consolidated financial statements for sentara healthcare and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“Sentara healthcare i. Sentara healthcare - your not for profit healthcare partner sentara healthcare based in norfolk, va, celebrates more than 128 years in relentless pursuit of its mission to improve health every day through innovation, compassion and community benefit. Sentara is a fully-integrated not-for-profit system with nearly 300 sites of care of which there are 12 hospitals in virginia and north carolina, including a level i trauma center with nightingale regional air ambulance and the nationally-ranked sentara heart hospital. The sentara family includes four medical groups, ambulatory campuses, post-acute care services, the physician-led sentara quality care network, the accredited sentara cancer network, the sentara college of health sciences, optima health plan members in virginia, alabama and ohio, and a team of professionals nearly 30,000 strong. Sentara proudly includes advanced imaging centers, nursing and assisted living centers, physical therapy and rehabilitation services, home health and hospice, and ground medical transportation. Sentara is strategically focused on continuous improvement in quality, safety, clinical outcomes and the patient experience and pursues key clinical goals through high-performance teams across the enterprise. Efforts are centered on providing the right care in the right setting at the right time and adding value to the communities we serve. We strive to serve all of our communities through health outreach programs, education, and financial support of other not for profit organizations with similar health missions. Ii. Commitment to the community a. Sentara has provided much in the way of community benefit and charity care on an annual basis. In 2016, sentara community benefit reached $341,145,000. Sentara provided $310,123,000 in net uncompensated patient care; $18,923,000 in medical education; and $12,099,000 in community programs. B. Sentara is proud of the mission-driven work of the three sentara foundations. These foundations raised money to support the clinical needs of the system and provided funding through grants and direct contributions to community organizations that have similar interests in community health needs. Sentara foundation-hampton roads funded 31 community grants in 2016 totaling $580,000. The rmh foundation funded 7 community health grants, awarding $87,000. Additionally, they provided funding for the new hybrid operating room and created a new fund to provide preventive screenings for cancer patients in the community. The martha jefferson hospital foundation raised funds to support women's health in the community. All three foundations rallied around support for nursing excellence and innovation, funding 168 scholarships for registered nurses who are pursuing their bachelors of science in nursing. Several years ago, sentara established the hope (helping overcome personal emergency) fund, which is an emergency financial resource for sentara employees that are experiencing catastrophic hardship or loss through no fault of their own. Sentara employees who receive aid from the hope fund have faced devastating crises such as fire, death, natural disasters, or serious personal or family illness. In 2016, the hope fund awarded $183,743 to sentara employees in crises across the system. C. Community health initiatives sentara and optima health have long been committed to providing health and prevention services to the communities we serve through many channels including the sentara healthcare community health and prevention organization within sentara. Below are some key highlights of the efforts in our communities in 2016: -health improvement events were offered to churches, employer groups including sentara healthcare and hampton roads sanitation district, community health centers and other community locations including the pocket ekg program and the sentara living program. -continued to offer programs such as eating for life, walkabout with healthy edge, health”

“C. Sentara expanded our telehealth services throughout the system. Sentara princess anne hospital, located in virginia beach, virginia, installed a "virtual visitation" service in its neonatal intensive care unit to connect remote family members with patients. Sentara expanded its eicu remote monitoring system for icu beds at sentara obici hospital, located in suffolk, virginia. A total of 119 icu beds in several hospitals have access to the remote monitoring system. Telestroke was introduced at sentara albemarle medical center, located in elizabeth city, north carolina. Sentara williamsburg regional medical center, located in williamsburg, virginia, expanded inpatient teleneurology services. Sentara expanded its telepsych services to six emergency departments to remotely assess psychiatric patients. More than half of the psychiatric evaluations in sentara emergency rooms are performed by virtual technologies. Telemagistrate services were expanded to sentara norfolk general hospital, located in norfolk, virginia and sentara williamsburg regional medical center, located in williamsburg, virginia allowing magistrates to remotely connect with psychiatric evaluators to determine if emergency or temporary detention orders should be issued for patients. D. Sentara voluntarily became a participant in the cms bundled payment for clinical improvement program (bpci) and partnered with sqcn to develop critically important multi-disciplinary and multi-division 90 day plans for care for the effective management of patients following transition from a hospital with specific attention to care in the post - acute and ambulatory venues. E. In its second year, clinical performance improvement (clinical pi), an initiative to drive change and create rapid process improvement in targeted clinical areas, resulted in all 8 focus areas exceeding their goals, but more importantly, made an incredible positive impact on quality and outcomes collectively impacting more than 750,000 patients and members. V. Offering new procedures and technologies clinical breakthroughs: sentara introduced many new clinical breakthroughs that benefited the patient in many areas of care, including cardiac and vascular. A. Cardiac: i. Sentara cardiac specialists placed hampton roads' (southeastern virginia) first dissolvable stent at sentara heart hospital. "absorb" is the first fully dissolving device of its kind - a drug eluting coronary stent that dissolves, completely and naturally, in the body over time. The device disappears in approximately three years, once it has done the job of keeping a clogged artery open and promoting healing of the artery. Ii. Sentara heart hospital is the first hospital in hampton roads (southeastern virginia) and the second in virginia to implant the world's smallest pacemaker, micra transcatheter pacing system (tps). The micra device is much smaller than a traditional pacemaker, comparable in size to a large vitamin. The small size allows the device to be delivered through a catheter and implanted directly into the heart, without the need for cardiac wire leads. B. Vascular: the vein center of virginia, operated by sentara medical group, became the first civilian medical center in southeast virginia to use the venaseal closure system to treat varicose veins - venous reflux disease -a condition affecting more than 30 million americans. The venaseal system is a new, minimally invasive procedure proven to treat venous reflux disease. The disease occurs when valves in the veins of the lower leg no longer function properly. Blood refluxes (flows backward), resulting in varicose veins and other symptoms. Vi. Expanding educational opportunities sentara is committed to always improving-including encouraging registered nurses (rns) to continue pursuing educational opportunities. Continuous learning will advance the care sentara nurses deliver to our patients and allow them to advance in their careers. In 2016, sentara marked further progress toward”

“B. Sentara rmh medical center (srmh), located in harrisonburg, virginia, implemented sentara ecare and mychart, the epic electronic medical record used throughout sentara. Sentara rmh medical center opened the sentara rockingham orthopedics center, a new building on the hospital campus. Srmh completed the construction of the new hybrid cardiac operating room in support of the structural heart program launch in 2017. Srmh along with carilion clinic broke ground on the future bridgewater health center. The facility will house sentara lab services, sentara therapy services, and sentara imaging services. Carilion will move its bridgewater family medicine clinic to this new facility once complete. Additionally, srmh medical group opened a primary care practice at the sentara east market street health center. Sentara rmh medical group opened sentara rmh timber way health center and combined the operations of primary care clinics in broadway and timberville in a new state of the art facility. C. Sentara martha jefferson hospital (smjh), located in charlottesville, virginia, implemented sentara ecare and mychart, the epic electronic medical record used throughout sentara. Smjh introduced a new helipad in july 2016. The medevac service will allow faster transport to smjh for critically ill patients, including patients experiencing a stroke or heart attack. With the new helipad, trained personnel will be able to bring patients via helicopter directly to the emergency department from outlying counties where services are not readily available. Additionally, smjh introduced neuro-interventional radiology, which can be used to treat severe strokes and other acute endovascular issues. Smjh launched an advanced endoscopy program through the addition of a highly skilled gastroenterologist, greatly expanding the services available to patients. The smjh bariatric care center was awarded full accreditation as a comprehensive bariatric care center from the metabolic and bariatric surgery accreditation and quality improvement program. Through the sentara cancer network, smjh introduced low-dose ct lung screenings for the early detection of lung cancer. Finally, smjh introduced a new walk-in sports injury clinic specializing in sports medicine with the ability to care for athletes of all ages and abilities. D. Hampton roads (southeastern virginia): i. Sentara heart at sentara princess anne hospital, located in virginia beach, virginia, launched the dr. Dean ornish heart reversal program for cardiac disease patients. This program has been clinically shown to reverse the effects of heart disease. Sentara princess anne hospital is the first to offer this program in virginia. Sentara princess anne hospital received certificate of public need (copn) approval for 14 additional inpatient beds bringing the inpatient bed count to 174 from the original 160 beds when it opened in 2011. Ten observational beds also will be put into place. Sentara princess anne hospital introduced a new sentara back & neck center. Sentara princess anne hospital was awarded magnet status in nursing - the sixth hospital in sentara to achieve this distinction. Ii. Sentara virginia beach general hospital, located in virginia beach, virginia, opened the sentara women's health center, which is a multi-disciplinary service focused on the unique health needs of women of all ages. The center is dedicated to providing women with seamless and convenient access to quality medical care and a variety of specialized women's healthcare services. Iii. Sentara norfolk general hospital, located in norfolk, virginia, kicked off the $199m, 5 year expansion and modernization project to bring facilities up to modern standards and enhance the offerings of this mid-atlantic medical destination center. The project will add three floors, expand the emergency department, expand and modernize 18 operating rooms, replace a 48 bed ward style special care nursery with a state of the art unit and consolidate the”

“E. South boston/halifax: sentara halifax regional hospital, located in south boston, virginia, opened the 10th sentara orthojoint center in the sentara system. Sentara clarksville family medicine expanded their practice to better serve the residents of mecklenburg county. This expansion allows for growth of the existing primary care practice as well as for specialists to come to the practice and provide appointments to mecklenburg county residents in a more convenient location. Sentara halifax pediatrics is the first practice in sentara to introduce "baby box", a starter kit for new babies with the aim of reducing infant mortality through the provision of infant care items and with education of proper sleep practices. F. Sentara enterprises: sentara home care services of alleghany, virginia and elizabeth city, nc, were each named as a top agency of the 2016 home care elite. This award recognizes the top-performing home health agencies in the united states. Sentara home care services introduced pitch (promoting independence through care at home) to reduce readmissions in the home health population. Sentara enterprises successfully designed, built and hired staff to open "proprium pharmacy", the sentara specialty pharmacy. This specialty pharmacy will enhance care coordination and reduce costs for these high cost, complex drugs that may require unique administration. G.sentara life care: sentara life care is comprised of assisted living centers, nursing homes, mobile meals and the program for the all-inclusive care for the elderly (pace). In 2016, sentara life care celebrated the 20th anniversary of pace. Pace is a comprehensive health care and supportive services program for frail seniors who wish to remain in their homes and community. The program is one that provides total care for participants, including comprehensive medical and rehabilitative services, in-home services and transportation. Sentara pace is offered in norfolk, virginia beach, chesapeake, suffolk and portsmouth. Sentara life care achieved niche (nursing improving care for healthsystem elders) certification. H. Sentara medical group (900+ providers in virginia and northeastern north carolina): i. Ease of patient access and growing our services are major areas of focus for sentara medical group (smg). Smg launched an improved primary care online scheduling tool for new patients via www.sentara.com. This enhanced access point gives consumers direct line of site to available appointment times and locations. In the spirit of transparency and giving the customer what they are asking for, smg now posts provider reviews online via www.sentara.com. These star ratings are the result of surveys taken by patients seen in the office by a provider. Ix. Quality and patient safety distinctions a. Award-winning care- as always, sentara is proud and humbled by the various awards and recognitions the system received over the course of the year. Our mission is to improve health every day. To receive an award is simply an added acknowledgement of our mission - driven work. Here are a few of the 2016 awards and recognitions: i. For the 16th consecutive year, the cardiology and heart surgery program at sentara norfolk general hospital (sentara heart hospital) was listed among the top 50 heart programs in the u.s. News & world report 'best hospitals' edition and improved its ranking from 41st in 2014 to 31st in 2015 to #24 in 2016. Diabetes and endocrinology at sentara norfolk general hospital, a specialty at eastern virginia medical school, is ranked #24. Ii. Sentara leigh hospital was named by becker's hospital review as one of its "100 hospitals with great orthopedic programs" for 2016. The list highlights nationally leading programs in orthopedic care and the organizations included have received recognition for excellence from various publications, industry-leading organizations and accrediting organizations. Iii. Sentara halifax regional hospital (shrh) is one of seven hospitals”

“Sentara enterprises provides a wide range of services for recovering, disabled or chronically ill persons in need of skilled nursing, private duty nursing, rehabilitation services (i.e., physical therapy, occupational therapy and speech therapy), infusion services, or companion services. Sentara home care services also offers specialty programs in mental health, high-risk obstetrical care, high-risk newborn care, asthma, diabetes and pediatrics. Sentara enterprises also operates medical transport, a ground ambulance and wheelchair transport service. Medical transport has 128 ambulances, 4 wheelchair vans, and 1 rehab van, and provided 64,372 basic, advanced life support and wheelchair transports during 2016. All services are provided to the community regardless of race, creed, sex, national origin, handicap, age or ability to pay. The cost of uncompensated care provided by sentara enterprises to the community during 2016 was over $6.8 million.”

“The 501(c)(3) sole member of the organization, sentara healthcare, maintains an agency relationship with the organization and issues all 1099s on its behalf. The number reported is a best estimate of the 1099s attributable to the organization. The exact number cannot be determined; as some of the 1099s issued by the agent are attributable to more than one entity, and there is no reporting mechanism to determine 1099's attributable solely to the organization.”

“Governing body independence: the organization's board of directors is elected annually by sentara healthcare, the organization's 501(c)(3) sole member. The governing board of sentara healthcare is a community-based board comprised of 16 voting members, 15 of which are considered independent, as defined in the form 990 instructions.”

“Reclass of intercompany accts to equity 9,902,710. Partnership income tax > book 16,114.”