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.”

“The organization's sole member was sentara healthcare, a virginia nonstock corporation and section 501(c)(3) tax exempt entity.”

“The board of directors, which served as the organization's governing body, was elected by its sole member, sentara healthcare, a virginia nonstock corporation and the section 501(c)(3) tax exempt parent of the sentara health system.”

“As sole member, sentara healthcare, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, 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.”

“The organization was part of the sentara health 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. The parent of the system is sentara healthcare, a virginia nonstock corporation and 501(c)(3) tax exempt entity.”

“Directors, board-nominated officers, and key employees are requested to submit an annual conflict of interest questionnaire and certify to the completion and accuracy of the information disclosed. Additionally, each organization's governing board or appropriate body monitors transactions involving disclosed potential conflicts of interest.”

“As part of the sentara health 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 interest, 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 each 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 26 not-for-profit healthcare systems, and 37 independent and integrated delivery system-owned health plans that are comparable in size to sentara's health plan, 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 conflicts of interest. This process was used to establish compensation for the organization's president, chairman, secretary, and treasurer. The chairman, secretary, and treasurer also served as president and coo, senior vice president and clo, and executive vice president and cfo of the system, respectively. The process was last undertaken during the current tax year for the positions listed.”

“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 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 38 ambulances and provided 20,327 basic, advanced life support transports during 2021. 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 2021 was over $6 million.”

“Sentara healthcare i. Sentara healthcare: your not-for-profit healthcare partner sentara healthcare celebrates more than 133 years in pursuit of its mission "we improve health every day." sentara is an integrated, not-for-profit health care delivery system with more than 29,000 employees (including 1,375 physicians and advanced practice providers), 12 hospitals in virginia and northeastern north carolina and the sentara health plans division, which serves over 900,000 members. Sentara is recognized nationally for clinical quality and safety and is strategically focused on innovation and creating an extraordinary health care experience for our patients and members. Sentara was named to ibm watson health's "top 15 health systems" in 2021 and 2018, recognized as a "best employer for women" by forbes in 2020, and ranked as one of forbes "america's best employers" in 2018. Sentara has a level i trauma center, the sentara heart hospital, the sentara health research center, the sentara brock cancer center, and the accredited sentara cancer network, two orthopedic hospitals, and the sentara neurosciences institute. The sentara family also includes a medical group, nightingale regional air ambulance (made 778 life-saving trips in 2021 alone), home care and hospice, ambulatory outpatient campuses, advanced imaging and diagnostic centers, a clinically integrated network, and the sentara college of health sciences. 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 our communities through health outreach programs, education, and financial support for other not for profit organizations with similar health missions. As an integrated delivery network (idn), sentara provides both health care services (hospitals, clinics, providers) and health insurance plans, which enables sentara to fully understand and deliver on the needs of our consumers in a unique and insightful way. Additionally, serving as an idn provides us with the opportunity to impact and lift our communities given the comprehensive nature of our ability to deliver care and resources within the walls of our care sites as well as within the community. Ii. Commitment to the community a. Sentara has provided much in the way of community benefit and charity care on an annual basis. The 2021 value of community benefit totaled $254,186,000. Sentara provided $167,441,000 in net uncompensated patient care costs; $48,150,000 in net unfunded costs of teaching programs; and $38,595,000 in incurred costs for community benefit programs. Sentara employees contributed $2.5 million to united ways in virginia and north carolina. B. Sentara continues its efforts in the community engagement and impact (cei) program, sentara cares, to inspire, empower and support the communities we serve in the most impactful way. In 2021, sentara committed $50 million to its sentara healthier communities fund to address health disparities magnified by the impact of covid-19 and to bolster regional health sciences programs. The cei program delivers economic, social, and environmental benefits for stakeholders across all sentara markets and increases our community connection. It builds on sentara recognized leadership and commitment to the communities we serve. C. Sentara continued the focus on the important work of diversity in our workforce, to deepen our understanding on caring for our diverse patient population and to develop strong relationships with diverse community populations. We formed several partnerships with key diversity-focused organizations. We continue the work of diversity and inclusion councils at all 12 hospitals. And we continue to develop new diversity and inclusion components and education for all team members. This was especially important given the social justice issues and civil unrest in 2020. Additionally, sentara continued the excellent work in identifying and reducing barriers so peop”

“Iii. Commitment to our team members a. Sentara investing in our people is always a top priority and in line with our mission to improve health every day. In 2021 alone, sentara gave out monetary appreciation gifts in april and december of up to $3,500 total per team member in recognition of their service to the public during the covid-19 pandemic. The company raised its starting wage to $15 per hour more than twice the federal minimum wage earlier than previously announced. Sentara colleagues also received market and merit increases in may 2021 of up to 8%, valued at over $50 million. The total invested in team members in 2021 was approximately $185 million. Iv. Growth in sentara healthcare our growth in 2021 included the following: a. Sentara broke ground on the new 135-acre sentara albemarle regional health campus in elizabeth city, nc that will house a hospital and medical office building. This groundbreaking marks the most significant investment in health care in northeast north carolina since the current sentara albemarle medical center was opened more than 60 years ago. B. Optima health and virginia premier continued to collectively serve over 600,000 plus eligible virginians who qualified for medicaid. C. The sentara brock cancer center in norfolk, virginia, began its second year serving as a patient-centered facility that is transforming cancer care in southeast virginia/northeast north carolina. The sentara brock cancer center serves 700-1000 patients per day. D. In hampton roads, sentara opened a new weight-loss surgery practice; opened the sentara behavioral health care center; opened a new neurology practice; launched virtual physical therapy services; and launched hospital at home to care for patients in their home who would have otherwise received care in a hospital setting. E. In the blue ridge region (harrisonburg and charlottesville), sentara launched new anesthesia programs; added five new orthopedic surgeons; and added one new primary care office location in waynesboro. F. In the halifax region, sentara halifax regional hospital opened phase one and two of the labor delivery recovery and postpartum unit (ldrp). This new mother, baby and family unit will transform the experience moms and families have when delivering their baby. Sentara halifax regional hospital also added a new orthopedic surgeon. G. In northern virginia, sentara northern virginia medical center achieved a trauma iii designation; introduced a new primary care physician; expanded therapy services; and added the mobile pet/ct service. V. Digital initiatives and innovation success a. Sentara continued its focus on enhancing the consumer digital experience through the ongoing development and enhancement of the sentara "app and the optima "app". As of december 2021, cumulative initial unique logins to the sentara app were 290,473 and cumulative digital accounts are 685,154. As of december 2021, cumulative initial unique logins to the optima health app were 59,374 and cumulative digital accounts are 226,585. The final combined app adoption number is 38.4% vs. A baseline of 27.5%, a nearly 11-percentage point increase. Our aim is to continuously improve the virtual experience, enable voice of the customer to drive change to the experience, and allow for a more frictionless experience. B. The voice of the customer model was heavily utilized to understand more from sentara and optima customers. The model is an operational design that enables sentara to integrate the voice of the customer into all facets of business decision-making and product development both in the brick-and-mortar world and in the world of virtual care. Vi. By the numbers: a. 734,339 emergency room visits; 15,994 babies delivered, 17 heart transplants, 70 kidney transplants, 1 pancreas transplant, 260 clinical trials, 60 publications in medical journals, 778 life-saving trips from the nightingale air ambulance, and 4,182,096 pounds of paper recycled. Vii. Expanding educational and”

“X. Covid-19 a. The second year of the pandemic presented many challenges, yet much hope given the introduction of the covid-19 vaccines. Sentara leaders and team members continued to rise to new heights with their hard work and perseverance in taking care of each other as well as our members and patients. Here are a few highlights: 1. By the numbers: - sentara was the first in the commonwealth of virginia to host a vaccine clinic and in full, partnered with community and faith-based organizations to hold over 550 covid-19 vaccine clinics. Sentara administered nearly 200,000 vaccines. Team members and volunteers registered more than 30,000 hours at covid-19 vaccine clinics. Sentara participated in 5 covid-19 clinical trials with more than 1,000 patients enrolled. - covid-19 since the beginning of the pandemic, 19,080 covid-19 patients were admitted to sentara hospitals, 13,255 were in 2021. Since the beginning of the pandemic, sentara had 155,798 covid-19 patient days, 98,806 days were in 2021; 33,736 total intensive care unit days for covid -19 patients; and 27,235 total ventilator days for covid-19 patients. 2. Safety for our patients and visitors: sentara continued its diligence for cleaning/sanitizing patient care areas, mandatory masking, and social distancing. 3. Vaccine education: sentara launched several marketing campaigns to educate all in the community the need to get vaccinated and boosted. 4. Protecting our team members: sentara continued its rigorous screening procedures at all our facilities and work locations. We also embarked on a "be kind" campaign to encourage the public, patients, and visitors to treat our employees with kindness, empathy, and compassion. 5. Supporting our team members: sentara continued with the program, "you matter" to help team members with their social, emotional, and behavioral health needs during this difficult pandemic period. "you matter" has an abundance of resources for stress management, mindfulness, resilience, mental wellness, and care giver stress. Sentara stressed the need for team members to take care of themselves and each other. We also launched a public "thank you" advertising campaign to show our appreciation for our employees' resilience, dedication, and hard work. 6. Sentara covid-19 steering committee: sentara continued to diligently monitor the pandemic crisis with the ongoing work of the covid-19 steering committee. Leaders met frequently and this allowed sentara to successfully respond, pivot, plan, and coordinate actions in response to the unprecedented pandemic especially during the administration of vaccines, standing up vaccine clinics and working in the community reaching underserved populations. Sentara leaders frequently were in communication with federal, state, regional and local elected officials, and other key stakeholders to collectively learn and advise others of needs and issues. Conclusion: sentara healthcare is committed to our mission we improve health every day. We provide quality care through expert providers, using cutting-edge technology, deploying medical breakthroughs, and providing excellent customer service all with a constant focus on innovation. And we are committed to supporting the communities we serve through our community engagement and impact program, serving diversity and exploring health equities, volunteerism, grants, sponsorships, and supporting initiatives that lift our communities. We look forward to another year of community success, growth, and innovation in 2022.”

“Sentara healthcare, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system, 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.”

“The organization's board of directors is elected annually by sentara healthcare, a virginia nonstock corporation and the 501(c)(3) tax exempt parent of the sentara health system. The governing board of sentara healthcare is a community-based board comprised of 17 voting members, 16 of which are considered independent, as defined in the form 990 instructions.”

“Book reclass of intercompany account balances to equity -12,195,063. Partnership book tax difference 269,522. Unrealized loss from fixed asset impairment -825,000.”