TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 01-01-2012 , 2012, and ending 12-31-2012

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
SENTARA HEALTHCARE

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
6015 POPLAR HALL DRIVE

Room/suite

City or town, state or country, and ZIP + 4
NORFOLK, VA23502

D Employer identification number

52-1271901

E Telephone number

G Gross receipts $ 1,646,180,704

F Name and address of principal officer:
DAVID L BERND
6015 POPLAR HALL DRIVE
NORFOLK,VA23502

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.SENTARA.COM

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1982

M State of legal domicile: VA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: AT SENTARA, WE IMPROVE HEALTH EVERY DAY.
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	13
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	539
6	Total number of volunteers (estimate if necessary) .............	6	54
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	4,098,493
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	1,791,337

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	66,189,186	21,133,614
9	Program service revenue (Part VIII, line 2g) .........	64,492,834	71,594,703
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	60,144,524	75,629,132
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	-1,743,504	17,277,276
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	189,083,040	185,634,725
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	19,603,445	1,141,225
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)	60,057,370	63,219,034
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	89,686	45,474
b	Total fundraising expenses (Part IX, column (D), line 25) 530,635
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	40,135,754	47,218,008
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	119,886,255	111,623,741
19	Revenue less expenses. Subtract line 18 from line 12.......	69,196,785	74,010,984
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,082,820,453	2,934,194,179
21	Total liabilities (Part X, line 26).............	1,380,432,581	2,030,510,903
22	Net assets or fund balances. Subtract line 21 from line 20.....	702,387,872	903,683,276

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: WE IMPROVE HEALTH EVERY DAY THROUGH COORDINATING, PROMOTING AND PLANNING FOR THE PROVISION OF HEALTH SERVICES AND THE PROMOTION OF HEALTH, MEDICAL EDUCATION, AND THE SOCIAL, CULTURAL, EDUCATIONAL, AND ECONOMIC DEVELOPMENT OF THE COMMUNITY.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 91,064,845 including grants of $ 1,141,225 ) (Revenue $ 79,056,756 )
	SEE SCHEDULE O.

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses91,064,845

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II Click to see attachment

........

Yes

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III Click to see attachment

............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

............

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions).... Click to see attachment

Yes

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............ Click to see attachment

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III................... Click to see attachment

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see list of attachments

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Yes

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Yes

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................... Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment

28b

Yes

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment

Yes

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

163

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

539

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

CJ
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Yes

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

CORPORATE OFFICERS6015 POPLAR HALL DRNORFOLKVA23502 (757) 455-7020

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(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)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) WILLIAM L ACHENBACH........................................................................ DIRECTOR/TRUSTEE	2.00 .......................3.00	X		0	0	0
(2) DAVID L BERND........................................................................ CEO/DIRECTOR/TRUSTEE	40.00 .......................14.00	X	X	4,981,854	0	326,749
(3) JERRY A BRIDGES........................................................................ DIRECTOR/TRUSTEE (THRU 9/12)	2.00 .......................1.00	X		0	0	0
(4) JOAN P BROCK........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(5) FREDERICK C COBLE........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(6) LAWRENCE G CUMMING........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(7) W ANDREW DICKINSON MD........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(8) DEBORAH M DICROCE........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(9) JACK L EZZELL JR........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(10) ROBERT C FORT........................................................................ DIRECTOR/TRUSTEE/CHAIRMAN	3.00 .......................1.00	X	X	0	0	0
(11) L ALVIN GARRISON JR........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(12) HENRY U HARRIS III........................................................................ DIRECTOR/TRUSTEE/VICE CHAIRMAN	3.00 .......................1.00	X	X	0	0	0
(13) ANN E C HOMAN........................................................................ DIRECTOR/TRUSTEE	2.00 .......................3.00	X		0	0	0
(14) CHARLES F LOVELL JR MD........................................................................ DIRECTOR/TRUSTEE	2.00 .......................2.00	X		0	95,191	0
(15) PETER D PRUDEN III........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0
(16) MARC B SHARP........................................................................ DIR/TRUST/CHAIR (CHAIR THRU 9/12)	3.00 .......................1.00	X	X	1,006	0	0
(17) MARION WALL........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X		0	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(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)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) THOMAS L WOODWARD........................................................................ DIRECTOR/TRUSTEE	2.00 .......................1.00	X			0	0	0
(19) NANCY A BAGRANOFF........................................................................ TRUSTEE (THRU 9/12)	1.00 .......................0.00	X			0	0	0
(20) WILLIAM K BARLOW........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(21) LILLIAN R BEVIER........................................................................ TRUSTEE	1.00 .......................2.00	X			0	0	0
(22) CHARLES R BIRDSONG........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(23) WILLIAM K BUTLER II........................................................................ TRUSTEE	1.00 .......................1.00	X			0	0	0
(24) DIAN T CALDERONE........................................................................ TRUSTEE	1.00 .......................1.00	X			0	0	0
(25) DONALD H CLARK........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(26) RICHARD F CLARK MD........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(27) JAMES CROCKER........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(28) ALLAN G DONN........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(29) PAUL DRESSER........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(30) F DUDLEY FULTON........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(31) DENNIS F GARDNER........................................................................ TRUSTEE (THRU 10/22/12)	1.00 .......................0.00	X			0	0	0
(32) VERNON M GEDDY II........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(33) EDWARD L HAMM JR........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(34) NORMAN HOFFMAN........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(35) MICHAEL S IVES........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(36) JAMES R JOSEPH........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(37) AUBREY L LAYNE JR........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(38) AUBREY E LOVING JR........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(39) MICHAEL D LUBELEY........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(40) JOHN F MALBON........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(41) GARY T MCCOLLUM........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(42) JAMES R MESSNER........................................................................ TRUSTEE	1.00 .......................2.00	X			0	0	0
(43) PAUL V MICHELS........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(44) ROBERT S MILLER III........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(45) R SCOTT MORGAN........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(46) E RAY MURPHY........................................................................ TRUSTEE	1.00 .......................2.00	X			0	0	0
(47) VINCENT A NAPOLITANO........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(48) WESTBROOK J PARKER........................................................................ TRUSTEE (AS OF 10/12)	1.00 .......................0.00	X			0	0	0
(49) ROBIN D RAY........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(50) THOMAS L ROSS........................................................................ TRUSTEE (THRU 9/12)	1.00 .......................0.00	X			0	0	0
(51) C EDWARD RUSSELL JR........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(52) R MICHAEL SORENSEN........................................................................ TRUSTEE	1.00 .......................2.00	X			0	0	0
(53) BARBARA B STOLTZFUS........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(54) RONY THOMAS........................................................................ TRUSTEE	1.00 .......................0.00	X			0	0	0
(55) MARY L BLUNT........................................................................ CORP VP	5.00 .......................40.00		X		0	848,417	174,487
(56) ROBERT A BROERMANN........................................................................ CFO/TREASURER	40.00 .......................10.00		X		1,203,319	0	186,076
(57) MICHAEL M DUDLEY........................................................................ SR VP	10.00 .......................41.00		X		905,211	0	660,683
(58) MICHAEL V GENTRY........................................................................ CORP VP	5.00 .......................41.00		X		0	719,865	94,345
(59) ROBERT L GRAVES........................................................................ CORP VP	5.00 .......................40.00		X		0	659,826	80,070
(60) VICKY G GRAY........................................................................ SR VP	40.00 .......................1.00		X		728,039	0	94,594
(61) HOWARD P KERN........................................................................ COO/PRESIDENT	40.00 .......................12.00		X		3,731,697	0	722,594
(62) JEFFREY P KING........................................................................ VP/SECRETARY/GEN. COUNSEL	40.00 .......................5.00		X		548,806	0	78,912
(63) KENNETH M KRAKAUR........................................................................ SR VP	40.00 .......................9.00		X		979,254	0	84,563
(64) DAVID R MAIZEL MD........................................................................ CORP VP	5.00 .......................40.00		X		0	792,755	108,120
(65) GENEMARIE W MCGEE........................................................................ SYS CHIEF NURSE EXECUTIVE	5.00 .......................40.00		X		0	280,101	154,302
(66) MEGAN R PERRY........................................................................ CORP VP	5.00 .......................40.00		X		657,478	0	202,483
(67) ASHLEY K PROVOST........................................................................ ASSIST SECRETARY	40.00 .......................0.00		X		126,875	0	9,602
(68) BERTRAM S REESE........................................................................ CIO/SR VP	10.00 .......................40.00		X		0	842,203	114,349
(69) MARK A SZALWINSKI........................................................................ CORP VP (THRU 2/12)	5.00 .......................40.00		X		0	382,682	22,025
(70) MICHAEL V TAYLOR........................................................................ SR VP	40.00 .......................0.00		X		766,219	0	119,887
(71) DOUGLAS M THOMPSON........................................................................ CORP VP	40.00 .......................0.00		X		490,727	0	85,937
(72) GARY R YATES MD........................................................................ SR VP/CMO	40.00 .......................10.00		X		1,281,743	0	172,648
(73) GRACE R HINES........................................................................ CORP VP, STRAT SUPPORT/PROG DEV	40.00 .......................1.00			X	430,237	0	172,521
(74) BRUCE S ROBERTSON........................................................................ PRESIDENT, SLCC	5.00 .......................40.00			X	396,550	0	146,420
(75) VIKKI LORENZ........................................................................ VP, CORP FINANCE	40.00 .......................0.00			X	373,450	0	119,041
(76) EDWARD L TORCOM........................................................................ VP, MANAGED CARE CONTR	40.00 .......................0.00			X	341,462	0	50,406
(77) RAYMOND G TROIANO........................................................................ VP/PRESIDENT, SVBGH	40.00 .......................0.00			X	101,361	340,124	75,063

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	18,045,288	4,961,164	4,055,877

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

110

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
KPMG LLPPO BOX 120001 DEPT 0566DALLASTX75312	PROFESSIONAL SVCS	1,855,311
PILOT MEDIAPO BOX 79917BALTIMOREMD212790917	MEDIA ADVERTISING	1,007,339
NATIONAL RESEARCH CORPPO BOX 809030CHICAGOIL606809030	CONSULTANTS	895,718
BDC ADVISORS LLC1221 BRICKELL AVE SUITE 1470MIAMIFL33131	CONSULTANTS	863,854
IPROSPECTCOM INC200 CLARENDON ST 23RD FLOORBOSTONMA02116	MARKETING SERVICES	743,304
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 49

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		20,521,234
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		612,380

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			21,133,614
			Business Code
2a	SUPPORT SERVICES		900099	71,455,140	69,351,829	2,103,311
b	WORKING DESIGN		900099	139,563	135,418	4,145
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			71,594,703
3	Investment income (including dividends, interest, and other similar amounts).......			40,858,852			40,858,852
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	1,495,316,259
b	Less: cost or other basis and sales expenses	1,460,545,979
c	Gain or (loss)	34,770,280
d	Net gain or (loss)..........			34,770,280			34,770,280
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	INTERCO INTEREST CHARGES		900099	7,785,328	7,785,328
b	DEEMED DISTR. FROM CFC		524298	5,604,613			5,604,613
c	SUBPART F INCOME		524298	1,988,832		1,876,715	112,117
d	All other revenue ....			1,898,503	1,784,181	114,322
e	Total. Add lines 11a–11d ......			17,277,276
12	Total revenue. See Instructions......			185,634,725	79,056,756	4,098,493	81,345,862

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

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 governments and organizations in the United States. See Part IV, line 21	932,381	932,381
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	208,844	208,844
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	19,146,956	15,126,095	4,020,861
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	138,671	109,550	29,121
7	Other salaries and wages	33,590,306	26,325,842	6,998,009	266,455
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,692,557	2,903,758	771,885	16,914
9	Other employee benefits .......	3,841,339	3,013,286	801,000	27,053
10	Payroll taxes ...........	2,809,205	2,205,215	586,197	17,793
11	Fees for services (non-employees):
a	Management ......	3,789,173	2,993,447	795,726
b	Legal .........	1,114,518	880,469	234,049
c	Accounting ...........	769,332	607,772	161,560
d	Lobbying ...........	29,519	23,320	6,199
e	Professional fundraising services. See Part IV, line 17	45,474			45,474
f	Investment management fees ......	4,654,233	3,676,844	977,389
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	6,351,307	5,481,301	867,557	2,449
12	Advertising and promotion ....	6,114,181	4,828,993	1,283,656	1,532
13	Office expenses .......	2,627,438	2,031,554	540,033	55,851
14	Information technology ......	860,853	680,074	180,779
15	Royalties ..
16	Occupancy ...........	1,112,982	879,256	233,726
17	Travel ............	801,030	632,814	168,216
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	214,394	169,371	45,023
20	Interest ...........	11,358,407	11,354,266	4,141
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	641,269	506,603	134,666
23	Insurance ..............	1,229,524	971,324	258,200
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	UNRELATED BUSINESS TAX	393,005	393,005
b	RECRUITING EXPENSES	2,794,194	2,207,413	586,781
c	PURCHASED & CONTRACTED	1,853,055	1,393,522	370,430	89,103
d	ORGANIZATIONAL DUES	1,381,890	1,091,693	290,197
e	All other expenses	-872,296	-563,167	-317,140	8,011
25	Total functional expenses. Add lines 1 through 24e	111,623,741	91,064,845	20,028,261	530,635
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).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............				1
2	Savings and temporary cash investments .........			522,842,888	2	607,772,141
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............				4
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 .............			159,232,795	7	155,227,727
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			5,186,587	9	5,693,338
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	19,901,212
b	Less: accumulated depreciation .....	10b	15,171,257	4,757,380	10c	4,729,955
11	Investments—publicly traded securities ..........			1,046,702,125	11	1,267,421,717
12	Investments—other securities. See Part IV, line 11 .....			169,081,674	12	257,481,231
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			175,017,004	15	635,868,070
16	Total assets. Add lines 1 through 15 (must equal line 34)......			2,082,820,453	16	2,934,194,179
17	Accounts payable and accrued expenses .........			150,451,641	17	168,675,335
18	Grants payable .................			2,720,000	18	2,150,000
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............			844,055,175	20	1,335,701,801
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 ..				23
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....................			383,205,765	25	523,983,767
26	Total liabilities. Add lines 17 through 25.........			1,380,432,581	26	2,030,510,903
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			700,814,777	27	901,984,504
28	Temporarily restricted net assets ...........			1,573,095	28	1,698,772
29	Permanently restricted net assets ...........				29
	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 ...........			702,387,872	33	903,683,276
34	Total liabilities and net assets/fund balances ........			2,082,820,453	34	2,934,194,179

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

185,634,725

Total expenses (must equal Part IX, column (A), line 25) ............

111,623,741

Revenue less expenses. Subtract line 2 from line 1 ..............

74,010,984

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

702,387,872

Net unrealized gains (losses) on investments ...............

65,020,017

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

62,264,403

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

903,683,276

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- 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.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

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 that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

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

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	34,121,648	35,320,786	13,489,023	66,189,186	21,133,614	170,254,257
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	34,121,648	35,320,786	13,489,023	66,189,186	21,133,614	170,254,257
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)..						1,036,630
6	Public support. Subtract line 5 from line 4.						169,217,627

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..	34,121,648	35,320,786	13,489,023	66,189,186	21,133,614	170,254,257
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	60,262,969	29,713,824	36,386,851	40,093,753	42,959,801	209,417,198
9	Net income from unrelated business activities, whether or not the business is regularly carried on..	1,379,382	391,523	29,377	866,623	1,182,283	3,849,188
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).						383,520,643

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 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

44.120 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

46.990 %

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ 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) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... 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) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization SENTARA HEALTHCARE

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization SENTARA HEALTHCARE

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
SENTARA HEALTHCARE

Employer identification number

52-1271901

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

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

See separate instructions.

OMB No. 1545-0047

2012

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
Round Bullet

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) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

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

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

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) 2012

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 instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(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) 2012

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? .........................................

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? .......................

Yes

25,000

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

Yes

116,651

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

Yes

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

Yes

198,194

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

339,845

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

Complete this part to 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, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
EXPLANATION OF LOBBYING ACTIVITIES:	PART II-B, LINE 1:	THE ORGANIZATION ENGAGED IN THE DISSEMINATION OF INFORMATION CONCERNING HEALTH CARE LEGISLATION TO EMPLOYEES VIA EMAIL. THE ORGANIZATION IS INVOLVED IN INDIRECT LOBBYING ACTIVITIES THROUGH PAYMENT OF MEMBERSHIP DUES TO VHHA AND AHA. FURTHERMORE, THE ORGANIZATION ENGAGED VECTRE CORPORATION TO MONITOR AND PROVIDE CONSULTATION ON FEDERAL, STATE, AND LOCAL HEALTH CARE LEGISLATION. THE ORGANIZATION ALSO MADE A CONTRIBUTION TO MOVE HAMPTON ROADS, A 501(C)(4) SOCIAL WELFARE ORGANIZATION, TO BE USED IN ITS ADVOCACY EFFORTS FOR LIGHT RAIL EXPANSION IN HAMPTON ROADS.

Schedule C (Form 990 or 990EZ) 2012

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. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

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 contributions to (during year) ...
3	Aggregate 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)

Revenues 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:

Revenues 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) 2012

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? .....................

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 ....	61,588,154	73,911,554	77,901,428	70,232,826	70,961,613
b	Contributions ........	612,380	492,273	324,828	1,592,765	4,830,492
c	Net investment earnings, gains, and losses	9,724,182	-12,427,191	-3,720,513	6,496,683	-5,043,974
d	Grants or scholarships .....	210,000	187,348	157,906	202,741	200,000
e	Other expenditures for facilities and programs ........	285,069	201,134	436,283	218,105	315,305
f	Administrative expenses ....
g	End of year balance ......	71,429,647	61,588,154	73,911,554	77,901,428	70,232,826

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

Board designated or quasi-endowment SchDMd Bullet

97.620 %

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

2.380 %

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. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	2,493,820		2,493,820
b	Buildings ................	4,126,514	3,580,168	546,346
c	Leasehold improvements ............	228,337	221,942	6,395
d	Equipment ................	12,129,778	11,006,824	1,122,954
e	Other .................	922,763	362,323	560,440
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				4,729,955

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. 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) OAKTREE PRINCIPAL OPPORT FD	5,634,050	F
(B) CHASE MULTI STRATEGY	22,905,817	F
(C) AUSTIN CAPITAL	495,425	F
(D) OCM FUND II	1,959,723	F
(E) GOLDMAN SACHS ALT.	337,962	F
(F) UBS TRUMBULL (I)	68,486,406	F
(G) UBS TRUMBULL (II)	32,799,539	F
(H) OAKTREE REAL ESTATE FD IV	9,729,914	F
(I) OCM REAL ESTATE FD V	10,566,243	F
(J) HEALTH ENTERPRISES	1,302,805	F
(K) SANTE HEALTH VENTURES	2,370,633	F
(L) SANTE HEALTH VENTURES II	198,944	F
(M) POINTER OFFSHORE	19,933,379	F
(N) WELLINGTON DIVERSIFIED INV	80,558,368	F
(O) HEALTH ENTERPRISES PARTNERS II	202,023	F
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	257,481,231

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(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. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) BOND ISSUANCE COSTS, NET				5,459,214
(2) OTHER ASSETS				7,330,752
(3) OTHER LONG TERM ASSETS				23,369,135
(4) DUE FROM AFFILIATES				548,598,530
(5) TRUSTEED FUNDS				51,110,439




Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				635,868,070

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		408,424
DUE TO AFFILIATES		5,083,352
OTHER LT LIABILITIES		484,938,744
OTHER CURRENT LIABILITIES		33,553,247






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		523,983,767
2. Fin 48 (ASC 740) Footnote. 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) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
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 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
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

Complete this part to 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.

Identifier	Return Reference	Explanation
DESCRIPTION OF INTENDED USE OF ENDOWMENT FUNDS:	PART V, LINE 4:	INTENDED USES OF ENDOWMENT FUND THE BOARD DESIGNATED ENDOWMENT FUND IS SET ASIDE FOR THE SENTARA FOUNDATION'S USE. THE FOUNDATION ASSISTS THE COMMUNITY WITH FILLING THE HEALTH CARE GAPS, DEVELOPING NEW PROGRAMS, AND BUILDING CONSENSUS AROUND CURRENT HEALTH ISSUES. THE TEMPORARILY RESTRICTED ENDOWMENT FUNDS ARE USED PREDOMINANTLY FOR EDUCATION & RESEARCH, HOSPICE HOUSE, HEART FUNDS AND SENTARA'S HOPE FUND, WHICH IS AN EMERGENCY FINANCIAL RESOURCE FOR SENTARA EMPLOYEES THAT ARE EXPERIENCING CATASTROPHIC HARDSHIP OR LOSS THROUGH NO FAULT OF THEIR OWN.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number

52-1271901

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. 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

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees, agents, and independent contractors in region	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(f) Total expenditures for and investments in region
	CENTRAL AMERICA AND THE CARIBBEAN	0	0	UNRELATED TRADE OR BUSINESS
	CENTRAL AMERICA AND THE CARIBBEAN	0	0	INVESTMENTS	58,698,585
	EUROPE	0	0	INVESTMENTS	337,962














3a	Sub-total .....	0	0		59,036,547
b	Total from continuation sheets to Part I ...	0	0		0
c	Totals (add lines 3a and 3b)	0	0		59,036,547

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

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

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation
CENTRAL AMERICA AND THE CARIBBEAN, UNRELATED TRADE OR BUSINESS	PART I, LINE 3	THE ORGANIZATION OWNS BAY PRIMEX INSURANCE COMPANY, LTD., A CAPTIVE INSURANCE COMPANY WHOSE SOLE ACTIVITY IS THE REINSURANCE, ON A FACULTATIVE BASIS, OF THE CLAIMS-MADE PROFESSIONAL AND MANAGED CARE LIABILITY INSURANCE POLICIES, AND THE OCCURRENCE-BASED GENERAL LIABILITY POLICY ISSUED BY LEXINGTON INSURANCE COMPANY TO THE ORGANIZATION AND ITS RELATED ENTITIES. COVERAGE INCLUDES THE EMPLOYEES OF THE ORGANIZATION, ITS CONTROLLED SUBSIDIARIES, ITS AFFILIATED JOINT VENTURES, CERTAIN PHYSICIANS ON THE MEDICAL STAFF OF ITS RELATED FACILITIES, AND SOME NON-EMPLOYED PHYSICIANS. PROVISION OF INSURANCE TO NON-EMPLOYED PHYSICIANS IS CONSIDERED AN UNRELATED TRADE OR BUSINESS AND IS REPORTED AS SUCH ON FORM 990 PART VIII LINE 11.

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part. right arrow

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number

52-1271901

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If “Yes,” list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	CORPORATE DEVELOPMINT 4000 FABER PLACE DR CHARLESTON, SC294058585	CONSULTING		No	764,631	45,474	719,157









Total .................					764,631	45,474	719,157

List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration or licensing.

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2012

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

			(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
	1	Gross receipts . . .
	2	Less: Contributions . .
	3	Gross income (line 1 minus line 2) . . .
	4	Cash prizes . . .
	5	Noncash prizes . .
	6	Rent/facility costs . .
	7	Food and beverages .
	8	Entertainment . . .
	9	Other direct expenses .
	10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
	11	Net income summary. Combine line 3, column (d), and line 10. ..........

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes
	No

	Yes
	No

	Yes
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Combine lines 1 and 7 in column (d) .......... right arrow

Enter the state(s) in which the organization operates gaming activities:

Is the organization licensed to operate gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2012

Page 3

Does the organization operate gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activity operated in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

$ .

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	Return Reference	Explanation
FUNDRAISING ADDITIONAL INFORMATION	PART I, LINE 2B	AS THE PARENT ORGANIZATION, SENTARA HEALTHCARE PERFORMS FUNDRAISING ACTIVITIES FOR ALL OF ITS 501(C)(3) SUBSIDIARIES. CONTRIBUTIONS RAISED ARE REPORTED ON THE APPLICABLE FORM 990, DEPENDING ON DONOR SPECIFICATIONS.

Schedule G (Form 990 or 990-EZ) 2012

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

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number
52-1271901

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 Governments and Organizations in the United States. 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 Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) ACCESS PARTNERSHIP P O BOX 41093 NORFOLK,VA23541	20-1830252	501(C)(3)	110,000	HEALTHCARE ACCESS TO UNDERINSURED
(2) AMERICAN DIABETES ASSOCIATION 1701 NORTH BEAUREGARD ST ALEXANDRIA,VA22311	13-1623888	501(C)(3)	7,600	DIABETES RESEARCH AND SERVICES
(3) AMERICAN HEART ASSOCIATION 500 E PLUM ST STE 110 NORFOLK,VA23510	13-5613797	501(C)(3)	10,250	CARDIOVASCULAR DISEASE RESEARCH FUNDING
(4) ARC OF THE VIRGINIA PENINSULA INC 2520 58TH STREET HAMPTON,VA23661	54-0802199	501(C)(3)	5,800	JOBS FOR THE DISABLED
(5) BEACH HEALTH CLINIC 3396 HOLLAND RD STE 102 VIRGINIA BEACH,VA23452	54-1366960	501(C)(3)	25,000	PHARMACY SERVICES FOR INDIGENT
(6) BOYS AND GIRLS CLUBS 11825 ROCK LANDING DRIVE CHESAPEAKE BUILDING STE B NEWPORT NEWS,VA23606	54-0538202	501(C)(3)	22,400	INSPIRE AND ENABLE YOUNG PEOPLE
(7) CATHOLIC CHARITIES OF EASTERN VA 5361 A VIRGINIA BEACH BLVD VIRGINIA BEACH,VA23462	54-0505879	501(C)(3)	23,000	MENTAL HEALTH SERVICES
(8) CHESAPEAKE CARE INC 2145 S MILITARY HWY CHESAPEAKE,VA23320	54-1642754	501(C)(3)	25,000	HEALTHCARE FOR UNINSURED
(9) CHESP HEALTH INVESTMENT PROGRAM 1302 JEFFERSON ST CHESAPEAKE,VA23324	54-1893166	501(C)(3)	15,500	CASE MANAGEMENT TO PRENATAL HISPANICS
(10) COMMUNITY FREE CLINIC OF NEWPORT NEWS 727 25TH STREET NEWPORT NEWS,VA23607	27-3510814	501(C)(3)	15,000	NEW CLINIC CONTRIBUTION
(11) FORKIDS INC P O BOX 6044 NORFOLK,VA23508	54-1477799	501(C)(3)	25,000	HEALTHCARE FOR HOMELESS SHELTER
(12) GHENT AREA MINISTRY 1301 COLONIAL AVENUE STE 2 NORFOLK,VA23517	26-0082182	501(C)(3)	10,300	RESOURCES AND FINANCIAL AID FOR THE POOR
(13) GLOUCESTER-MATHEWS FREE CLINIC 2276 GEORGE WASHINGTON MEM HWY HAYES,VA23072	54-1875619	501(C)(3)	11,750	HEALTHCARE FOR INDIGENTS
(14) H E L P INC P O BOX 190 HAMPTON,VA23669	54-1209213	501(C)(3)	10,000	DENTAL CARE FOR INDIGENTS
(15) INSTITUTE FOR DIVERSITY IN HEALTH MANAGEMENT 155 N WACKER DRIVE STE 400 CHICAGO,IL60606	58-2094118	501(C)(3)	10,000	EXPAND HEALTHCARE LEADERSHIP OPPORTUNITIES FOR MINORITIES
(16) JUNIOR ACHIEVEMENT 6387 CENTER DRIVE SUITE 3 NORFOLK,VA23502	54-0799839	501(C)(3)	10,000	TEACH ECONOMICS TO YOUNG PEOPLE
(17) LACKEY FREE CLINIC 1620 OLD WILLIAMSBURG RD YORKTOWN,VA23690	54-1850915	501(C)(3)	12,500	HEALTHCARE FOR INDIGENTS
(18) LEE'S FRIENDS 7400 HAMPTON BLVD RM 201 NORFOLK,VA23505	54-1533488	501(C)(3)	7,500	EMOTIONAL SUPPORT FOR CANCER PATIENTS AND FAMILIES
(19) MARCH OF DIMES 860 GREENBRIER CIRCLE STE 502 CHEASPEAKE,VA23320	13-1846366	501(C)(3)	10,000	MARCH FOR BABIES
(20) MARY BUCKLEY FOUNDATION 3808 C VIRGINIA BEACH BLVD VIRGINIA BEACH,VA23452	20-3609232	501(C)(3)	8,000	BRAIN INJURY SURVIVORS
(21) MOVE HAMPTON ROADS 101 W MAIN ST STE 430 NORFOLK,VA23510	20-4209277	501(C)(4)	25,000	LIGHT RAIL ADVOCACY
(22) NEPTUNE FESTIVAL 265 KINGS GRANT ROAD STE 102 VIRGINIA BEACH,VA23452	52-1372330	501(C)(3)	25,000	COMMUNITY ENJOYMENT AND ENRICHMENT
(23) OFFICE OF HUMAN AFFAIRS - CITY OF NEWPORT NEWS 2410 WICKHAM AVENUE NEWPORT NEWS,VA23607	23-7014485	501(C)(3)	15,000	PREGNANCY OUTCOMES
(24) OLDE TOWN MEDICAL CTR 5249 OLDE TOWNE RD STE D WILLIAMSBURG,VA23188	54-1663905	501(C)(3)	12,500	PEDIATRIC DENTAL SERVICES
(25) PARK PLACE HEALTH AND DENTAL CLINIC 606 W 29TH ST NORFOLK,VA23503	54-1626757	501(C)(3)	12,500	HEALTHCARE
(26) PENINSULA INST FR COMMUNITY HLTH 4714 MARSHALL AVE NEWPORT NEWS,VA23607	54-1083954	501(C)(3)	15,000	PEDIATRIC HEALTHCARE FOR INDIGENTS
(27) PIN MINISTRY 503 15TH STREET VIRGINIA BEACH,VA23451	41-2126841	501(C)(3)	15,000	RESOURCES FOR THE POOR
(28) HAMPTON ROADS COMMUNITY HEALTH CENTER INC 664 LINCOLN ST PORTSMOUTH,VA23704	54-1626757	501(C)(3)	83,000	HEALTHCARE ACCESS FOR INDIGENTS
(29) PROJECT CARE 416 J CLYDE MORRIS BOULEVARD NEWPORT NEWS,VA23601	27-3518508	501(C)(3)	8,000	HEALTHCARE FOR UNINSURED
(30) RX PARTNERSHIP 2924 EMERYWOOD PKWY STE 300 RICHMOND,VA23294	57-1186937	501(C)(3)	15,000	ACCESS TO FREE MEDICATION
(31) SETON YOUTH SHELTERS 3333 VIRGINIA BEACH BLVD STE 28 VIRGINIA BEACH,VA23452	54-1250483	501(C)(3)	15,000	HIGH-RISK TEEN MENTAL HEALTHCARE
(32) ST COLUMBA ECUMENICAL MINISTRIES 2414 LAFAYETTE BLVD NORFOLK,VA23509	54-1394797	501(C)(3)	12,000	PRESCRIPTIONS
(33) THOMAS NELSON COMMUNITY COLLEGE EDUCATIONAL FOUNDATION 99 THOMAS NELSON DRIVE HAMPTON,VA23666	54-1217532	501(C)(3)	50,000	ENHANCE NURSING PROGRAM FOR OBSTETRICS
(34) UNION MISSION MINISTRIES P O BOX 3203 NORFOLK,VA23514	54-0506427	501(C)(3)	30,000	HEALTHCARE FOR HOMELESS
(35) UNITED WAY GREATER WILLIAMSBURG 312 WALLER MILL ROAD SUITE 100 WILLIAMSBURG,VA23185	54-0844073	501(C)(3)	8,250	SPONSORSHIP
(36) UNITED WAY OF SOUTH HAMPTON ROADS 2515 WALMER ROAD PO BOX 41069 NORFOLK,VA23513	54-0506322	501(C)(3)	15,250	SPONSORSHIP
(37) UNITED WAY OF THE VA PENINSULA 739 THIMBLE SHOALS BLVD SUITE 400 NEWPORT NEWS,VA23606	54-0535602	501(C)(3)	9,500	SPONSORSHIP
(38) UP CENTER 222 W 19TH ST NORFOLK,VA23517	54-0674774	501(C)(3)	10,000	MENTORING PROGRAM FOR AT RISK YOUTH
(39) VA SUPPORTIVE HOUSING P O BOX 8585 RICHMOND,VA23226	54-1444564	501(C)(3)	25,000	CASE MANAGEMENT FOR HOMELESS
(40) VIRGINIA ASSOCIATION OF FREE CLINICS 711 MOOREFIELD PARK DR STE C RICHMOND,VA23226	54-1802019	501(C)(3)	7,500	HEALTHCARE FOR LOW-INCOME AND UNINSURED
(41) WESTERN TIDEWATER FREE CLINIC 2019 MEADE PKWY SUFFOLK,VA23434	26-3302837	501(C)(3)	12,500	PROVIDE DENTAL PROGRAM ACCESS
(42) WILLIAM AND MARY ATHLETIC EDUCATIONAL FOUNDATION P O BOX 399 WILLIAMSBURG,VA23187	54-6056480	501(C)(3)	13,000	FUNDING FOR ATHLETIC SCHOLARSHIPS
(43) YWCA OF SOUTH HAMPTON ROADS 5215 COLLEY AVENUE NORFOLK,VA23508	54-0506491	501(C)(3)	10,000	WOMEN IN CRISIS CHILD CARE

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) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. 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
(1) MORTGAGE PAYMENTS	17	24,146
(2) RENT	106	125,371
(3) UTILITIES	120	41,988
(4) FOOD	82	16,050
(5) TEMPORARY LODGING	1	1,038
(6) HOUSEHOLD ITEMS	1	250

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
PROCEDURE FOR MONITORING GRANTS IN THE U.S.:	PART I, LINE 2:	SCHEDULE I, PART I, LINE 2: PROCEDURES FOR MONITORING USE OF GRANTS FUNDS IN U.S. THE SENTARA HEALTH FOUNDATION, A DIVISION OF THE ORGANIZATION, IS RESPONSIBLE FOR AWARDING AND MONITORING THE USE OF GRANT AND SPONSORSHIP FUNDS DONATED TO OTHER ORGANIZATIONS IN THE COMMUNITY WHO SHARE THE SAME MISSION AS THE ORGANIZATION: IMPROVING HEALTH EVERYDAY THROUGH THE PROVISION OF HEALTH SERVICES, AND THE PROMOTION OF HEALTH, MEDICAL EDUCATION, AND THE SOCIAL, CULTURAL, EDUCATIONAL, AND ECONOMIC DEVELOPMENT OF THE COMMUNITY. COMMUNITY RECOGNITION GRANTS ARE AWARDED ANNUALLY BY THE FOUNDATION'S GRANT COMMITTEE TO OTHER 501(C)(3) ORGANIZATIONS WITHIN THE COMMUNITY AFTER A RIGOROUS APPLICATION AND REVIEW PROCESS. ONCE AWARDED, THE GRANTS ARE DISTRIBUTED THE FOLLOWING YEAR IN TWO PAYMENTS - AT THE BEGINNING OF THE YEAR, THEN AFTER AN INTERIM REPORT HAS BEEN FILED WITH THE FOUNDATION. THE INTERIM REPORT MUST INCLUDE THE GRANT OBJECTIVES, ANY CHANGES IN STATUS OF THE ORGANIZATION'S 501(C)(3) STATUS, DETAILS OF THE GRANT OUTCOMES TO DATE AND COMPLIANCE WITH SUBMITTED FINANCIAL BUDGET. GRANTEES ARE REQUIRED TO SUBMIT WITH THE REPORT A DETAILED LISTING OF MEASUREMENTS INCLUDING THE NUMBER OF PEOPLE SERVED AND INCOME LEVELS. FURTHER, A PLAN OF PROGRAM SUSTAINABILITY MUST BE COMPLETED TO PROMOTE THE INITIATIVE'S GOALS FOR THE FUTURE. COMMUNITY BENEFIT SPONSORSHIPS ARE AWARDED QUARTERLY BASED ON THE RECOMMENDATION OF THE FOUNDATION'S SPONSORSHIP REVIEW COMMITTEE. APPLICANTS MUST SUBMIT A PROPOSAL IN WRITING DEMONSTRATING HOW FUNDS WILL BE USED TO IMPROVE THE HEALTH STATUS OF THE COMMUNITY. SPONSORSHIPS ARE GENERALLY AWARDED TO OTHER 501(C)(3) ORGANIZATIONS WITH ACTIVE COMMUNITY BOARDS WHO OVERSEE THE EXPENDITURE OF SUCH FUNDS. THE SENTARA HEALTH FOUNDATION ALSO ADMINISTERS THE H.O.P.E. (HELPING OVERCOME PERSONAL EMERGENCY) FUND, A PROGRAM FOR EMPLOYEES OF THE SENTARA HEALTHCARE SYSTEM WHO ARE IN NEED OF EMERGENCY ASSISTANCE. THIS PROGRAM IS FUNDED BY DONATIONS FROM EMPLOYEES AND MANAGED BY THE PLANNING COUNCIL, A HUMAN SERVICES AGENCY USED TO PROCESS ALL H.O.P.E. FUND APPLICATIONS TO MAINTAIN CONFIDENTIALITY. EMPLOYEES WHO EXPERIENCE CATASTROPHIC EVENTS THROUGH NO FAULT OF THEIR OWN SUCH AS FIRE, DEATH IN THE FAMILY, FLOODING, HURRICANE, TORNADO, CURRENT PERSONAL ILLNESS OR SERIOUS PERSONAL FAMILY ILLNESS THAT RESULT IN HARDSHIP MAY APPLY FOR ASSISTANCE. APPLICANTS MUST COMPLETE A 3-PAGE APPLICATION FORM. APPLICANTS SUBMIT THESE FORMS ALONG WITH THEIR LATEST PAY STUB, COPIES OF THE BILLS BEING SUBMITTED FOR PAYMENT, AND OFFICIAL DOCUMENTATION OF THE CATASTROPHIC EVENT. THE PLANNING COUNCIL THEN INTERVIEWS THE APPLICANT AND DETERMINES IF THE GUIDELINES ARE MET FOR ASSISTANCE. IN THE EVENT OF A NATURAL DISASTER, APPLICANTS MUST FIRST APPLY TO OTHER EMERGENCY ASSISTANCE PROGRAMS, SUCH AS THE AMERICAN RED CROSS, SALVATION ARMY, OR F.E.M.A., BEFORE BECOMING ELIGIBLE FOR ASSISTANCE FROM THE H.O.P.E. FUND. A REVIEW COMMITTEE EVALUATES EACH APPLICATION AND DETERMINES ASSISTANCE LEVELS BASED ON DOCUMENTED,APPROPRIATE NEED. FUNDS MAY ONLY BE USED TO PAY EXISTING BILLS OR ANTICIPATED EXTRAORDINARY EXPENSES RELATED TO A CATASTROPHIC EVENT. BILLS THAT ARE NOT NECESSARY FOR THE PRESERVATION OF DAILY LIVING, INCLUDING NON-ESSENTIAL UTILITIES (I.E., WIRELESS PHONES, CABLE TV, ETC.), ARE NOT COVERED. PAYMENTS ARE MADE DIRECTLY TO SERVICE PROVIDERS RATHER THAN TO INDIVIDUAL RECIPIENTS. FUNDS ARE ONLY DISTRIBUTED PROVIDED ADEQUATE EMPLOYEE DONATIONS HAVE BEEN MADE BY EMPLOYEES FOR EMPLOYEES. ASSISTANCE IS PROVIDED AS THE AVAILABILITY OF FUNDS PERMIT; DECISIONS ARE MADE IN THE ORDER IN WHICH COMPLETED APPLICATIONS REQUESTS ARE RECEIVED. ASSISTANCE FOR AN INDIVIDUAL EMPLOYEE IS LIMITED TO ONCE PER 12-MONTH PERIOD AND TYPICALLY DOES NOT EXCEED $2,000. DURING 2012, 154 INDIVIDUAL EMPLOYEES WERE ASSISTED BY THE HOPE FUND.

Schedule I (Form 990) 2012

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, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

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 officers,
directors, trustees, and 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) and 501(c)(4) organizations only 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) 2012

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 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)	(F) Compensation reported as deferred in prior Form 990
(1)DAVID L BERNDCEO/DIRECTOR/TRUSTEE	(i) (ii)	1,088,008 0	1,480,853 0	2,412,993 0	307,098 0	19,651 0	5,308,603 0	451,083 0
(2)MARY L BLUNTCORP VP	(i) (ii)	0 420,265	0 347,071	0 81,081	0 159,920	0 14,567	0 1,022,904	0 31,174
(3)ROBERT A BROERMANNCFO/TREASURER	(i) (ii)	603,224 0	570,022 0	30,073 0	169,154 0	16,922 0	1,389,395 0	75,162 0
(4)MICHAEL M DUDLEYSR VP	(i) (ii)	433,267 0	441,731 0	30,213 0	648,954 0	11,729 0	1,565,894 0	54,701 0
(5)MICHAEL V GENTRYCORP VP	(i) (ii)	0 416,727	0 299,644	0 3,494	0 89,216	0 5,129	0 814,210	0 33,234
(6)ROBERT L GRAVESCORP VP	(i) (ii)	0 317,572	0 285,652	0 56,602	0 68,073	0 11,997	0 739,896	0 26,331
(7)VICKY G GRAYSR VP	(i) (ii)	342,405 0	330,063 0	55,571 0	72,374 0	22,220 0	822,633 0	42,669 0
(8)HOWARD P KERNCOO/PRESIDENT	(i) (ii)	745,300 0	876,468 0	2,109,929 0	707,467 0	15,127 0	4,454,291 0	1,341,894 0
(9)JEFFREY P KINGVP/SECRETARY/GEN. COUNSEL	(i) (ii)	379,944 0	167,174 0	1,688 0	58,956 0	19,956 0	627,718 0	18,906 0
(10)KENNETH M KRAKAURSR VP	(i) (ii)	439,315 0	451,965 0	87,974 0	69,660 0	14,903 0	1,063,817 0	59,037 0
(11)DAVID R MAIZEL MDCORP VP	(i) (ii)	0 392,734	0 331,909	0 68,112	0 90,436	0 17,684	0 900,875	0 29,455
(12)GENEMARIE W MCGEESYS CHIEF NURSE EXECUTIVE	(i) (ii)	0 193,394	0 85,954	0 753	0 135,044	0 19,258	0 434,403	0 11,698
(13)MEGAN R PERRYCORP VP	(i) (ii)	366,138 0	267,955 0	23,385 0	186,592 0	15,891 0	859,961 0	25,723 0
(14)BERTRAM S REESECIO/SR VP	(i) (ii)	0 380,324	0 382,075	0 79,804	0 96,342	0 18,007	0 956,552	0 47,533
(15)MARK A SZALWINSKICORP VP (THRU 2/12)	(i) (ii)	0 56,611	0 301,566	0 24,505	0 7,500	0 14,525	0 404,707	0 36,105
(16)MICHAEL V TAYLORSR VP	(i) (ii)	369,300 0	384,883 0	12,036 0	103,631 0	16,256 0	886,106 0	46,151 0
(17)DOUGLAS M THOMPSONCORP VP	(i) (ii)	243,118 0	199,095 0	48,514 0	68,567 0	17,370 0	576,664 0	20,330 0
(18)GARY R YATES MDSR VP/CMO	(i) (ii)	491,485 0	569,420 0	220,838 0	136,361 0	36,287 0	1,454,391 0	136,794 0
(19)GRACE R HINESCORP VP, STRAT SUPPORT/PROG DEV	(i) (ii)	251,076 0	143,438 0	35,723 0	160,808 0	11,713 0	602,758 0	14,225 0
(20)BRUCE S ROBERTSONPRESIDENT, SLCC	(i) (ii)	209,347 0	108,026 0	79,177 0	137,229 0	9,191 0	542,970 0	67,978 0
(21)VIKKI LORENZVP, CORP FINANCE	(i) (ii)	251,385 0	115,969 0	6,096 0	115,308 0	3,733 0	492,491 0	14,955 0
(22)EDWARD L TORCOMVP, MANAGED CARE CONTR	(i) (ii)	217,630 0	123,217 0	615 0	31,276 0	19,130 0	391,868 0	0 0
(23)RAYMOND G TROIANOVP/PRESIDENT, SVBGH	(i) (ii)	0 189,588	0 112,736	101,361 37,800	0 67,040	0 8,023	101,361 415,187	0 23,559

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to 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.

Identifier	Return Reference	Explanation
	PART I, LINE 1A	RELEVANT INFORMATION REGARDING COMPENSATION BENEFITS CHARTER TRAVEL WAS PROVIDED TO CERTAIN BOARD MEMBERS AND OFFICERS OF THE ORGANIZATION IN CONNECTION WITH BUSINESS PURPOSES ONLY AND WAS NOT INCLUDABLE IN TAXABLE INCOME. FIRST CLASS TRAVEL WAS ALSO PROVIDED TO THE CEO ON A BUSINESS TRIP DUE TO THE LENGTH OF THE FLIGHT, IN ORDER TO ACCOMMODATE HIS CONDUCTING OF BUSINESS WHILE IN-FLIGHT. THE ORGANIZATION PROVIDED A GROSS-UP PAYMENT ON A TAXABLE GIFT TO THE ORGANIZATION'S DEPARTING CHAIRMAN, THEREBY CREATING ADDITIONAL COMPENSATION WHICH WAS REPORTED ON FORM 1099-MISC.
	PART I, LINES 4A-B	RECEIVED SEVERANCE, SUPPLEMENTAL NQ RETIREMENT, EQUITY RAYMOND TROIANO, CURRENT HIGHEST COMPENSATED EMPLOYEE, RECEIVED $101,361 IN COMPENSATION RELATED TO HIS SEPARATION FROM SERVICE. THIS AMOUNT HAS BEEN INCLUDED IN COLUMN (B)(III) OF SCHEDULE J, PART II. HOWARD KERN AND MICHAEL DUDLEY PARTICIPATED IN THE SENTARA SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. PARTICIPATION IN THE PLAN IS LIMITED TO SELECT INDIVIDUALS AS APPROVED BY THE ORGANIZATION'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. THE PLAN IS CURRENTLY CLOSED TO ADDITIONAL MEMBERS. VESTING OCCURS UPON THE COMPLETION OF A TWO YEAR NON-COMPETE PERIOD FOLLOWING TERMINATION AFTER EARLY RETIREMENT DATE OR UPON DEATH. EARLY RETIREMENT DATE IS WHEN THE EXECUTIVE OBTAINS AT LEAST AGE 55 AND HAS 10 YEARS OF SERVICE AND BENEFITS ARE FORFEITED IF PARTICIPANT LEAVES PRIOR TO AGE 55 WITH 10 YEARS OF SERVICE. DAVID BERND PARTICIPATED IN AN INDIVIDUAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. VESTING OCCURS EACH DECEMBER 31 AND THE PRESENT VALUE OF THE ADDITIONAL ACCRUAL IS DISTRIBUTED IN A TAXABLE LUMP SUM. FOR 2012, MR. BERND RECEIVED A TOTAL LUMP SUM DISTRIBUTION OF $2,149,953. THIS AMOUNT HAS BEEN REPORTED IN COLUMN(B)(III) OF SCHEDULE J, PART II. DAVID BERND, HOWARD KERN, AND MICHAEL DUDLEY PARTICIPATED IN THE SENTARA OPTION PLAN FOR EXECUTIVES. THIS PLAN IS UNRELATED TO "EQUITY" OF THE EMPLOYER. PARTICIPATION IS LIMITED TO SELECT INDIVIDUALS AS APPROVED BY THE ORGANIZATION'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. VESTING IS DETERMINED BY THE GOVERNING BOARD OF THE ORGANIZATION AND IS SEPARATELY STATED IN EACH PARTICIPANT'S OPTION AGREEMENT. THERE WERE NO OPTIONS GRANTED AFTER 2002. DURING 2012, HOWARD KERN RECEIVED $1,599,005 UPON EXERCISE OF OPTIONS GRANTED UNDER THE PLAN. THIS AMOUNT HAS BEEN REPORTED IN COLUMN(B)(III) OF SCHEDULE J, PART II. DAVID BERND, HOWARD KERN, MICHAEL DUDLEY, MARY BLUNT, ROBERT BROERMANN, MICHAEL GENTRY, ROBERT GRAVES, VICKY GRAY, KENNETH KRAKAUR, BERTRAM REESE, MARK SZALWINSKI, MICHAEL TAYLOR, DOUGLAS THOMPSON, GARY YATES, M.D., GRACE HINES, DAVID MAIZEL, M.D., MEGAN PERRY, BRUCE ROBERTSON, RAYMOND TROIANO, M.D., AND JEFFREY KING PARTICIPATED IN THE SENTARA CAPITAL ACCUMULATION ACCOUNT PLAN. PARTICIPATION IS LIMITED TO A SELECT GROUP OF CORPORATE EXECUTIVES AS APPROVED BY THE ORGANIZATION'S BOARD OF DIRECTOR'S COMPENSATION COMMITTEE. TERMS OF THE PLAN CHANGED EFFECTIVE JANUARY 1, 2009, WHEREBY VESTING OF CONTRIBUTIONS MADE ON OR AFTER THAT DATE NOW OCCURS ON THE EARLIER OF FIVE YEARS FOR EACH YEARS' CONTRIBUTIONS OR AGE 55 WITH 10 YEARS OF SERVICE. UNDER THE OLD TERMS, VESTING OF CONTRIBUTIONS MADE PRIOR TO JANUARY 1, 2009 OCCURS ON THE EARLIEST OF ASSIGNED DISTRIBUTION DATE, DEATH, INVOLUNTARY TERMINATION WITHOUT CAUSE OR COMPLETION OF TWO-YEAR NON-COMPETE AFTER VOLUNTARY TERMINATION (REGARDLESS OF ORIGINAL ASSIGNED DISTRIBUTION DATE). DURING 2012, THE FOLLOWING CORPORATE EXECUTIVES RECEIVED VESTED DISTRIBUTIONS UNDER THE PLAN: DAVID BERND ($221,782); MARY BLUNT ($57,134); MICHAEL DUDLEY ($8,584); ROBERT GRAVES ($44,820); VICKY GRAY ($48,420); GRACE HINES ($28,270); HOWARD KERN ($495,665); KENNETH KRAKAUR ($73,122); DAVID MAIZEL, M.D. ($55,710); BERTRAM REESE ($53,938); BRUCE ROBERTSON ($70,189); MARK SZALWINSKI ($21,280); DOUGLAS THOMPSON ($34,605); RAYMOND TROIANO, M.D. ($10,649); AND GARY YATES, M.D. ($136,904). THESE AMOUNTS HAVE BEEN REPORTED IN COLUMN(B)(III) OF SCHEDULE J, PART II.
	PART I, LINE 7	NON-FIXED PAYMENTS NOT LISTED DURING 2012, THE ORGANIZATION MADE NON-FIXED PAYMENTS OF COMPENSATION UNDER THE FOLLOWING INCENTIVE PROGRAMS: ANNUAL INCENTIVE PROGRAM - EXECUTIVES AND SENIOR LEADERS ARE ELIGIBLE FOR ANNUAL AWARDS BASED ON SYSTEM AND INDIVIDUAL PERFORMANCE. BOTH SYSTEM AND INDIVIDUAL SCORES ARE DETERMINED AFTER YEAR-END, AT WHICH POINT AWARDS MAY BE PAID AND REPORTED AS COMPENSATION. TARGET AND MAXIMUM OPPORTUNITIES VARY BY LEVEL. TOP HAT - WITHIN THE ANNUAL INCENTIVE PROGRAM, EXECUTIVES AND SENIOR LEADERS MAY RECEIVE ADDITIONAL INCENTIVE PAY TO REWARD EXCEPTIONAL INDIVIDUAL PERFORMANCE. LONG TERM INCENTIVE PROGRAM - EXECUTIVES AND SENIOR LEADERS ARE ELIGIBLE FOR LONG-TERM INCENTIVE AWARDS BASED ON ACHIEVING SYSTEM MISSION AND STRATEGIC IMPERATIVES AND VALUES IN THE AREAS OF FINANCIAL PERFORMANCE, PATIENT SAFETY, CLINICAL QUALITY, AND OTHER KEY METRICS OVER 3-YEAR PERIODS. AWARD OPPORTUNITIES VARY BY LEVEL. A NEW 3-YEAR CYCLE BEGINS EACH YEAR. FOR FORM 990 PURPOSES, ESTIMATED ANNUAL EARNINGS UNDER EACH ACTIVE CYCLE ARE REPORTED AS DEFERRED COMPENSATION IN THE YEAR EARNED; AND ACTUAL EARNINGS FOR EACH 3-YEAR CYCLE ARE REPORTED AS INCENTIVE COMPENSATION IN THE YEAR PAID. KEY CONTRIBUTOR AWARDS - REWARDS EXCEPTIONAL INDIVIDUALS OR TEAMS FOR SIGNIFICANT CONTRIBUTION AND RESULTS AS RECOGNIZED BY BUSINESS UNITS. PERFORMANCE PLUS - ELIGIBLE FULL-TIME AND PART-TIME EMPLOYEES NOT COVERED UNDER ANOTHER INCENTIVE PLAN MAY EARN ADDITIONAL COMPENSATION IF THEIR BUSINESS UNIT MEETS FINANCIAL, SAFETY, QUALITY AND CUSTOMER SERVICE GOALS, AND THE SYSTEM NET OPERATING MARGIN GOAL HAS BEEN MET. INDIVIDUAL PAYOUT IS BASED ON JOB CLASSIFICATION, BUSINESS UNIT GOAL SUCCESS AND PERCENTAGE OF POOL AVAILABLE FOR DISTRIBUTION. GOALS AND THE PERCENTAGE OF POOL AVAILABLE FOR DISTRIBUTION ARE DETERMINED AFTER YEAR-END, AT WHICH POINT AWARDS MAY BE PAID AND REPORTED AS COMPENSATION.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number
52-1271901

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	EDA OF ALBEMARLE COUNTY VA	52-1297503	012677CE8	09-25-2003	34,192,283	CURRENT REFUND SERIES 1993 BONDS	X			X		X
B	EDA OF ALBEMARLE COUNTY VA	52-1297503	012663AD2	10-30-2008	160,795,000	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
C	IDA OF THE CITY OF HARRISONBURG VA	54-2000436	415669BN9	12-28-2006	196,167,653	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
D	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		11-28-2011	75,000,000	MODIFICATION OF THE SERIES 2010 BONDS		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		12-14-2011	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-04-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-20-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445		07-16-2003	53,100,000	FINANCING FOR CAPITAL AND FIXED ASSETS		X		X		X
	EDA THE CITY OF SUFFOLK	54-1131047	86481QAA7	06-25-2008	156,615,000	REFUNDED BONDS ISSUED OCTOBER 2006		X		X		X
	VA SMALL BUSINESS FINANCING AUTHORITY	54-1300845	928105AV7	01-28-2010	296,243,684	REFUND PRIOR BONDS AND FUND NEW PROJECT		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAL3	03-03-2010	132,480,000	REFUNDED SERIES 2009B&C		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAN9	04-26-2012	68,890,000	REFUNDED SERIES 2009A BONDS		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588NBB7	05-16-2012	163,163,080	REF. POTOMAC 2003 & MARTHA JEFFERSON 2002 AND FINANCE NEW PROJECTS		X		X		X
	IDA OF THE COUNTY OF PRINCE WILLIAM VA	52-1325659	74175HCP9	12-18-2003	50,631,054	FINANCING FOR NEW ACUTE CARE FACILITY	X			X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	14,970,000		27,055,000		1,995,000		1,724,138
2 Amount of bonds legally defeased . . . . . . . . . . .	19,100,000		45,700,000
3 Total proceeds of issue . . . . . . . . . . . . . .	35,978,004		160,910,240		216,008,765		75,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .	21,112,959		21,112,959
6 Proceeds in refunding escrows . . . . . . . . . . . .	45,604,414
7 Issuance costs from proceeds . . . . . . . . . . . .	472,703		1,424,688		1,339,016
8 Credit enhancement from proceeds . . . . . . . . . . .	199,290		199,290		4,253,886
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	137,794,478		137,794,478		195,189,648		53,100,000
11 Other spent proceeds . . . . . . . . . . . . . .	32,045,259		10,000,000		12,682,735		75,000,000
12 Other unspent proceeds . . . . . . . . . . . . . .	3,460,041		378,825		2,543,479
13 Year of substantial completion . . . . . . . . . . . .	2003		2011		2010		2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X			X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X			X		X	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X				X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X	X			X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X	X			X		X
b Exception to rebate? . . . . . . . .		X		X	X		X
c No rebate due? . . . . . . . . . .	X			X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X			X	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X	X			X		X
b Name of provider . . . . . . . . .	UBS AG		UBS AG		SUNTRUST BANK
c Term of hedge . . . . . . . . . .	4.500000000000		4.500000000000		5.100000000000
d Was the hedge superintegrated? . . . . . .		X		X		X
e Was a hedge terminated? . . . . . . .	X		X			X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .	X			X	X			X
b Name of provider . . . . . . . . .	WACHOVIA BANK		AIGMFC		MORGAN STANLEY & CO
c Term of GIC . . . . . . . . . .	8.900000000000		9.600000000000
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .	X		X		X
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X	X		X			X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
ENTITY 1, ISSUER A, PART I:		ISSUER WAS PREVIOUSLY INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA.
ENITTY 1, ISSUER B, PART I:		ISSUER NAME IS INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE, VIRGINIA.
ENTITY 1, ISSUER A:	SERIES 2003 (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 2 - SERIES 2003 BONDS DEFEASED ON 6/19/12. SENTARA ESTABLISHED ESCROW FUND WITH EQUITY AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND. SERIES 2003 BONDS MATURING ON 10/1/12 - 10/1/13 WILL BE REDEEMED BY THE 2012 ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/14 - 10/1/20 WILL BE CALLED FOR REDEMPTION ON 10/1/13. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE DEBT SERVICE RESERVE FUND). PART II, 11 - INCLUDES CURRENT REFUNDING PROCEEDS, AND INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS. ALSO INCLUDES PORTION OF 2012 EQUITY ESCROW FUND ASSOCIATED WITH PRIOR DEBT SERVICE RESERVE FUND PROCEEDS. PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012 ESCROW FUND, WHICH WERE ALLOCATED PRO-RATA WITH EQUITY THROUGH ESCROW MATURITY. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. REPORT WAS COMPLETED 7/31/08 (FIFTH BOND YEAR) REFLECTING NO REBATE DUE. MOST RECENT REPORT WAS 7/31/12. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON OCTOBER 2, 2003 AND WAS TERMINATED ON JUNE 13, 2012 IN ANTICIPATION OF 2012 DEFEASANCE. THE ORIGINAL MATURITY DATE WAS OCTOBER 1, 2020. ON MARKET TERMINATION PAYMENT RECEIVED BY GIC PROVIDER, WHICH WAS THEN USED TOWARDS DEFEASANCE OF 2003 BONDS.
ENTITY 1, ISSUER B:	SERIES 2008ABC&D (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE PROJECT FUND AND CAPITALIZATION INTEREST FUNDS). PART II, 12 - UNSPENT PROCEEDS CONSIST OF CAPITALIZED INTEREST PROCEEDS. INTEREST RATES ON BONDS FELL SUBSTANTIALLY IN 2008 CAUSING THE CAPITALIZED INTEREST TO TAKE LONGER TO EXPEND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END 9/30/13. LAST REPORT COMPLETED 9/30/12. PART IV, 4A-E - UBS SWAP WHICH WAS SCHEDULED TO MATURE ON OCTOBER 1, 2048 WAS TERMINATED ON APRIL 11, 2013. SENTARA USED FINANCIAL ADVISOR TO NEGOTIATE FAIR MARKET VALUE TERMINATION. SENTARA ENTERED INTO NEW INTEREST RATE SWAP AGREEMENT WITH BARCLAYS ON APRIL 11, 2013, WITH A NEW FIXED INTEREST RATE. NEW SWAP NOT TREATED AS A QUALIFIED HEDGE. SENTARA ALSO HAD A BASIS SWAP WITH UBS WHICH WAS NOT TREATED AS A QUALIFIED HEDGE. THIS BASIS SWAP WAS NOVATED TO BARCLAYS ON APRIL 11, 2013. SENTARA EXPECTED TO REISSUE THE SERIES 2008A-D BONDS IN JUNE 2013. THIS REISSUANCE WILL BE TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES.
ENTITY 1, ISSUER C:	SERIES 2006 (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE CONSTRUCTION FUND AND DEBT SERVICE RESERVE FUND). PART II, 4 - SUBSEQUENT TO ACQUISITION OF HOSPITAL BY SENTARA, DEBT SERVICE RESERVE FUND NO LONGER REQUIRED DUE TO HIGH CREDIT RATINGS HELD BY SENTARA. THE SERIES 2006 DEBT SERVICE RESERVE PROCEEDS WERE RELEASED TO SENTARA ON 1/10/12. SENTARA DEPOSITED THESE MONIES INTO A SEPARATELY HELD ACCOUNT AND TRACKED. THESE MONIES WILL BE USED TO PAY DEBT SERVICE ON THE 2006 BONDS UNTIL FULLY EXPENDED. PART II, 11 - MAINLY INCLUDES DEBT SERVICE RESERVE FUND PROCEEDS USED FOR DEBT SERVICE PURPOSES AFTER THE 1/10/12 RELEASE DATE. PART II, 12 - UNSPENT PROCEEDS INCLUDES REMAINING DEBT SERVICE RESERVE FUND PROCEEDS. THESE AMOUNTS ARE EXPECTED TO BE FULLY SPENT BY AROUND 2/15/13. PART IV, 1 - SENTARA REBATED 100% OF ACCRUING ARBITRAGE LIABILITY OR $743K TO THE IRS WITHIN 60 DAYS OF THE FIRST INSTALLMENT EVALUATION DATE. PART IV, 5A - INVESTMENT AGREEMENTS WERE ENTERED INTO FOR THE SERIES 2006 CONSTRUCTION FUND, WHICH MATURED ON 9/1/09 AND THE DEBT SERVICE RESERVE FUND, WHICH WAS SCHEDULED TO MATURE ON 8/15/15. HOWEVER, DUE TO RELEASE OF THE DEBT SERVICE RESERVE FUND PROCEEDS, THAT INVESTMENT AGREEMENT WAS TERMINATED EARLY IN JANUARY 2012. PART IV, 5 - TERM OF GIC WAS 2.4 AND 4.7. DUE TO SYSTEM LIMITATIONS, THIS INFORMATION COULD NOT BE ENTERED ON THE APPROPRIATE LINE.
ENTITY 1, ISSUER D:	SERIES 2011AB&C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2010AB&C. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER A:	SERIES 2011A (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER B:	SERIES 2011B (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER C:	SERIES 2011C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER D:	SERIES 2003 COMMERCIAL PAPER PROGRAM (SENTARA HEALTHCARE)	PART II, 1 - SENTARA ISSUED TAXABLE COMMERCIAL PAPER NOTES IN 2012 TO PARTIALLY REFUND THIS 2003 COMMERCIAL PAPER PROGRAM. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT WITHIN 18 MONTHS OF RECEIPT OF PROCEEDS. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART IV, 2C - SENTARA HAD ARBITRAGE COMPLIANCE REPORT COMPLETED FOR THIS ISSUE AS OF 12/16/2007, WHICH REFLECTED NO REBATE DUE TO THE IRS FOR THIS 2003 ISSUANCE. DEBT WAS ISSUED AS REIMBURSEMENT FOR PRIOR EXPENDITURES INCURRED. THEREFORE, THIS ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION.
ENTITY 3, ISSUER A:	SERIES 2008 (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2006 ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN SEPTEMBER OF 2008. FIFTH YEAR WOULD BE 6/25/13.
ENTITY 3, ISSUER B:	SERIES 2010 (SENTARA HEALTHCARE SYSTEM - VSBFA)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS (MAINLY FROM PROJECT FUND AND ESCROW FUND). PART II, 11 - OTHER SPENT PROCEEDS INCLUDES REFUNDING PROCEEDS AND INTEREST EARNINGS FROM REFUNDING ESCROW FUND. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 1997A AND 1998 ISSUE. THE REFUNDINGS WERE TREATED AS CURRENT REFUNDINGS FOR FEDERAL TAX PURPOSES. REFUNDING PROCEEDS WERE DEPOSITED INTO AN ESCROW FUND AND INVESTED. THOSE AMOUNTS WERE FULLY EXPENDED ON OR AROUND 3/1/2010 TO REDEEM THE PRIOR BONDS. PART IV, 2B - FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END NO LATER THAN 1/28/2015. ARBITRAGE COMPLIANCE REPORT COMPLETED THROUGH DECEMBER 31, 2011, WHICH REFLECTED ALL PROCEEDS SPENT AND NO ACCRUING ARBITRAGE LIABILITY FOR SENTARA.
ENTITY 3, ISSUER C:	SERIES 2010B&C (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009B & 2009C ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2010. FIFTH YEAR WOULD BE 3/3/15.
ENTITY 3, ISSUER D:	SERIES 2012A (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009A ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2012. FIFTH YEAR WOULD BE 4/26/17.
ENTITY 4, ISSUER A:	SERIES 2012B (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - TOTAL PROCEEDS OF THE ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS ASSOCIATED WITH PROJECT FUND AND ESCROW FUNDS. PART II, 6 - INCLUDES REMAINING PROCEEDS BALANCE WITHIN POTOMAC SERIES 2003 ESCROW FUND AND INTEREST EARNINGS. PART II, 7 - COST OF ISSUANCE EXPENSES PAID FROM EQUITY CONTRIBUTION AND NOT FROM PROCEEDS OF THE SERIES 2012B BONDS. PART II, 11 - OTHER SPENT PROCEEDS INCLUDES PROCEEDS SPENT FROM MARTHA JEFFERSON SERIES 2002 ESCROW FUND, WHICH CLOSED OUT 10/1/2012. ALSO INCLUDES MATURED SECURITIES AND INTEREST AND INTEREST EARNINGS FROM POTOMAC SERIES 2003 ESCROW FUND. PART II, 12 - UNSPENT PROCEEDS CONSIST OF THE REMAINING PROJECT FUND PROCEEDS. PART II, 15 - SERIES 2012B ADVANCE REFUNDED THE MARTHA JEFFERSON SERIES 2002 BONDS MATURING 10/1/2012 - 10/1/2035 WITH A CALL FOR REDEMPTION DATE OF 10/1/2012. THE SERIES 2012B ALSO ADVANCE REFUNDED THE POTOMAC HOSPITAL SERIES 2003 BONDS MATURING 10/1/2012 - 10/1/2036 WITH A CALL FOR REDEMPTION DATE OF 10/1/2013. PART IV, 2A - SENTARA WILL HAVE ANNUAL ARBITRAGE COMPLIANCE REPORTS COMPLETED FOR THIS ISSUE. FIRST REPORT TO BE COMPLETED WITH A 5/16/2013 EVALUATION DATE. THE FIRST INSTALLMENT PERIOD WILL END NO LATER THAN MAY 16, 2017.
ENTITY 4, ISSUER B:	SERIES 2003 (POTOMAC HOSPITAL)	PART II, 2 - SERIES 2003 BONDS DEFEASED ON MAY 16, 2012, SENTARA ESTABLISHED ESCROW FUND WITH SERIES 2012B PROCEEDS AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND MONIES. SERIES 2003 BONDS MATURING ON 10/1/2012 WERE REDEEMED BY THE 2012B ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/2013 THROUGH 10/1/2036 WILL BE CALLED FOR REDEMPTION ON 10/1/2013, THE FINAL REDEMPTION DATE. PART II, 11 - INCLUDES INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012B ESCROW FUND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE LAST REPORT COMPLETED FOR THE 2003 BONDS WAS AS OF OCTOBER 1, 2012, THE NINTH BOND YEAR. THE FIRST INSTALLMENT PERIOD REPORT WAS THROUGH 10/1/2008 AND RESULTED IN NO REBATE PAYMENT DUE TO THE IRS. THE SECOND INSTALLMENT AND FINAL REPORT WILL BE COMPLETED AS OF 10/1/2013. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON DECEMBER 18, 2003 AND WAS TERMINATED ON MAY 14, 2012 IN ANTICIPATION OF 2012B DEFEASANCE. THE ORIGINAL MATURITY DATE WAS SEPTEMBER 30, 2013. POTOMAC HOSPITAL RECEIVED PAR PLUS ACCRUED INTEREST ON GIC AT TERMINATION, NO MARKET VALUE PREMIUM.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number
52-1271901

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	EDA OF ALBEMARLE COUNTY VA	52-1297503	012677CE8	09-25-2003	34,192,283	CURRENT REFUND SERIES 1993 BONDS	X			X		X
B	EDA OF ALBEMARLE COUNTY VA	52-1297503	012663AD2	10-30-2008	160,795,000	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
C	IDA OF THE CITY OF HARRISONBURG VA	54-2000436	415669BN9	12-28-2006	196,167,653	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
D	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		11-28-2011	75,000,000	MODIFICATION OF THE SERIES 2010 BONDS		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		12-14-2011	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-04-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-20-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445		07-16-2003	53,100,000	FINANCING FOR CAPITAL AND FIXED ASSETS		X		X		X
	EDA THE CITY OF SUFFOLK	54-1131047	86481QAA7	06-25-2008	156,615,000	REFUNDED BONDS ISSUED OCTOBER 2006		X		X		X
	VA SMALL BUSINESS FINANCING AUTHORITY	54-1300845	928105AV7	01-28-2010	296,243,684	REFUND PRIOR BONDS AND FUND NEW PROJECT		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAL3	03-03-2010	132,480,000	REFUNDED SERIES 2009B&C		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAN9	04-26-2012	68,890,000	REFUNDED SERIES 2009A BONDS		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588NBB7	05-16-2012	163,163,080	REF. POTOMAC 2003 & MARTHA JEFFERSON 2002 AND FINANCE NEW PROJECTS		X		X		X
	IDA OF THE COUNTY OF PRINCE WILLIAM VA	52-1325659	74175HCP9	12-18-2003	50,631,054	FINANCING FOR NEW ACUTE CARE FACILITY	X			X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	14,970,000		27,055,000		1,995,000		1,724,138
2 Amount of bonds legally defeased . . . . . . . . . . .	19,100,000		45,700,000
3 Total proceeds of issue . . . . . . . . . . . . . .	35,978,004		160,910,240		216,008,765		75,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .	21,112,959		21,112,959
6 Proceeds in refunding escrows . . . . . . . . . . . .	45,604,414
7 Issuance costs from proceeds . . . . . . . . . . . .	472,703		1,424,688		1,339,016
8 Credit enhancement from proceeds . . . . . . . . . . .	199,290		199,290		4,253,886
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	137,794,478		137,794,478		195,189,648		53,100,000
11 Other spent proceeds . . . . . . . . . . . . . .	32,045,259		10,000,000		12,682,735		75,000,000
12 Other unspent proceeds . . . . . . . . . . . . . .	3,460,041		378,825		2,543,479
13 Year of substantial completion . . . . . . . . . . . .	2003		2011		2010		2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X			X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X			X		X	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X				X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X	X			X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X	X			X		X
b Exception to rebate? . . . . . . . .		X		X	X		X
c No rebate due? . . . . . . . . . .	X			X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X			X	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X	X			X		X
b Name of provider . . . . . . . . .	UBS AG		UBS AG		SUNTRUST BANK
c Term of hedge . . . . . . . . . .	4.500000000000		4.500000000000		5.100000000000
d Was the hedge superintegrated? . . . . . .		X		X		X
e Was a hedge terminated? . . . . . . .	X		X			X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .	X			X	X			X
b Name of provider . . . . . . . . .	WACHOVIA BANK		AIGMFC		MORGAN STANLEY & CO
c Term of GIC . . . . . . . . . .	8.900000000000		9.600000000000
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .	X		X		X
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X	X		X			X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
ENTITY 1, ISSUER A, PART I:		ISSUER WAS PREVIOUSLY INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA.
ENITTY 1, ISSUER B, PART I:		ISSUER NAME IS INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE, VIRGINIA.
ENTITY 1, ISSUER A:	SERIES 2003 (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 2 - SERIES 2003 BONDS DEFEASED ON 6/19/12. SENTARA ESTABLISHED ESCROW FUND WITH EQUITY AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND. SERIES 2003 BONDS MATURING ON 10/1/12 - 10/1/13 WILL BE REDEEMED BY THE 2012 ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/14 - 10/1/20 WILL BE CALLED FOR REDEMPTION ON 10/1/13. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE DEBT SERVICE RESERVE FUND). PART II, 11 - INCLUDES CURRENT REFUNDING PROCEEDS, AND INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS. ALSO INCLUDES PORTION OF 2012 EQUITY ESCROW FUND ASSOCIATED WITH PRIOR DEBT SERVICE RESERVE FUND PROCEEDS. PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012 ESCROW FUND, WHICH WERE ALLOCATED PRO-RATA WITH EQUITY THROUGH ESCROW MATURITY. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. REPORT WAS COMPLETED 7/31/08 (FIFTH BOND YEAR) REFLECTING NO REBATE DUE. MOST RECENT REPORT WAS 7/31/12. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON OCTOBER 2, 2003 AND WAS TERMINATED ON JUNE 13, 2012 IN ANTICIPATION OF 2012 DEFEASANCE. THE ORIGINAL MATURITY DATE WAS OCTOBER 1, 2020. ON MARKET TERMINATION PAYMENT RECEIVED BY GIC PROVIDER, WHICH WAS THEN USED TOWARDS DEFEASANCE OF 2003 BONDS.
ENTITY 1, ISSUER B:	SERIES 2008ABC&D (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE PROJECT FUND AND CAPITALIZATION INTEREST FUNDS). PART II, 12 - UNSPENT PROCEEDS CONSIST OF CAPITALIZED INTEREST PROCEEDS. INTEREST RATES ON BONDS FELL SUBSTANTIALLY IN 2008 CAUSING THE CAPITALIZED INTEREST TO TAKE LONGER TO EXPEND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END 9/30/13. LAST REPORT COMPLETED 9/30/12. PART IV, 4A-E - UBS SWAP WHICH WAS SCHEDULED TO MATURE ON OCTOBER 1, 2048 WAS TERMINATED ON APRIL 11, 2013. SENTARA USED FINANCIAL ADVISOR TO NEGOTIATE FAIR MARKET VALUE TERMINATION. SENTARA ENTERED INTO NEW INTEREST RATE SWAP AGREEMENT WITH BARCLAYS ON APRIL 11, 2013, WITH A NEW FIXED INTEREST RATE. NEW SWAP NOT TREATED AS A QUALIFIED HEDGE. SENTARA ALSO HAD A BASIS SWAP WITH UBS WHICH WAS NOT TREATED AS A QUALIFIED HEDGE. THIS BASIS SWAP WAS NOVATED TO BARCLAYS ON APRIL 11, 2013. SENTARA EXPECTED TO REISSUE THE SERIES 2008A-D BONDS IN JUNE 2013. THIS REISSUANCE WILL BE TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES.
ENTITY 1, ISSUER C:	SERIES 2006 (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE CONSTRUCTION FUND AND DEBT SERVICE RESERVE FUND). PART II, 4 - SUBSEQUENT TO ACQUISITION OF HOSPITAL BY SENTARA, DEBT SERVICE RESERVE FUND NO LONGER REQUIRED DUE TO HIGH CREDIT RATINGS HELD BY SENTARA. THE SERIES 2006 DEBT SERVICE RESERVE PROCEEDS WERE RELEASED TO SENTARA ON 1/10/12. SENTARA DEPOSITED THESE MONIES INTO A SEPARATELY HELD ACCOUNT AND TRACKED. THESE MONIES WILL BE USED TO PAY DEBT SERVICE ON THE 2006 BONDS UNTIL FULLY EXPENDED. PART II, 11 - MAINLY INCLUDES DEBT SERVICE RESERVE FUND PROCEEDS USED FOR DEBT SERVICE PURPOSES AFTER THE 1/10/12 RELEASE DATE. PART II, 12 - UNSPENT PROCEEDS INCLUDES REMAINING DEBT SERVICE RESERVE FUND PROCEEDS. THESE AMOUNTS ARE EXPECTED TO BE FULLY SPENT BY AROUND 2/15/13. PART IV, 1 - SENTARA REBATED 100% OF ACCRUING ARBITRAGE LIABILITY OR $743K TO THE IRS WITHIN 60 DAYS OF THE FIRST INSTALLMENT EVALUATION DATE. PART IV, 5A - INVESTMENT AGREEMENTS WERE ENTERED INTO FOR THE SERIES 2006 CONSTRUCTION FUND, WHICH MATURED ON 9/1/09 AND THE DEBT SERVICE RESERVE FUND, WHICH WAS SCHEDULED TO MATURE ON 8/15/15. HOWEVER, DUE TO RELEASE OF THE DEBT SERVICE RESERVE FUND PROCEEDS, THAT INVESTMENT AGREEMENT WAS TERMINATED EARLY IN JANUARY 2012. PART IV, 5 - TERM OF GIC WAS 2.4 AND 4.7. DUE TO SYSTEM LIMITATIONS, THIS INFORMATION COULD NOT BE ENTERED ON THE APPROPRIATE LINE.
ENTITY 1, ISSUER D:	SERIES 2011AB&C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2010AB&C. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER A:	SERIES 2011A (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER B:	SERIES 2011B (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER C:	SERIES 2011C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER D:	SERIES 2003 COMMERCIAL PAPER PROGRAM (SENTARA HEALTHCARE)	PART II, 1 - SENTARA ISSUED TAXABLE COMMERCIAL PAPER NOTES IN 2012 TO PARTIALLY REFUND THIS 2003 COMMERCIAL PAPER PROGRAM. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT WITHIN 18 MONTHS OF RECEIPT OF PROCEEDS. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART IV, 2C - SENTARA HAD ARBITRAGE COMPLIANCE REPORT COMPLETED FOR THIS ISSUE AS OF 12/16/2007, WHICH REFLECTED NO REBATE DUE TO THE IRS FOR THIS 2003 ISSUANCE. DEBT WAS ISSUED AS REIMBURSEMENT FOR PRIOR EXPENDITURES INCURRED. THEREFORE, THIS ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION.
ENTITY 3, ISSUER A:	SERIES 2008 (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2006 ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN SEPTEMBER OF 2008. FIFTH YEAR WOULD BE 6/25/13.
ENTITY 3, ISSUER B:	SERIES 2010 (SENTARA HEALTHCARE SYSTEM - VSBFA)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS (MAINLY FROM PROJECT FUND AND ESCROW FUND). PART II, 11 - OTHER SPENT PROCEEDS INCLUDES REFUNDING PROCEEDS AND INTEREST EARNINGS FROM REFUNDING ESCROW FUND. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 1997A AND 1998 ISSUE. THE REFUNDINGS WERE TREATED AS CURRENT REFUNDINGS FOR FEDERAL TAX PURPOSES. REFUNDING PROCEEDS WERE DEPOSITED INTO AN ESCROW FUND AND INVESTED. THOSE AMOUNTS WERE FULLY EXPENDED ON OR AROUND 3/1/2010 TO REDEEM THE PRIOR BONDS. PART IV, 2B - FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END NO LATER THAN 1/28/2015. ARBITRAGE COMPLIANCE REPORT COMPLETED THROUGH DECEMBER 31, 2011, WHICH REFLECTED ALL PROCEEDS SPENT AND NO ACCRUING ARBITRAGE LIABILITY FOR SENTARA.
ENTITY 3, ISSUER C:	SERIES 2010B&C (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009B & 2009C ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2010. FIFTH YEAR WOULD BE 3/3/15.
ENTITY 3, ISSUER D:	SERIES 2012A (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009A ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2012. FIFTH YEAR WOULD BE 4/26/17.
ENTITY 4, ISSUER A:	SERIES 2012B (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - TOTAL PROCEEDS OF THE ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS ASSOCIATED WITH PROJECT FUND AND ESCROW FUNDS. PART II, 6 - INCLUDES REMAINING PROCEEDS BALANCE WITHIN POTOMAC SERIES 2003 ESCROW FUND AND INTEREST EARNINGS. PART II, 7 - COST OF ISSUANCE EXPENSES PAID FROM EQUITY CONTRIBUTION AND NOT FROM PROCEEDS OF THE SERIES 2012B BONDS. PART II, 11 - OTHER SPENT PROCEEDS INCLUDES PROCEEDS SPENT FROM MARTHA JEFFERSON SERIES 2002 ESCROW FUND, WHICH CLOSED OUT 10/1/2012. ALSO INCLUDES MATURED SECURITIES AND INTEREST AND INTEREST EARNINGS FROM POTOMAC SERIES 2003 ESCROW FUND. PART II, 12 - UNSPENT PROCEEDS CONSIST OF THE REMAINING PROJECT FUND PROCEEDS. PART II, 15 - SERIES 2012B ADVANCE REFUNDED THE MARTHA JEFFERSON SERIES 2002 BONDS MATURING 10/1/2012 - 10/1/2035 WITH A CALL FOR REDEMPTION DATE OF 10/1/2012. THE SERIES 2012B ALSO ADVANCE REFUNDED THE POTOMAC HOSPITAL SERIES 2003 BONDS MATURING 10/1/2012 - 10/1/2036 WITH A CALL FOR REDEMPTION DATE OF 10/1/2013. PART IV, 2A - SENTARA WILL HAVE ANNUAL ARBITRAGE COMPLIANCE REPORTS COMPLETED FOR THIS ISSUE. FIRST REPORT TO BE COMPLETED WITH A 5/16/2013 EVALUATION DATE. THE FIRST INSTALLMENT PERIOD WILL END NO LATER THAN MAY 16, 2017.
ENTITY 4, ISSUER B:	SERIES 2003 (POTOMAC HOSPITAL)	PART II, 2 - SERIES 2003 BONDS DEFEASED ON MAY 16, 2012, SENTARA ESTABLISHED ESCROW FUND WITH SERIES 2012B PROCEEDS AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND MONIES. SERIES 2003 BONDS MATURING ON 10/1/2012 WERE REDEEMED BY THE 2012B ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/2013 THROUGH 10/1/2036 WILL BE CALLED FOR REDEMPTION ON 10/1/2013, THE FINAL REDEMPTION DATE. PART II, 11 - INCLUDES INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012B ESCROW FUND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE LAST REPORT COMPLETED FOR THE 2003 BONDS WAS AS OF OCTOBER 1, 2012, THE NINTH BOND YEAR. THE FIRST INSTALLMENT PERIOD REPORT WAS THROUGH 10/1/2008 AND RESULTED IN NO REBATE PAYMENT DUE TO THE IRS. THE SECOND INSTALLMENT AND FINAL REPORT WILL BE COMPLETED AS OF 10/1/2013. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON DECEMBER 18, 2003 AND WAS TERMINATED ON MAY 14, 2012 IN ANTICIPATION OF 2012B DEFEASANCE. THE ORIGINAL MATURITY DATE WAS SEPTEMBER 30, 2013. POTOMAC HOSPITAL RECEIVED PAR PLUS ACCRUED INTEREST ON GIC AT TERMINATION, NO MARKET VALUE PREMIUM.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number
52-1271901

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	EDA OF ALBEMARLE COUNTY VA	52-1297503	012677CE8	09-25-2003	34,192,283	CURRENT REFUND SERIES 1993 BONDS	X			X		X
B	EDA OF ALBEMARLE COUNTY VA	52-1297503	012663AD2	10-30-2008	160,795,000	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
C	IDA OF THE CITY OF HARRISONBURG VA	54-2000436	415669BN9	12-28-2006	196,167,653	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
D	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		11-28-2011	75,000,000	MODIFICATION OF THE SERIES 2010 BONDS		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		12-14-2011	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-04-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-20-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445		07-16-2003	53,100,000	FINANCING FOR CAPITAL AND FIXED ASSETS		X		X		X
	EDA THE CITY OF SUFFOLK	54-1131047	86481QAA7	06-25-2008	156,615,000	REFUNDED BONDS ISSUED OCTOBER 2006		X		X		X
	VA SMALL BUSINESS FINANCING AUTHORITY	54-1300845	928105AV7	01-28-2010	296,243,684	REFUND PRIOR BONDS AND FUND NEW PROJECT		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAL3	03-03-2010	132,480,000	REFUNDED SERIES 2009B&C		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAN9	04-26-2012	68,890,000	REFUNDED SERIES 2009A BONDS		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588NBB7	05-16-2012	163,163,080	REF. POTOMAC 2003 & MARTHA JEFFERSON 2002 AND FINANCE NEW PROJECTS		X		X		X
	IDA OF THE COUNTY OF PRINCE WILLIAM VA	52-1325659	74175HCP9	12-18-2003	50,631,054	FINANCING FOR NEW ACUTE CARE FACILITY	X			X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	14,970,000		27,055,000		1,995,000		1,724,138
2 Amount of bonds legally defeased . . . . . . . . . . .	19,100,000		45,700,000
3 Total proceeds of issue . . . . . . . . . . . . . .	35,978,004		160,910,240		216,008,765		75,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .	21,112,959		21,112,959
6 Proceeds in refunding escrows . . . . . . . . . . . .	45,604,414
7 Issuance costs from proceeds . . . . . . . . . . . .	472,703		1,424,688		1,339,016
8 Credit enhancement from proceeds . . . . . . . . . . .	199,290		199,290		4,253,886
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	137,794,478		137,794,478		195,189,648		53,100,000
11 Other spent proceeds . . . . . . . . . . . . . .	32,045,259		10,000,000		12,682,735		75,000,000
12 Other unspent proceeds . . . . . . . . . . . . . .	3,460,041		378,825		2,543,479
13 Year of substantial completion . . . . . . . . . . . .	2003		2011		2010		2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X			X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X			X		X	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X				X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X	X			X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X	X			X		X
b Exception to rebate? . . . . . . . .		X		X	X		X
c No rebate due? . . . . . . . . . .	X			X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X			X	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X	X			X		X
b Name of provider . . . . . . . . .	UBS AG		UBS AG		SUNTRUST BANK
c Term of hedge . . . . . . . . . .	4.500000000000		4.500000000000		5.100000000000
d Was the hedge superintegrated? . . . . . .		X		X		X
e Was a hedge terminated? . . . . . . .	X		X			X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .	X			X	X			X
b Name of provider . . . . . . . . .	WACHOVIA BANK		AIGMFC		MORGAN STANLEY & CO
c Term of GIC . . . . . . . . . .	8.900000000000		9.600000000000
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .	X		X		X
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X	X		X			X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
ENTITY 1, ISSUER A, PART I:		ISSUER WAS PREVIOUSLY INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA.
ENITTY 1, ISSUER B, PART I:		ISSUER NAME IS INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE, VIRGINIA.
ENTITY 1, ISSUER A:	SERIES 2003 (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 2 - SERIES 2003 BONDS DEFEASED ON 6/19/12. SENTARA ESTABLISHED ESCROW FUND WITH EQUITY AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND. SERIES 2003 BONDS MATURING ON 10/1/12 - 10/1/13 WILL BE REDEEMED BY THE 2012 ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/14 - 10/1/20 WILL BE CALLED FOR REDEMPTION ON 10/1/13. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE DEBT SERVICE RESERVE FUND). PART II, 11 - INCLUDES CURRENT REFUNDING PROCEEDS, AND INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS. ALSO INCLUDES PORTION OF 2012 EQUITY ESCROW FUND ASSOCIATED WITH PRIOR DEBT SERVICE RESERVE FUND PROCEEDS. PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012 ESCROW FUND, WHICH WERE ALLOCATED PRO-RATA WITH EQUITY THROUGH ESCROW MATURITY. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. REPORT WAS COMPLETED 7/31/08 (FIFTH BOND YEAR) REFLECTING NO REBATE DUE. MOST RECENT REPORT WAS 7/31/12. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON OCTOBER 2, 2003 AND WAS TERMINATED ON JUNE 13, 2012 IN ANTICIPATION OF 2012 DEFEASANCE. THE ORIGINAL MATURITY DATE WAS OCTOBER 1, 2020. ON MARKET TERMINATION PAYMENT RECEIVED BY GIC PROVIDER, WHICH WAS THEN USED TOWARDS DEFEASANCE OF 2003 BONDS.
ENTITY 1, ISSUER B:	SERIES 2008ABC&D (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE PROJECT FUND AND CAPITALIZATION INTEREST FUNDS). PART II, 12 - UNSPENT PROCEEDS CONSIST OF CAPITALIZED INTEREST PROCEEDS. INTEREST RATES ON BONDS FELL SUBSTANTIALLY IN 2008 CAUSING THE CAPITALIZED INTEREST TO TAKE LONGER TO EXPEND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END 9/30/13. LAST REPORT COMPLETED 9/30/12. PART IV, 4A-E - UBS SWAP WHICH WAS SCHEDULED TO MATURE ON OCTOBER 1, 2048 WAS TERMINATED ON APRIL 11, 2013. SENTARA USED FINANCIAL ADVISOR TO NEGOTIATE FAIR MARKET VALUE TERMINATION. SENTARA ENTERED INTO NEW INTEREST RATE SWAP AGREEMENT WITH BARCLAYS ON APRIL 11, 2013, WITH A NEW FIXED INTEREST RATE. NEW SWAP NOT TREATED AS A QUALIFIED HEDGE. SENTARA ALSO HAD A BASIS SWAP WITH UBS WHICH WAS NOT TREATED AS A QUALIFIED HEDGE. THIS BASIS SWAP WAS NOVATED TO BARCLAYS ON APRIL 11, 2013. SENTARA EXPECTED TO REISSUE THE SERIES 2008A-D BONDS IN JUNE 2013. THIS REISSUANCE WILL BE TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES.
ENTITY 1, ISSUER C:	SERIES 2006 (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE CONSTRUCTION FUND AND DEBT SERVICE RESERVE FUND). PART II, 4 - SUBSEQUENT TO ACQUISITION OF HOSPITAL BY SENTARA, DEBT SERVICE RESERVE FUND NO LONGER REQUIRED DUE TO HIGH CREDIT RATINGS HELD BY SENTARA. THE SERIES 2006 DEBT SERVICE RESERVE PROCEEDS WERE RELEASED TO SENTARA ON 1/10/12. SENTARA DEPOSITED THESE MONIES INTO A SEPARATELY HELD ACCOUNT AND TRACKED. THESE MONIES WILL BE USED TO PAY DEBT SERVICE ON THE 2006 BONDS UNTIL FULLY EXPENDED. PART II, 11 - MAINLY INCLUDES DEBT SERVICE RESERVE FUND PROCEEDS USED FOR DEBT SERVICE PURPOSES AFTER THE 1/10/12 RELEASE DATE. PART II, 12 - UNSPENT PROCEEDS INCLUDES REMAINING DEBT SERVICE RESERVE FUND PROCEEDS. THESE AMOUNTS ARE EXPECTED TO BE FULLY SPENT BY AROUND 2/15/13. PART IV, 1 - SENTARA REBATED 100% OF ACCRUING ARBITRAGE LIABILITY OR $743K TO THE IRS WITHIN 60 DAYS OF THE FIRST INSTALLMENT EVALUATION DATE. PART IV, 5A - INVESTMENT AGREEMENTS WERE ENTERED INTO FOR THE SERIES 2006 CONSTRUCTION FUND, WHICH MATURED ON 9/1/09 AND THE DEBT SERVICE RESERVE FUND, WHICH WAS SCHEDULED TO MATURE ON 8/15/15. HOWEVER, DUE TO RELEASE OF THE DEBT SERVICE RESERVE FUND PROCEEDS, THAT INVESTMENT AGREEMENT WAS TERMINATED EARLY IN JANUARY 2012. PART IV, 5 - TERM OF GIC WAS 2.4 AND 4.7. DUE TO SYSTEM LIMITATIONS, THIS INFORMATION COULD NOT BE ENTERED ON THE APPROPRIATE LINE.
ENTITY 1, ISSUER D:	SERIES 2011AB&C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2010AB&C. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER A:	SERIES 2011A (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER B:	SERIES 2011B (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER C:	SERIES 2011C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER D:	SERIES 2003 COMMERCIAL PAPER PROGRAM (SENTARA HEALTHCARE)	PART II, 1 - SENTARA ISSUED TAXABLE COMMERCIAL PAPER NOTES IN 2012 TO PARTIALLY REFUND THIS 2003 COMMERCIAL PAPER PROGRAM. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT WITHIN 18 MONTHS OF RECEIPT OF PROCEEDS. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART IV, 2C - SENTARA HAD ARBITRAGE COMPLIANCE REPORT COMPLETED FOR THIS ISSUE AS OF 12/16/2007, WHICH REFLECTED NO REBATE DUE TO THE IRS FOR THIS 2003 ISSUANCE. DEBT WAS ISSUED AS REIMBURSEMENT FOR PRIOR EXPENDITURES INCURRED. THEREFORE, THIS ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION.
ENTITY 3, ISSUER A:	SERIES 2008 (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2006 ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN SEPTEMBER OF 2008. FIFTH YEAR WOULD BE 6/25/13.
ENTITY 3, ISSUER B:	SERIES 2010 (SENTARA HEALTHCARE SYSTEM - VSBFA)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS (MAINLY FROM PROJECT FUND AND ESCROW FUND). PART II, 11 - OTHER SPENT PROCEEDS INCLUDES REFUNDING PROCEEDS AND INTEREST EARNINGS FROM REFUNDING ESCROW FUND. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 1997A AND 1998 ISSUE. THE REFUNDINGS WERE TREATED AS CURRENT REFUNDINGS FOR FEDERAL TAX PURPOSES. REFUNDING PROCEEDS WERE DEPOSITED INTO AN ESCROW FUND AND INVESTED. THOSE AMOUNTS WERE FULLY EXPENDED ON OR AROUND 3/1/2010 TO REDEEM THE PRIOR BONDS. PART IV, 2B - FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END NO LATER THAN 1/28/2015. ARBITRAGE COMPLIANCE REPORT COMPLETED THROUGH DECEMBER 31, 2011, WHICH REFLECTED ALL PROCEEDS SPENT AND NO ACCRUING ARBITRAGE LIABILITY FOR SENTARA.
ENTITY 3, ISSUER C:	SERIES 2010B&C (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009B & 2009C ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2010. FIFTH YEAR WOULD BE 3/3/15.
ENTITY 3, ISSUER D:	SERIES 2012A (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009A ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2012. FIFTH YEAR WOULD BE 4/26/17.
ENTITY 4, ISSUER A:	SERIES 2012B (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - TOTAL PROCEEDS OF THE ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS ASSOCIATED WITH PROJECT FUND AND ESCROW FUNDS. PART II, 6 - INCLUDES REMAINING PROCEEDS BALANCE WITHIN POTOMAC SERIES 2003 ESCROW FUND AND INTEREST EARNINGS. PART II, 7 - COST OF ISSUANCE EXPENSES PAID FROM EQUITY CONTRIBUTION AND NOT FROM PROCEEDS OF THE SERIES 2012B BONDS. PART II, 11 - OTHER SPENT PROCEEDS INCLUDES PROCEEDS SPENT FROM MARTHA JEFFERSON SERIES 2002 ESCROW FUND, WHICH CLOSED OUT 10/1/2012. ALSO INCLUDES MATURED SECURITIES AND INTEREST AND INTEREST EARNINGS FROM POTOMAC SERIES 2003 ESCROW FUND. PART II, 12 - UNSPENT PROCEEDS CONSIST OF THE REMAINING PROJECT FUND PROCEEDS. PART II, 15 - SERIES 2012B ADVANCE REFUNDED THE MARTHA JEFFERSON SERIES 2002 BONDS MATURING 10/1/2012 - 10/1/2035 WITH A CALL FOR REDEMPTION DATE OF 10/1/2012. THE SERIES 2012B ALSO ADVANCE REFUNDED THE POTOMAC HOSPITAL SERIES 2003 BONDS MATURING 10/1/2012 - 10/1/2036 WITH A CALL FOR REDEMPTION DATE OF 10/1/2013. PART IV, 2A - SENTARA WILL HAVE ANNUAL ARBITRAGE COMPLIANCE REPORTS COMPLETED FOR THIS ISSUE. FIRST REPORT TO BE COMPLETED WITH A 5/16/2013 EVALUATION DATE. THE FIRST INSTALLMENT PERIOD WILL END NO LATER THAN MAY 16, 2017.
ENTITY 4, ISSUER B:	SERIES 2003 (POTOMAC HOSPITAL)	PART II, 2 - SERIES 2003 BONDS DEFEASED ON MAY 16, 2012, SENTARA ESTABLISHED ESCROW FUND WITH SERIES 2012B PROCEEDS AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND MONIES. SERIES 2003 BONDS MATURING ON 10/1/2012 WERE REDEEMED BY THE 2012B ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/2013 THROUGH 10/1/2036 WILL BE CALLED FOR REDEMPTION ON 10/1/2013, THE FINAL REDEMPTION DATE. PART II, 11 - INCLUDES INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012B ESCROW FUND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE LAST REPORT COMPLETED FOR THE 2003 BONDS WAS AS OF OCTOBER 1, 2012, THE NINTH BOND YEAR. THE FIRST INSTALLMENT PERIOD REPORT WAS THROUGH 10/1/2008 AND RESULTED IN NO REBATE PAYMENT DUE TO THE IRS. THE SECOND INSTALLMENT AND FINAL REPORT WILL BE COMPLETED AS OF 10/1/2013. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON DECEMBER 18, 2003 AND WAS TERMINATED ON MAY 14, 2012 IN ANTICIPATION OF 2012B DEFEASANCE. THE ORIGINAL MATURITY DATE WAS SEPTEMBER 30, 2013. POTOMAC HOSPITAL RECEIVED PAR PLUS ACCRUED INTEREST ON GIC AT TERMINATION, NO MARKET VALUE PREMIUM.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
SENTARA HEALTHCARE

Employer identification number
52-1271901

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	EDA OF ALBEMARLE COUNTY VA	52-1297503	012677CE8	09-25-2003	34,192,283	CURRENT REFUND SERIES 1993 BONDS	X			X		X
B	EDA OF ALBEMARLE COUNTY VA	52-1297503	012663AD2	10-30-2008	160,795,000	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
C	IDA OF THE CITY OF HARRISONBURG VA	54-2000436	415669BN9	12-28-2006	196,167,653	FUND CONSTRUCTION OF REPLACEMENT HOSPITAL		X		X		X
D	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		11-28-2011	75,000,000	MODIFICATION OF THE SERIES 2010 BONDS		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		12-14-2011	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-04-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	IDA OF THE CITY OF HARRISONBURG VA	54-2000436		01-20-2012	10,000,000	PARTIAL REFUNDING OF SERIES 2009		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445		07-16-2003	53,100,000	FINANCING FOR CAPITAL AND FIXED ASSETS		X		X		X
	EDA THE CITY OF SUFFOLK	54-1131047	86481QAA7	06-25-2008	156,615,000	REFUNDED BONDS ISSUED OCTOBER 2006		X		X		X
	VA SMALL BUSINESS FINANCING AUTHORITY	54-1300845	928105AV7	01-28-2010	296,243,684	REFUND PRIOR BONDS AND FUND NEW PROJECT		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAL3	03-03-2010	132,480,000	REFUNDED SERIES 2009B&C		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588TAN9	04-26-2012	68,890,000	REFUNDED SERIES 2009A BONDS		X		X		X
	EDA THE CITY OF NORFOLK	23-7253445	65588NBB7	05-16-2012	163,163,080	REF. POTOMAC 2003 & MARTHA JEFFERSON 2002 AND FINANCE NEW PROJECTS		X		X		X
	IDA OF THE COUNTY OF PRINCE WILLIAM VA	52-1325659	74175HCP9	12-18-2003	50,631,054	FINANCING FOR NEW ACUTE CARE FACILITY	X			X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	14,970,000		27,055,000		1,995,000		1,724,138
2 Amount of bonds legally defeased . . . . . . . . . . .	19,100,000		45,700,000
3 Total proceeds of issue . . . . . . . . . . . . . .	35,978,004		160,910,240		216,008,765		75,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .
5 Capitalized interest from proceeds . . . . . . . . . . .	21,112,959		21,112,959
6 Proceeds in refunding escrows . . . . . . . . . . . .	45,604,414
7 Issuance costs from proceeds . . . . . . . . . . . .	472,703		1,424,688		1,339,016
8 Credit enhancement from proceeds . . . . . . . . . . .	199,290		199,290		4,253,886
9 Working capital expenditures from proceeds . . . . . . . . .
10 Capital expenditures from proceeds . . . . . . . . . . .	137,794,478		137,794,478		195,189,648		53,100,000
11 Other spent proceeds . . . . . . . . . . . . . .	32,045,259		10,000,000		12,682,735		75,000,000
12 Other unspent proceeds . . . . . . . . . . . . . .	3,460,041		378,825		2,543,479
13 Year of substantial completion . . . . . . . . . . . .	2003		2011		2010		2011
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .	X			X		X	X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X		X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X			X		X	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X				X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X		X	X			X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X	X			X		X
b Exception to rebate? . . . . . . . .		X		X	X		X
c No rebate due? . . . . . . . . . .	X			X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X	X			X	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X	X			X		X
b Name of provider . . . . . . . . .	UBS AG		UBS AG		SUNTRUST BANK
c Term of hedge . . . . . . . . . .	4.500000000000		4.500000000000		5.100000000000
d Was the hedge superintegrated? . . . . . .		X		X		X
e Was a hedge terminated? . . . . . . .	X		X			X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .	X			X	X			X
b Name of provider . . . . . . . . .	WACHOVIA BANK		AIGMFC		MORGAN STANLEY & CO
c Term of GIC . . . . . . . . . .	8.900000000000		9.600000000000
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .	X		X		X
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X	X		X			X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?	X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
ENTITY 1, ISSUER A, PART I:		ISSUER WAS PREVIOUSLY INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA.
ENITTY 1, ISSUER B, PART I:		ISSUER NAME IS INDUSTRIAL DEVELOPMENT AUTHORITY OF ALBEMARLE, VIRGINIA.
ENTITY 1, ISSUER A:	SERIES 2003 (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 2 - SERIES 2003 BONDS DEFEASED ON 6/19/12. SENTARA ESTABLISHED ESCROW FUND WITH EQUITY AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND. SERIES 2003 BONDS MATURING ON 10/1/12 - 10/1/13 WILL BE REDEEMED BY THE 2012 ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/14 - 10/1/20 WILL BE CALLED FOR REDEMPTION ON 10/1/13. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE DEBT SERVICE RESERVE FUND). PART II, 11 - INCLUDES CURRENT REFUNDING PROCEEDS, AND INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS. ALSO INCLUDES PORTION OF 2012 EQUITY ESCROW FUND ASSOCIATED WITH PRIOR DEBT SERVICE RESERVE FUND PROCEEDS. PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012 ESCROW FUND, WHICH WERE ALLOCATED PRO-RATA WITH EQUITY THROUGH ESCROW MATURITY. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. REPORT WAS COMPLETED 7/31/08 (FIFTH BOND YEAR) REFLECTING NO REBATE DUE. MOST RECENT REPORT WAS 7/31/12. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON OCTOBER 2, 2003 AND WAS TERMINATED ON JUNE 13, 2012 IN ANTICIPATION OF 2012 DEFEASANCE. THE ORIGINAL MATURITY DATE WAS OCTOBER 1, 2020. ON MARKET TERMINATION PAYMENT RECEIVED BY GIC PROVIDER, WHICH WAS THEN USED TOWARDS DEFEASANCE OF 2003 BONDS.
ENTITY 1, ISSUER B:	SERIES 2008ABC&D (MARTHA JEFFERSON HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE PROJECT FUND AND CAPITALIZATION INTEREST FUNDS). PART II, 12 - UNSPENT PROCEEDS CONSIST OF CAPITALIZED INTEREST PROCEEDS. INTEREST RATES ON BONDS FELL SUBSTANTIALLY IN 2008 CAUSING THE CAPITALIZED INTEREST TO TAKE LONGER TO EXPEND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END 9/30/13. LAST REPORT COMPLETED 9/30/12. PART IV, 4A-E - UBS SWAP WHICH WAS SCHEDULED TO MATURE ON OCTOBER 1, 2048 WAS TERMINATED ON APRIL 11, 2013. SENTARA USED FINANCIAL ADVISOR TO NEGOTIATE FAIR MARKET VALUE TERMINATION. SENTARA ENTERED INTO NEW INTEREST RATE SWAP AGREEMENT WITH BARCLAYS ON APRIL 11, 2013, WITH A NEW FIXED INTEREST RATE. NEW SWAP NOT TREATED AS A QUALIFIED HEDGE. SENTARA ALSO HAD A BASIS SWAP WITH UBS WHICH WAS NOT TREATED AS A QUALIFIED HEDGE. THIS BASIS SWAP WAS NOVATED TO BARCLAYS ON APRIL 11, 2013. SENTARA EXPECTED TO REISSUE THE SERIES 2008A-D BONDS IN JUNE 2013. THIS REISSUANCE WILL BE TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES.
ENTITY 1, ISSUER C:	SERIES 2006 (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INVESTMENT EARNINGS (MAINLY FROM THE CONSTRUCTION FUND AND DEBT SERVICE RESERVE FUND). PART II, 4 - SUBSEQUENT TO ACQUISITION OF HOSPITAL BY SENTARA, DEBT SERVICE RESERVE FUND NO LONGER REQUIRED DUE TO HIGH CREDIT RATINGS HELD BY SENTARA. THE SERIES 2006 DEBT SERVICE RESERVE PROCEEDS WERE RELEASED TO SENTARA ON 1/10/12. SENTARA DEPOSITED THESE MONIES INTO A SEPARATELY HELD ACCOUNT AND TRACKED. THESE MONIES WILL BE USED TO PAY DEBT SERVICE ON THE 2006 BONDS UNTIL FULLY EXPENDED. PART II, 11 - MAINLY INCLUDES DEBT SERVICE RESERVE FUND PROCEEDS USED FOR DEBT SERVICE PURPOSES AFTER THE 1/10/12 RELEASE DATE. PART II, 12 - UNSPENT PROCEEDS INCLUDES REMAINING DEBT SERVICE RESERVE FUND PROCEEDS. THESE AMOUNTS ARE EXPECTED TO BE FULLY SPENT BY AROUND 2/15/13. PART IV, 1 - SENTARA REBATED 100% OF ACCRUING ARBITRAGE LIABILITY OR $743K TO THE IRS WITHIN 60 DAYS OF THE FIRST INSTALLMENT EVALUATION DATE. PART IV, 5A - INVESTMENT AGREEMENTS WERE ENTERED INTO FOR THE SERIES 2006 CONSTRUCTION FUND, WHICH MATURED ON 9/1/09 AND THE DEBT SERVICE RESERVE FUND, WHICH WAS SCHEDULED TO MATURE ON 8/15/15. HOWEVER, DUE TO RELEASE OF THE DEBT SERVICE RESERVE FUND PROCEEDS, THAT INVESTMENT AGREEMENT WAS TERMINATED EARLY IN JANUARY 2012. PART IV, 5 - TERM OF GIC WAS 2.4 AND 4.7. DUE TO SYSTEM LIMITATIONS, THIS INFORMATION COULD NOT BE ENTERED ON THE APPROPRIATE LINE.
ENTITY 1, ISSUER D:	SERIES 2011AB&C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES & DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2010AB&C. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER A:	SERIES 2011A (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER B:	SERIES 2011B (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER C:	SERIES 2011C (ROCKINGHAM MEMORIAL HOSPITAL)	HOSPITAL FACILITIES AND DEBT NOW ACQUIRED AND OWNED BY SENTARA HEALTHCARE. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE MODIFIED THE INTEREST RATES AND TERMS OF A PRIOR SERIES 2009 ISSUE. MODIFICATION WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE.
ENTITY 2, ISSUER D:	SERIES 2003 COMMERCIAL PAPER PROGRAM (SENTARA HEALTHCARE)	PART II, 1 - SENTARA ISSUED TAXABLE COMMERCIAL PAPER NOTES IN 2012 TO PARTIALLY REFUND THIS 2003 COMMERCIAL PAPER PROGRAM. PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT WITHIN 18 MONTHS OF RECEIPT OF PROCEEDS. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART IV, 2C - SENTARA HAD ARBITRAGE COMPLIANCE REPORT COMPLETED FOR THIS ISSUE AS OF 12/16/2007, WHICH REFLECTED NO REBATE DUE TO THE IRS FOR THIS 2003 ISSUANCE. DEBT WAS ISSUED AS REIMBURSEMENT FOR PRIOR EXPENDITURES INCURRED. THEREFORE, THIS ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION.
ENTITY 3, ISSUER A:	SERIES 2008 (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2006 ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN SEPTEMBER OF 2008. FIFTH YEAR WOULD BE 6/25/13.
ENTITY 3, ISSUER B:	SERIES 2010 (SENTARA HEALTHCARE SYSTEM - VSBFA)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS (MAINLY FROM PROJECT FUND AND ESCROW FUND). PART II, 11 - OTHER SPENT PROCEEDS INCLUDES REFUNDING PROCEEDS AND INTEREST EARNINGS FROM REFUNDING ESCROW FUND. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 1997A AND 1998 ISSUE. THE REFUNDINGS WERE TREATED AS CURRENT REFUNDINGS FOR FEDERAL TAX PURPOSES. REFUNDING PROCEEDS WERE DEPOSITED INTO AN ESCROW FUND AND INVESTED. THOSE AMOUNTS WERE FULLY EXPENDED ON OR AROUND 3/1/2010 TO REDEEM THE PRIOR BONDS. PART IV, 2B - FIRST INSTALLMENT PERIOD FOR THIS ISSUE WILL END NO LATER THAN 1/28/2015. ARBITRAGE COMPLIANCE REPORT COMPLETED THROUGH DECEMBER 31, 2011, WHICH REFLECTED ALL PROCEEDS SPENT AND NO ACCRUING ARBITRAGE LIABILITY FOR SENTARA.
ENTITY 3, ISSUER C:	SERIES 2010B&C (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009B & 2009C ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2010. FIFTH YEAR WOULD BE 3/3/15.
ENTITY 3, ISSUER D:	SERIES 2012A (SENTARA HEALTHCARE SYSTEM - EDA OF NORFOLK)	PART II, 3 - AMOUNT OF TOTAL PROCEEDS OF ISSUE INCLUDES ISSUE PRICE. NO INTEREST WAS EARNED, ALL PROCEEDS SPENT ON OR AROUND DATE OF CLOSING FOR REFUNDING PURPOSES. PART II, 7 - THE COST OF ISSUANCE EXPENSES OF THE ISSUE WERE PAID WITH EQUITY FROM SENTARA AND NOT FROM BOND PROCEEDS. PART II, 14 - ISSUE REFUNDED A PRIOR SERIES 2009A ISSUE. THE REFUNDING WAS TREATED AS A CURRENT REFUNDING FOR FEDERAL TAX PURPOSES. ALL PROCEEDS SPENT ON THE DATE OF ISSUE. PART IV, 2B - ISSUE QUALIFIED FOR THE SIX-MONTH SPENDING EXCEPTION TO REBATE. SENTARA PROVIDED WITH ARBITRAGE COMPLIANCE CERTIFICATE IN MAY OF 2012. FIFTH YEAR WOULD BE 4/26/17.
ENTITY 4, ISSUER A:	SERIES 2012B (SENTARA HEALTHCARE SYSTEM)	PART II, 3 - TOTAL PROCEEDS OF THE ISSUE INCLUDES ISSUE PRICE, PLUS INTEREST EARNINGS ASSOCIATED WITH PROJECT FUND AND ESCROW FUNDS. PART II, 6 - INCLUDES REMAINING PROCEEDS BALANCE WITHIN POTOMAC SERIES 2003 ESCROW FUND AND INTEREST EARNINGS. PART II, 7 - COST OF ISSUANCE EXPENSES PAID FROM EQUITY CONTRIBUTION AND NOT FROM PROCEEDS OF THE SERIES 2012B BONDS. PART II, 11 - OTHER SPENT PROCEEDS INCLUDES PROCEEDS SPENT FROM MARTHA JEFFERSON SERIES 2002 ESCROW FUND, WHICH CLOSED OUT 10/1/2012. ALSO INCLUDES MATURED SECURITIES AND INTEREST AND INTEREST EARNINGS FROM POTOMAC SERIES 2003 ESCROW FUND. PART II, 12 - UNSPENT PROCEEDS CONSIST OF THE REMAINING PROJECT FUND PROCEEDS. PART II, 15 - SERIES 2012B ADVANCE REFUNDED THE MARTHA JEFFERSON SERIES 2002 BONDS MATURING 10/1/2012 - 10/1/2035 WITH A CALL FOR REDEMPTION DATE OF 10/1/2012. THE SERIES 2012B ALSO ADVANCE REFUNDED THE POTOMAC HOSPITAL SERIES 2003 BONDS MATURING 10/1/2012 - 10/1/2036 WITH A CALL FOR REDEMPTION DATE OF 10/1/2013. PART IV, 2A - SENTARA WILL HAVE ANNUAL ARBITRAGE COMPLIANCE REPORTS COMPLETED FOR THIS ISSUE. FIRST REPORT TO BE COMPLETED WITH A 5/16/2013 EVALUATION DATE. THE FIRST INSTALLMENT PERIOD WILL END NO LATER THAN MAY 16, 2017.
ENTITY 4, ISSUER B:	SERIES 2003 (POTOMAC HOSPITAL)	PART II, 2 - SERIES 2003 BONDS DEFEASED ON MAY 16, 2012, SENTARA ESTABLISHED ESCROW FUND WITH SERIES 2012B PROCEEDS AND REMAINING MONIES HELD IN PRIOR BOND FUND AND DEBT SERVICE RESERVE FUND MONIES. SERIES 2003 BONDS MATURING ON 10/1/2012 WERE REDEEMED BY THE 2012B ESCROW AS SCHEDULED, THE PRINCIPAL MATURING 10/1/2013 THROUGH 10/1/2036 WILL BE CALLED FOR REDEMPTION ON 10/1/2013, THE FINAL REDEMPTION DATE. PART II, 11 - INCLUDES INTEREST EARNINGS FROM THE DEBT SERVICE RESERVE FUND WHICH WERE TRANSFERRED TO THE SERIES 2003 BOND FUND ON A REGULAR BASIS TO BE USED FOR DEBT SERVICE PURPOSES ON THE SERIES 2003 BONDS PART II, 12 - UNSPENT PROCEEDS CONSIST OF DEBT SERVICE RESERVE PROCEEDS CURRENTLY HELD IN THE 2012B ESCROW FUND. PART IV, 2C - ARBITRAGE COMPLIANCE REPORTS ARE SUBMITTED TO SENTARA ANNUALLY. THE LAST REPORT COMPLETED FOR THE 2003 BONDS WAS AS OF OCTOBER 1, 2012, THE NINTH BOND YEAR. THE FIRST INSTALLMENT PERIOD REPORT WAS THROUGH 10/1/2008 AND RESULTED IN NO REBATE PAYMENT DUE TO THE IRS. THE SECOND INSTALLMENT AND FINAL REPORT WILL BE COMPLETED AS OF 10/1/2013. PART IV, 5A - THE GUARANTEED INVESTMENT CONTRACT WAS ENTERED INTO ON DECEMBER 18, 2003 AND WAS TERMINATED ON MAY 14, 2012 IN ANTICIPATION OF 2012B DEFEASANCE. THE ORIGINAL MATURITY DATE WAS SEPTEMBER 30, 2013. POTOMAC HOSPITAL RECEIVED PAR PLUS ACCRUED INTEREST ON GIC AT TERMINATION, NO MARKET VALUE PREMIUM.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) ALLISON K KRAKAUR	FAMILY MEMBER OF KEN KRAKAUR, SENIOR VICE PRESIDENT.	94,020	EMPLOYMENT		No
(2) DIANA ROSS	FAMILY MEMBER OF THOMAS ROSS, TRUSTEE.	98,486	EMPLOYMENT		No
(3) MARC A SHARP	FAMILY MEMBER OF MARC B. SHARP, DIRECTOR,TRUSTEE AND CHAIRMAN.	44,651	EMPLOYMENT		No
(4) KAUFMAN AND CANOLES	ENTITY OF WHICH DIR/TRUST. L. CUMMING & TRUST. C. E. RUSSELL ARE PARTNERS.	366,890	LEGAL SERVICES		No
(5) WILLCOX & SAVAGE	ENTITY OF WHICH TRUSTEE ALLAN G. DONN IS A > 5% MEMBER.	250,740	LEGAL SERVICES		No
(6) OPACC I LLC	SEE BELOW.	189,094	RENT EXPENSE		No
(7) VHHA	SEE BELOW.	566,044	MEMBERSHIP		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
		OPACC I, LLC-CONTINUED(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:OFFICER KENNETH KRAKAUR IS A BOARD MEMBER OF OPACC I, LLC, A JOINT VENTURE OF SENTARA VENTURES, INC., A TAXABLE SUBSIDIARY OF SENTARA HOLDINGS, INC., WHICH IS A TAXABLE SUBSIDIARY OF THE ORGANIZATION.
		DIRECTORS/TRUSTEES/OFFICERS/KEY EMPLOYEES OF THE ORGANIZATION MAY ALSO SERVE AS DIRECTORS/TRUSTEES/OFFICERS OF RELATED TAXABLE ENTITIES WITHIN THE SENTARA HEALTHCARE SYSTEM. SEE SCHEDULE R FOR A LISTING OF TRANSACTIONS THE ORGANIZATION HAD WITH THESE RELATED TAXABLE ENTITIES.
		THE ORGANIZATION PAYS VARIOUS EXPENSES ON BEHALF OF AFFILIATED JOINT VENTURES, FOR WHICH IT IS LATER REIMBURSED. FOR SCHEDULE L PURPOSES, EXPENSE REIMBURSEMENTS WERE NOT CONSIDERED "BUSINESS TRANSACTIONS" AND ACCORDINGLY, HAVE NOT BEEN REPORTED.
		(A) NAME OF PERSON: VHHA(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:ENTITY OF WHICH PRESIDENT/COO HOWARD KERN IS A BOARD MEMBER(D) DESCRIPTION OF TRANSACTION: MEMBERSHIP DUES

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

Identifier	Return Reference	Explanation
		SENTARA HEALTHCARE I. YOUR NOT-FOR-PROFIT HEALTH PARTNER FOR MORE THAN 120 YEARS, SENTARA HEALTHCARE HAS BEEN COMMITTED TO HELPING PEOPLE WITH THEIR HEALTHCARE NEEDS, AND IN 2010 AND 2011, MODERN HEALTHCARE MAGAZINE RECOGNIZED US AS THE NATION'S NUMBER-ONE MOST INTEGRATED HEALTHCARE SYSTEM. U.S. NEWS & WORLD REPORT NAMED US THE MOST RECOGNIZED PROVIDER IN HAMPTON ROADS, A COMMUNITY OF CITIES AND COUNTIES IN SOUTHEAST VIRGINIA. PROVIDERS INCLUDED ON THE LIST MAY BE CONSIDERED AMONG THE NATION'S BEST OR ARE HIGH-PERFORMING IN THE REGION THEY SERVE. FOUNDED IN 1888 AS THE RETREAT FOR THE SICK IN NORFOLK, VIRGINIA, WE HAVE GROWN THROUGHOUT VIRGINIA AND NORTH CAROLINA AND NOW OPERATE MORE THAN 100 SITES OF CARE, INCLUDING 10 ACUTE CARE HOSPITALS, SEVEN IN HAMPTON ROADS, ONE IN NORTHERN VIRGINIA, AND TWO IN THE BLUE RIDGE REGION OF VIRGINIA. AS WE FINALIZE THIS REPORT, WE HAVE COMPLETED OUR MERGER WITH HALIFAX REGIONAL HEALTH SYSTEM IN CENTRAL VIRGINIA. OUR NOT-FOR-PROFIT SYSTEM PROUDLY INCLUDES ADVANCED IMAGING CENTERS, NURSING AND ASSISTED-LIVING CENTERS, OUTPATIENT CAMPUSES, PHYSICAL THERAPY AND REHABILITATION SERVICES, A HOME HEALTH AND HOSPICE AGENCY, A 3,680-PROVIDER MEDICAL STAFF, AND THREE MEDICAL GROUPS WITH 618 PROVIDERS. IN ADDITION, WE PROVIDE MEDICAL TRANSPORT AMBULANCES AND THE NIGHTINGALE AIR AMBULANCE, AND WE EXTEND HEALTH INSURANCE TO MORE THAN 450,000 PEOPLE THROUGH OPTIMA HEALTH, OUR AWARD-WINNING HEALTH PLAN. AMONG OUR MANY STRENGTHS, WE ARE A NATIONAL LEADER IN HEART AND KIDNEY CARE, STROKE CARE, AND INFECTION PREVENTION, AND WE WERE THE FIRST IN THE NATION TO DEVELOP THE EICU, A REMOTE MONITORING SYSTEM FOR INTENSIVE CARE. OUR DEDICATION TO IMPROVING AND INCREASING MEDICAL OPTIONS FOR OUR NEIGHBORS IS REINFORCED BY OUR COMMUNITY OUTREACH PROGRAMS, OUR INTRODUCTION OF NEW MEDICAL PROCEDURES, AND OUR PARTICIPATION IN MEDICAL TRIALS. THROUGH ALL OF THIS WORK, WE ADVANCE OUR MISSION OF IMPROVING HEALTH EVERY DAY. II. GROWING THE SENTARA FAMILY SINCE THE BEGINNING, SENTARA HAS REACHED OUT TO NEARBY INDUSTRY LEADERS AND JOINED FORCES TO EXTEND HEALTHCARE TO MORE PEOPLE. IN RECENT YEARS, WE HAVE GROWN THROUGHOUT VIRGINIA BY SEEKING PARTNERSHIPS WITH LONG-ESTABLISHED AND SUCCESSFUL HOSPITALS AND HEALTHCARE SYSTEMS WHO SHARE OUR DEDICATION TO EXCELLENCE AND VALUE. OUR INTEGRATED HEALTHCARE SYSTEM NOW INCLUDES: A. MARTHA JEFFERSON HOSPITAL MARTHA JEFFERSON HOSPITAL, A 176-BED, NOT-FOR-PROFIT COMMUNITY HOSPITAL LOCATED IN CHARLOTTESVILLE, VIRGINIA, OFFICIALLY BECAME PART OF SENTARA HEALTHCARE IN JUNE 2011, MAKING IT OUR 10TH HOSPITAL. THE HOSPITAL ADMITS MORE THAN 11,000 INPATIENTS; TREATS MORE THAN 214,000 OUTPATIENTS; AND DELIVERS NEARLY 1,800 BABIES EACH YEAR. MJH PERFORMS MORE THAN 2,700 INPATIENT AND MORE THAN 3,600 OUTPATIENT SURGICAL PROCEDURES ANNUALLY, AND THE EMERGENCY DEPARTMENT TREATS MORE THAN 48,700 PATIENTS. MAJOR SERVICES INCLUDE A CANCER CARE CENTER, DIGESTIVE CARE CENTER, CARDIOLOGY CARE CENTER, ORTHOPEDICS, INCLUDING SPINE SURGERY AND JOINT REPLACEMENT SURGERY, WEIGHT LOSS SURGERY, STROKE CENTER SURGERY, THORACIC SURGERY, VASCULAR MEDICINE AND SURGERY, AND A WOMEN'S HEALTH CENTER. B. RMH HEALTHCARE SENTARA HEALTHCARE FINALIZED ITS AFFILIATION WITH RMH HEALTHCARE (FORMALLY ROCKINGHAM MEMORIAL HOSPITAL) IN MAY 2011. RMH IS A 238-BED, NOT-FOR-PROFIT COMMUNITY HOSPITAL IN HARRISONBURG, VIRGINIA THAT FIRST OPENED ITS DOORS IN 1912. SERVING A POPULATION OF OVER 200,000, THE HOSPITAL ADMITS MORE THAN 15,500 INPATIENTS AND DELIVERS CLOSE TO 1,750 BABIES ANNUALLY. THE STAFF AVERAGES MORE THAN 18,000 SURGICAL PROCEDURES ANNUALLY. THE RMH HAHN CENTER PROVIDES MORE THAN 16,000 CANCER TREATMENTS, AND THE RMH EMERGENCY DEPARTMENT TREATS MORE THAN 70,000 PATIENTS. SIGNATURE SERVICES INCLUDE A COMPREHENSIVE HEART AND VASCULAR CENTER, A FAMILY BIRTHPLACE, A SLEEP MEDICINE CENTER, IMAGING SERVICES, BEHAVIORAL HEALTH SERVICES, A WOMEN'S CENTER, AND A WELLNESS CENTER. C. SENTARA NORTHERN VIRGINIA MEDICAL CENTER IN DECEMBER 2009, SENTARA HEALTHCARE FINALIZED ITS AFFILIATION WITH POTOMAC HOSPITAL IN NORTHERN VIRGINIA. THE HOSPITAL FORMALLY ADOPTED THE SENTARA NAME IN 2011, AND THEN IN 2012 BEGAN CONDUCTING BUSINESS UNDER THE NAME SENTARA NORTHERN VIRGINIA MEDICAL CENTER (SNVMC). SNVMC IS A 183-BED, NOT-FOR-PROFIT COMMUNITY HOSPITAL LOCATED IN WOODBRIDGE, VIRGINIA. THE HOSPITAL OFFERS A WIDE RANGE OF MEDICAL SPECIALTIES, A HIGHLY QUALIFIED MEDICAL AND CLINICAL STAFF, AND STATE-OF-THE-ART TECHNOLOGY TO UPHOLD ITS MISSION OF CARING FOR EVERYONE IN PRINCE WILLIAM COUNTY AND THE SURROUNDING COMMUNITIES. RESIDENTS IN NORTHERN VIRGINIA NOW HAVE THE OPTION OF RECEIVING CARDIOVASCULAR CARE CLOSE TO HOME, THANKS TO THE NEW SERVICES OFFERED IN THE SENTARA HEART AND VASCULAR CENTER AT SENTARA NORTHERN VIRGINIA MEDICAL CENTER. THE 12,000 SQUARE FOOT CENTER WITHIN THE HOSPITAL INCLUDES INTERVENTIONAL CARDIAC CATHETERIZATION (PREVIOUSLY UNAVAILABLE IN THE COUNTY), EMERGENT CARE OF STEMI PATIENTS AND OTHER PROCEDURES FOR CARDIAC DISEASE. RESIDENTS CAN ALSO BENEFIT FROM THE CONVENIENT, HIGH-QUALITY CARE OFFERED BY SENTARA MEDICAL GROUP, A PATIENT-FOCUSED PRACTICE WITH MULTI-SPECIALTY PHYSICIANS WITH OFFICES IN NORTHERN VIRGINIA. D. MDLIVE IN AUGUST 2012, SENTARA AND MDLIVE ANNOUNCED AN EQUITY PARTNERSHIP TO DELIVER REAL-TIME MEDICAL CONSULTATIONS VIA TELEPHONE AND ONLINE VIDEO THROUGH AN ESTABLISHED NETWORK OF PHYSICIANS. PATIENTS USE THE MDLIVE VIRTUAL CONSULT PLATFORM TO CONSULT DIRECTLY WITH A LICENSED SENTARA OR PARTNER PHYSICIAN WHO CAN DIAGNOSE LOW-ACUITY ILLNESSES, PROVIDE CARE, AND SUBSCRIBE PRESCRIPTIONS. E. HALIFAX REGIONAL HEALTH SYSTEM IN THE FALL OF 2012, HALIFAX REGIONAL HEALTH SYSTEM SIGNED A LETTER OF INTENT TO MERGE WITH SENTARA HEALTHCARE. IT IS AN INTEGRATED SYSTEM INCLUDING A 192-BED HOSPITAL, THREE LONG-TERM CARE FACILITIES, A HOME CARE AND HOSPICE FACILITY, AND A BROAD RANGE OF SPECIALTIES AND OUTPATIENT SERVICES ACROSS THE SOUTH BOSTON REGION, ABOUT 165 MILES WEST OF NORFOLK. THE MERGER WAS COMPLETED ON JULY 1, 2013. III. CONSTANTLY LOOKING AHEAD TO BEST SERVE OUR COMMUNITIES AND PROVIDE THE MOST PATIENT-FOCUSED, COST-EFFECTIVE HEALTHCARE POSSIBLE, WE SEEK TO EXPAND AND ENHANCE OUR SERVICES IN A VARIETY OF WAYS. WE STRIVE TO BE THE FIRST IN OUR COMMUNITIES TO OFFER NEW, YET PROVEN, MEDICAL PROCEDURES, AND WE REACH OUT TO NEW COMMUNITIES TO OFFER SERVICES WE HAVE PROUDLY AND SUCCESSFULLY OFFERED IN OTHER REGIONS. SOME OF THE WAYS WE HAVE DONE THIS RECENTLY INCLUDE: A. OFFERING AND STUDYING NEW PROCEDURES AND TECHNOLOGY SENTARA PHYSICIANS LEAD THE WAY IN HAMPTON ROADS BY OFFERING LIFESAVING PROCEDURES PREVIOUSLY NOT AVAILABLE IN THE REGION OR NOT READILY AVAILABLE. BY DOING SO, THEY GIVE RESIDENTS THE COMFORT AND COST-SAVINGS OF BEING CLOSE TO HOME WHILE IMPROVING THEIR HEALTH. IN 2012, SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER STARTED A NEW TREATMENT FOR SEVERE ASTHMA CALLED BRONCHIAL THERMOPLASTY. THIS MINIMALLY INVASIVE OUTPATIENT PROCEDURE USES A BRONCHOSCOPE TO DELIVER THERMAL ENERGY TO THE LUNGS OF PATIENTS WITH ASTHMA TO DECREASE THE AMOUNT OF SMOOTH MUSCLE IN THE LUNGS THE MUSCLES THAT CONSTRICT AND RESULT IN ASTHMA SYMPTOMS. THAT SAME YEAR, THE SENTARA CANCER NETWORK'S MOBILE PET/CT BEGAN PERFORMING A FULL BODY SCAN TO DISCOVER AND STAGE CANCERS THAT MAY HAVE SPREAD TO THE BONES. THIS IS POSSIBLE DUE TO THE FDA'S APPROVAL OF THE USE OF 18F-SODIUM FLUORIDE AS AN INJECTION. WITH A $725,000 GRANT FROM THE POTOMAC HEALTH FOUNDATION, SENTARA NORTHERN VIRGINIA MEDICAL CENTER PURCHASED A NEW DIGITAL MAMMOGRAPHY VAN. WITH THE VAN, THE CENTER REACHES WOMEN WITH LITTLE OR NO INSURANCE, IN HOPES OF DETECTING CANCER EARLIER IN WOMEN IN PRINCE WILLIAM COUNTY, WHERE THERE'S A HIGHER-THAN-AVERAGE DEATH RATE FROM BREAST CANCER. IMPORTANT OPTIONS OUR PHYSICIANS INTRODUCED IN 2011 INCLUDED THE REGION'S FIRST AORTIC VALVE REPLACEMENT VIA CATHETER, THE FIRST O-ARM IMAGING SYSTEM TO ENHANCE SPINAL SURGERY, THE FIRST PAIRED KIDNEY EXCHANGE, AND A NEW ELECTROMAGNETIC NAVIGATIONAL BRONCHOSCOPY PROCEDURE. ALSO IN 2011, SENTARA WAS RECOGNIZED BY THE VIRGINIA HEART ATTACK COALITION FOR OUR EFFORTS IN WORKING WITH AREA EMS UNITS TO LAUNCH LIFENET, WHICH TRANSMITS VITAL, POTENTIALLY LIFESAVING PATIENT INFORMATION WHEN A HEART ATTACK IS SUSPECTED BY AN EMS TECHNICIAN. WE EXPLORED NEW TREATMENTS AS WELL IN NUMEROUS STUDIES. ONE OF THE MOST SIGNIFICANT RESEARCH PROJECTS WAS A STROKE STUDY OUR DOCTORS AND PATIENTS JOINED. THE STUDY RESULTS LED TO AN EARLY DECISION TO END ENROLLMENT AFTER FINDING THAT PATIENTS AT HIGH RISK OF A SECOND STROKE WHO WERE TREATED WITH STENTS THOUGHT TO BE MORE HELPFUL THAN AGGRESSIVE MEDICAL MANAGEMENT WERE ACTUALLY FARING WORSE. THIS IS JUST ONE EXAMPLE OF OUR COMMITMENT TO EXPLORING NEW OPTIONS AND QUICKLY APPLYING ACQUIRED KNOWLEDGE TO BETTER SERVE OUR PATIENTS.
		GAINING SUCH KNOWLEDGE IN REGARDS TO THE BRAIN WAS PART OF OUR MOTIVATION LAST YEAR WHEN WE CREATED THE SENTARA NEUROSCIENCES INSTITUTE, A NETWORK OF NEUROSCIENCE EXPERTS DEDICATED TO EDUCATION, PREVENTION, RESEARCH AND THE TREATMENT OF NEUROLOGIC DISORDERS. SENTARA NEUROSCIENCES INSTITUTE PHYSICIANS ARE INVOLVED IN NATIONAL RESEARCH STUDIES OFFERING LOCAL PATIENTS NEW TREATMENT OPTIONS NOT OTHERWISE AVAILABLE IN THE AREA. NEARLY TWO DOZEN STUDIES ARE CURRENTLY UNDERWAY IN STROKE CARE, EPILEPSY, AND PARKINSON'S DISEASE WITH PATIENTS IN THE REGION. IN COLLABORATION WITH EASTERN VIRGINIA MEDICAL SCHOOL AND OTHER NEUROSCIENCE EXPERTS, THE SENTARA NEUROSCIENCES INSTITUTE OFFERS SOME OF THE MOST COMPREHENSIVE AND ADVANCED CARE TREATING DISEASES OF THE BRAIN, SPINAL CORD, NERVES AND MUSCLES IN VIRGINIA. THE INSTITUTE STRENGTHENS THE NEUROSCIENCE PROGRAM THAT HAS BEEN IN PLACE AT SENTARA FOR YEARS. ON SEPTEMBER 17, 2012, SURGEONS AND CARDIOLOGISTS AT SENTARA HEART HOSPITAL WERE THE FIRST IN THE WORLD TO BEGIN PERFORMING SURGERIES IN THE DUAL EPICARDIAL ENDOCARDIAL PERSISTENT (DEEP) ATRIAL FIBRILLATION FEASIBILITY TRIAL. THIS FOOD AND DRUG ADMINISTRATION-APPROVED STUDY IS SPONSORED BY CARDIAC DEVICE MANUFACTURER ATRICURE, INC. AND IS DESIGNED TO EVALUATE THE SAFETY AND EFFICACY OF A COMBINED PROCEDURE WHEREBY THE SURGEON CREATES LINES OF BLOCK ON THE OUTSIDE OF THE HEART WORKING THROUGH TINY CHEST INCISIONS. B. EXPANDING SERVICE AREAS AND PARTNERSHIPS OPTIMA HEALTH, SENTARA HEALTHCARE'S AWARD-WINNING HEALTH PLAN, EXPANDED ITS POPULAR OFFERINGS TO SOUTHWEST VIRGINIA, ROANOKE, AND SURROUNDING COMMUNITIES IN 2011. WE HAVE TAKEN SIMILAR STEPS IN THE RECENT PAST: MEDICAL TRANSPORT, OUR PREMIER COMMERCIAL EMS AGENCY AND AMBULANCE TRANSPORT SERVICE IN SOUTHEASTERN VIRGINIA, WITH ITS HOME OFFICE IN VIRGINIA BEACH, EXPANDED TO CHARLOTTESVILLE AND PETERSBURG, VIRGINIA IN 2008, TO CHRISTIANBURG AND ROANOKE, VIRGINIA IN 2009 AND TO THE PRINCE WILLIAM AREA IN 2010. MEDICAL TRANSPORT IS DEDICATED TO SERVING ITS PATIENTS WITH OUTSTANDING CUSTOMER SERVICE WITH THE LARGEST FLEET OF AMBULANCES IN VIRGINIA. SENTARA HOME CARE ALSO EXPANDED IN A SIMILAR WAY TO SERVE MORE VIRGINIANS. WE HAVE BEEN BRINGING HIGH-QUALITY HEALTHCARE HOME TO OUR PATIENTS SINCE 1982. TODAY, SENTARA HOME CARE SERVES PATIENTS THROUGHOUT MOST OF VIRGINIA AND BEYOND, INCLUDING HAMPTON ROADS, RICHMOND, AND NORTHEASTERN NORTH CAROLINA. IN 2008, HOME CARE'S SERVICE AREA GREW TO CHARLOTTESVILLE AND COVINGTON, VIRGINIA, AND IN 2009, IT EXPANDED TO BATH COUNTY IN WESTERN VIRGINIA. IN 2012, SENTARA ENTERPRISES ENTERED A PARTNERSHIP TO PROVIDE HOME CARE IN NORTHERN VIRGINIA. IN ADDITION TO EXPANDING SERVICES, SENTARA FORMED PARTNERSHIPS IN 2011 TO STREAMLINE PROCEDURES AND REDUCE COSTS. WE JOINED FORCES WITH MEDSTAR HEALTH AND NOVANT HEALTH WITH THE INTENTION OF SIMPLIFYING THE PURCHASING OF SUPPLIES AND SECURING QUANTITY DISCOUNTS. WORKING TOGETHER TO PURCHASE SUPPLIES AS ONE ENTITY, WE WILL PRODUCE SAVINGS THAT CAN SUPPORT LOWER HEALTHCARE COSTS. C. EXPANDING EDUCATIONAL SERVICES SENTARA ANNOUNCED A SIGNIFICANT GIFT TO EASTERN VIRGINIA MEDICAL SCHOOL (EVMS) IN 2011 IN THE FORM OF TWO SEPARATE ENDOWMENTS OF $5 MILLION EACH. TOGETHER THESE GIFTS REPRESENT THE LARGEST DONATION IN THE MEDICAL SCHOOL'S HISTORY. THEY WILL PROVIDE ONGOING SUPPORT TO THE SENTARA SIMULATION CENTER FOR IMMERSIVE LEARNING AT EVMS AND THE GLENNAN CENTER FOR GERIATRICS AND GERONTOLOGY. SINCE 2006, SENTARA HAS COMMITTED TO PROVIDE EVMS WITH $52 MILLION IN PROGRAM DEVELOPMENT FUNDING. IN ADDITION TO SUPPORTING EVMS, SENTARA HAS ALSO EXPANDED ITS OWN EDUCATIONAL SERVICES. THE SENTARA SCHOOL OF HEALTH PROFESSIONALS CHANGED ITS NAME IN 2009 TO THE SENTARA COLLEGE OF HEALTH SCIENCES (SCHS) AFTER RECEIVING APPROVAL TO OFFER A BACCALAUREATE DEGREE IN NURSING. OUR NEW BACHELOR OF SCIENCE IN NURSING PROGRAM BEGAN AUGUST 2010 WITH FOUR WAYS TO RECEIVE A BACHELOR OF SCIENCE IN NURSING DEGREE: TRADITIONAL BSN, LPN TO BSN, RN TO BSN AND EARLY ADMISSION FOR HIGH SCHOOL SENIORS. OUR CARDIOVASCULAR PROGRAMS ADDED A NEW SPECIALTY IN 2011 - CARDIAC ELECTROPHYSIOLOGY, AND ALL FOUR SPECIALTIES (INVASIVE CARDIOVASCULAR TECHNOLOGIST, NON-INVASIVE VASCULAR STUDY, ADULT ECHOCARDIOGRAPHY, AND SURGICAL TECHNOLOGY) BECAME ASSOCIATES OF OCCUPATIONAL SCIENCE DEGREES IN 2010. THE SURGICAL TECHNOLOGY PROGRAM LAUNCHES THE FIRST ASSOCIATE OF OCCUPATIONAL SCIENCE DEGREE WITH THE JANUARY 2013 CLASS. IV. BUILDING FOR THE FUTURE ALONG WITH REACHING OUT TO NEW COMMUNITIES, SENTARA HEALTHCARE STRIVES TO BUILD ON OUR EXISTING SERVICES AND IN OUR ESTABLISHED AREAS SO THAT WE EXCEED OUR PATIENTS' EXPECTATIONS AND MEET GROWING HEALTHCARE DEMANDS. SOME OF THE CHANGES WE HAVE INVESTED IN IN OUR ESTABLISHED COMMUNITIES RECENTLY INCLUDE: A. SENTARA LAKE RIDGE CONSTRUCTION BEGAN IN 2011 ON SENTARA LAKE RIDGE, AN INNOVATIVE AND MODERN OUTPATIENT CAMPUS OFFERING CONVENIENT, HIGH-QUALITY MEDICAL SERVICES AND A PATIENT-FOCUSED EXPERIENCE. THE 43,500 SQUARE-FOOT FACILITY OPENED IN APRIL 2012 AS SENTARA'S FIRST OUTPATIENT FACILITY IN NORTHERN VIRGINIA TO PROVIDE 24-HOUR EMERGENCY CARE, ADVANCED IMAGING BY BOARD-CERTIFIED PHYSICIANS, AND LABORATORY SERVICES. IN 2012, SENTARA NORTHERN VIRGINIA MEDICAL CENTER PARTNERED WITH BLUE CHIP SURGICAL CENTER PARTNERS TO PROVIDE CARE THROUGH THE LAKE RIDGE AMBULATORY SURGERY CENTER, WHICH WILL OFFER ORTHOPEDIC AND SPINE SURGERY AND PAIN MANAGEMENT SERVICES IN A 9,500 SQUARE FOOT OFFICE EQUIPPED WITH ONE OR AND ONE PROCEDURE ROOM. B. SENTARA PRINCESS ANNE HOSPITAL THIS NEW, FIVE-STORY ACUTE CARE HOSPITAL OPENED IN AUGUST 2011 IN PARTNERSHIP WITH BON SECOURS VIRGINIA. THE 330,400-SQUARE-FOOT HOSPITAL COMPLEMENTS THE CONVENIENT OUTPATIENT SERVICES ALREADY PROVIDED AT SENTARA PRINCESS ANNE HEALTH CAMPUS AND OFFERS COMPREHENSIVE SURGICAL PROCEDURES, INTENSIVE CARE, ADVANCED CARDIAC CARE, AND A DEDICATED FAMILY MATERNITY CENTER FOR SOUTHERN VIRGINIA BEACH RESIDENTS. C. SENTARA LEIGH TOWER WORK BEGAN IN DECEMBER 2011 ON A MULTI-PHASE, THREE-YEAR PROJECT TO BUILD A NEW SENTARA LEIGH HOSPITAL ON THE SITE OF THE CURRENT ONE. TWO FIVE-STORY PATIENT TOWERS WILL EVENTUALLY REPLACE THREE 1970S-ERA WINGS AT THE NORFOLK, VIRGINIA HOSPITAL. THE NEW TOWERS WILL FEATURE STATE-OF-THE-ART PATIENT ROOMS WITH PRIVATE BATHROOMS, NO-STEP SHOWERS AND OVERNIGHT ACCOMMODATIONS FOR FAMILIES. THE PROJECT ALSO INCLUDES A 48-BED ORTHOPEDIC AND REHABILITATION CENTER ON THE FIRST FLOOR THAT WILL EMPLOY PART OF THE OUTSIDE GARDEN SPACE FOR WALKING EXERCISES ON DIFFERENT GRADES AND SURFACES MAKING IT A TRUE HEALING GARDEN. THE PROJECT WILL CONTINUE AS OUR STAFF MAINTAINS EXCELLENT, UNINTERRUPTED PATIENT CARE DURING THE PHASED CONSTRUCTION. D. SENTARA SENIOR DAY SERVICES SENTARA LIFE CARE, THE SENIOR SERVICES DIVISION OF SENTARA HEALTHCARE, INTRODUCED SENIOR DAY SERVICES AT SENTARA VILLAGE IN CHESAPEAKE IN NOVEMBER 2011. A SIMILAR PROGRAM HAS BEEN IN OPERATION FOR 19 YEARS AT SENTARA VILLAGE IN VIRGINIA BEACH. IT OFFERS A CHOICE OF FULL- AND HALF-DAY PROGRAMS AND HOURLY RESPITE SERVICES FOR SENIORS WHO LIVE AT HOME WITH THEIR FAMILIES. THE PROGRAM INCLUDES MEALS, ACTIVITIES AND SOCIALIZATION IN A SAFE ENVIRONMENT MONDAY THROUGH SATURDAY. WHEELCHAIR-ACCESSIBLE VAN TRANSPORTATION TO THE PROGRAM AND BACK HOME IS AVAILABLE. THE PROGRAM IS DESIGNED TO MEET SENIORS' SOCIALIZATION NEEDS AND FEATURES CRAFTS, CLASSES, AND OUTINGS AS PARTICIPANTS ARE ABLE AND INTERESTED. E. NEW NIGHTINGALE REGIONAL AIR AMBULANCE IN JUNE 2011, SENTARA HEALTH FOUNDATION WORKED WITH THE COMMUNITY TO COMPLETE THE PURCHASE OF A NEW HELICOPTER TO REPLACE OUR NIGHTINGALE REGIONAL AIR AMBULANCE HELICOPTER. THE TOTAL COST OF THE NEW STATE-OF-THE-ART EUROCOPTER EC-145 WAS $7.2 MILLION. NIGHTINGALE OPERATES AT A DEFICIT OF AS MUCH AS $650,000 PER YEAR BECAUSE SENTARA TAKES CARE OF EVERY NIGHTINGALE PATIENT, 24 HOURS PER DAY, REGARDLESS OF ABILITY TO PAY. EVERY YEAR, NIGHTINGALE TOUCHES THE LIVES OF ALMOST 700 CRITICALLY ILL AND INJURED PATIENTS. F. NEW PATIENT WING AT SENTARA OBICI THE ADDITION OF A NEW WING TO SENTARA OBICI HOSPITAL WAS COMPLETED IN JUNE 2010. THE NEW THREE-STORY, 63,480 SQUARE-FOOT WING OF THE SUFFOLK, VIRGINIA HOSPITAL INCLUDES ALL PRIVATE BEDS SERVING ORTHOPEDIC, MEDICAL, AND SURGICAL PATIENTS. IT INCREASED THE HOSPITAL'S BED CAPACITY TO 168 BEDS AND WILL HELP US MEET OUR GOAL OF IMPROVING CARE AND ACCESS FOR SENTARA OBICI HOSPITAL PATIENTS AND THE SURROUNDING WESTERN HAMPTON ROADS COMMUNITY, WHICH IS EXPECTED TO GROW 10 PERCENT BY 2014.
		G. ORTHOPEDIC HOSPITAL AT SENTARA CAREPLEX THE ORTHOPEDIC HOSPITAL AT SENTARA CAREPLEX IN HAMPTON, VIRGINIA OPENED IN JULY 2010 AS THE AREA'S FIRST DEDICATED ORTHOPEDIC HOSPITAL, TAKING SPECIALIZED ORTHOPEDIC CARE TO A NEW LEVEL. THE 55,000 SQUARE-FOOT, TWO-STORY FACILITY PROVIDES PATIENTS ACCESS TO THE FULL CONTINUUM OF ORTHOPEDIC SERVICES, FROM THE PRE-OPERATIVE PHASE AND SURGERY TO REHABILITATION AND HOME CARE SERVICES. H. SENTARA ST. LUKE'S THIS TWO-STORY, 52,000 SQUARE-FOOT MEDICAL OFFICE BUILDING OPENED IN ISLE OF WIGHT, VIRGINIA IN 2010. IT FEATURES AN URGENT CARE CENTER, AN ADVANCED IMAGING CENTER, LABORATORY SERVICES, AND PHYSICAL THERAPY SERVICES. IT ALSO HOUSES SEVERAL PRIMARY CARE AND SPECIALTY PHYSICIANS. I. SECOND PACE LOCATION A SECOND LOCATION FOR THE PACE PROGRAM OPERATED BY SENTARA LIFE CARE CORPORATION, SENTARA'S LONG-TERM CARE DIVISION, OPENED IN PORTSMOUTH, VIRGINIA IN MARCH 2010. PACE, OR PROGRAM OF ALL-INCLUSIVE CARE FOR THE ELDERLY, IS AN ADULT DAY CARE PROGRAM THAT IS A NURSING HOME ALTERNATIVE. THE FIRST OF ITS KIND IN VIRGINIA, THE PROGRAM IS A PREPAID HEALTH PLAN THAT PROVIDES TOTAL CARE FOR PARTICIPANTS, INCLUDING COMPREHENSIVE MEDICAL AND REHABILITATIVE SERVICES, IN-HOME SERVICES AND TRANSPORTATION. J. SENTARA HOSPICE HOUSE IN MAY 2012, SENTARA BROKE GROUND ON SENTARA HOSPICE HOUSE, AN 8,311 SQUARE-FOOT FACILITY TO PROVIDE CARE FOR UP TO 12 PEOPLE AND THEIR FAMILIES. WITH ONLY FIVE LIVE-IN HOSPICES IN VIRGINIA AND NONE IN HAMPTON ROADS, PATIENTS WERE NOT OFTEN ABLE TO CHOOSE THIS CARE OPTION UNTIL NOW. K. RMH WOMEN'S CENTER CONSTRUCTION BEGAN ON THE RMH FUNKHOUSER WOMEN'S CENTER IN JUNE 2012. THE 15,000 SQUARE FOOT CENTER WILL HOUSE WOMEN'S IMAGING, INCLUDING ADVANCED BREAST IMAGING/MAMMOGRAPHY AND BONE DENSITY SCREENING, RMH BREAST CARE, THE IMAGE RECOVERY CENTER, RMH HEART CHECK FOR MEN AND WOMEN, AND A SURGEON'S OFFICE. L. RMH OUTPATIENT ORTHOPEDICS & ADVANCED IMAGING CENTER RMH GAINED APPROVAL FOR THE NEW CENTER IN JULY 2012. THE NEW FACILITY WILL BE AN ORTHOPEDIC AND SPORTS MEDICINE DESTINATION INCLUDING ADVANCED IMAGING, RMH ORTHOPEDICS AND SPORTS MEDICINE, REHABILITATION THERAPY, A SPORTS PERFORMANCE ARENA AND AN INTERVENTIONAL SUITE FOR PAIN MANAGEMENT AND SPECIAL PROCEDURES. M. MARTHA JEFFERSON OUTPATIENT CARE CENTER A NEW OUTPATIENT CARE CENTER OPENED IN THE FALL OF 2012, WITH A FREE-STANDING 24-HOUR ED AND IMAGING, LABORATORY SERVICES, AND A PRIMARY CARE PRACTICE. THE ED SHORTENS TRAVEL TIME FOR EMS PROVIDERS, AND THE FACILITY AS A WHOLE HELPS CUT TRAVEL TIME FOR PATIENTS IN THE NORTHERN COUNTIES. V. SENTARA QUALITY & PATIENT SAFETY DISTINCTIONS A. MEASURING QUALITY HEALTHCARE SINCE OUR HEALTH SYSTEM'S EARLIEST YEARS, WE HAVE BELIEVED THE COMMUNITY DESERVES HEALTHCARE THAT IS MEASURABLY BETTER. SENTARA'S GOAL IS TO BE ACCREDITED BY RESPECTED NATIONAL ORGANIZATIONS AND TO ACHIEVE TOP 10 PERCENT PERFORMANCE WHEREVER BENCHMARKS EXIST. WE ARE PROUD OF THE WORK WE HAVE DONE SO FAR TOWARD THIS GOAL, AS IT HAS BEEN RECOGNIZED IN MANY WAYS: 1. TOP 100 INTEGRATED HEALTHCARE NETWORK SENTARA HAS CONSISTENTLY RANKED AMONG THE NATION'S TOP INTEGRATED HEALTHCARE NETWORKS AS PUBLISHED IN MODERN HEALTHCARE'S FACT-BASED RANKING. THE ONLY HEALTHCARE SYSTEM IN THE COUNTRY TO BE AMONG THE NATION'S TOP 10 FOR ALL 15 YEARS OF THE SURVEY, SENTARA LANDED AT NUMBER ONE IN 2001, 2010 AND 2011. THE STUDY, PUBLISHED ANNUALLY, HIGHLIGHTS THE TOP 100 INTEGRATED HEALTH CARE NETWORKS ACROSS THE NATION AS SELECTED BY SDI, A HEALTH INFORMATION COMPANY. 2. USING TECHNOLOGY TO IMPROVE CARE SENTARA HEALTHCARE WAS BEEN NAMED ONE OF THE NATION'S MOST WIRED HEALTH SYSTEMS IN THE 2012 MOST WIRED SURVEY AND BENCHMARKING STUDY. HOSPITALS & HEALTH NETWORKS POLLED ABOUT 1,570 HOSPITALS. THE SURVEY ASSESSES HOSPITALS AND HEALTH SYSTEMS' MEANINGFUL USE OF ELECTRONIC MEDIA TECHNOLOGY IN FOUR AREAS INFRASTRUCTURE, BUSINESS AND ADMINISTRATIVE MANAGEMENT, CLINICAL QUALITY AND SAFETY, AND CARE CONTINUUM. SENTARA NORFOLK GENERAL HOSPITAL WAS NAMED AS ONE OF THE NATION'S MOST WIRED HOSPITALS DURING 2010, ACCORDING TO THE RESULTS OF THE 2010 MOST WIRED SURVEY AND BENCHMARKING STUDY. THE "MOST WIRED" HOSPITALS USE COMPUTERS TO ENABLE PHYSICIANS TO CHECK OR ORDER PATIENT TESTS AND ENTER MEDICATION ORDERS ELECTRONICALLY, AND TO ENABLE PATIENTS TO PAY BILLS VIA COMPUTER. AMONG THE REASONS SENTARA NORFOLK GENERAL HOSPITAL WAS INCLUDED ON THE LIST WAS ITS INVESTMENT IN THE ELECTRONIC MEDICAL RECORD SYSTEM, SENTARA ECARE. IN 2010, SENTARA HEALTHCARE WAS ALSO HONORED AS A RECIPIENT OF THE 2010 HIMMS (HEALTHCARE INFORMATION AND MANAGEMENT SYSTEMS SOCIETY) DAVIES AWARD. HIMMS ANALYTICS, A COMPANY THAT COLLECTS AND ANALYZES HEALTHCARE DATA, RECOGNIZES HEALTHCARE ORGANIZATIONS FOR SUCCESSFUL IMPLEMENTATION OF HEALTH INFORMATION TECHNOLOGY SYSTEMS. SENTARA HEALTHCARE WAS HONORED WITH ITS STAGE 7 AWARD, A NATIONAL RECOGNITION THAT REPRESENTS ATTAINMENT OF THE HIGHEST LEVEL OF ELECTRONIC MEDICAL RECORD ADOPTION MODEL-SM (EMRAM). WITH THIS AWARD, SENTARA JOINED A SELECT GROUP OF HEALTH SYSTEMS ACROSS THE COUNTRY TO HAVE ATTAINED THIS LEVEL OF ELECTRONIC MEDICAL RECORD IMPLEMENTATION. 3. AWARD-WINING CARDIAC AND UROLOGY CARE SENTARA HEART HOSPITAL/SENTARA NORFOLK GENERAL HOSPITAL IS A COMPREHENSIVE NETWORK OF PROVIDERS, FACILITIES AND SERVICES WORKING TOGETHER TO ENSURE THE HIGHEST LEVEL OF CARE. FOR THE 13TH YEAR, THE HOSPITAL RANKED AMONG THE NATION'S BEST HEART PROGRAMS IN U.S. NEWS & WORLD REPORT'S 2012-2013 BEST HOSPITALS ISSUE. LISTED 49TH IN THE HEART CARE RANKINGS, SENTARA POSTS A MORTALITY SCORE THAT IS BETTER THAN FIVE OF THE TOP 10 PROGRAMS ON THE LIST. SENTARA REMAINS THE ONLY HEART PROGRAM IN THE REGION AND ONLY ONE OF THREE HOSPITALS IN VIRGINIA TO BE RANKED BY U.S. NEWS & WORLD REPORT. OUR UROLOGY PROGRAM WAS ALSO RECOGNIZED IN THE 2012-2013 LISTINGS IN THE 47TH RANKING. IN ADDITION TO THE NATIONAL RANKINGS, U.S. NEWS INCLUDED RANKINGS FOR STATE AND METRO AREAS. THREE SENTARA HOSPITALS WERE FEATURED IN THE HAMPTON ROADS RANKINGS, WITH SENTARA NORFOLK GENERAL HOSPITAL LISTED AT NUMBER ONE IN THE REGION AND NUMBER THREE IN THE STATE. U.S NEWS ALSO INCLUDED SENTARA VIRGINIA BEACH GENERAL HOSPITAL (SECOND IN THE REGION AND 16TH IN THE STATE), SENTARA LEIGH HOSPITAL (FOURTH IN THE REGION AND 19TH IN THE STATE), AND MARTHA JEFFERSON HOSPITAL IN CHARLOTTESVILLE RANKED 14TH IN THE STATE. 4. OUTSTANDING CANCER CARE THE SENTARA CANCER NETWORK WAS AWARDED AN OUTSTANDING ACHIEVEMENT AWARD AND ACCREDITATION FOR 2009 FROM THE AMERICAN COLLEGE OF SURGEONS COMMISSION ON CANCER. ONLY 18 PERCENT OF 432 PROGRAMS SURVEYED DURING THE YEAR RECEIVED OUTSTANDING ACHIEVEMENT AWARDS-BASED ON FACTORS SUCH AS LEADERSHIP, RESEARCH, AND QUALITY IMPROVEMENT. THE ACCREDITED PORTION INCLUDED SENTARA NORFOLK GENERAL HOSPITAL, SENTARA VIRGINIA BEACH GENERAL HOSPITAL, SENTARA CAREPLEX HOSPITAL AND SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER. SENTARA LEIGH HOSPITAL WAS ADDED IN 2010. SENTARA NORTHERN VIRGINIA MEDICAL CENTER EARNED AN OUTSTANDING ACHIEVEMENT AWARD UNDER THE CATEGORY OF COMMUNITY HOSPITAL CANCER PROGRAMS. THE SENTARA CANCER NETWORK AND SENTARA NORTHERN VIRGINIA MEDICAL CENTER WERE THE ONLY CANCER PROGRAMS IN VIRGINIA TO EARN OUTSTANDING ACHIEVEMENT AWARDS FOR 2009. AFTER A THREE-DAY SURVEY IN 2012, THE AMERICAN COLLEGE OF SURGEONS' COMMISSION ON CANCER RE-ACCREDITED THE SENTARA CANCER NETWORK FOR THREE YEARS WITH COMMENDATIONS. THE ACCREDITATION WAS AS AN "INTEGRATED NETWORK" THE ONLY ONE IN VIRGINIA WITH NO DEFICIENCIES. 5. COMPREHENSIVE BREAST HEALTH SERVICES SENTARA IS HOME TO NINE BREAST CENTERS ACCREDITED BY THE NATIONAL ACCREDITATION PROGRAM FOR BREAST CENTERS, FOLLOWING THE ACCREDITATION OF THREE CENTERS IN 2011 AND THREE, RMH WOMEN'S CENTER'S BREAST CARE PROGRAM, SENTARA NORTHERN VIRGINIA COMPREHENSIVE BREAST CENTER, AND MARTHA JEFFERSON HOSPITAL, IN 2012. TO GAIN ACCREDITATION, THE CENTERS MUST FOLLOW A MULTIDISCIPLINARY TEAM APPROACH, PROVIDE ACCESS TO CLINICAL TRIAL INFORMATION, AND OFFER NEW TREATMENT OPTIONS ALONG WITH OTHER REQUIREMENTS. THE BREAST CENTERS ARE ALSO AMONG THE ELITE GROUP DESIGNATED AS AN AMERICAN COLLEGE OF RADIOLOGY BREAST IMAGING CENTER OF EXCELLENCE. AFTER RIGOROUS EVALUATION OF STAFF, EQUIPMENT, PHYSICIAN CREDENTIALS, TECHNIQUE AND IMAGE QUALITY, THE CENTERS ARE NOW FULLY ACCREDITED IN THE THREE MAJOR AREAS OF BREAST IMAGING AND CANCER DETECTION, MAMMOGRAPHY, STEREOTACTIC BREAST BIOPSY AND ULTRASOUND-GUIDED BIOPSY. 6. WEIGHT LOSS SURGERY EXCELLENCE AFTER A DETAILED REVIEW OF CLINICAL QUALITY AND SAFETY, SURGICAL OUTCOMES, AND OVERALL PERFORMANCE, WEIGHT LOSS SURGERY PROGRAMS AT SENTARA CAREPLEX HOSPITAL, SENTARA NORFOLK GENERAL HOSPITAL AND SENTARA NORTHERN VIRGINIA MEDICAL CENTER HAVE RECEIVED DESIGNATION AS A WEIGHT LOSS SURGERY CENTER OF EXCELLENCE BY THE AMERICAN SOCIETY OF METABOLIC AND BARIATRIC SURGERY.
		7. GOLD SEALS OF APPROVAL AND DET NORSKE VERITAS HEALTHCARE, INC (DNVHC) ACCREDITATION THE JOINT COMMISSION ON ACCREDITATION OF HEALTHCARE ORGANIZATIONS HAS GIVEN SEVERAL OF OUR HOSPITALS ITS GOLD SEAL OF APPROVAL AND DISEASE SPECIFIC CARE CERTIFICATION. SENTARA NORFOLK GENERAL HOSPITAL EARNED VASCULAR CERTIFICATION. SENTARA NORFOLK GENERAL HOSPITAL, SENTARA LEIGH HOSPITAL, SENTARA VIRGINIA BEACH GENERAL HOSPITAL, SENTARA CAREPLEX HOSPITAL, SENTARA OBICI HOSPITAL, AND SENTARA PRINCESS ANNE HOSPITAL ALL EARNED PRIMARY STROKE CERTIFICATION. VOLUNTARY HOSPITALS ASSOCIATION "BLUEPRINTED" THE SENTARA HAMPTON ROADS' HOSPITALS STROKE PROGRAMS AS A "LEADING PRACTICE IN STROKE CARE" WITH A WEBINAR ORIGINATING FROM SENTARA. IN 2012, RMH WAS CERTIFIED BY THE JOINT COMMISSION AS AN ADVANCED PRIMARY STROKE CENTER. THE SURVEYORS RECOGNIZED RMH'S PATIENT DISCHARGE PHONE CALL PROGRAM AND ITS COLLABORATION WITH LOCAL EMS PROVIDERS AS BEST PRACTICES IN STROKE CARE. SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER WAS ALSO ACCREDITED BY THE DNVHC IN 2011 AS A CERTIFIED PRIMARY STROKE CENTER BASED ON ITS CONTINUAL INTEGRATION OF QUALITY STANDARDS FOR MANAGEMENT OF STROKE PATIENTS. THE JOINT COMMISSION RECOGNIZED SENTARA VIRGINIA BEACH GENERAL HOSPITAL FOR HEART FAILURE AND ACUTE MYOCARDIAL INFARCTION CARE. IN 2011, THE HOSPITAL ALSO RECEIVED FULL ACCREDITATION FROM THE SOCIETY OF CHEST PAIN CENTERS AS AN ACCREDITED CHEST PAIN CENTER WITH PCI (PERCUTANEOUS CORONARY INTERVENTION, ALSO KNOWN AS ANGIOPLASTY). IN 2012, SENTARA LEIGH HOSPITAL RECEIVED THIS ACCREDITATION AS WELL. 8. HMC TOP QUALITY AWARD THE HEALTHCARE MANAGEMENT COUNCIL (HMC) ISSUED ITS FIRST TOP QUALITY AWARDS AMONG ITS MEMBER HOSPITALS IN 2010. HMC CLIENT HOSPITALS WORK AGAINST A COMPLEX MATRIX OF PERFORMANCE BENCHMARKS TO IMPROVE CLINICAL OUTCOMES, SAFETY, QUALITY, AND FINANCIALS. ONLY SEVEN HOSPITALS RECEIVED PERFORMANCE AWARDS IN 2010. SENTARA LEIGH HOSPITAL WAS AMONG THE HONORABLE MENTIONS AND SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER WAS LISTED IN THE "MOST IMPROVED" CATEGORY. 9. QUALITY SENIOR CARE SENTARA LIFE CARE WAS AWARDED A BRONZE 2010 NATIONAL QUALITY AWARD FROM THE AMERICAN HEALTH CARE ASSOCIATION AND THE NATIONAL CENTER FOR ASSISTED LIVING. A BRONZE AWARD RECOGNIZES LONG TERM CARE PROGRAMS THAT HAVE MADE A SYSTEMATIC COMMITMENT TO QUALITY IMPROVEMENT AND DESIGNED WAYS TO MEASURE PROGRESS. 10. QUALITY ASSURANCE AWARD FOR SENTARA MEDICAL GROUP PRACTICES IN 2012, VIRTUALLY ALL OF SENTARA MEDICAL GROUP PRIMARY CARE PRACTICES HAD BEEN RECOGNIZED BY THE NATIONAL COMMITTEE ON QUALITY ASSURANCE (NCQA) AS A PATIENT-CENTERED MEDICAL HOME-LEVEL III, UNDER NCQA'S PHYSICIAN PRACTICE CONNECTIONS PROGRAM. 11. HOME HEALTH QUALITY IMPROVEMENT/CENTERS FOR MEDICARE AND MEDICAID GOLD AWARD SENTARA HOME CARE WAS ONE OF THE FIRST PARTICIPANTS IN THE HOME HEALTH QUALITY IMPROVEMENT (HHQI) NATIONAL CAMPAIGN, CREATED BY THE CENTERS FOR MEDICARE AND MEDICAID (CMS) TO INSPIRE AND PROMOTE QUALITY OUTCOMES FOR HOME HEALTH PATIENTS. UTILIZING BEST PRACTICE PROTOCOLS IN REDUCING USE OF EMERGENCY ROOM CARE AND EARLY IDENTIFICATION AND INTERVENTION TO SUPPORT PATIENT AMBULATORY NEEDS HAS NOW GARNERED SENTARA HOME CARE SERVICES THE CMS TOP 10% RATING AND RECEIPT OF THE GOLD AWARD DESIGNATION. 12. COMMUNITY HEALTH ACCREDITATION SENTARA HOME CARE RECEIVED NATIONAL ACCREDITATION THROUGH THE COMMUNITY HEALTH ACCREDITATION PROGRAM (CHAP) IN JULY 2011. CHAP IS AN INDEPENDENT ACCREDITING BODY DESIGNED TO INSPIRE COMMUNITY HEALTHCARE ORGANIZATIONS TO ACHIEVE ORGANIZATIONAL EXCELLENCE AND COMPLIANCE WITH STATE AND FEDERAL REGULATIONS. THE RIGOROUS PROCESS INCLUDED A WEEK-LONG SURVEY OF HOME HEALTH, HOSPICE, HOME INFUSION, HOME MEDICAL EQUIPMENT, AND HOME RESPIRATORY CARE SERVICES IN ADDITION TO MEETING WITH PATIENTS AND STAFF TO ASSESS QUALITY OF CARE. 13. SLEEP CENTER ACCREDITATION THE SLEEP CENTER AT SENTARA BELLEHARBOUR GAINED NATIONAL ACCREDITATION THROUGH THE AMERICAN ACADEMY OF SLEEP MEDICINE (AASM) IN JUNE 2011. ONLY SLEEP CENTERS MEETING STRINGENT PERFORMANCE AND QUALITY STANDARDS ARE HONORED WITH ACCREDITATION. THE COMPREHENSIVE, YEAR-LONG REVIEW PROCESS INCLUDES EVALUATION OF CLINICAL QUALITY, PROCEDURE STANDARDS AND STAFFING REQUIREMENTS. THE ACCREDITATION PROCESS INCLUDES AN ON-SITE INSPECTION BY AN AASM REPRESENTATIVE AND EVALUATES ALL ASPECTS OF THE SLEEP DISORDER DIAGNOSIS PROCESS, THE TREATMENT PLANS, AND THE STAFF AND PHYSICIANS' QUALIFICATIONS. 14. DISABILITY EMPLOYMENT CHAMPION THE VIRGINIA DEPARTMENT OF REHABILITATIVE SERVICES AWARDED SENTARA CAREPLEX HOSPITAL WITH A 2010 "DISABILITY EMPLOYMENT CHAMPION" AWARD FOR OUR PARTICIPATION IN VIRGINIA'S FIRST "PROJECT SEARCH." THE PROGRAM PLACES RECENT HIGH SCHOOL GRADUATES WITH DISABILITIES IN TRAINING AND MENTORING PROGRAMS THAT CAN LEAD TO FULL-TIME EMPLOYMENT. PROJECT SEARCH PRESENTED SENTARA NORFOLK GENERAL WITH A SPECIAL AWARD IN JULY 2012 FOR ACHIEVING 100% EMPLOYMENT OF EIGHT GRADUATES IN ITS 2011 PROGRAM. 15. SUPPORTING CAREER AND TECHNICAL EDUCATION THE VIRGINIA DEPARTMENT OF EDUCATION CHOSE SENTARA OBICI HOSPITAL AS A REGIONAL WINNER OF ITS 2009 "CREATING EXCELLENCE" AWARD FOR OUR SUPPORT OF CAREER AND TECHNICAL EDUCATION. OBICI HAS WORKED WITH THE SUFFOLK SCHOOLS FOR FOUR YEARS, PROVIDING STUDENTS IN THE "INTRODUCTION TO HEALTH OCCUPATIONS" CURRICULUM WITH REAL-WORLD EXPOSURE TO HEALTH CAREERS, INCLUDING A MEDICAL CAMP FOR MORE THAN 100 STUDENTS. 16. AWARD FOR EMPLOYEE WELLNESS PROGRAM OPTIMA HEALTH AND SENTARA HEALTHCARE WON THE CASE IN POINT PLATINUM AWARD IN THE WELLNESS/PREVENTION CATEGORY IN 2011 FOR OUR PARTNERSHIP IN DEVELOPING SENTARA'S INCENTIVE-BASED EMPLOYEE WELLNESS PROGRAM, MISSION: HEALTH, WHICH SAVED THE ORGANIZATION $3.4 MILLION DOLLARS IN ITS FIRST THREE YEARS. THE CASE IN POINT PLATINUM AWARDS RECOGNIZE THE MOST SUCCESSFUL AND INNOVATIVE CASE MANAGEMENT PROGRAMS WORKING TO IMPROVE HEALTHCARE. WINNERS WERE RECOGNIZED FOR THEIR INNOVATIVE WORK IN ENSURING THAT INDIVIDUALS RECEIVE SAFE, QUALITY, AND EFFECTIVE HEALTHCARE IN THE LEAST RESTRICTIVE SETTING AND IN A COST-EFFECTIVE MANNER. MISSION: HEALTH ALSO RECEIVED A 2011 C. EVERETT KOOP NATIONAL HEALTH AWARD HONORABLE MENTION. 17. AWARD FOR SUPPORTING BREASTFEEDING FOUR SENTARA HOSPITALS IN HAMPTON ROADS AND SIX PROGRAM CHAMPIONS RECEIVED BUSINESS INVESTMENT IN BABIES (BIB) AWARDS IN 2012 FROM THE BUSINESS CASE FOR BREASTFEEDING PROGRAM ADMINISTERED THROUGH CINCH, THE COALITION FOR INFANT AND CHILD HEALTH AT EASTERN VIRGINIA MEDICAL SCHOOL. SENTARA WAS AMONG THE EMPLOYERS CITED FOR CREATING A SUPPORTIVE ENVIRONMENT FOR NURSING MOTHERS TO PUMP BREAST MILK DURING THE WORKDAY BY PROVIDING TIME, PRIVATE SPACE, AND WRITTEN POLICIES. HOSPITALS INCLUDED SENTARA NORFOLK GENERAL, SENTARA LEIGH, SENTARA VIRGINIA BEACH GENERAL, AND SENTARA PRINCESS ANNE. 18. FIVE-STAR RANKINGS, SILVER ACHIEVEMENT, AND EXCELLENCE IN ACTION AWARDS FOR NURSING CENTERS FOR THE SECOND YEAR IN A ROW, TWO SENTARA NURSING CENTERS RECEIVED A FIVE STAR OVERALL RANKING IN U.S. NEWS & WORLD REPORT'S ANNUAL BEST NURSING HOMES SURVEY. BEST NURSING HOMES RECOGNIZES TOP-RATED HOMES IN THE UNITED STATES. OF MORE THAN 15,500 HOMES RATED, SENTARA WINDMERE AND NURSING CENTER PORTSMOUTH WERE AMONG FEWER THAN ONE IN EIGHT THAT RECEIVED A FIVE-STAR OVERALL RATING IN ALL FOUR QUARTERS OF 2011. SENTARA NURSING CENTER-CURRITUCK RECEIVED A 2012 SILVER-ACHIEVEMENT IN QUALITY AWARD FROM THE AMERICAN HEALTHCARE ASSOCIATION AND NATIONAL CENTER FOR ASSISTED LIVING. THE COMPETITIVE AWARDS FOLLOW CRITERIA IN THE BALDRIGE PERFORMANCE EXCELLENCE PROGRAM AND MARK MEASURABLE PROGRESS IN QUALITY IMPROVEMENTS IN LONG TERM CARE. MYINNERVIEW, A DIVISION OF NATIONAL RESEARCH CORPORATION, RECOGNIZED TWO SENTARA NURSING CENTERS WITH EXCELLENCE IN ACTION AWARDS FOR 2010-2011 FOR THEIR SUCCESS IN CUSTOMER AND WORKFORCE SATISFACTION. SENTARA WINDERMERE IN VIRGINIA BEACH RECEIVED ONE AWARD FOR CUSTOMER SATISFACTION. SENTARA NURSING CENTER PORTSMOUTH RECEIVED TWO AWARDS FOR CUSTOMER AND WORKFORCE SATISFACTION IN SURVEYS CONDUCTED DURING 2010. OF 5,500 QUALIFYING NURSING HOMES, 593 AROUND THE COUNTRY AND ONLY FIVE IN VIRGINIA RECEIVED EXCELLENCE IN ACTION AWARDS. B. PATIENT SAFETY OUR FOCUS GOES BEYOND THE BASICS OF MAKING HEALTHCARE SAFE FOR OUR PATIENTS. SENTARA HAS BUILT A STRONG "CULTURE OF SAFETY" TO REDUCE MEDICAL ERRORS BY MODELING SUCCESSFUL PROGRAMS FROM THE NUCLEAR POWER AND AVIATION INDUSTRIES. THIS CULTURE OF SAFETY PROMOTES BEHAVIORS THAT RESULT IN SAFE, RELIABLE AND EFFECTIVE CARE.
		THE FOUNDATION OF THIS CULTURE IS A STRONG ACCOUNTABILITY TO PERFORM REGIMENTED BEHAVIORS THAT REDUCE MEDICAL ERRORS. OUR STAFF USES GUIDELINES KNOWN AS "BEHAVIOR BASED EXPECTATIONS," OR BBE'S, TO ENSURE THE HIGHEST STANDARD OF CARE. THE GOAL IS TO MAKE THESE TOOLS AND TECHNIQUES A HABIT. FOR OUR DEDICATION, WE HAVE RECEIVED NUMEROUS AWARDS FOR PATIENT SAFETY AND QUALITY OF CARE STANDARDS. 1. THE LEAPFROG HOSPITAL SURVEY THE LEAPFROG HOSPITAL RECOGNITION PROGRAM HONORS HOSPITALS THAT DEMONSTRATE EXCELLENCE OR IMPROVEMENT IN PATIENT SAFETY, QUALITY, AND RESOURCE UTILIZATION. THE LHRP RECOGNIZED SENTARA CAREPLEX HOSPITAL, SENTARA LEIGH HOSPITAL, SENTARA BAYSIDE HOSPITAL, AND SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER FOR TOP-LEVEL PERFORMANCE DURING 2010. IN 2012, THE LEAPFROG GROUP DEVELOPED THE HOSPITAL SAFETY SCORE GRADING MORE THAN 2,600 OF THE NATION'S HOSPITALS ON PATIENT SAFETY. IN VIRGINIA, 58 HOSPITALS WERE NAMED IN THE REPORT, AND SEVEN SENTARA HOSPITALS ACHIEVED THE HIGHEST GRADE OF A FOR DELIVERING SAFE CARE TO PATIENTS. 2. INFECTION PREVENTION PREVENTION OF HEALTH CARE-ASSOCIATED INFECTIONS IS A NATIONAL CONCERN, AND SENTARA CONTINUALLY STRIVES TO REDUCE THESE CASES. ALL OF OUR HOSPITALS HAVE BEEN WORKING DILIGENTLY TO REDUCE THE OCCURRENCE OF VENTILATOR-ASSOCIATED PNEUMONIA (VAP), WHICH CAN DEVELOP IN PATIENTS WHO HAVE BEEN ON MECHANICAL VENTILATION FOR 48 HOURS OR MORE. IN 2012, SENTARA WILLIAMSBURG REGIONAL MEDICAL CENTER (SWRMC) MARKED EIGHT CONSECUTIVE YEARS WITH ZERO CASES OF VAP, WHICH NO OTHER HOSPITAL IN THE COUNTRY CAN CLAIM. THE DEPARTMENT OF HEALTH AND HUMAN SERVICES AND THE CRITICAL CARE SOCIETIES COLLABORATIVE HAVE RECOGNIZED SWRMC FOR OUTSTANDING ACHIEVEMENT AND LEADERSHIP IN THE ELIMINATION OF VAP. VOLUNTARY HOSPITALS OF AMERICA (VHA), A VOLUNTARY NATIONAL ORGANIZATION FOCUSED ON HEALTH CARE FINANCIAL PERFORMANCE THROUGH CLINICAL EXCELLENCE AND SUPPLY CHAIN MANAGEMENT, "BLUEPRINTED" THE PRACTICES AT SWRMC AS A MODEL FOR HOSPITALS ACROSS THE COUNTRY. IN 2012, WE LAUNCHED A SYSTEM-WIDE ANTI-SEPSIS EFFORT TO IMPROVE EARLY RECOGNITION AND TREATMENT OF THE POTENTIALLY DEADLY CONDITION CAUSED BY UNTREATED INFECTIONS. STAFF MEMBERS FOLLOW EMPLOYEE-DESIGNED AND BEST PRACTICE PROCEDURES TO DETECT AND TREAT SEPSIS IN ITS EARLIEST STAGES. 3. IMPROVING PATIENT SAFETY THROUGH TECHNOLOGY SENTARA HEALTHCARE PROVIDES THE SENTARA ECARE HEALTH NETWORK. THE CLINICAL SYSTEM USES INNOVATIVE TECHNOLOGY TO LINK PATIENT MEDICAL INFORMATION BETWEEN OUR HOSPITALS, PHYSICIAN PRACTICES AND OTHER HEALTH CARE SITES OVER A PROTECTED NETWORK, ENABLING THE SECURE SHARING OF PATIENT INFORMATION, INCREASING PATIENT SAFETY AND REDUCING PREVENTABLE MEDICAL ERRORS. MYCARE, THE COMPONENT OF ECARE THAT ALLOWS PATIENTS TO ACCESS PART OF THEIR MEDICAL RECORDS, WAS PROMOTED TO PATIENTS IN 2011. A PHONE APP WAS CREATED TO PROVIDE EASY ACCESS AS WELL. 2012 MARKED THE 12TH YEAR THAT WE EMPLOYED OUR EICU REMOTE MONITORING SYSTEM FOR OUR SICKEST HOSPITAL PATIENTS. SENTARA WAS THE FIRST HOSPITAL SYSTEM IN THE COUNTRY TO IMPLEMENT THE EICU SYSTEM, WHICH USES A NETWORK OF CAMERAS, MONITORS, ALERTS, AND TWO-WAY COMMUNICATION LINKS. DOCTORS AND CRITICAL CARE NURSES AT THE EICU COMMAND CENTER MAKE VIRTUAL ROUNDS ON ICU PATIENTS. THIS SENTARA-PIONEERED TECHNOLOGY IS NOW USED TO HELP CARE FOR PATIENTS IN NEARLY 5,000 ICU BEDS NATIONALLY. ANOTHER SAFETY INITIATIVE ADOPTED BY SENTARA IS BEDSIDE MEDICATION VERIFICATION, INCLUDING BAR-CODING TECHNOLOGY. NATIONAL STUDIES HAVE FOUND THAT BEDSIDE VERIFICATION CAN REDUCE HOSPITAL MEDICATION ERRORS BY NEARLY 70 PERCENT. ALSO IN 2011, SENTARA WAS RECOGNIZED BY THE VIRGINIA HEART ATTACK COALITION FOR OUR EFFORTS IN WORKING WITH AREA EMS UNITS TO LAUNCH LIFENET, WHICH TRANSMITS VITAL, POTENTIALLY LIFESAVING PATIENT INFORMATION WHEN A HEART ATTACK IS SUSPECTED BY AN EMS TECHNICIAN. VI. COMMITMENT TO THE COMMUNITY AS A NOT-FOR-PROFIT HEALTHCARE ORGANIZATION, WE CONTINUOUSLY REINVEST IN THE COMMUNITY BY PURCHASING THE MOST MEDICALLY ADVANCED TECHNOLOGY, BUILDING NEW, STATE-OF-THE-ART HEALTHCARE FACILITIES, TRAINING MEDICAL PROFESSIONALS, AND PROVIDING THE HIGHEST QUALITY HEALTHCARE TO ALL PATIENTS, REGARDLESS OF THEIR ABILITY TO PAY. IT'S NOT JUST OUR MISSION, IT'S OUR COMMITMENT TO THE COMMUNITY. MARTHA JEFFERSON HOSPITAL WAS RECENTLY HONORED BY THE CHARLOTTESVILLE REGIONAL CHAMBER OF COMMERCE WITH THE 2012 HOVEY S. DABNEY AWARD FOR CORPORATE CITIZENSHIP. ORGANIZATIONS RECEIVING THIS AWARD ARE KNOWN FOR ENGAGING IN SOUND, SUCCESSFUL BUSINESS PRACTICE AND BEING GOOD PARTNERS WITH OTHER BUSINESSES, INVESTING DIRECTLY IN THE ECONOMIC AND CULTURAL ADVANCEMENT OF THE COMMUNITY, PURSUING A POSITIVE WORK ENVIRONMENT, AND INSPIRING BY EXAMPLE. SENTARA OBICI HOSPITAL WAS AWARDED A NATIONAL JACKSON HEALTHCARE CHARITABLE SERVICE AWARD IN 2011 FOR ITS COMMUNITY OUTREACH PROGRAM THAT OFFERS CHRONIC DISEASE MANAGEMENT FOR PEOPLE LIVING AT 200 PERCENT OF THE POVERTY LEVEL WHO HAVE CONGESTIVE HEART FAILURE, DIABETES OR BOTH DISEASES. THE SENTARA OBICI HOSPITAL COMMUNITY HEALTH OUTREACH PROGRAM WAS ONE OF 10 HOSPITAL PROGRAMS THAT RECEIVED A $10,000 CHECK IN SUPPORT OF THE PROGRAM'S ONGOING SERVICE. THE VIRGINIA FOUNDATION FOR HEALTHY YOUTH AWARDED A $178,770 GRANT TO RMH'S STRONG FAMILIES/GREAT YOUTH COALITION FOR THEIR TOWARD NO TOBACCO PROGRAM, A TWO-WEEK CLASS FOR SEVENTH GRADERS. IN 2011, THE AMERICAN HOSPITAL ASSOCIATION RECOGNIZED THE PROGRAM IN ITS ANNUAL REPORT AS A BEST COMMUNITY HEALTH PRACTICE. THE FEDERAL DEPARTMENT OF HEALTH AND HUMAN SERVICES AWARDED RMH WITH A $3.1 MILLION, FIVE-YEAR GRANT IN NOVEMBER 2012 TO HELP FAMILIES AT RISK FROM SUBSTANCE ABUSE. AS A FISCAL AGENT, RMH OVERSEES ADMINISTRATION OF THE GRANT, AND CENTRAL SHENANDOAH VALLEY FAMILY PARTNERSHIP HELPS FAMILIES WITH CHILDREN IN DANGER OF BEING REMOVED FROM THEIR HOMES BECAUSE OF SUBSTANCE ABUSE BY A CAREGIVER. SOLIANT HEALTH NAMED MARTHA JEFFERSON HOSPITAL, WHICH RECENTLY RELOCATED TO A NEW, MOUNTAIN-SIDE FACILITY, THE TOP VOTE-GETTER IN THE COUNTRY IN ITS ANNUAL "MOST BEAUTIFUL HOSPITAL" SURVEY IN 2012. HERE ARE SOME OF THE OTHER WAYS WE'VE INVESTED IN THE PEOPLE WE SERVE: A. THE SENTARA HEALTH FOUNDATION WE ESTABLISHED THE SENTARA HEALTH FOUNDATION IN 1998 TO IMPROVE HEALTH AND QUALITY OF LIFE THROUGHOUT SOUTHEASTERN VIRGINIA AND NORTH CAROLINA AND TO DEMONSTRATE OUR NOT-FOR-PROFIT MISSION. THE FOUNDATION HAS TOUCHED THE LIVES OF MANY VIRGINIA RESIDENTS FROM THE EASTERN SHORE TO GREATER HAMPTON ROADS THROUGH GRANTS SUPPORTING COMMUNITY HEALTH PROGRAMS. SPECIFICALLY, IT HAS AWARDED NEARLY $9.6 MILLION IN GRANTS ($601,800 IN 2012). PROGRAMS INCLUDE MOBILE DENTAL CARE, PRENATAL SUPPORT, MEDICATION ASSISTANCE, AND REDUCED-COST PRIMARY CARE. THE FOUNDATION ALSO SPONSORS COMMUNITY EVENTS, SUCH AS THE SUSAN G. KOMEN TIDEWATER RACE FOR THE CURE, THE AMERICAN HEART ASSOCIATION HEART GALA AND HEART WALK AND THE AMERICAN CANCER SOCIETY RELAY FOR LIFE. B. IN SUPPORT OF THE COMMUNITY LED BY A VOLUNTEER COMMUNITY BOARD OF DIRECTORS, SENTARA PROUDLY PROVIDES CARE TO ALL AND REINVESTS IN THE COMMUNITY IN NUMEROUS WAYS: 1. CONTRIBUTIONS EACH YEAR, WE PROVIDE MILLIONS OF DOLLARS IN BENEFITS TO THE COMMUNITY. IN 2012, SENTARA REINVESTED $282,200,000 INTO COMMUNITIES. SENTARA EARMARKED $19,866,000 FOR HEALTH CARE TEACHING PROGRAMS TO ENSURE A QUALIFIED POOL OF PHYSICIANS AND NURSES. WE ALSO SPENT $4,430,000 TO SUPPORT LOCAL COMMUNITY PROGRAMS THAT PROVIDED HEALTH EVENTS AND HEALTH SCREENINGS TO MORE THAN 39,000 INDIVIDUALS. WE PROVIDED $257,931,000 IN UNCOMPENSATED PATIENT CARE. IN OUR HAMPTON ROADS COMMUNITIES, THIS INCLUDED SERVING MORE THAN 180,373 PEOPLE WHO WERE UNINSURED OR UNDERINSURED. IN ADDITION, SENTARA EMPLOYEES DONATED TO THE UNITED WAY TO THE TUNE OF OVER $1 MILLION IN 2011 AND 2012. NUMEROUS EMPLOYEES ALSO VOLUNTEERED AT UNITED WAY AGENCIES FOR THE ANNUAL DAY OF CARING. 2. MEDICALLY UNDERSERVED SENTARA MEDICAL GROUP'S PHYSICIANS AND MEDICAL STAFF VOLUNTEER THOUSANDS OF HOURS TO EASTERN VIRGINIA MEDICAL SCHOOL (EVMS), FREE CLINICS, COMMUNITY EDUCATION, AND CIVIC AND CHARITABLE PROGRAMS. WE SUPPORT AND OPERATE UNCOMPENSATED CARE CLINICS THROUGHOUT THE REGION, INCLUDING THE SENTARA AMBULATORY CARE CENTER (ACC). THE ACC IS A COLLABORATIVE EFFORT WITH EVMS AND IS LOCATED NEAR SENTARA NORFOLK GENERAL HOSPITAL. IT FEATURES AN APPOINTED SIDE, WHICH FUNCTIONS LIKE A DOCTOR'S OFFICE AND A SAME-DAY "WALK-IN" SERVICE SIDE FOR MORE PRESSING AND IMMEDIATE HEALTH CONCERNS. IN NOVEMBER 2012, SENTARA PARTNERED WITH THE FREE FOUNDATION TO OPEN A VIRGINIA BEACH FACILITY. THE NON-PROFIT COLLECTS, REFURBISHES, STERILIZES, AND DISTRIBUTES USED DURABLE MEDICAL EQUIPMENT TO THOSE WHO CANNOT AFFORD IT. THE SENTARA HEALTH FOUNDATION SUPPORTED THE FREE SET-UP AND DONATED SPACE.
		C. IN SUPPORT OF COMMUNITY HEALTH INITIATIVES 1. SENTARA COMMUNITY HEALTH AND PREVENTION AS PART OF SENTARA'S COMMITMENT TO PREVENTIVE HEALTH MEASURES, WE SPONSOR AND HOST SPECIAL COMMUNITY INITIATIVES THAT ARE DESIGNED TO EDUCATE THE COMMUNITY ABOUT HEALTH. OUR CAMPAIGNS INCLUDE: -NATIONAL DRUG TAKE BACK DAY -DRIVE-THRU FLU SHOTS -WOMEN'S DAY HEALTH FAIR -WEBINARS FOR WEIGHT LOSS SURGERY -PAINT FACEBOOK PINK TO RAISE AWARENESS FOR BREAST HEALTH -TEXT OUTREACH TO PREGNANT WOMEN -EATING FOR LIFE, AN AWARD-WINNING NUTRITION AND HEALTHY EATING PROGRAM -KNOW YOUR NUMBERS, A CARDIOVASCULAR RISK REDUCTION AND HEALTH IMPROVEMENT PROGRAM -WALK-ABOUT WITH HEALTHY EDGE, A WALKING PROGRAM THAT ENCOURAGES WALKING FOR CARDIOVASCULAR HEALTH -GET OFF YOUR BUTT: STAY SMOKELESS FOR LIFE, A SMOKING CESSATION PROGRAM -HEALTHY HEART PROGRAM, A CARDIOVASCULAR DISEASE REDUCTION PROGRAM -SENTARA LIVING, A COMPREHENSIVE WELLNESS PROGRAM FOR SENIORS -SENTARA'S MOBILE MAMMOGRAPHY UNIT VISITS NUMEROUS WORK SITES EVERY YEAR TO ENCOURAGE WELLNESS. -CAMP LIGHTHOUSE, A GRIEF CAMP FOR KIDS AGES 5-16 WHO HAVE EXPERIENCED THE DEATH OF A LOVED ONE -DON'T SIT ON COLON CANCER HEALTHY EATING AND SCREENING CAMPAIGN AND 5K -PROSTATE CANCER EDUCATION AND FREE SCREENINGS -MOBILE ER TENTS AT VIRGINIA BEACH ROCK 'N' ROLL HALF MARATHON -A NEW BLOG FOR WOMEN OF CHILDBEARING AGE WITH INFORMATION AND SUPPORT FOR MOTHERS AND MOTHERS-TO-BE -COURAGE F.U.N, A PROJECT TO COMBAT CHILDHOOD OBESITY THROUGH SOCCER TRAINING AND WEIGHT MANAGEMENT EDUCATION -LUNG CANCER SCREENING EDUCATION FOR SMOKERS 55 AND OLDER WHO HAVE SMOKED A PACK A DAY FOR OVER 30 YEARS 2. TOBACCO-FREE ENVIRONMENTS HOSPITALS SEE THE EFFECTS OF TOBACCO EVERY DAY IN HEART DISEASE, RESPIRATORY AILMENTS, AND CANCERS. IN RESPONSE, SENTARA HAS IMPLEMENTED OUR TOBACCO-FREE ENVIRONMENT (TFE) CAMPAIGN. NO ONE IS ALLOWED TO SMOKE, CHEW OR DIP ANYWHERE ON CAMPUS, NOT EVEN IN CARS. THE GOAL IS NOT JUST TO AVOID THE AESTHETIC AND HEALTH ISSUES OF SECOND-HAND SMOKE, BUT TO PUT SENTARA'S MISSION INTO PRACTICE BY HELPING STAFF, PATIENTS, AND VISITORS QUIT THIS HABIT. AS OF 2011, ALL OF OUR FACILITIES ADOPTED THE TOBACCO FREE ENVIRONMENT INITIATIVES. WE HAVE EARNED THE AMERICAN CANCER SOCIETY "EXCELLENCE IN THE WORKPLACE TOBACCO CONTROL" AWARD FOR OUR EFFORTS. VII. OPTIMA HEALTH PLAN A. IMPROVING HEALTH OPERATING WITH THE SAME MISSION IN MIND -- TO IMPROVE HEALTH EVERY DAY -- IS OUR HEALTH PLAN, OPTIMA HEALTH. WITH MORE THAN 25 YEARS OF HEALTH INSURANCE EXPERIENCE, OPTIMA HEALTH PROVIDES HEALTH PLAN COVERAGE TO MORE THAN 450,000 MEMBERS THROUGHOUT THE STATE, HAVING EXTENDED COVERAGE TO SOUTHWEST VIRGINIA IN 2011. OUR QUALITY PROVIDER NETWORK FEATURES MORE THAN 15,000 PROVIDERS INCLUDING SPECIALISTS, PRIMARY CARE PHYSICIANS, AND HOSPITALS. B. SUPPORTING THE COMMUNITY OPTIMA HEALTH PROVIDES MORE THAN INSURANCE FOR OUR COMMUNITIES; WE REACH OUT THROUGH HEALTH SCREENINGS, EVENTS, EDUCATION MATERIALS, AND IMMUNIZATIONS. OUR HIGHLIGHTS INCLUDED: -HEALTH IMPROVEMENT EVENT REQUESTS INCREASED BY 8% (IN 2011 THERE WERE 1,866 EVENTS WITH 39,049 PARTICIPANTS COMPARED TO 2,014 EVENTS WITH 43,263 PARTICIPANTS IN 2012). THESE EVENTS WERE OFFERED TO CHURCHES, EMPLOYER GROUPS, COMMUNITY HEALTH CENTERS AND OTHER COMMUNITY LOCATIONS. -POCKET EKG SCREENED 660 PARTICIPANTS IN 2012. 604 (92%) OF THOSE PARTICIPANTS WERE IDENTIFIED WITH CARDIOVASCULAR HEALTH RISKS. -EATING FOR LIFE, WALKABOUT WITH HEALTHY EDGE, HEALTHY HEART, GUIDED IMAGERY AND YOGA, OUR CARDIOVASCULAR DISEASE RISK REDUCTION PROGRAMS, COLLECTIVELY INCREASED IN DISTRIBUTION BY 72% OVER 2011. -SELF CARE MANUALS WERE DISTRIBUTED TO HEALTH PLAN MEMBERS AND COMMUNITY ORGANIZATIONS. WE SENT OUT 8,749 IN 2012. -PREVENTIVE BIRTHDAY CARD REMINDERS FOR PREVENTIVE HEALTH SCREENINGS DELIVERED MESSAGES TO 264,891 ADULT HEALTH PLAN MEMBERS. PREVENTIVE BIRTHDAY CARD REMINDERS FOR CHILDREN DELIVERED ANNUAL PHYSICAL EXAM MESSAGES TO 149,059 HEALTH PLAN MEMBERS. -HEALTHY EDGE/MISSION: HEALTH -- DURING THE MONTH OF NOVEMBER, 16,630 EMPLOYEES COMPLETED A HEALTH RISK ASSESSMENT IN CONJUNCTION WITH THE MISSION: HEALTH PROGRAM. OF THOSE, 10,231 EMPLOYEES ATTENDED 145 ON-SITE HEALTH SCREENINGS WITHIN SIX MONTHS. IN 2012, 6,016 EMPLOYEES WERE IDENTIFIED WITH TWO OR MORE HEALTH RISKS AND 5,633 AGREED TO ENGAGE WITH A HEALTH COACH. 2,495 EMPLOYEES AGREED TO CONTINUE ENGAGING WITH THEIR HEALTH COACH. 1,230 EMPLOYEES FROM 2012 WILL NO LONGER NEED TO ENGAGE WITH A HEALTH COACH. EMPLOYEE MAMMOGRAPHY PROGRAM OFFERED ALL FEMALE SENTARA EMPLOYEES AGE 40 AND OVER THE OPPORTUNITY FOR A MAMMOGRAM SCREENING. 759 EMPLOYEES SUBMITTED MAMMOGRAPHY, COLORECTAL CANCER SCREENING AND/OR PROSTATE CANCER SCREENING PROGRAM COUPONS IN 2012. -TOBACCO CESSATION PROGRAM HAD 11,530 INTERVENTIONS IN 2012. 15,941 CAMPUS WIDE ELECTRONIC INTERVENTIONS WERE SENT OUT TO PROMOTE THE GREAT AMERICAN SMOKEOUT (GASO) AND 6,140 GASO QUIT KITS WERE DISTRIBUTED. OUR CERTIFIED TOBACCO TREATMENT SPECIALISTS FACILITATED 31 TOBACCO CESSATION AWARENESS GROUP PROGRAMS FOR 311 PARTICIPANTS AND PROVIDED 29 TOBACCO AWARENESS PRESENTATIONS FOR COMMUNITY AND EMPLOYER GROUPS. OVER 500 INPATIENTS FROM SENTARA VIRGINIA BEACH GENERAL HOSPITAL AND SENTARA HEART HOSPITAL WERE CONTACTED FOUR WEEKS AFTER THEIR HOSPITAL DISCHARGE FOR TOBACCO CESSATION FOLLOW-UP. -WELLNESSFORLIFE -- 12,505 CITY OF VIRGINIA BEACH AND VIRGINIA BEACH PUBLIC SCHOOL EMPLOYEES COMPLETED REGISTRATION FOR ENROLLMENT INTO THE WELLNESS PROGRAM. OF THOSE, 8,516 EMPLOYEES ATTENDED 77 ON-SITE HEALTH SCREENINGS WITHIN 7 MONTHS. 5,937 EMPLOYEES WERE IDENTIFIED WITH TWO OR MORE HEALTH RISKS. OVERALL, 80% OF ELIGIBLE EMPLOYEES PARTICIPATED. THESE ARE TREMENDOUS NUMBERS FOR THE INAUGURAL YEAR OF THIS PROGRAMMING. -FLU PATROL ADMINISTERED A TOTAL OF 8,573 IMMUNIZATIONS, WHICH SURPASSED OUR GOAL OF 8,000. -WE SUPPORTED COMMUNITY PARTNERS, INCLUDING VIRGINIA DEPARTMENT OF HEALTH, VIRGINIA DIABETES COUNCIL, PENINSULA AGENCY ON AGING, COMMUNITY HEALTH CENTERS, AND VARIOUS CHURCHES WITH RESOURCES FOR CARDIOVASCULAR HEALTH RISK REDUCTION, CANCER RISK REDUCTION PROGRAMS AND CLINICAL EXPERTISE FOR PROGRAM DEVELOPMENT. C. ACCREDITATION AND AWARDS THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA) HAS RECOGNIZED OUR QUEST FOR EXCELLENCE BY AWARDING OUR COMMERCIAL HMO AND MEDICAID HMO PRODUCTS WITH AN "EXCELLENT" ACCREDITATION STATUS. WE HAVE MAINTAINED THIS RATING SINCE 1998, A CLAIM NO OTHER HEALTH PLAN IN THE REGION CAN MAKE. OPTIMA HEALTH RECEIVED AN A+ RATING FROM THESTREET.COM (WEISS RATINGS, INC.) FOR FINANCIAL SOUNDNESS, RECOGNIZING OUR ABILITY TO WITHSTAND SEVERE ECONOMIC ADVERSITY AND SHOWING EXCEPTIONAL FINANCIAL STRENGTH. THESTREET.COM IS THE NATION'S LEADING INDEPENDENT PROVIDER OF RATINGS AND ANALYSES OF FINANCIAL SERVICE COMPANIES, MUTUAL FUNDS, AND STOCKS. THE RATING RECOGNIZES OPTIMA HEALTH AS AN OUTSTANDING INSURER OFFERING EXCELLENT FINANCIAL STABILITY FOR ITS CUSTOMERS. FEWER THAN FIVE PERCENT OF THE NATION'S HMOS AND HEALTH INSURERS MEET THESTREET.COM RATING'S CRITERIA FOR EXCEPTIONAL FINANCIAL STRENGTH. VIII. CONCLUSION THROUGH ALL THAT WE DO AT SENTARA HEALTH AND OPTIMA HEALTH, WE STRIVE TO IMPROVE HEALTH EVERY DAY, WHETHER IT IS BY USING THE MOST ADVANCED MEDICAL EQUIPMENT POSSIBLE, CARING FOR A NEW PATIENT WHO MIGHT NOT OTHERWISE BE HELPED, OR RESEARCHING NEW WAYS TO PREVENT OR CURE CHALLENGING HEALTH CONDITIONS. WHILE OUR OFFICIAL PATIENT COUNT COULD BE FIGURED HOSPITAL BY HOSPITAL AND PHYSICIAN'S OFFICE BY PHYSICIAN'S OFFICE, WE BELIEVE WE MAY HELP NEARLY THREE MILLION PEOPLE - WHETHER ENROLLED "PATIENTS" OR COMMUNITY MEMBERS -- ACROSS VIRGINIA AND NORTH CAROLINA, THANKS TO ALL OF OUR VITAL HEALTH SERVICES AND PROGRAMS OFFERED EACH YEAR.
PROGRAM SERVICE ACCOMPLISHMENTS	FORM 990, PART III, LINE 4A	SENTARA HEALTHCARE IS THE PARENT CORPORATION OF AN INTEGRATED HEALTH CARE DELIVERY SYSTEM WHICH PROVIDES SERVICES TO PEOPLE THROUGHOUT VIRGINIA AND NORTH CAROLINA -- WHETHER ENROLLED "PATIENTS" OR COMMUNITY MEMBERS. AT ONLY FIVE WORDS LONG, THE MISSION OF SENTARA HEALTHCARE IS EASY TO REMEMBER: WE IMPROVE HEALTH EVERY DAY. WHILE SOME MAY SEE THIS AS OUR SIMPLE GOAL, WE EXTEND IT AS OUR PROMISE. WHETHER IT'S A PATIENT WHO HAS CALLED ONE OF OUR SENTARA MEDICAL GROUP PROVIDERS FOR HELP WITH A CHRONIC ILLNESS, SOMEONE WHO NEEDS EMERGENCY CARE AT ONE OF OUR HOSPITALS, OR A COMMUNITY MEMBER WHOSE FIRST ENCOUNTER WITH SENTARA IS AT A FREE HEALTH SCREENING, WE WANT TO HELP EVERYONE. AS A NOT-FOR-PROFIT, INTEGRATED HEALTHCARE SYSTEM, WE FOCUS ON GIVING BACK TO THOSE WE SERVE. WE REINVEST INCOME FROM OPERATIONS BACK INTO MEETING OUR COMMUNITY'S HEALTH NEEDS AND IMPROVING OUR CARE. EACH YEAR, WE DONATE UNCOMPENSATED CARE FOR THOSE WHO NEED IT MOST, DOING WHAT WE CAN FOR THOSE WITHOUT FINANCIAL RESOURCES AND ENSURING THEY RECEIVE THE SAME MEDICAL GUIDANCE AND TREATMENT AS OTHER PATIENTS, REGARDLESS OF THEIR ABILITY TO PAY. SINCE OUR EARLIEST DAYS, WE HAVE LED THE WAY BY INVESTING IN INNOVATIVE TECHNIQUES, COLLABORATIONS AND PROCEDURES. INNOVATION HAPPENS IN DIFFERENT WAYS, BEYOND OUR CARE CENTERS' WALLS, TOO, AS WE PARTNER WITH COMMUNITY ORGANIZATIONS WHO FIND UNIQUE WAYS TO EDUCATE AND TREAT THOSE WHO MIGHT NEVER KNOW SENTARA OTHERWISE. THROUGH OUR FOUNDATIONS, WE FUND GROUPS WHO WORK DIRECTLY WITH INDIVIDUALS NEEDING MEDICAL CARE AND INFORMATION ON HOW TO IMPROVE THEIR OWN HEALTH. THE FOLLOWING IS A DESCRIPTION OF PROGRAMS AND ACCOMPLISHMENTS OF THE SENTARA HEALTHCARE SYSTEM FOR 2012.
	FORM 990, PART V, LINE 1A: FORM 1096	THE ORGANIZATION IS THE 501(C)(3) SOLE MEMBER OR SHAREHOLDER OF SEVERAL OTHER ORGANIZATIONS FOR WHICH IT MAINTAINS AGENCY RELATIONSHIPS AND ISSUES 1099S. 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 ORGANIZATION ARE ATTRIBUTABLE TO MORE THAN ONE ENTITY, AND THERE IS NO REPORTING MECHANISM TO DETERMINE 1099S ATTRIBUTABLE SOLELY TO THE ORGANIZATION.
	FORM 990, PART VI, SECTION A, LINE 2	BUSINESS OR FAMILY RELATIONSHIP OF OFFICERS, DIRECTORS DAVID BERND AND BERTRAM REESE HAVE A BUSINESS RELATIONSHIP THROUGH COMMON OWNERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. DAVID BERND AND HOWARD KERN HAVE A BUSINESS RELATIONSHIP THROUGH COMMON OWNERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. MICHAEL S. IVES AND F. DUDLEY FULTON HAVE A BUSINESS RELATIONSHIP THROUGH COMMON BOARD MEMBERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. C. EDWARD RUSSELL, JR. AND LAWRENCE CUMMING HAVE A BUSINESS RELATIONSHIP. BOTH ARE PARTNERS IN A LAW FIRM UNRELATED TO THE ORGANIZATION. R. SCOTT MORGAN, LAWRENCE A. CUMMING, AUBREY L. LAYNE JR., W. ANDREW DICKINSON, ROBERT S. MILLER AND JOHN F. MALBON HAVE A BUSINESS RELATIONSHIP THROUGH COMMON BOARD MEMBERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. HOWARD KERN AND GARY YATES, M.D. HAVE A BUSINESS RELATIONSHIP THROUGH COMMON BOARD MEMBERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. HOWARD KERN AND DOUGLAS THOMPSON HAVE A BUSINESS RELATIONSHIP THROUGH COMMON BOARD MEMBERSHIP OF AN ENTITY UNRELATED TO THE ORGANIZATION. THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER TAXABLE 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.
	FORM 990, PART VI, SECTION A, LINE 6	EXPLANATION OF CLASSES OF MEMBERS OR SHAREHOLDERS THE ORGANIZATION HAD MEMBERS WHO WERE INDIVIDUALS DESIGNATED INDIVIDUALLY AS TRUSTEES AND COLLECTIVELY AS THE BOARD OF TRUSTEES. THE BOARD OF TRUSTEES, EXCEPT EX-OFFICIO TRUSTEES, ARE DIVIDED INTO THREE (3) CLASSES OF APPROXIMATELY EQUAL NUMBER AND ARE ELECTED FOR TERMS OF THREE (3) YEARS. DIRECTORS OF THE ORGANIZATION SERVE AS EX OFFICIO TRUSTEES WITH THE SAME VOTE AS OTHER TRUSTEES.
	FORM 990, PART VI, SECTION A, LINE 7A	HOW MEMBERS OR SHAREHOLDERS ELECT GOVERNING BODY THE BOARD OF TRUSTEES, INCLUDING EX OFFICIO TRUSTEES, ELECT/RATIFY THE BOARD OF DIRECTORS, WHICH SERVES AS THE ORGANIZATION'S GOVERNING BODY.
	FORM 990, PART VI, SECTION A, LINE 7B	DECISIONS OF GOVERNING BODY APPROVAL BY MEMBERS OR SHAREHOLDERS THE GOVERNANCE AUTHORITY OF TRUSTEES IS LIMITED TO THE ANNUAL ELECTION/RATIFICATION OF THE ORGANIZATION'S TRUSTEES AND DIRECTORS; AND THE APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS. TRUSTEES HAVE NO OTHER VOTING OR ANY PROPERTY RIGHTS WITH RESPECT TO THE ORGANIZATION.
	FORM 990, PART VI, SECTION B, LINE 11	FORM 990 REVIEW PROCESS THE ORGANIZATION USED ITS OWN 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 DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED.
	FORM 990, PART VI, SECTION B, LINE 12C	EXPLANATION OF MONITORING AND ENFORCEMENT OF CONFLICTS TRUSTEES, 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 LEGAL DEPARTMENT MONITORS TRANSACTIONS INVOLVING POTENTIAL CONFLICTS OF INTEREST, TO ENSURE THAT THEY ARE REASONABLE AND AT ARM'S LENGTH. REPORTS ON SUCH TRANSACTIONS ARE MADE TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD AS NECESSARY.
	FORM 990, PART VI, SECTION B, LINE 15	COMPENSATION REVIEW & APPROVAL PROCESS FOR OFFICERS & KEY EMPLOYEES 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 ORGANIZATION 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 ORGANIZATION PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE COMPENSATION COMMITTEE, WHICH CONSISTS OF 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 ORGANIZATION'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 TWO TO THREE YEARS. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 19 NOT-FOR-PROFIT HEALTHCARE SYSTEMS BASED ON NET REVENUE GROWTH, OPERATING MARGIN, BOND RATING, AND QUALITATIVE PERFORMANCE MEASURES BASED ON RANKINGS FROM SDI'S NATIONAL TOP INTEGRATED HEALTH NETWORKS. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE ORGANIZATION'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 BOARD MEMBERS WITHOUT CONFLICT OF INTERESTS. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S CEO, PRESIDENT AND COO, SENIOR VICE PRESIDENT AND CFO, SENIOR VICE PRESIDENT AND CIO, SENIOR VICE PRESIDENTS AND CORPORATE VICE PRESIDENTS. THE PROCESS WAS LAST UNDERTAKEN DURING 2012 FOR ALL POSITIONS LISTED.
	FORM 990, PART VI, SECTION C, LINE 19	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.
VOTING MEMBERS OF THE GOVERNING BODY	FORM 990, PT VI, LINES 1A AND B	THE ORGANIZATION HAD INDIVIDUAL MEMBERS, KNOWN AS TRUSTEES, WHOSE GOVERNANCE AUTHORITY WAS LIMITED TO THE ANNUAL ELECTION/RATIFICATION OF THE ORGANIZATION'S TRUSTEES AND DIRECTORS; AND THE APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS. DUE TO THEIR LIMITED AUTHORITY, THE ORGANIZATION'S TRUSTEES HAVE NOT BEEN COUNTED AS VOTING MEMBERS OF THE GOVERNING BODY IN RESPONSE TO PART VI, LINES 1A AND 1B.
DOCUMENT RETENTION POLICY	FORM 990, PART VI, LINE 14	THE ORGANIZATION HAD A WRITTEN POLICY FOR DOCUMENT RETENTION AND DESTRUCTION WHICH WAS APPROVED BY MANAGEMENT.
JOINT VENTURE POLICY	FORM 990, PART VI, LINE 16B	THE ORGANIZATION HAD A WRITTEN POLICY REQUIRING EVALUATION OF ITS PARTICIPATION IN JOINT VENTURE ARRANGEMENTS UNDER APPLICABLE FEDERAL TAX LAW. THIS POLICY WAS APPROVED BY MANAGEMENT. THE ORGANIZATION ALSO TOOK STEPS TO SAFEGUARD THE ORGANIZATION'S EXEMPT STATUS WITH RESPECT TO SUCH ARRANGEMENTS.
CHANGES IN NET ASSETS OR FUND BALANCES:	FORM 990, PART XI, LINE 9:	CAPITAL DISTRIBUTION FROM SUBS 75,500,000. DEEMED DISTRIBUTION FROM CFC NOT ON BOOKS -5,604,613. UNFUNDED PENSION LIABILITY -104,085,911. PARTNERSHIP INCOME TAX > BOOK -114,322. RECLASS OF INTERCOMPANY BALANCES TO EQUITY 76,136,986. SUBPART F INCOME NOT ON BOOKS -1,988,832. TRANSFER OF PHC INVESTMENTS TO SHC 22,421,095.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

SENTARA HEALTHCARE

Employer identification number

52-1271901

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to 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

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to 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) SENTARA PRINCESS ANNE HOSPITAL 6015 POPLAR HALL DRIVE NORFOLK,VA23502 52-1277419	HEALTH CARE	VA	501(C)(3)	LN3_HOSPITALCOOPINSE	SENTARA HOSPITALS	Yes
(2) SENTARA HOSPITALS 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1547408	HEALTH CARE	VA	501(C)(3)	LN3_HOSPITALCOOPINSE	SENTARA HEALTHCARE	Yes
(3) SENTARA MEDICAL GROUP 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1217184	HEALTH CARE	VA	501(C)(3)	LN9_MORETHAN30PCTCON	SENTARA HEALTHCARE	Yes
(4) SENTARA ENTERPRISES 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1917649	HEALTH CARE	VA	501(C)(3)	LN9_MORETHAN30PCTCON	SENTARA HEALTHCARE	Yes
(5) SENTARA LIFE CARE CORP 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1217183	HEALTH CARE	VA	501(C)(3)	LN9_MORETHAN30PCTCON	SENTARA HEALTHCARE	Yes
(6) MPB INC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1346393	TITLE HOLDING COMPANY	VA	501(C)(2)		SENTARA ENTERPRISES	Yes
(7) OPTIMA HEALTH PLAN 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1283337	HMO	VA	501(C)(3)	11A - I	SENTARA HEALTHCARE	Yes
(8) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-0853898	HEALTH CARE	VA	501(C)(3)	LN3_HOSPITALCOOPINSE	SENTARA HEALTHCARE	Yes
(9) ROCKINGHAM MEMORIAL HOSPITAL 2010 HEALTH CAMPUS DRIVE HARRISONBURG,VA22801 54-0506331	HEALTH CARE	VA	501(C)(3)	LN3_HOSPITALCOOPINSE	SENTARA HEALTHCARE	Yes
(10) VALLEY WELLNESS CENTER 501 STONE SPRING ROAD HARRISONBURG,VA22801 52-1309257	PREVENTATIVE HEALTH/REHAB	VA	501(C)(3)	LN9_MORETHAN30PCTCON	ROCKINGHAM MEMORIAL HOSPITAL	Yes
(11) MJH FOUNDATION 500 MARTHA JEFFERSON DRIVE CHARLOTTESVILLE,VA22911 54-1401357	INVEST/MGT SVCS FOR MARTHA JEFFERSON HOSPITAL	VA	501(C)(3)	11A - I	MARTHA JEFFERSON HOSPITAL	Yes
(12) MARTHA JEFFERSON HOSPITAL FOUNDATION 500 MARTHA JEFFERSON DRIVE CHARLOTTESVILLE,VA22911 30-0041113	FUNDRAISING	VA	501(C)(3)	11A - I	MARTHA JEFFERSON HOSPITAL	Yes
(13) MARTHA JEFFERSON HOSPITAL 500 MARTHA JEFFERSON DRIVE CHARLOTTESVILLE,VA22911 54-0261840	HEALTH CARE	VA	501(C)(3)	LN3_HOSPITALCOOPINSE	SENTARA HEALTHCARE	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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 VUBI 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 VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) MANAGEMENT SERVICES LLC 814 GREENBRIER CIRCLE CHESAPEAKE,VA23320 54-1365012	HLTH MGT SV	VA	SVI	EXCLUDED	-6,722	226,149		No			No	40.000 %
(2) MANAGEMENT SERVICES LLC 814 GREENBRIER CIRCLE CHESAPEAKE,VA23320 54-1365012	HLTH MGT SV	VA	SH	EXCLUDED	-3,361	113,079		No			No	20.000 %
(3) OBICI REAL ESTATE HOLDINGS LLC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 26-1749881	RE RENTAL	VA	SH	RELATED	65,275	3,467,614		No			No	58.320 %
(4) PRINCESS ANNE AMB SURG MGT LLC 1975 GLENN MITCHELL STE 300 VA BEACH,VA23456 20-4920880	HEALTH CARE	VA	SH	RELATED	1,127,752	2,459,108		No			No	52.410 %
(5) VA BEACH AMBULATORY SURGERY CENTER 1700 WILL O WISP DRIVE VA BEACH,VA23454 54-1448218	HEALTH CARE	VA	SH	RELATED	736,406	2,919,038		No			No	45.000 %
(6) VA BEACH AMBULATORY SERVICE CENTER 1700 WILL O WISP DRIVE VA BEACH,VA23454 54-1448218	HEALTH CARE	VA	CHS	RELATED	81,822	324,338		No			No	5.000 %
(7) AMER HEALTH EVAL CTR-WMSBG LLC 739 THIMBLE SHOALS STE 105 NEWPORT NEWS,VA23606 26-3761741	HEALTH CARE	VA	SVI	UNRELATED		-53,127		No			No	35.000 %
(8) CANCER CENTERS OF VA LLC 5900 LAKE WRIGHT DRIVE NORFOLK,VA23502 20-1338518	HEALTH CARE	VA	SH	RELATED	675,367	4,557,151		No			No	50.000 %
(9) HAMPTON ROADS LITHOTRIPSY LLC 225 CLEARFIELD AVE VIRGINIA BEACH,VA23462 20-0942600	HEALTH CARE	VA	SVI	UNRELATED	495,833	177,112		No			No	33.330 %
(10) HEALTHCARE PERFORMANCE IMPROVEMENT LLC 5041 CORPORATE WOODS DR STE 180 VIRGINIA BEACH,VA23462 20-4024074	CONSULTING	VA	SVI	UNRELATED	597,446	455,498		No			No	39.600 %
(11) RADIOLOGY SERVICES OF HAMPTON ROADS LC 814 GREENBRIER CIRCLE STE L CHESAPEAKE,VA23320 54-1774472	HEALTH CARE	VA	SH	UNRELATED	195,513	1,173,022		No			No	25.000 %
(12) RADIOLOGY SERVICES OF HAMPTON ROADS LC 814 GREENBRIER CIRCLE STE L CHESAPEAKE,VA23320 54-1774472	HEALTH CARE	VA	SE	UNRELATED	195,513	1,173,022		No			No	25.000 %
(13) SENTARA OBICI AMBULATORY SURGERY LLC 2750 GODWIN BLVD SUFFOLK,VA23434 26-0144898	HEALTH CARE	VA	SH	RELATED	587,766	1,014,427		No			No	53.370 %
(14) ST LUKES PROPERTIES LLC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 27-2774684	MOB RENTAL	VA	SE	RELATED	-85,683	303,285		No			No	70.000 %
(15) POTOMAC INOVA HEALTHCARE ALLIANCE LLC 8110 GATEHOUSE RD STE 400W FALLS CHURCH,VA22042 54-1802733	HEALTHCARE	VA	PHC	RELATED	449,286	2,766,518		No			No	50.000 %
(16) CAREPLEX WEST LLC 18000 W SARAH LANE STE 250 BROOKFIELD,WI53045 20-2738977	RENTAL RE	WI	SVI	UNRELATED	60,112	6,071,964	Yes				No	57.160 %
(17) PORT WARWICK II LLC 18000 WEST SARAH LANE STE 250 BROOKFIELD,WI53045 20-2739075	RENTAL RE	WI	SVI	UNRELATED	99,285	4,863,806	Yes				No	100.000 %
(18) ORTHOPAEDIC HOSPITAL MANAGEMENT LLC 3000 COLISEUM DRIVE HAMPTON,VA23666 27-4185117	MGT SVCS	VA	SH	RELATED	136,676	93,256		No			No	40.000 %
(19) CAREPLEX ORTHOPAEDIC ASC LLC 3000 COLISEUM DRIVE HAMPTON,VA23666 27-1867311	HEALTH CARE	VA	SH	RELATED	1,767,796	2,709,257		No			No	50.000 %
(20) PORT WARWICK III LLC 18000 WEST SARAH LANE STE 250 BROOKFIELD,WI53045 61-1499371	RENTAL RE	WI	SVI	UNRELATED	128,103	3,225,635	Yes				No	100.000 %
(21) MARTHA JEFFERSON OSC LLC 595 MARTHA JEFFERSON DR CHARLOTTESVILLE,VA22911 11-3656095	HEALTH CARE	VA	MJH	RELATED	592,017			No			No
(22) VALIANCE HEALTH LLC 3190 PEOPLES DRIVE HARRISONBURG,VA22801 54-1866081	HEALTH CARE	VA	RMH	RELATED	-113,775	224,274		No			No	33.340 %
(23) PHYSICAL THERAPY ACACLLC 501 ALBEMARLE SQUARE CHARLOTTESVILLE,VA22901 26-0080717	HEALTH CARE	VA	MJME	UNRELATED	139,932	283,760		No			No	50.000 %
(24) NORTHERN VIRGINIA HOME CARE LLC 601 SOUTH CARLIN SPRINGS RD ARLINGTON,VA22204 45-3940053	HOME CARE	VA	SE	RELATED	-175,949	109,583		No			No	51.000 %
(25) MNS SUPPLY CHAIN NETWORK LLC 2085 FRONTIS PLAZA BLVD WINSTON SALEM,NC27103 45-4235238	GPO	DE	SHC	RELATED	-125	24,875		No			No	33.330 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to 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) SENTARA HOLDINGS INC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1555638	HOLDING COMPANY	VA	SENTARA HEALTHCARE	C		2,649,218	100.000 %	Yes
(2) SENTARA HEALTH PLANS INC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 52-2368125	TPA	VA	SENTARA HOLDINGS INC	C	19,635,618	61,941,399	100.000 %	Yes
(3) OPTIMA HEALTH GROUP 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1473382	HMO	VA	SENTARA HEALTH PLANS INC	C	11,844	2,529,184	100.000 %	Yes
(4) OPTIMA HEALTH INSURANCE COMPANY 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1642752	HEALTH INSURANCE	VA	SENTARA HEALTH PLANS INC	C	94,442,344	41,258,189	100.000 %	Yes
(5) OPTIMA BEHAVIORAL HEALTH SERVICES 6015 POPLAR HALL DRIVE NORFOLK,VA23502 62-1382666	MENTAL HEALTH SVCS	VA	SENTARA HEALTH PLANS INC	C	35,033,548	4,841,036	100.000 %	Yes
(6) SENTARA VENTURES INC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1688615	HOLDING COMPANY	VA	SENTARA HOLDINGS INC	C	14,677,973	8,744,929	100.000 %	Yes
(7) SMG INNOVATIONS INC 6015 POPLAR HALL DRIVE NORFOLK,VA23502 20-3730331	HEALTH CARE	VA	SENTARA MEDICAL GROUP	C	5,698,767	1,732,450	100.000 %	Yes
(8) SENTARA OBICI PROFESSIONAL CENTER 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1445865	RE RENTAL	VA	SENTARA HOLDINGS INC	C		2,032,244	100.000 %	Yes
(9) SENTARA OBICI MED MGT SERVICES 6015 POPLAR HALL DRIVE NORFOLK,VA23502 54-1020941	HEALTH CARE	VA	SEN OBICI PROF CTR	C		2,142	100.000 %	Yes
(10) POTOMAC VENTURES CORP 2300 OPITZ BLVD WOODBRIDGE,VA22191 54-1441420	PHARMACY	VA	POTOMAC HOSPITAL CORP	C	575,919	3,001,416	100.000 %	Yes
(11) ROCKINGHAM HEALTH SERVICES INC 2010 HEALTH CAMPUS DRIVE HARRISONBURG,VA22801 54-1721387	CONTRACTING SVCS	VA	ROCKINGHAM MEMORIAL HOSPITAL	C			100.000 %	Yes
(12) MARTHA JEFFERSON MEDICAL ENTERPRISES INC 500 MARTHA JEFFERSON DRIVE CHARLOTTESVILLE,VA22911 54-1841528	MEDICAL BILLING SVCS	VA	MARTHA JEFFERSON HOSPITAL	C	3,187,961	411,472	100.000 %	Yes
(13) BAY PRIMEX INSURANCE COMPANY LTD PO BOX 1051 GRAND CAYMAN KY1-1102 CJ 98-0704114	INSURANCE	CJ	SENTARA HEALTHCARE	C	11,971,146	72,519,669	100.000 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to 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 . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

Yes

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

Yes

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

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

Yes

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) . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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

Yes

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 other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) MPB INC	B	38,999,424	CORP BOOKS/REC
(2) MPB INC	K	106,445	CORP BOOKS/REC
(3) MPB INC	L	1,246,136	CORP BOOKS/REC
(4) MPB INC	O	78,604	CORP BOOKS/REC
(5) OBICI ASC	Q	155,550	CORP BOOKS/REC
(6) OPTIMA HEALTH PLAN	S	60,000,000	CORP BOOKS/REC
(7) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM	B	72,297,761	CORP BOOKS/REC
(8) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM	C	335,709	CORP BOOKS/REC
(9) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM	L	958,589	CORP BOOKS/REC
(10) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM	O	894,908	CORP BOOKS/REC
(11) POTOMAC HOSPITAL CORP OF PRINCE WILLIAM	S	22,421,095	CORP BOOKS/REC
(12) PRINCESS ANNE ASC	Q	216,783	CORP BOOKS/REC
(13) SENTARA ENTERPRISES	C	2,598,424	CORP BOOKS/REC
(14) SENTARA ENTERPRISES	L	3,779,273	CORP BOOKS/REC
(15) SENTARA HEALTH PLANS INC	L	7,539,994	CORP BOOKS/REC
(16) SENTARA HEALTH PLANS INC	M	4,653,026	CORP BOOKS/REC
(17) SENTARA HEALTH PLANS INC	O	911,721	CORP BOOKS/REC
(18) SENTARA HEALTH PLANS INC	Q	20,518,940	CORP BOOKS/REC
(19) SENTARA HEALTH PLANS INC	S	995,654	CORP BOOKS/REC
(20) SENTARA HOLDINGS INC	F	15,500,000	CORP BOOKS/REC
(21) SENTARA HOSPITALS	C	247,702,878	CORP BOOKS/REC
(22) SENTARA HOSPITALS	L	50,042,642	CORP BOOKS/REC
(23) SENTARA HOSPITALS	M	353,896	CORP BOOKS/REC
(24) SENTARA HOSPITALS	N	518,859	CORP BOOKS/REC
(25) SENTARA HOSPITALS	P	149,133	CORP BOOKS/REC
(26) SENTARA HOSPITALS	Q	68,584	CORP BOOKS/REC
(27) SENTARA LIFE CARE CORP	C	6,454,797	CORP BOOKS/REC
(28) SENTARA LIFE CARE CORP	L	2,724,970	CORP BOOKS/REC
(29) SENTARA MEDICAL GROUP	B	49,265,310	CORP BOOKS/REC
(30) SENTARA MEDICAL GROUP	C	842,278	CORP BOOKS/REC
(31) SENTARA MEDICAL GROUP	L	2,372,891	CORP BOOKS/REC
(32) SENTARA MEDICAL GROUP	O	66,330	CORP BOOKS/REC
(33) SENTARA MEDICAL GROUP	Q	314,565	CORP BOOKS/REC
(34) SENTARA PRINCESS ANNE HOSPITAL	A	7,785,328	CORP BOOKS/REC
(35) SENTARA PRINCESS ANNE HOSPITAL	D	155,277,727	CORP BOOKS/REC
(36) SENTARA PRINCESS ANNE HOSPITAL	L	5,230,691	CORP BOOKS/REC
(37) SENTARA PRINCESS ANNE HOSPITAL	Q	99,185,735	CORP BOOKS/REC
(38) SENTARA PRINCESS ANNE HOSPITAL	S	10,384,437	CORP BOOKS/REC
(39) ST LUKES PROPERTIES LLC	Q	57,620	CORP BOOKS/REC
(40) BAY PRIMEX INSURANCE COMPANY LTD	S	5,604,613	CORP BOOKS/REC
(41) SENTARA VENTURES INC	O	79,455	CORP BOOKS/REC

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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 VUBI 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 VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation
		DURING 2012, THE PRIMARY OBLIGATIONS OF $370,795,000 IN CERTAIN BOND DEBT OF SOME OF THE ORGANIZATION'S 501(C)(3) TAX EXEMPT SUBSIDIARIES WERE NOTE SUBSTITUTED AND TRANSFERRED TO THE ORGANIZATION UNDER ITS MASTER TRUST INDENTURE, WITH FUNDING AGREEMENTS AND AMENDMENTS TO INCLUDE THESE SUBSIDIARIES AS AFFILIATE MEMBERS TO THE SENTARA OBLIGATED GROUP. AS A RESULT, THE BOND DEBT THAT IS NOW A LIABILITY ON THE ORGANIZATION'S BALANCE SHEET HAS BEEN REPORTED ON THE ORGANIZATION'S FORM 990 SCHEDULE K. IT IS UNCLEAR FROM THE FORM 990 SCHEDULE R INSTRUCTIONS WHETHER TRANSACTIONS RELATED TO THE TRANSFER OF BOND DEBT SHOULD BE REPORTED IN SCHEDULE R PART V; THEREFORE, SUCH TRANSACTIONS HAVE NOT BEEN REPORTED. THE ORGANIZATION AND ITS SUBSIDIARIES PARTICIPATE IN CASH MANAGEMENT ARRANGEMENTS WHEREBY ALL CASH OPERATING ACCOUNTS ARE SWEPT INTO OR FUNDED BY A MASTER OVERNIGHT INVESTMENT ACCOUNT ON A DAILY BASIS, IN ORDER TO MAINTAIN A $0 BALANCE IN ALL OPERATING ACCOUNTS AND MAXIMIZE INVESTMENT EARNINGS. THE DAILY TRANSFERS OF CASH, WHICH RESULT FROM THIS CONSOLIDATED CASH ARRANGEMENT, HAVE NOT BEEN REPORTED ON SCHEDULE R PART V.

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No