Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf .... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f) .. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10 | ||||||
Calendar year (or fiscal
year beginning in) ![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 108,692,904 | 108,692,904 | ||||
| 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 | 2,066,017,019 | 1,127,476,545 | 2,386,027,499 | 2,784,910,535 | 1,448,059,312 | 9,812,490,910 |
| 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 | 2,174,709,923 | 1,127,476,545 | 2,386,027,499 | 2,784,910,535 | 1,448,059,312 | 9,921,183,814 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | 0 | |||||
| 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. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support. (Subtract line 7c from line 6.) | 9,921,183,814 | |||||
Calendar year
(or fiscal year beginning in)
![]() |
(a) 2019 | (b) 2020 | (c) 2021 | (d) 2022 | (e) 2023 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 2,174,709,923 | 1,127,476,545 | 2,386,027,499 | 2,784,910,535 | 1,448,059,312 | 9,921,183,814 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 3,839,077 | 650,811 | 3,848,456 | 8,189,486 | 8,290,587 | 24,818,417 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | 3,839,077 | 650,811 | 3,848,456 | 8,189,486 | 8,290,587 | 24,818,417 |
| 11 | Net income from unrelated business activities not included on line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 2,178,549,000 | 1,128,127,356 | 2,389,875,955 | 2,793,100,021 | 1,456,349,899 | 9,946,002,231 |
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 0.015 of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by 0.035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2023 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2023 |
(iii) Distributable Amount for 2023 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2023 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2023 (reasonable cause required-- explain in Part VI).
See instructions. |
||||
| 3 Excess distributions carryover, if any, to 2023: | ||||
| a From 2018....... | ||||
| b From 2019....... | ||||
| c From 2020....... | ||||
| d From 2021....... | ||||
| e From 2022....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2023 distributable amount | ||||
|
i
Carryover from 2018 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2023 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2023 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2023, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
6
Remaining underdistributions for 2023. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
||||
|
7 Excess distributions carryover to 2024. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a Excess from 2019..... | ||||
| b Excess from 2020..... | ||||
| c Excess from 2021..... | ||||
| d Excess from 2022..... | ||||
| e Excess from 2023..... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART III | REASON FOR SHORT PERIOD RETURN: ON FEBRUARY 28, 2023, THE ORGANIZATION'S BOARD OF DIRECTORS ALONG WITH ITS SOLE SHAREHOLDER, SENTARA HEALTHCARE (NOW SENTARA HEALTH,) APPROVED AND ADOPTED A PLAN OF MERGER WHEREBY THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS,) A 501(C)(3) TAX-EXEMPT VIRGINIA NONSTOCK CORPORATION WHOSE SOLE MEMBER IS SENTARA HEALTH. THE MERGER WAS APPROVED BY THE VIRGINIA STATE CORPORATION COMMISSION ON JUNE 21, 2023 WITH AN EFFECTIVE DATE OF JULY 1, 2023. |
| Software ID: | |
| Software Version: |
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 2 | THE ORGANIZATION'S OFFICERS AND DIRECTORS SERVED TOGETHER ON THE BOARDS OF OTHER ORGANIZATIONS WITHIN THE SENTARA HEALTH 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 3 | THE ORGANIZATION HAD AN ADMINISTRATIVE SERVICES AGREEMENT ("ASA") WITH SENTARA HEALTH ADMINISTRATION, INC. FORMERLY SENTARA HEALTH PLANS, INC., A RELATED ORGANIZATION. UNDER THE ASA, THE ORGANIZATION DELEGATED MANAGEMENT DUTIES SUCH AS PLANNING AND EXECUTING BUDGETS AND FINANCIAL OPERATIONS AND SUPERVISING EXEMPT OPERATIONS TO SENTARA HEALTH ADMINISTRATION, INC. ALL PERSONS LISTED AS FORMER KEY AND HIGHEST COMPENSATED EMPLOYEES IN CORE PART VII SECTION A RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. OFFICER JEFF SNYDER ALSO RECEIVED COMPENSATION FROM SENTARA HEALTH ADMINISTRATION, INC. SEE CORE PART VII SECTION A COLUMNS (E) AND (F) FOR REPORTABLE AND OTHER COMPENSATION PAID BY SENTARA HEALTH ADMINISTRATION, INC. |
| FORM 990, PART VI, SECTION A, LINE 4 | ON FEBRUARY 28, 2023, THE ORGANIZATION'S BOARD OF DIRECTORS ALONG WITH ITS SOLE SHAREHOLDER, SENTARA HEALTHCARE (NOW SENTARA HEALTH,) APPROVED AND ADOPTED A PLAN OF MERGER WHEREBY THE ORGANIZATION MERGED WITH AND INTO OPTIMA HEALTH PLAN (NOW SENTARA HEALTH PLANS,) A 501(C)(3) TAX-EXEMPT VIRGINIA NONSTOCK CORPORATION WHOSE SOLE MEMBER IS SENTARA HEALTH. THE MERGER WAS APPROVED BY THE VIRGINIA STATE CORPORATION COMMISSION ON JUNE 21, 2023 WITH AN EFFECTIVE DATE OF JULY 1, 2023. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION'S SOLE SHAREHOLDER WAS SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION AND THE 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM. SENTARA HEALTH HAD THE RIGHT TO DESIGNATE TEN DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | SENTARA HEALTH HAD THE RIGHT TO DESIGNATE DIRECTORS OF THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 7B | SENTARA HEALTH, THE SOLE SHAREHOLDER, HAD THE RIGHT TO VOTE ON CORPORATE MATTERS. |
| FORM 990, PART VI, SECTION B, LINE 11B | A COPY OF THE ORGANIZATION'S FINAL FORM 990, AS ULTIMATELY FILED WITH THE IRS, WAS PROVIDED TO THE ORGANIZATION'S TREASURER FOR REVIEW PRIOR TO FILING. THE ORGANIZATION USED THE SYSTEM'S IN-HOUSE TAX DEPARTMENT, HEADED BY A LICENSED CERTIFIED PUBLIC ACCOUNTANT, TO BOTH PREPARE AND REVIEW ITS FORM 990. DURING THE PREPARATION AND REVIEW PROCESS, THE TAX DEPARTMENT WORKED CLOSELY WITH OTHER SYSTEM DEPARTMENTS, SUCH AS LEGAL, COMPENSATION AND BENEFITS, COMPLIANCE, FINANCE, AND MARKETING, TO ENSURE THAT A COMPLETE AND ACCURATE RETURN WAS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | DIRECTORS, BOARD-NOMINATED OFFICERS, AND KEY EMPLOYEES ARE REQUESTED TO SUBMIT AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE AND CERTIFY TO THE COMPLETION AND ACCURACY OF THE INFORMATION DISCLOSED. ADDITIONALLY, EACH ORGANIZATION'S GOVERNING BOARD OR APPROPRIATE BODY MONITORS TRANSACTIONS INVOLVING DISCLOSED POTENTIAL CONFLICTS OF INTEREST. |
| FORM 990, PART VI, SECTION B, LINE 15 | AS PART OF THE SENTARA HEALTH SYSTEM ("THE SYSTEM"), THE ORGANIZATION FOLLOWED PROCESSES AND PROCEDURES SET FORTH IN ITS GOVERNING DOCUMENTS TO ENSURE COMPLIANCE WITH ITS OBLIGATIONS AS A 501(C)(3) HEALTHCARE ORGANIZATION TO PAY DISQUALIFIED PERSONS' REASONABLE COMPENSATION. SUCH PROCESSES AND PROCEDURES ARE INTENDED TO ESTABLISH THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERNAL REVENUE CODE SECTION 4958 REGULATIONS. THE COMPENSATION PHILOSOPHY OF THE SYSTEM AS A WHOLE IS TO BASE OVERALL COMPENSATION AND BENEFITS FOR EXECUTIVES ON NOT-FOR-PROFIT MARKET COMPARABLES, ADJUSTED AS APPLIED TO EACH EXECUTIVE, TAKING INTO CONSIDERATION THE INDIVIDUAL SKILLS, EXPERIENCE, TENURE AND PERFORMANCE OF THE EXECUTIVE BEING COMPENSATED AND OVERALL PERFORMANCE OF THE ORGANIZATION. IN LINE WITH THIS PHILOSOPHY, THE SYSTEM PERFORMED SUBSTANTIAL DUE DILIGENCE AS TO MARKET COMPARABLES. THE SYSTEM'S COMPENSATION COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST, ENGAGED AN OUTSIDE CONSULTANT, WHO REPORTS TO THE COMPENSATION COMMITTEE, TO CONDUCT A STUDY ASSESSING THE COMPETITIVENESS OF TOTAL COMPENSATION (INCLUDING CASH COMPENSATION, BENEFITS AND PERQUISITES) OF ITS SENIOR EXECUTIVES PRIOR TO MAKING DECISIONS REGARDING ANNUAL BASE SALARY ADJUSTMENTS, APPROVING INCENTIVE AWARDS, OR CONSIDERING PROGRAMMATIC CHANGES. THE STUDY COMPARED THE COMPENSATION OF THE SYSTEM'S SENIOR EXECUTIVES TO COMPENSATION DATA FROM MULTIPLE PUBLISHED SURVEY SOURCES BASED ON EACH SENIOR EXECUTIVE'S FUNCTIONAL RESPONSIBILITY. IN CONDUCTING THE STUDY, THE CONSULTANT TARGETED OTHER NOT-FOR-PROFIT HEALTH SYSTEMS OF SIMILAR SIZE BASED ON NET REVENUE AND COMPLEXITY. FOR HEALTH PLAN POSITIONS, HEALTH PLANS WITH SIMILAR PREMIUMS, OR MEMBERS, WERE TARGETED. THE CONSULTANT ALSO CONDUCTS A REVIEW OF THE ORGANIZATION'S PERFORMANCE RELATIVE TO A GROUP OF NOT-FOR-PROFIT HEALTH SYSTEMS OF COMPARABLE SIZE AND SCOPE OF OPERATIONS EVERY YEAR. THE MOST RECENT STUDY COMPARED SENTARA'S PERFORMANCE TO 28 NOT-FOR-PROFIT HEALTHCARE SYSTEMS, AND 36 INDEPENDENT AND INTEGRATED DELIVERY SYSTEM-OWNED HEALTH PLANS THAT ARE COMPARABLE IN SIZE TO SENTARA'S HEALTH PLAN, BASED ON NET REVENUE GROWTH, OPERATING MARGIN, VARIOUS CLINICAL QUALITY METRICS AND PATIENT SATISFACTION. OVERALL, THE CONSULTANT DETERMINED THAT SENTARA'S PAY WAS ALIGNED WITH ITS RELATIVE PERFORMANCE. THE COMPENSATION STUDY WAS PRESENTED TO THE SYSTEM'S COMPENSATION COMMITTEE, WHICH MADE ITS COMPENSATION DECISIONS BASED ON A) ITS REVIEW AND ANALYSIS OF THE PERFORMANCE OF BOTH THE ORGANIZATION AND ITS SENIOR EXECUTIVES AND, B) A REASONABLENESS OF COMPENSATION ANALYSIS AND OPINION FROM AN EXTERNAL EXPERT IN THE COMPENSATION OF EXECUTIVES IN THE TAX-EXEMPT HEALTH CARE FIELD. THE COMMITTEE'S BASES FOR ITS DECISIONS WERE DOCUMENTED IN COMMITTEE MINUTES TAKEN DURING THE MEETING AND THEN CIRCULATED FOR REVIEW AND APPROVAL. ALL DECISIONS REGARDING COMPENSATION WERE MADE BY THE COMMITTEE, WHICH CONSISTS OF SYSTEM BOARD MEMBERS WITHOUT CONFLICTS OF INTEREST. THIS PROCESS WAS USED TO ESTABLISH COMPENSATION FOR THE ORGANIZATION'S PRESIDENT, WHO ALSO SERVED AS PRESIDENT AND CEO OF THE SYSTEM. THE PROCESS WAS LAST UNDERTAKEN DURING 2022 FOR THE POSITIONS LISTED. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE CONSOLIDATED FINANCIAL STATEMENTS FOR SENTARA HEALTH 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. |
| FORM 990, PART VI, LINE 1B, BOARD MEMBER INDEPENDENCE | THE ORGANIZATION'S BOARD OF DIRECTORS WAS ELECTED ANNUALLY BY ITS SHAREHOLDER, SENTARA HEALTH, A VIRGINIA NONSTOCK CORPORATION, 501(C)(3) TAX EXEMPT PARENT OF THE SENTARA HEALTH SYSTEM, AND SOLE SHAREHOLDER OF THE ORGANIZATION. THE GOVERNING BOARD OF SENTARA HEALTH IS AN INDEPENDENT, COMMUNITY-BASED BOARD. |
| FORM 990, PART X | DISSOLUTION OF VIRGINIA PREMIER HEALTH PLAN, INC. THE BALANCE SHEET AND OTHER CHANGES IN FUND BALANCE OF VIRGINIA PREMIER HEALTH PLAN, INC. AT JUNE 30, 2023 REFLECT THE MERGER TRANSACTION WHEREBY THE ASSETS, LIABILITIES AND FUND BALANCE OF VIRGINIA PREMIER HEALTH PLAN, INC. HAS BEEN REDUCED TO ZERO. SEE SCH N FOR ADDITIONAL INFORMATION. |
| FORM 990, PART XI, LINE 9: | NET ASSETS TRANSFERRED TO SENTARA HEALTH PLANS -408,206,221. |
| Software ID: | |
| Software Version: |