2019-11-13T20:02:39-06:00 2018-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2018-01-01 592796965 BAYCARE HEALTH SYSTEM INC BAYC 7275191200 2985 DREW STREET CLEARWATER FL 33759 JANICE POLO EVP & CFO 7278208021 2019-11-12 1 MELANIE A MCPEAK P01346034 8132254800 73.184.197.104 2019-11-13 20:02:34 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 66FC02D03DBAC7EA2C5C7B5513D8D7164FCFC484 2018 2020-03-31 21:24:44Z JANICE POLO 2985 DREW STREET CLEARWATER FL 33759 1619923710 0 X WWW.BAYCARE.ORG X 1987 FL BAYCARE HEALTH SYSTEM, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 22 19 5497 20 2443655 850405 599651 613947 455469487 495905341 274352805 163685254 34009258 46134717 764431201 706339259 1300054 1595049 0 0 270571486 314048027 0 0 0 230446103 229144263 502317643 544787339 262113558 161551920 4853850458 5078766568 3969546628 4063234920 884303830 1015531648 X BAYCARE HEALTH SYSTEM, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 0 0 481242994 1595049 531538858 SEE SCHEDULE OBAYCARE HEALTH SYSTEM, INC. (BAYCARE) IS A LEADING, NOT-FOR-PROFIT HEALTH CARE SYSTEM THAT CONNECTS INDIVIDUALS AND FAMILIES TO A WIDE RANGE OF SERVICES AT 14 HOSPITALS AND HUNDREDS OF OTHER CONVENIENT LOCATIONS THROUGHOUT THE TAMPA BAY AND WEST CENTRAL FLORIDA REGIONS. INPATIENT AND OUTPATIENT SERVICES INCLUDE ACUTE CARE, PRIMARY CARE, IMAGING, LABORATORY, BEHAVIORAL HEALTH, HOME CARE AND URGENT CARE. BAYCARE'S ANNUAL "REPORT TO THE COMMUNITY" CAN BE VIEWED AT HTTPS://BAYCARE.ORG/ANNUAL-REPORT-2018.BAYCARE'S HOSPITALS ARE BARTOW REGIONAL MEDICAL CENTER, MEASE COUNTRYSIDE, MEASE DUNEDIN, MORTON PLANT, MORTON PLANT NORTH BAY, ST. ANTHONY'S, ST. JOSEPH'S, ST. JOSEPH'S CHILDREN'S, ST. JOSEPH'S WOMEN'S, ST. JOSEPH'S HOSPITAL-NORTH, ST. JOSEPH'S HOSPITAL-SOUTH, SOUTH FLORIDA BAPTIST, WINTER HAVEN AND WINTER HAVEN WOMEN'S.*BAYCARE WAS FOUNDED IN 1997 WHEN SEVERAL OF THE AREA'S NOT-FOR-PROFIT HOSPITALS CAME TOGETHER TO CREATE A HEALTH SYSTEM THAT WOULD ENSURE HIGH-QUALITY HEALTH CARE FOR EVERYONE IN THE COMMUNITY, REGARDLESS OF THEIR ABILITY TO PAY. TODAY, BAYCARE IS A $4.2 BILLION, INTEGRATED HEALTH DELIVERY SYSTEM WITH 28,400 EMPLOYEES. IT PLAYS AN IMPORTANT ROLE AS AN ECONOMIC ENGINE, ANNUALLY GENERATING A $6.62 BILLION IMPACT ON THE REGION AND THE STATE. IN 2018, BAYCARE SPENT $2.09 BILLION TO PAY FOR THE SALARY AND BENEFITS OF ITS EMPLOYEES AND INVESTED $309 MILLION IN CAPITAL RESOURCES.BAYCARE'S CENTRALIZATION OF ADMINISTRATIVE FUNCTIONS IN A NUMBER OF AREAS, INCLUDING FINANCE, BUSINESS OFFICE, INFORMATION TECHNOLOGY, HUMAN RESOURCES, PERFORMANCE IMPROVEMENT, CLINICAL OUTCOMES, CARE MANAGEMENT, PLANNING, SUPPLY CHAIN AND MARKETING/COMMUNICATIONS, HAS PROVIDED A MANAGEMENT STRUCTURE THAT HELPS ITS HOSPITALS AND SERVICE LINES OPERATE MORE EFFICIENTLY AND CONTINUE STRIVING FOR CLINICAL EXCELLENCE. BAYCARE'S FINANCIAL STABILITY ALSO HELPS ENSURE THAT ITS HOSPITALS REMAIN FOCUSED ON THEIR SHARED MISSION TO IMPROVE THE HEALTH OF ALL THEY SERVE THROUGH COMMUNITY-OWNED SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE, REGARDLESS OF PATIENTS' ABILITY TO PAY.IN 2018, BAYCARE PROVIDED $462 MILLION IN TOTAL COMMUNITY BENEFIT, 11% OF BAYCARE'S REVENUES, WHICH INCLUDES $117 MILLION IN TRADITIONAL CHARITY CARE FOR UNINSURED PATIENTS, $311 MILLION IN MEDICAID AND OTHER INCOME-BASED PROGRAMS, AND $34 MILLION IN UNBILLED COMMUNITY SERVICES. ALL OF THESE ARE MEASURED IN UNREIMBURSED COST.*IN CERTAIN CASES, HOSPITAL LOCATIONS WITH THE SAME TAX IDENTIFICATION AND STATE LICENSE NUMBER ARE LISTED AS ONE FACILITY ON FORM 990, SCHEDULE H, CONSISTENT WITH IRS REPORTING GUIDELINES. 481242994 1 1 0 1 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 1 1 1 1 1 0 1 X 1862 0 1 5497 1 1 1 1 CJ 0 0 0 0 0 0 0 0 1 0 X 22 19 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X JANICE POLO EVP & CFO 7278208021 2985 DREW STREET CLEARWATER FL 33759 TOMMY INZINA TRUSTEE/PRES/CEO BAYCARE 45.00 3.00 X X 3375715 0 66983 MARION ALBANESE TRUSTEE EFF FEBRUARY 1.00 0.00 X 0 0 0 ED ARMSTRONG TRUSTEE/SECRETARY/TREASURER 1.00 1.00 X X 0 0 0 ALAN BOMSTEIN TRUSTEE 1.00 0.00 X 0 0 0 JAMES CANTONIS TRUSTEE 1.00 1.00 X 0 0 0 RICK COLON TRUSTEE 1.00 1.00 X 0 0 0 KURT ERICKSON TRUSTEE 1.00 1.00 X 0 17100 0 V RAYMOND FERRARA TRUSTEE/CHAIR 1.00 1.00 X X 0 0 0 YVONNE FRY TRUSTEE 1.00 0.00 X 0 0 0 TRACY HALME TRUSTEE 1.00 1.00 X 0 0 0 JONATHAN JENNEWEIN TRUSTEE 1.00 1.00 X 0 0 0 VIC KRAUZE TRUSTEE 1.00 0.00 X 0 0 0 GAY LANCASTER TRUSTEE 1.00 1.00 X 0 0 0 SUSAN LATVALA TRUSTEE EFF FEBRUARY 1.00 1.00 X 0 0 0 MICHAEL MIKURAK TRUSTEE 1.00 0.00 X 0 0 0 DEWEY MITCHELL TRUSTEE 1.00 0.00 X 0 0 0 WILLIAM MORROW TRUSTEE EFF FEBRUARY 1.00 0.00 X 0 0 0 ERIC OBECK TRUSTEE/VICE CHAIR 1.00 0.00 X X 0 0 0 CHARLES OSTERHOLT TRUSTEE EFF FEBRUARY 1.00 1.00 X 0 0 0 PAT SHIRLEY TRUSTEE 1.00 1.00 X 0 0 0 THOMAS WHIDDON TRUSTEE/IMM PAST CHAIR 1.00 0.00 X 0 0 0 MICHAEL WILLIAMSON TRUSTEE 1.00 0.00 X 0 0 0 STEVE SMITH TRUSTEE TILL FEBRUARY 1.00 0.00 X 0 0 0 CHARLES WENIGER TRUSTEE TILL FEBRUARY 1.00 1.00 X 0 0 0 GLENN WATERS EVP,COO BAYCARE 45.00 16.00 X 1549036 0 59994 BRUCE FLAREAU EVP, CMO BAYCARE TILL OCTOBER 45.00 1.00 X 1206581 0 60153 NISHANT ANAND EVP, CMO BAYCARE EFF OCTOBER 45.00 1.00 X 219346 0 3054 JANICE POLO EVP,CFO BAYCARE 45.00 6.00 X 974340 0 79567 TIM THOMPSON SVP, INFORMATION SVCS/CIO 45.00 0.00 X 754634 0 77699 LYNNETTE CLINTON VP, APPLICATIONS EFF APRIL 45.00 0.00 X 229425 0 28959 CYNTHIA JONES VP, APPLICATIONS TILL APRIL 45.00 0.00 X 258180 0 15062 SCOTT KIZER SVP, CHIEF LEGAL OFFICER 45.00 2.00 X 779738 0 79202 CARL TREMONTI VP, CFO BAYCARE HOSP DIV/BMG, AMB 45.00 19.00 X 698208 0 26327 WILLIAM ULBRICHT SVP, CHIEF ADMIN OFFICER BMG 45.00 2.00 X 710403 0 117650 GAIL RYDER VP, BEHAVIORAL HEALTH SVCS 45.00 1.00 X 707941 0 38978 ANDREW FINK SVP,PRESIDENT, BAYCARE MEDICAL GROUP 45.00 1.00 X 620879 0 127642 12084426 17100 781270 476 0 1 0 CERNER PO BOX 412702 KANSAS CITY MO 64141 SOFTWARE SERVICES 35841299 BARTON MALOW COMPANY 26500 AMERICAN DR SOUTHFIELD MI 48034 CONSTRUCTION SERVICES 19950512 CREATIVE CONTRACTORS INC 620 DREW ST CLEARWATER FL 34615 CONSTRUCTION SERVICES 3456092 LEVEL 3 FINANCING INC 1025 ELDORADO BLVD BROOMFIELD CO 80021 COMMUNICATIONS SERVICES 3078275 BAY TO BAY PROPERTIES LLC 433 2ND ST S SAFETY HARBOR FL 34695 CONSTRUCTION SERVICES 2960582 241 30000 583947 613947 MANAGEMENT FEES 621999 469384850 469384850 OUTPATIENT CARE SVCS 621999 20799433 20799433 MEDICARE/CAID-OUTPTNT 561000 3385416 3385416 PREMIER PURCHASING PAR 561000 928950 894679 34271 BILLING AND COLLECTION 561000 824232 824232 582460 582460 495905341 108722803 130050 108592753 8804326 0 8804326 8804326 8804326 968546902 913584451 54962451 54962451 54962451 BISC REVENUE 561000 16610467 16610467 CIN REVENUE 561000 11073246 9502963 1570283 ALL OTHER REVENUE 561000 9646678 9520087 126591 37330391 706339259 530922127 2443655 172359530 1595049 1595049 8980888 8980888 245440383 237991875 7448508 11825252 11466385 358867 31049246 30106978 942268 16752258 16195721 556537 1901833 1901833 1272490 1272490 129265 129265 11514302 11514302 28191721 27061235 1130486 12661563 12654085 7478 21477458 21477458 90969625 90603428 366197 12261870 10247972 2013898 2573055 2573055 37202912 36617503 585409 1920370 1920370 MISCELLANEOUS EXPENSES 4477864 4058022 419842 BAD DEBT EXPENSES 1098199 1098199 DIETARY 768941 694482 74459 UBI TAXES 722795 722795 544787339 481242994 63544345 0 31676649 41390577 1868795 2191306 16129326 13602221 22321481 24573217 25332514 36586589 715217772 374443690 287550402 340774082 1683641626 1759320187 2519643321 2594202703 232081481 232231246 4556609 3833288 29048254 30061152 4853850458 5078766568 364457624 412359253 2253551 3845262 1114442226 1084667820 9954726 19031143 2478438501 2543331442 3969546628 4063234920 X 884303830 1015531648 884303830 1015531648 4853850458 5078766568 X 161551920 -264987877 234663775 X 0 1 X 1 1 1 X X 14 MORTON PLANT HOSPITAL ASSOCIATION INC 590624462 3 1 95174213 0 ST ANTHONY'S HOSPITAL INC 592043026 3 1 43293738 0 ST JOSEPH'S HOSPITAL INC 590774199 3 1 149253583 0 SOUTH FLORIDA BAPTIST HOSPITAL INC 590594631 3 1 15173995 0 BAYCARE HOME CARE INC 593582520 10 0 14338268 0 TRUSTEES OF MEASE HOSPITAL INC 590855412 3 1 50475446 0 JOHN KNOX VILLAGE OF TAMPA BAY INC 591377711 10 0 503322 0 MORTON PLANT MEASE HEALTH SERVICES INC 592600684 10 0 6575033 0 BAYCARE BEHAVIORAL HEALTH INC 591371752 7 0 3086293 0 BEHAVIORAL HEALTH MANAGEMENT SERVICES INC 593279573 10 0 432183 0 BAYCARE MEDICAL GROUP INC 593140335 10 0 52797357 0 ST ANTHONY'S PROFESSIONAL BUILDINGS AND SERVICES INC 592018848 10 0 2823641 0 WINTER HAVEN HOSPITAL INC 590724462 3 0 38665153 0 BARTOW REGIONAL MEDICAL CENTER INC 475387418 3 0 7196284 0 14 479788509 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 1 PART IV, SECTION A, LINE 1 PER ITS ARTICLES, THE ORGANIZATION WILL SUPPORT OTHER ORGANIZATIONS DESCRIBED IN SECTION 509(A)(1) OR (2) OF THE INTERNAL REVENUE CODE, AS MAY BE SPECIFIED FROM TIME TO TIME. PART IV, SECTION A, LINE 6 BAYCARE HEALTH SYSTEM, INC PROVIDES SUPPORT TO VARIOUS CHARITABLE ORGANIZATIONS IN ATTEMPT TO FURTHER ITS EXEMPT PURPOSE. SEE SCHEDULE I FOR MORE DETAIL. THESE CONTRIBUTIONS ARE MADE AT THE BAYCARE HEALTH SYSTEM LEVEL RATHER THAN THE INDIVIDUAL HOSPITAL LEVEL AS A WAY TO COORDINATE THE GIVING. BAYCARE HEALTH SYSTEM'S SUPPORTED ORGANIZATIONS ARE FULLY AWARE OF THIS ACTIVITY. THESE AMOUNTS ARE DE MINIMIS WITH RESPECT TO BAYCARE HEALTH SYSTEM'S TOTAL ACTIVITIES AND TOTAL SUPPORT PROVIDED. PART IV, SECTION B, LINE 2 BAYCARE HEALTH SYSTEM, INC. OPERATED FOR THE BENEFIT OF BOTH THE SUPPORTED ORGANIZATIONS WHICH ARE THE MEMBERS OF BAYCARE HEALTH SYSTEM, INC. AND THOSE ORGANIZATIONS THAT ARE CONTROLLED BY THE SUPPORTED ENTITIES AND OPERATE AS PART OF AN INTEGRATED HEALTHCARE DELIVERY SYSTEM THAT FURTHERS THE MEMBER ENTITIES' PURPOSE OF PROVIDING HEALTHCARE IN A CHARITABLE MANNER. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 1 0 1 500 0 0 1 849280 0 1 129265 979045 0 SCHEDULE C PART II - B, LINE 1A, 1B, 1D, 1G AND 1I, SUPPLEMENTAL INFORMATIO A - IN 2018, BAYCARE BOARD MEMBERS, TEAM MEMBERS AND VOLUNTEER FAMILY ADVOCATES ENGAGED IN LOBBYING EFFORTS AT THE STATE AND FEDERAL LEVELS OF GOVERNMENT. AT THE FEDERAL LEVEL, ADVOCACY EFFORTS CENTERED LARGELY AROUND HEALTH CARE REFORM PROPOSALS, INCLUDING LEGISLATION TO REPEAL AND REPLACE THE AFFORDABLE CARE ACT. OTHER EFFORTS INVOLVED PROMOTING ENHANCED FUNDING FOR BEHAVIORAL HEALTH SERVICES, PASSAGE OF LEGISLATION TO IMPROVE THE COORDINATION AND DELIVERY OF HEALTH CARE SERVICES FOR MEDICALLY-COMPLEX CHILDREN (INCLUDING THE ADVANCING CARE FOR EXCEPTIONAL OR "ACE" KIDS ACT), AND THE EXTENSION OF FUNDING FOR THE CHILDREN'S HEALTH INSURANCE PROGRAM (CHIP). ADDITIONALLY, ADVOCACY TOOK PLACE AROUND PROTECTION OF THE 340B OUTPATIENT DRUG PRICING PROGRAM, AS WELL AS GRADUATE MEDICAL EDUCATION PROGRAMS, AMONG OTHER ISSUES. AT THE STATE LEVEL, EFFORTS CENTERED AROUND EFFORTS TO PROTECT MEDICAID FUNDING FOR HOSPITALS URGING LAWMAKERS TO REJECT SIGNIFICANT CUTS TO THE PROGRAM. ADDITIONALLY, ADVOCACY TOOK PLACE AROUND EFFORTS TO PROTECT FLORIDA'S CERTIFICATE OF NEED OF NEED LAWS, OPPOSE OVERNIGHT STAYS AT AMBULATORY SURGERY CENTERS (ASCS), AND OPPOSE THE CREATION OF A NEW CLASS OF HEALTH CARE FACILITIES IN FLORIDA REFERRED TO AS ADVANCED BIRTH CENTERS. ALSO, ADVOCACY TOOK PLACE URGING LAWMAKERS TO PASS LEGISLATION ENHANCING COVERAGE AND REIMBURSEMENT OF HEALTH CARE SERVICES DELIVERED VIA TELEHEALTH, AMONG OTHER ISSUES. B, D, G - BAYCARE EMPLOYEES COMPLETING LOBBYING ACTIVITIES REGARDING MEDICARE EXPANSION, LOW INCOME POOL FUNDING, FEDERAL AND STATE BEHAVIORAL HEALTH FUNDING, FEDERAL HOME CARE FUNDING AND REGULATION, THE CHOICE ACT AND RELATED VA LEGISLATION, FEDERAL LEGISLATION FOR MEDICALLY COMPLEX CHILDREN, AND MEDICAID AND MEDICARE DSH FUNDING METHODOLOGIES. I - DUES WERE PAID TO THE FLORIDA HOSPITAL ASSOCIATION, TAMPA BAY PARTNERSHIP, AMERICAN ACADEMY OF FAMILY, AMERICAN OSTEOPATHIC ASSOCIATION, AMERICAN COLLEGE OF CARDIOLOGY, AMERICAN MEDICAL GROUP ASSOCIATION, FLORIDA MEDICAL ASSOCIATION AND THE AMERICAN HEALTH INFORMATION MANAGEMENT ASSOCIATION. THESE ASSOCIATIONS USE A PORTION OF THEIR RESPECTIVE DUES TO CONDUCT LOBBYING ACTIVITIES. 43582989 43582989 156149946 14231162 141918784 21791892 12687861 9104031 426351944 347275439 79076505 67341001 249228 67091773 340774082 HARBOURVEST / DOVER ST/ HIPEP FUNDS 123033036 F NTGI FUNDS/ LA CAPITAL 826275938 F BLACKSTONE 257190672 F LSV/ MONDRIAN 360260120 F MREP / PARK STREET/ CLARION LION 246423321 F HARVEST 119038250 F GOLUB/ WHITE OAK 70836731 F PICTET/ PRUDENTIAL 306495855 F PGIM (EMD) / PIMCO 284648780 F 2594202703 370278 DEPOSITS 4317 ABANDONED PROPERTY 1444289 DEFERRED COMPENSATION PLAN 29482058 MULTI YEAR LEASE ARRANGEMENTS 900508 SERP LIABILITY 21483577 FMV SWAPS 44615446 DUE TO AFFILIATES 2445030969 2543331442 X -48527523 -264987877 -264987877 216460354 489878905 489878905 706339259 53493798 0 53493798 491293541 491293541 544787339 PART X, LINE 2: MANAGEMENT BELIEVES THAT ALL TAX POSITIONS TAKEN WITH RESPECT TO EXEMPT STATUS ISSUES AND UBTI ISSUES, IF EXAMINED BY THE IRS WITH FULL KNOWLEDGE OF ALL MATERIAL FACTS, ARE MORE LIKELY THAN NOT TO BE SUSTAINED. THEREFORE, THE FULL BENEFITS OF THE TAX POSITIONS TAKEN ARE RECOGNIZED IN THE FINANCIAL STATEMENTS. PART XI, LINE 4B - OTHER ADJUSTMENTS: GRANTS 613,947. MANAGEMENT FEES 469,384,850. BILLING/COLLECTION FEES 824,232. PREMIER INCENTIVES 928,950. BISC ACTIVITY FEE 7,426,528. UBI INCOME -1,414,635. FED/STATE INCOME TAX -497,466. INVESTMENT FEES 11,514,302. BAD DEBT EXPENSE 1,098,199. ROUNDING -2. PART XII, LINE 4B - OTHER ADJUSTMENTS: BILLING/COLLECTION FEES 824,232. FED/STATE INCOME TAX -497,466. INVESTMENT FEES 11,514,302. GRANTS 613,947. MANAGEMENT FEES 469,384,850. PREMIER INCENTIVE 928,950. BISC ACTIVITY FEE 7,426,528. BAD DEBT EXPENSE 1,098,199. ROUNDING -1. CENTRAL AMERICA/CARIBBEAN 0 0 PROGRAM SERVICES INSURANCE 11376000 CENTRAL AMERICA/CARIBBEAN 0 0 INVESTMENTS 357730000 EAST ASIA AND THE PACIFIC 0 0 INVESTMENTS 48036000 EUROPE 0 0 INVESTMENTS 125462000 EUROPE 0 0 INVESTMENTS 635000 MIDDLE EAST AND NORTH AFRICA 0 0 INVESTMENTS 3713000 NORTH AMERICA 0 0 INVESTMENTS 25529000 SOUTH AMERICA 0 0 INVESTMENTS 13382000 SUB-SAHARAN AFRICA 0 0 INVESTMENTS 2318000 RUSSIA AND NEIGHBORING STATES 0 0 INVESTMENTS 440000 0 0 0 0 0 0 585863000 2758000 588621000 1 0 1 1 1 0 SCHEDULE F, PART 1, QUESTION 3 THE FIRST LISTED AMOUNT UNDER EUROPE ($125,462,000) REPRESENTS THE MARKET VALUE OF INVESTMENTS, THE SECOND LISTED AMOUNT UNDER EUROPE ($635,000) REPRESENTS INVESTMENT RELATED EXPENSE PAID. THE INVESTMENTS ARE REPORTED AT YEAR END MARKET VALUES AND EXPENSES ARE REPORTED AT WHAT WAS ACTUALLY PAID. SCHEDULE F, PART IV, LINES 4 AND 5 BAYCARE WAS A SHAREHOLDER OF A PASSIVE FOREIGN INVESTMENT COMPANY. BAYCARE ALSO HAD AN OWNERSHIP INTEREST IN A FOREIGN PARTNERSHIP DURING THE TAX YEAR. ALL REQUIRED FORMS HAVE BEEN FILED AND ATTACHED TO BAYCARE'S 990-T. 1 AMERICAN HEART ASSOCIATION 11207 BLUE HERON BLVD N ST PETERSBURG FL 33716 135613797 501(C)(3) 70280 HEART WALK AND HEART BALL CATHOLIC CHARITIES DIOCESES OF ST PETERSBURG 1213 16TH STREET N ST PETERSBURG FL 33705 590875805 501(C)(3) 48000 ANNUAL GALA POSITIVE COACHING ALLIANCE 1411 N WEST SHORE BLVD STE 205 TAMPA FL 33607 770485946 501(C)(3) 39000 HEROES BALL AMERICAN CANCER SOCIETY 3709 WEST JETTON AVENUE TAMPA FL 33629 131788491 501(C)(3) 113000 CANCER WALK AND CANCER BALL DONATION BLESS THE CHILDREN 411 CLEVELAND ST 195 CLEARWATER FL 33755 541650281 501(C)(3) 1122307 OTHER MEDICAL SUPPLIES SUPPORT MEDICAL MISSION ST ANTHONY'S HOSPITAL 1200 7TH AVE N ST PETERSBURG FL 33705 592043026 501(C)(3) 15618 SUPPORT HOSPITAL MISSION MORTON PLANT HOSPITAL ASSOCIATION 300 PINELLAS STREET CLEARWATER FL 33756 590624462 501(C)(3) 31236 SUPPORT HOSPITAL MISSION ST JOSEPH'S HOSPITAL 3001 W DR MARTIN LUTHER KING JR BLVD TAMPA FL 33607 590774199 501(C)(3) 31236 SUPPORT HOSPITAL MISSION WINTER HAVEN HOSPITAL 200 AVENUE F NE WINTER HAVEN FL 33881 590724462 501(C)(3) 15618 SUPPORT HOSPITAL MISSION SOUTH FLORIDA BAPTIST HOSPITAL 301 N ALEXANDER ST PLANT CITY FL 33563 590594631 501(C)(3) 15619 SUPPORT HOSPITAL MISSION TRUSTEES OF MEASE HOSPITAL 601 MAIN STREET DUNEDIN FL 34698 590855412 501(C)(3) 31237 SUPPORT HOSPITAL MISSION 11 0 PART I, LINE 2: BAYCARE HEALTH SYSTEM, INC. CONTRIBUTES TO ORGANIZATIONS THAT ARE IN ALIGNMENT WITH OUR MISSION. WE STRIVE TO ENSURE THAT CONTRIBUTIONS ARE MADE TO ORGANIZATIONS THAT IMPROVE THE HEALTH AND WELL-BEING OF THE COMMUNITIES WE SERVE. TYPICALLY, MEMBERS OF MANAGEMENT ARE INVOLVED WITH THESE ORGANIZATIONS AND MONITOR THE BENEFITS OUR LOCAL COMMUNITY RECEIVES FROM THESE CONTRIBUTIONS. X 1 1 X X X X X 0 1 0 0 0 0 0 0 0 TOMMY INZINA TRUSTEE/PRES/CEO BAYCARE 1337110 0 720424 0 1318181 0 30080 0 36903 0 3442698 0 0 0 GLENN WATERS EVP,COO BAYCARE 922335 0 352137 0 274564 0 18822 0 41172 0 1609030 0 14747 0 BRUCE FLAREAU EVP, CMO BAYCARE TILL OCTOBER 664128 0 294248 0 248205 0 26837 0 33316 0 1266734 0 42531 0 NISHANT ANAND EVP, CMO BAYCARE EFF OCTOBER 103846 0 50000 0 65500 0 3049 0 5 0 222400 0 0 0 JANICE POLO EVP,CFO BAYCARE 620802 0 245807 0 107731 0 37341 0 42227 0 1053908 0 0 0 TIM THOMPSON SVP, INFORMATION SVCS/CIO 481961 0 173282 0 99391 0 43508 0 34191 0 832333 0 0 0 LYNNETTE CLINTON VP, APPLICATIONS EFF APRIL 203659 0 20621 0 5145 0 10931 0 18028 0 258384 0 0 0 CYNTHIA JONES VP, APPLICATIONS TILL APRIL 105547 0 91015 0 61618 0 7592 0 7470 0 273242 0 0 0 SCOTT KIZER SVP, CHIEF LEGAL OFFICER 501925 0 183829 0 93984 0 50724 0 28478 0 858940 0 0 0 CARL TREMONTI VP, CFO BAYCARE HOSP DIV/BMG, AMB 404412 0 128903 0 164893 0 13750 0 12577 0 724535 0 49498 0 WILLIAM ULBRICHT SVP, CHIEF ADMIN OFFICER BMG 438768 0 159683 0 111952 0 71888 0 45762 0 828053 0 0 0 GAIL RYDER VP, BEHAVIORAL HEALTH SVCS 303175 0 92920 0 311846 0 13750 0 25228 0 746919 0 220245 0 ANDREW FINK SVP,PRESIDENT, BAYCARE MEDICAL GROUP 442332 0 145337 0 33210 0 90047 0 37596 0 748522 0 0 0 PART I, LINE 1A NISHANT ANAND RECEIVED A HOUSING ALLOWANCE IN THE AMOUNT OF $4,000 DURING 2018 WHICH WAS INCLUDED IN HIS TAXABLE WAGES. PART I, LINE 4B TOMMY INZINA - AS PART OF HIS CONTRACT, MR. INZINA RECEIVED A 2018 RETENTION PAYMENT OF $976,000 WHICH IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE ALSO PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $317,341 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $124,874 IN 2018. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $237,944 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $93,631 IN 2018. BRUCE FLAREAU - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $202,870 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $79,829 IN 2018. JANICE POLO - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $78,618 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE HAD $21,701 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $30,936 IN 2018. TIM THOMPSON - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $81,915 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $25,270 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $32,234 IN 2018. CYNTHIA JONES - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $48,369 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $19,033 IN 2018. SCOTT KIZER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $73,288 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $33,070 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $28,839 IN 2018. CARL TREMONTI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $137,675 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $54,175 IN 2018. WILLIAM ULBRICHT - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $76,340 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $30,040 IN 2018. GAIL RYDER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $283,878 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $111,706 IN 2018. ANDREW FINK - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $74,237 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. A CITY OF TAMPA FLORIDA 591101138 87515ECA0 2016-04-13 218459961 SERIES 2016A: NEW PROJECTS 0 0 0 B POLK COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY 591292108 73112FAB4 2014-05-01 100000000 SERIES 2014A: NEW PROJECTS 0 0 0 C CITY OF TAMPA FLORIDA 591101138 87515EBB9 2012-05-03 277512591 SERIES 2012AB: REFUND BONDS/NEW PROJECTS 0 0 0 D CITY OF TAMPA FLORIDA 591101138 000000000 2012-05-24 177215000 SERIES 2012CDE: NEW PROJECTS 0 0 0 A 218461882 2198277 216263605 2017 0 0 1 1 B 100000000 1544390 20855610 77600000 2015 0 0 1 1 C 277512591 1924576 23953005 251635010 2015 1 0 1 1 D 177275078 417938 176857139 2015 0 0 1 1 A 0 1 1 1 1 1 0 0 1 B 0 1 1 1 1 1 0 0 1 C 0 1 1 1 1 1 0 0 1 D 0 1 1 1 1 1 0 0 1 A 0 1 0 0 0 0 0 0 1 B 0 0 1 0 1 0 0 0 1 C 0 0 0 1 1 1 MORGAN STANLEY CAPITAL 20.600000000000 0 0 0 0 1 D 0 0 0 1 1 0 0 0 1 A 1 B 1 C 1 D 1 DATE REBATE COMPUTATION PERFORMED ISSUER NAME: CITY OF TAMPA, FLORIDA DATE THE REBATE COMPUTATION WAS PERFORMED: 12/31/2014 ISSUER NAME: CITY OF TAMPA, FLORIDA DATE THE REBATE COMPUTATION WAS PERFORMED: 12/31/2014 SCHEDULE K - PART I (F) DESCRIPTION OF PURPOSE (A) SERIES 2016A: PRINCIPAL PURPOSE IS FOR CAPITAL EXPENDITURES RELATING TO BUILDINGS AND STRUCTURES (B) SERIES 2014A: PRINCIPAL PURPOSE OF REFUNDING THE BRIDGE LOAN AQUIRED TO REFUND ALL OF WINTER HAVEN HOSPITAL OUTSTANDING BOND DEBT DURING ACQUISITION. THERE WAS ALSO APPROX $21M NEW MONEY WHOSE PRINCIPAL PURPOSE WAS FOR CAPITAL EXPENDITURES RELATING TO BUILDINGS AND STRUCTURES (C) SERIES 2012AB: PRINCIPAL PURPOSE OF REFUNDING ALL OF THE OUTSTANDING PINELLAS COUNTY HEALTH FACILITIES AUTHORITY HEALTH SYSTEM REVENUE BONDS, BAYCARE HEALTH SYSTEM ISSUE, SERIES 2000 BONDS, ISSUED FEBRUARY 1, 2001 AND REFUNDING ALL OF THE OUTSTANDING PINELLAS COUNTY HEALTH FACILITIES AUTHORITY HEALTH SYSTEM REVENUE BONDS, BAYCARE HEALTH SYSTEM ISSUE, SERIES 2006B, ISSUED APRIL 26, 2006. THERE WAS ALSO APPROX $24M NEW MONEY WHOSE PRINCIPAL PURPOSE IS FOR CAPITAL EXPENDITURES RELATING TO BUILDINGS AND STRUCTURES (D) SERIES 2012CDE: PRINCIPAL PURPOSE IS FOR CAPITAL EXPENDITURES RELATING TO BUILDINGS AND STRUCTURES (E) SERIES 2010: PRINCIPAL PURPOSE OF CURRENTLY REFUNDING ALL CALLABLE SERIES OF THE OUTSTANDING CITY OF TAMPA, FL HEALTH SYSTEM REVENUE BONDS, CATHOLIC HEALTH EAST ISSUE SERIES 1998A-1 ISSUED JANUARY 1, 1998 (F) SERIES 2009A: PRINCIPAL PURPOSE OF CURRENTLY REFUNDING ALL OF THE OUTSTANDING PINELLAS COUNTY HEALTH FACILITIES AUTHORITY HEALTH SYSTEM REVENUE BONDS, BAYCARE HEALTH SYSTEM ISSUE, SERIES 2006A ISSUED APRIL 26, 2006 (G) SERIES 2003A-2: PRINCIPAL PURPOSE OF CURRENTLY REFUNDING ALL OF THE OUTSTANDING (I) CITY OF DUNEDIN HOSPITAL REVENUE REFUNDING BONDS, SERIES 1993 (MEASE HEALTH CARE) ISSUED 04/07/1993 AND (II) PINELLAS COUNTY HEALTH FACILITIES AUTHORITY HOSPITAL REVENUE BONDS, SERIES 1993 (MORTON PLANT HEALTH SYSTEM PROJECT) ISSUED 08/24/1993. EACH OF THE FOLLOWING ENTITIES WITHIN THE BAYCARE HEALTH SYSTEM BENEFITED FROM ONE OR MORE OF THE LISTED BOND ISSUES: BAYCARE HEALTH SYSTEM, INC., MORTON PLANT HOSPITAL ASSOCIATION, INC., MORTON PLANT MEASE HEALTH CARE, INC., SOUTH FLORIDA BAPTIST HOSPITAL, INC., ST. ANTHONY'S HOSPITAL, INC., ST. JOSEPH'S HOSPITAL, INC., TRUSTEES OF MEASE HOSPITAL, INC., WINTER HAVEN HOSPITAL SCHEDULE K - PART II, LINE 3 TOTAL PROCEEDS REPORTED PROCEEDS OF THE ISSUES INCLUDE INVESTMENT EARNINGS AS FOLLOWS: SERIES 2016A $1,920.38 SERIES 2012CDE $60,077.55 SERIES 2010 $6.26 2003A-2 $194.63 SCHEDULE K - PART II, LINE 11, COLUMN (B) OTHER SPENT PROCEEDS SERIES 2009A INCLUDED A PAYMENT TO TERMINATE SWAPS ASSOCIATED WITH THE REFUNDED ISSUE 2006A SCHEDULE K - PART II, LINE 17 FINAL ALLOCATION THE ORGANIZATION DOES MAINTAIN ADEQUATE BOOKS AND RECORDS TO SUPPORT THE ALLOCATION OF PROCEEDS, HOWEVER A FINAL ALLOCATION IS NOT REQUIRED FOR REFUNDING ISSUES (COLUMN E-G). SCHEDULE K - PART III, LINE 3A AND 3C PBU PROPERTY BAYCARE, WITH ASSISTANCE OF LEGAL COUNSEL, CONTINUES TO MONITOR AND REVIEW ALL MANAGMENT CONTRACTS, OPERATING AGREEMENTS, AND RESEARCH AGREEMENTS FOR COMPLIANCE WITH THE SAFE HARBOR PROVISIONS OF REV. PROC. 2013-13. SCHEDULE K - PART III, LINE 4-6 PBU PERCENTAGES THE ORGANIZATION HAS USED A COMBINATION OF BOND FUNDS AND EQUITY TO CONSTRUCT, EXPAND, AND/OR RENOVATE HOSPITAL FACILITIES. CONSISTENT WITH THE INSTRUCTIONS, THE COSTS RELATED TO ISSUANCE AND CREDIT ENHANCEMENTS ARE NOT CONSIDERED IN THESE CALCULATIONS. SCHEDULE K - PART IV, LINE 2C REBATE COMPUTATION SERIES 2003A-2 REBATE WAS COMPUTED BY BOND COUNSEL IN 2009. SERIES 2009A REBATE WAS COMPUTED BY BOND COUNSEL IN 2010. SERIES 2010 REBATE WAS COMPUTED BY BOND COUNSEL IN 2012. SERIES 2012CDE REBATE WAS COMPUTED BY BOND COUNSEL IN 2016 SERIES 2012AB REBATE WAS COMPUTED BY BOND COUNSEL IN 2014 SERIES 2014A REBATE WAS COMPUTED BY BOND COUNSEL IN 2014 SERIES 2016 REBATE WAS COMPUTED BY BOND COUNSEL IN 2017 A CITY OF TAMPA FLORIDA 591101138 87515EAV6 2010-05-20 210212673 SERIES 2010: REFUND BONDS 1 0 0 B PINELLAS COUNTY HEALTH FACILITIES AUTHORITY FL 592384219 72316MEY1 2009-04-09 200000000 SERIES 2009A: REFUND BONDS 0 0 0 C PINELLAS COUNTY HEALTH FACILITIES AUTHORITY FL 592384219 72316MEG0 2003-11-18 35950000 SERIES 2003A-2:REFUND BONDS 0 0 0 A 94125000 5700000 210212680 2195048 208017632 1998 1 0 1 1 B 200000000 1755850 375000 197869150 2010 1 0 1 1 C 13095000 35950195 334150 976000 34640045 1996 1 0 1 1 B 0 1 1 1 1 1 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 0 1 0 1 1 GOLDMAN SACHS BANK 22.600000000000 0 0 0 0 1 C 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 ASHLEY SQUIRES SEE PART V 65963 COMPENSATION 0 ALEX SQUIRES SEE PART V 89679 COMPENSATION 0 REGINA THOMPSON SEE PART V 78618 COMPENSATION 0 CREATIVE CONTRACTORS SEE PART V 3456092 CONSTRUCTION SERVICES 0 SCHEDULE L, PART IV ASHLEY SQUIRES IS A FAMILY MEMBER OF TIM THOMPSON, A KEY EMPLOYEE OF THE FILING ORGANIZATION. ASHLEY SQUIRES WAS PAID REASONABLE COMPENSATION AS AN EMPLOYEE OF THE FILING ORGANIZATION.ALEX SQUIRES IS A FAMILY MEMBER OF TIM THOMPSON, A KEY EMPLOYEE OF THE FILING ORGANIZATION. ALEX SQUIRES WAS PAID REASONABLE COMPENSATION AS AN EMPLOYEE OF THE FILING ORGANIZATION.REGINA THOMPSON IS A FAMILY MEMBER OF TIM THOMPSON, A KEY EMPLOYEE OF THE FILING ORGANIZATION. REGINA THOMPSON WAS PAID REASONABLE COMPENSATION AS AN EMPLOYEE OF THE FILING ORGANIZATION.ALAN BOMSTEIN IS A DIRECTOR OF THE FILING ORGANIZATION AS WELL AS AN OFFICER/OWNER OF CREATIVE CONTRACTORS. PART V, LINE 1A EFFECTIVE 2018, THE FILING ORGANIZATION IS REPORTING THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 AND THE AFFILIATES OF THE FILING ORGANIZATION ARE REPORTING 0. THIS IS A CHANGE FROM THE PRIOR YEAR REPORTING AS IT BETTER ALIGNS THE FORM 1096, BOX 3 REPORTING TO THE ISSUING EIN. FORM 990, PART VI, SECTION A, LINE 2 JANICE POLO AND GLENN WATERS ARE OFFICERS OF THE ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF THE FILING ORGANIZATION. GLENN WATERS AND BRUCE FLAUREAU ARE OFFICERS OF THE ORGANIZATION AS WELL AS BOARD MEMBERS OF TAXABLE ENTITIES WHICH ARE AFFILIATES OF THE FILING ORGANIZATION. V. RAYMOND FERRARA, ALAN BOMSTEIN AND BRUCE FLAUREAU ARE BOARD MEMBERS/OFFICERS OF THE ORGANIZATION WHO HAVE A BUSINESS RELATIONSHIP UNRELATED TO THE FILING ORGANIZATION. CHARLES OSTERHOLT AND MICHAEL MIKURAK ARE BOARD MEMBERS WHO HAVE A BUSINESS RELATIONSHIP UNRELATED TO THE FILING ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATE MEMBERS OF THE ORGANIZATION ARE MORTON PLANT MEASE HEALTH CARE, INC., TRINITY HEALTH, AND SOUTH FLORIDA BAPTIST HOSPITAL, INC. FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF TRUSTEES IS APPOINTED BY THE CORPORATE MEMBERS AS FOLLOWS: MORTON PLANT MEASE HEALTH CARE, INC. APPOINTS NINE MEMBERS, TRINITY HEALTH APPOINTS NINE MEMBERS, AND SOUTH FLORIDA BAPTIST HOSPITAL, INC. APPOINTS TWO MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B RESERVED POWERS FOR THE CORPORATE MEMBERS INCLUDED IN THE BYLAWS ARE: SECTION 2. CORPORATE MEMBER RESERVED RIGHTS. THE BUSINESS AND AFFAIRS OF THE CORPORATION SHALL BE MANAGED BY OR UNDER THE DIRECTION OF THE BOARD OF TRUSTEES OF THE CORPORATION EXCEPT AS FOLLOWS: A. CORPORATE MEMBER RESERVED RIGHTS RELATIVE TO THE CORPORATION. THE CORPORATE MEMBERS SHALL HAVE THE RIGHT TO APPROVE THE ACTIONS OF THE BOARD OF TRUSTEES OF THE CORPORATION WITH REGARD TO THE FOLLOWING: 1. FUNDAMENTAL CHANGE IN THE PHILOSOPHY, MISSION STATEMENT OR PURPOSES OF THE CORPORATION. 2. CHANGES IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR IN THESE AMENDED AND RESTATED BYLAWS. 3. APPROVAL OF AMENDMENTS TO THE JOINT OPERATING AGREEMENT (JOA) PURSUANT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE JOA. 4. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION. 5. APPROVAL OF ADDITIONAL CORPORATE MEMBERS OF THE CORPORATION (AND ANY CORRESPONDING CHANGES IN THE PERCENTAGE INTERESTS OF THE CORPORATE MEMBERS PURSUANT TO AND IN ACCORDANCE WITH THE JOA). 6. APPROVAL OF THE ESTABLISHMENT OF A COMMON OBLIGATED GROUP TO CONSOLIDATE THE INDEBTEDNESS OF THE PARTICIPANTS. B. CORPORATE MEMBER RESERVED RIGHTS RELATIVE TO RESPECTIVE PARTICIPANTS. EACH CORPORATE MEMBER (OR, IN THE CASE OF SOUTH FLORIDA, ITS CORPORATE MEMBERS) WILL HAVE THE RIGHT TO APPROVE THE ACTIONS OF THE BOARD OF TRUSTEES OF THE CORPORATION WITH RESPECT TO THE FOLLOWING MATTERS, AS APPLICABLE: 1. WITH RESPECT TO A CORPORATE MEMBER'S HOSPITAL PARTICIPANT(S): (A) APPROVAL OF THE CLOSURE OF A HOSPITAL FACILITY OF A HOSPITAL PARTICIPANT. (B) CHANGE IN THE NAME OF THE HOSPITAL FACILITY OF THE HOSPITAL PARTICIPANT. (C) APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION AND BYLAWS OF THE HOSPITAL PARTICIPANT (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OR BYLAWS OF A TRINITY HEALTH ENTITY SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH BEING A CATHOLIC ENTITY, MUST BE APPROVED BY THE CORPORATE MEMBERS OF TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJECT TO THE APPROVAL OF TRINITY HEALTH). 2. WITH RESPECT TO ALL TRINITY HEALTH ENTITIES: (A) APPROVAL BY TRINITY HEALTH OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE, OR DISPOSITION OF PROPERTY OF ANY OF THE TRINITY HEALTH ENTITIES CONSTITUTING AN "ALIENATION" UNDER PRINCIPLES OF CANON LAW. (B) APPROVAL BY TRINITY HEALTH OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES, AS THE SAME MAY BE REVISED FROM TIME TO TIME, SUBJECT TO AND IN ACCORDANCE WITH THE JOA. (C) APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION AND BYLAWS OF THE PARTICIPANT (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OR BYLAWS OF A TRINITY HEALTH ENTITY SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH BEING A CATHOLIC ENTITY, MUST BE APPROVED BY THE CORPORATE MEMBERS OF TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJECT TO THE APPROVAL OF TRINITY HEALTH). 3. WITH RESPECT OF ALL PARTICIPANTS: (A) APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE PARTICIPANT; PROVIDED THAT SUCH PHILOSOPHY, MISSION STATEMENT AND PURPOSES SHALL AT ALL TIMES BE CONSISTENT WITH THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION AND THE OPERATIONS OF THE JOA. (B) APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE PARTICIPANT, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE PARTICIPANT. THE APPROVALS SET FORTH IN THIS SUBPARAGRAPH (B) SHALL NOT BE DEEMED IN ANY WAY TO DIMINISH THE RIGHTS OF THE CORPORATION WITH REGARD TO THE GOVERNANCE AND MANAGEMENT OF THE NON-HOSPITAL PARTICIPANTS AS DESCRIBED IN THE JOA. (C) SUBJECT TO ARTICLE 111, SECTION 2.8.2 (A), WITH REGARD TO ANY ASSETS OF A PARTICIPANT NO LONGER REQUIRED IN THE OPERATION OF THE JOA, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $5 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF A PARTICIPANT USED IN THE OPERATION OF THE JOA, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM ONE PARTICIPANT TO ANOTHER IN CONNECTION WITH A RECONFIGURATION OF SERVICES DULY AUTHORIZED HEREUNDER, INCLUDING UNDER ARTICLE IV, SECTION 2 (IV) BELOW, IF REQUIRED). FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION AND REVIEWED BY THE CFO, AS WELL AS THE ORGANIZATION'S PAID PREPARER. A FINAL COPY OF THE FORM 990 WAS REVIEWED BY THE FINANCE COMMITTEE. PRIOR TO FILING WITH THE IRS, A FINAL COPY OF THE FORM 990 WAS MADE AVAILABLE TO THE ENTIRE BOARD VIA A WEB PORTAL. FORM 990, PART VI, SECTION B, LINE 12C BAYCARE HEALTH SYSTEM, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NON-BOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTERESTS. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE MEMBER SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/ COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE VICE PRESIDENT OF TEAM RESOURCES. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION USES AN INDEPENDENT COMPENSATION COMMITTEE, APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS (I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEE'S MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR, THE LAST REVIEW OCCURRING IN 2017, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S FINANCIAL STATEMENTS ARE AVAILABLE THROUGH EMMA FOR BOND INVESTORS. GOVERNING DOCUMENTS ARE AVAILABLE VIA SUNBIZ.ORG. FORM 990, PART XI, LINE 9: NET ASSET TRANSFER PER JOA 221,761,000. EQUITY TRANSFER 13,051,838. UBI INCOME 1,414,635. SWAP AMORTIZATION 458,081. PAYMENTS TO TRINITY -2,000,000. SALES OF JV MINORITY INTEREST SHARES - AMSURG -21,779. BAYCARE AMBULATORY SERVICES LLC 8452 118TH AVE NORTH LARGO FL 33773 331205788 HEALTH SRVCS FL 4753808 37864735 BAYCARE BAYCARE INTEGRATED SERVICE CENTER LLC 8731 FLORIDA MINING BLVD TAMPA FL 33634 453559404 PROCURE/DISTR FL 9783662 55032546 BAYCARE BAYCARE PROPERTIES LLC 8452 118TH AVE NORTH LARGO FL 33773 263201926 REAL ESTATE FL 8157031 81031845 BAYCARE BAYCARE LABORATORIES LLC 8452 118TH AVENUE NORTH LARGO FL 33773 274598855 HEALTH SRVCS FL 0 3294609 BAYCARE BAYCARE PHYSICIAN PARTNERS LLC 2985 DREW ST CLEARWATER FL 33759 452908908 CIN FL 5585681 4909374 BAYCARE BAYCARE HEALTH SOLUTIONS LLC 2985 DREW ST CLEARWATER FL 33759 461358555 INACTIVE FL 0 0 BAYCARE BAYCARE MEDICAL SERVICES LLC 2985 DREW ST CLEARWATER FL 33759 462282247 HEALTH SRVCS FL 2023901 16000853 BAYCARE BAYCARE HOSPITAL SUPPORT SERVICES LLC 2985 DREW ST CLEARWATER FL 33759 471658676 ADMIN SUPP SR FL 0 6619486 BAYCARE BAYCARE PHYSICIAN PARTNERS ACO LLC 2985 DREW ST CLEARWATER FL 33759 465720072 ACO FL 5487565 2184481 BAYCARE BAYCARE URGENT CARE LLC 300 S PARK PLACE BLVD STE 170 CLEARWATER FL 33759 202928709 URGENT CARE FL 22809554 9422194 BAYCARE BAYCARE OUTPATIENT IMAGING LLC 2985 DREW ST CLEARWATER FL 33759 832149743 IMAGING SERVICES FL 0 0 BAYCARE BAYCARE EMPLOYEE HEALTH CLINIC LLC 8452 118TH AVE LARGO FL 33759 461533183 HEALTH SRVCS FL 0 0 BAYCARE SOUTH FLORIDA BAPTIST HOSPITAL INC 301 N ALEXANDER STREET PLANT CITY FL 33563 590594631 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 ST ANTHONY'S HOSPITAL INC 1200 SEVENTH AVE NORTH ST PETERSBURG FL 33705 592043026 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 ST JOSEPH'S HOSPITAL INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 590774199 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 BAYCARE EMERGENCY ASSIST PROGRAM INC 2985 DREW ST CLEARWATER FL 33759 592697770 EMERG ASSIST FL 501(C)(3) 10 BAYCARE 1 TRUSTEES OF MEASE HOSPITAL INC 601 MAIN STREET DUNEDIN FL 34698 590855412 HEALTH SRVCS FL 501(C)(3) 3 MPMHC 0 BAYCARE HOME CARE INC 8452 118TH AVE NORTH LARGO FL 33773 593582520 HOME HLTH SRV FL 501(C)(3) 10 BAYCARE 1 BEHAVIORAL HEALTH MANAGEMENT SRVCS INC 900 CARILLON PKWY SUITE 406 ST PETERSBURG FL 33716 593279573 HEALTH SRVCS FL 501(C)(3) 10 BCBH 1 JOHN KNOX VILLAGE OF TAMPA BAY INC 4100 FLETCHER AVE TAMPA FL 33613 581377711 RETIRE CMMNTY FL 501(C)(3) 10 SJHCC 0 MORTON PLANT HOSPITAL ASSOCIATION INC 300 PINELLAS STREET CLEARWATER FL 33756 590624462 HEALTH SRVCS FL 501(C)(3) 3 MPMHC 0 MORTON PLANT MEASE HEALTH SERVICES INC 8452 118TH AVE N LARGO FL 33773 592600684 HEALTH SRVCS FL 501(C)(3) 10 MPMHC 0 BAYCARE MEDICAL GROUP INC 300 S PARK PLACE BLVD STE 170 CLEARWATER FL 33759 593140335 HEALTH SRVCS FL 501(C)(3) 10 BCHS 1 WINTER HAVEN HOSPITAL INC 200 AVE F NORTHEAST WINTER HAVEN FL 33881 590724462 HEALTH SRVCS FL 501(C)(3) 3 BAYCARE 1 BAYCARE BEHAVIORAL HEALTH INC 7809 MASSACHUSETTS AVE NEW PORT RICHEY FL 34653 591371752 HEALTH SRVCS FL 501(C)(3) 7 BAYCARE 1 BARTOW REGIONAL MEDICAL CENTER INC 2200 OSPREY BLVD BARTOW FL 33830 475387418 HOSPITAL FL 501(C)(3) 3 BAYCARE 1 BAYCARE SELECT HEALTH PLANS INC 2985 DREW ST CLEARWATER FL 33759 810795815 MCR ADVANTAGE FL 501(C)(4) N/A BAYCARE 1 BAYCARE PASCO INC 2985 DREW ST CLEARWATER FL 33759 832099849 POTENTIAL HOSPITAL FL BCHS 1 BAYCARE PURCHASING PARTNERS LLC 8731 FL MINING TAMPA FL 33634 640950837 GROUP PURCHAS FL BAYCARE RELATED 228489 337573 0 0 0.02590 BAYCARE SURGERY CENTER LLC 8452 118TH A N LARGO FL 33774 460591430 SURGERY CENTE FL BAYCARE RELATED 681182 3082915 0 1 0.51000 BCHS INSURANCE INC 720 W BAY RD BUCKNG SQR GRAND CAYMAN CA KY1-1102 INSUR CAPTIVE CJ BAYCARE C 57917991 11375818 1.00000 1 MEDSPECIALISTS INC 2985 DREW ST CLEARWATER FL 33759 680587533 PAYROLL SRVCS FL BAYCARE C 17243487 1.00000 1 1 1 1 1 1 0 0 0 1 1 1 1 0 0 1 0 0 1 1 BAYCARE MEDICAL GROUP INC A 1140896 FMV BAYCARE HOME CARE INC C 12915000 FMV WINTER HAVEN HOSPITAL INC C 138000 FMV BAYCARE HOME CARE INC I 277207 FMV BARTOW REGIONAL MEDICAL CENTER INC L 5948246 FMV BAYCARE BEHAVIORAL HEALTH L 2691603 FMV BAYCARE HOME CARE INC L 13846702 FMV BAYCARE MEDICAL GROUP INC L 56751241 FMV BEHAVIORAL HEALTH MANAGEMENT SERVICES INC L 1913036 FMV WINTER HAVEN HOSPITAL INC L 31561931 FMV BARTOW REGIONAL MEDICAL CENTER INC O 953778 FMV BAYCARE BEHAVIORAL HEALTH INC O 102517 FMV BAYCARE HOME CARE INC O 1448652 FMV BAYCARE MEDICAL GROUP INC O 3093563 FMV BEHAVIORAL HEALTH MANAGEMENT SERVICES INC O 290700 FMV MEDSPECIALISTS INC O 389980 FMV SC PHYSICIANS LLC O 767956 FMV WINTER HAVEN HOSPITAL INC O 4035872 FMV BAYCARE MEDICAL GROUP INC R 87824284 FMV BEHAVIORAL HEALTH MANAGEMENT SERVICES INC R 7307116 FMV MEDSPECIALISTS INC R 124478 FMV BARTOW REGIONAL MEDICAL CENTER INC S 17138331 FMV BAYCARE BEHAVIORAL HEALTH S 3835170 FMV BAYCARE EMERGENCY ASSIST PROGRAM INC S 52331 FMV BAYCARE HOME CARE INC S 12356719 FMV WINTER HAVEN HOSPITAL INC S 25120546 FMV BAYCARE SELECT HEALTH PLANS INC S 405614 FMV