2019-11-13T19:22:16-06:00 2018-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2018-01-01 593582520 BAYCARE HOME CARE INC BAYC 7273946461 8452 118TH AVE N LARGO FL 33773 CARL TREMONTI CFO 7273946461 2019-11-12 1 MELANIE MCPEAK P01346034 8132254800 73.184.197.104 2019-11-13 08:10:16 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 66FC02D03DBAC7EA2C5C7B5513D8D7164FCFC484 2018 2020-03-31 21:24:44Z JIM COTE 8452 118TH AVE N LARGO FL 33773 205253343 0 X WWW.BAYCAREHOMECARE.COM X 1999 FL BAYCARE HOME CARE, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 5 1 1776 1 4458995 0 0 0 194775102 201826579 8147238 93586 3538769 3250454 206461109 205170619 9500 2000 0 0 102635808 107224984 0 0 0 91559920 90859269 194205228 198086253 12255881 7084366 57510376 51996559 25501387 26628206 32008989 25368353 BAYCARE HOME CARE, 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 177097567 2000 205077033 BAYCARE HOME CARE, INC. IS A NOT-FOR-PROFIT CORPORATION THAT PROVIDES A COMPLETE RANGE OF HOME HEALTH SERVICES, UNDER PHYSICIAN ORDER, TO PERSONS IN NEED OF CARE WHO ARE HOMEBOUND IN THEIR PLACE OF RESIDENCE. THE SERVICES DELIVERED TO THE APPLICANT ARE PERFORMED BY REGISTERED NURSES, REGISTERED PHYSICAL THERAPISTS, MEDICAL SOCIAL WORKERS, HOME HEALTH AIDS, AND HOMEMAKERS. 177097567 1 0 0 1 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 X 0 0 1776 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 5 1 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 1 1 1 X JANICE POLO EVP & CFO 7278208021 2985 DREW STREET CLEARWATER FL 33759 JAMES COTE TRUSTEE/SVP AMBULATORY SVCS 1.00 48.00 X X 0 555626 99809 JEFFREY HELD TRUSTEE/SECR/VP, CMO AMB CARE 1.00 46.00 X X 0 461692 109486 KATHRYN MCGUIRE TRUSTEE/VP, HOMECARE EXP AND OPER 45.00 0.00 X 157780 0 12918 DANIEL SWEENEY TRUSTEE/VP, HOME HEALTH TILL OCT 45.00 0.00 X 660254 0 42561 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 1.00 60.00 X 0 1549036 59994 WILLIAM WOELTJEN TRUSTEE/CFO SARASOTA MEMORIAL HOSP 1.00 0.00 X 0 0 0 TOM RIBBLE TRUSTEE/TREAS/DIR, AMB FINANCE 1.00 48.00 X X 0 251312 19338 CARL TREMONTI VP, CFO AMBULATORY EFF MAY 1.00 63.00 X 0 698208 26327 IQBAL BURNEY DIRECTOR, PHARMACY 45.00 0.00 X 245774 0 39634 JANET WILBUR DIRECTOR, CLINICAL HOME CARE 45.00 0.00 X 152417 0 23066 MARLA MATTESON DIRECTOR, CLINICAL SHARED SERVICES 45.00 0.00 X 167467 0 31523 LINDA SIMONS DIRECTOR, OPERATIONS HOME CARE 45.00 0.00 X 176843 0 33755 MADELYN MOSELEY DIR, AMB SPECIALTY CARE 45.00 0.00 X 196330 0 19296 BRYAN BAUTISTA PHYSICAL THERAPIST 45.00 0.00 X 169059 0 17313 MARK REALINI INFUSION PHARMACIST 45.00 0.00 X 157211 0 28267 JOLINDA SCHRAG DIR, CARE COORDINATION HOME CARE 45.00 0.00 X 155407 0 23442 MICHAEL CILUFFO INFUSION PHARMACIST 45.00 0.00 X 154754 0 28273 MARGARET CROSZ DIR HOME CARE SPEC NURSING 45.00 0.00 X 154064 0 23429 2547360 3515874 638431 94 0 1 0 CENTERED CARE PROVIDERS LLC 8348 LITTLE RD NEW PORT RICHEY FL 34654 HEALTHCARE SERVICES 3083625 CARE TEAM INC 3311 W KENNEDY BLVD TAMPA FL 33609 MEDICAL SERVICES 2440447 PPM FULFILLMENT LLC 4344 N 62ND ST LINCOLN NE 68507 FREIGHT SERVICES 440542 UNITED PARCEL SERVICE 55 GLENLAKE PKWY NE ATLANTA GA 30328 SHIPPING SERVICES 372210 STARLING HAMMER INC 11663 GROVE ST SEMINOLE FL 33772 MEDICAL SERVICES 316876 15 HOSPITAL PATIENT CARE 621610 139895784 135436789 4458995 MEDICARE/MEDICAID PMNT 621610 61930795 61930795 201826579 93586 93586 82724 82724 0 0 COMMUNITY AFFAIRS 900099 1155689 1155689 CLINICAL CONTRACT REV 900099 855982 855982 REV SALES - EQUIPMENT 900099 690763 690763 548020 548020 3250454 205170619 200618038 4458995 93586 2000 2000 1761981 344277 1417704 85980673 85980673 3009766 3009766 10648334 10648334 5824230 5824230 7005 7005 7323 7323 56 56 1672235 1672235 33155 33155 3838970 130613 3708357 927928 927928 2123842 2123842 2385802 2385802 5989457 5989457 2765033 2765033 MEDICAL SUPPLIES 48253259 48253259 MANAGEMENT FEES 13462495 13462495 BAD DEBT EXPENSE 8850337 8850337 ALL OTHER EXPENSES 479190 479190 63182 63182 198086253 177097567 20988686 0 9768237 4908198 28042713 26119713 2687232 3635868 29840 31038 38194636 21391780 16185867 16802856 548542 487872 236931 11014 11014 57510376 51996559 10107809 9898829 2014397 1942497 13379181 14786880 25501387 26628206 X 32008989 25368353 32008989 25368353 57510376 51996559 X 7084366 -13725002 X 0 1 X 1 0 X 149230052 171158399 185299953 194775102 201826579 902290085 149230052 171158399 185299953 194775102 201826579 902290085 0 0 0 902290085 32039 68990 40271 58257 93586 293143 32039 68990 40271 58257 93586 293143 142170 2838639 2667420 3538769 3250454 12437452 149404261 174066028 188007644 198372128 205170619 915020680 0.98610 0.98870 0.00030 0.00020 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER REVENUE - 2014 AMOUNT: $ 142170. 2015 AMOUNT: $ 1876407. 2016 AMOUNT: $ 1688888. 2017 AMOUNT: $ 1456569. 2018 AMOUNT: $ 1238783. CLINICAL CONTRACT REVENUE - 2015 AMOUNT: $ 962232. 2016 AMOUNT: $ 978532. 2017 AMOUNT: $ 822490. 2018 AMOUNT: $ 855982. COMMUNITY AFFAIRS - 2017 AMOUNT: $ 1259710. 2018 AMOUNT: $ 1155689. 0 0 0 0 0 0 0 0 1 56 56 0 SCHEDULE C PART II - B, LINE 1I, SUPPLEMENTAL INFORMATION DUES WERE PAID TO THE AMERICAN ASSOCIATION FOR RESPIRATORY CARE. THIS ORGANIZATION USES A PORTION OF ITS RESPECTIVE DUES TO CONDUCT LOBBYING ACTIVITIES. 1450000 1450000 7044344 2937809 4106535 93488 88299 5189 29526200 18365672 11160528 80604 80604 16802856 DUE TO AFFILIATES 14786880 14786880 X 196320282 0 196320282 8850337 8850337 205170619 189235916 0 189235916 8850337 8850337 198086253 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: BAD DEBT EXPENSE 8850337. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT EXPENSE 8850337. 1 1 0 0 0 0 0 0 0 JAMES COTE TRUSTEE/SVP AMBULATORY SVCS 0 404904 0 136387 0 14335 0 87626 0 12183 0 655435 0 0 JEFFREY HELD TRUSTEE/SECR/VP, CMO AMB CARE 0 341151 0 96181 0 24360 0 80536 0 28950 0 571178 0 0 KATHRYN MCGUIRE TRUSTEE/VP, HOMECARE EXP AND OPER 91339 0 63290 0 3151 0 865 0 12052 0 170697 0 0 0 DANIEL SWEENEY TRUSTEE/VP, HOME HEALTH TILL OCT 203765 0 81111 0 375378 0 26087 0 16474 0 702815 0 0 0 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 0 922335 0 352137 0 274564 0 18822 0 41172 0 1609030 0 14747 TOM RIBBLE TRUSTEE/TREAS/DIR, AMB FINANCE 0 212249 0 26075 0 12988 0 11482 0 7857 0 270651 0 0 CARL TREMONTI VP, CFO AMBULATORY EFF MAY 0 404412 0 128903 0 164893 0 13750 0 12577 0 724535 0 49498 IQBAL BURNEY DIRECTOR, PHARMACY 196879 0 27215 0 21680 0 12325 0 27309 0 285408 0 0 0 JANET WILBUR DIRECTOR, CLINICAL HOME CARE 129735 0 14112 0 8570 0 7278 0 15788 0 175483 0 0 0 MARLA MATTESON DIRECTOR, CLINICAL SHARED SERVICES 146544 0 17685 0 3238 0 14945 0 16577 0 198989 0 0 0 LINDA SIMONS DIRECTOR, OPERATIONS HOME CARE 148575 0 17489 0 10779 0 8487 0 25268 0 210598 0 0 0 MADELYN MOSELEY DIR, AMB SPECIALTY CARE 127966 0 22665 0 45699 0 11180 0 8115 0 215625 0 0 0 BRYAN BAUTISTA PHYSICAL THERAPIST 97592 0 71309 0 158 0 8560 0 8754 0 186373 0 0 0 MARK REALINI INFUSION PHARMACIST 155320 0 704 0 1187 0 8137 0 20130 0 185478 0 0 0 JOLINDA SCHRAG DIR, CARE COORDINATION HOME CARE 137569 0 16781 0 1057 0 7469 0 15973 0 178849 0 0 0 MICHAEL CILUFFO INFUSION PHARMACIST 153312 0 729 0 713 0 8088 0 20185 0 183027 0 0 0 MARGARET CROSZ DIR HOME CARE SPEC NURSING 137336 0 16015 0 713 0 7464 0 15966 0 177494 0 0 0 PART I, LINE 3 THE FILING ORGANIZATION DOES NOT USE ANY OF THE OPTIONS LISTED IN SCHEDULE J, PART I, LINE 3 TO ESTABLISH THE COMPENSATION OF THE CEO/EXECUTIVE DIRECTOR. HOWEVER, THE RELATED ORGANIZATION, BAYCARE HEALTH SYSTEM INC, USES COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE AS A MEANS TO ESTABLISH THE CEO'S COMPENSATION OF THE FILING ORGANIZATION. PART I, LINES 4A-B DANIEL SWEENEY RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $281,403 DURING 2018. JAMES COTE - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $72,461 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. JEFFREY HELD - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $64,362 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. DANIEL SWEENEY - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $45,691 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $17,979 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. 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. PART V, LINE 1A EFFECTIVE 2018, THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 IS REPORTED BY BAYCARE HEALTH SYSTEM, INC, EIN 59-2796965, A RELATED ORGANIZATION THAT PROCESSES FORMS 1099 FOR ITS AFFILIATES. 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 1 BAYCARE HOME CARE, INC. IS CONTROLLED BY BAYCARE HEALTH SYSTEM, A 501(C)(3) TAX-EXEMPT ORGANIZATION. A MAJORITY OF THE VOTING MEMBERS OF THE BOARD OF BAYCARE HEALTH SYSTEM ARE INDEPENDENT. FORM 990, PART VI, SECTION A, LINE 2 DAN SWEENEY AND GLENN WATERS ARE BOARD MEMBERS OF THE ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF THE FILING ORGANIZATION. JAMES COTE, GLENN WATERS AND TOM RIBBLE ARE BOARD MEMBERS/OFFICERS OF THE ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF THE FILING ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERS OF THE CORPORATION SHALL BE BAYCARE HEALTH SYSTEM, INC AND COMMUNITY HEALTH CORPORATION (CHC). FORM 990, PART VI, SECTION A, LINE 7A THE BOARD OF DIRECTORS OF THE CORPORATION SHALL CONSIST OF DIRECTORS APPOINTED BY THE MEMBERS. BAYCARE SHALL APPOINT FIVE MEMBERS OF THE BOARD OF DIRECTORS AND CHC SHALL APPOINT ONE MEMBER OF THE BOARD OF DIRECTORS. EACH DIRECTOR SHALL SERVE A TERM OF ONE YEAR AND MAY SERVE AS MANY TERMS AS APPROVED BY THE MEMBER WHICH MADE THE APPOINTMENT. A VACANCY OCCURRING AMONG THE DIRECTORS MAY ONLY BE FILLED BY APPOINTMENT BY THE MEMBER THAT APPOINTED THE DIRECTOR WHOSE RESIGNATION, REMOVAL, DEATH OR DISABILITY CREATED THE VACANCY. FORM 990, PART VI, SECTION A, LINE 7B RESERVATION OF POWERS IN THE MEMBER: 1. LOAN. ANY LOANS SHALL BE AUTHORIZED BY A RESOLUTION OF THE BOARD OF DIRECTORS; HOWEVER, ANY LOAN NOT INCLUDED IN THE CORPORATION'S ANNUAL BUDGET IN EXCESS OF $25,000 SHALL BE APPROVED BY THE MEMBER BEFORE THE LOAN IS CONTRACTED ON BEHALF OF THE CORPORATION. 2. BUDGETS. THE BOARD OF DIRECTORS SHALL PREPARE OR HAVE PREPARED THE ANNUAL BUDGETS OF THE CORPORATION. THE ANNUAL BUDGETS SHALL BE APPROVED BY THE MEMBER BEFORE THE SAME SHALL BECOME EFFECTIVE. 3. ASSET TRANSFERS. NO TRANSFER OR PLEDGE OF THE CORPORATION'S ASSETS NOT IN THE ORDINARY COURSE OF BUSINESS SHALL BE MADE UNLESS APPROVED BY THE MEMBER PRIOR TO THE TRANSFER OR PLEDGE. 4. APPROVAL AND REMOVAL OF DIRECTORS AND OFFICERS. THE MEMBER SHALL APPROVE ALL DIRECTORS AND OFFICERS AND MAY REMOVE ANY DIRECTOR OR OFFICER. 5. CONTRACTS. THE BOARD MAY AUTHORIZE ANY OFFICER TO ENTER INTO A CONTRACT OR EXECUTE ANY INSTRUMENT IN THE NAME OF AND ON BEHALF OF THE CORPORATION; HOWEVER, NO CONTRACT IN EXCESS OF $25,000 NOT CONTAINED IN AN APPROVED BUDGET AND NOT IN THE ORDINARY COURSE OF BUSINESS MAY BE ENTERED INTO EXCEPT WITH THE PRIOR APPROVAL OF THE MEMBER. 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. PRIOR TO FILING WITH THE IRS, A FINAL COPY OF THE FORM 990 WAS PROVIDED TO THE ENTIRE BOARD. FORM 990, PART VI, SECTION B, LINE 12C BAYCARE HOME CARE, 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 15B THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT ALSO FOLLOWS THE COMPENSATION POLICY OF THE COMPENSATION COMMITTEE. THE INDEPENDENT COMPENSATION COMMITTEE IS 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 COMMITTEES MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR WITH 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 BAYCARE HOME CARE'S GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC VIA SUNBIZ.ORG. FORM 990, PART XI, LINE 9: CAPITAL DISTRIBUTION -13725000. ROUNDING -2. BEHAVIORAL HEALTH MANAGEMENT SRVCS INC 323 JEFFORDS STREET CLEARWATER FL 33756 593279573 HEALTH SRVCS FL 501(C)(3) 10 BBH 1 WINTER HAVEN HOSPITAL INC 200 AVE F NORTHEAST WINTER HAVEN FL 33881 590724462 HEALTH SRVCS FL 501(C)(3) 3 BCHS 1 BAYCARE HEALTH SYSTEM INC 2985 DREW ST CLEARWATER FL 33759 592796965 SUPPORT 501C3 FL 501(C)(3) 12A N/A 0 BAYCARE BEHAVIORAL HEALTH INC 7809 MASSACHUSETTS AVE NEW PORT RICHEY FL 34653 591371752 HEALTH SRVCS FL 501(C)(3) 7 BCHS 1 BAYCARE EMERGENCY ASSISTANCE PROGRAM INC 2985 DREW ST CLEARWATER FL 33759 592697770 EMERG FUND FL 501(C)(3) 10 BCHS 1 BAYCARE MEDICAL GROUP INC 300 S PARK PLACE BLVD CLEARWATER FL 33759 593140335 PHYSICIANS FL 501(C)(3) 10 BCHS 1 BARTOW REGIONAL MEDICAL CENTER INC 2200 OSPREY BLVD BARTOW FL 33830 475387418 HOSPITAL FL 501(C)(3) 3 BCHS 1 BAYCARE SELECT HEALTH PLANS INC 2985 DREW STREET CLEARWATER FL 33759 810795815 MCR ADVANTAGE FL 501(C)(4) N/A BCHS 1 BAYCARE PASCO INC 2985 DREW ST CLEARWATER FL 33759 832099849 POTENTIAL HOSPITAL FL BCHS 1 BC PURCHASE PT LLC 8731 FL MINING TAMPA FL 33634 640950837 PURCHASING ORG FL BCHS N/A 0 0 BC SURGERY CTR LLC 8452 118TH A N LARGO FL 33773 460591430 SURGERY CENTER FL BCHS N/A 0 0 CARE RIDE LLC 4625 E BAY D CLWTR FL 33764 593565490 TRANSPORT SRV FL BC HOME CARE RELATED -30172 979673 0 0 0.51000 BCHS INSURANCE INC 720 W BAY ROAD BUCKINGHAM SQR GRAND CAYMAN CJ KY1-1102 INSUR CAPTIVE CJ BCHS C 1 MEDSPECIALISTS INC 2985 DREW ST CLEARWATER FL 33759 680587533 PAYROLL SRVCS FL BCHS C 1 1 1 0 1 0 0 0 0 1 0 0 0 1 0 1 0 0 1 1 CARE RIDE LLC A 10248 FMV CARE RIDE LLC D 149183 FMV BARTOW REGIONAL MEDICAL CENTER INC O 209359 FMV WINTER HAVEN HOSPITAL INC O 224933 FMV BAYCARE MEDICAL GROUP INC O 145521 FMV MEDSPECIALISTS INC O 152265 FMV