2019-08-14T15:51:11-05:00 2018-09-30 861065772 DELOITTE TAX LLP 201 N FRANKLIN STREET SUITE 3600 TAMPA FL 336025818 990 2017-10-01 462597739 BAPTIST HEALTH MEDICAL GROUP INC BAPT 7866627000 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 JANETTE SANCHEZ CORP. V.P. OF FINANCE 7866627000 2019-08-14 1 STEVEN ROVNER P00648526 8132738355 173.66.15.212 2019-08-14 14:05:38 ED P 2BAB4CF4FDA6361F54564B4DE839E61C759617F3 CD71869BFC494223FABD92E93AB0669CE7B22062 2017 2019-02-21 02:37:17Z BERNARDO FERNANDEZ 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 147576230 0 X WWW.BAPTISTHEALTH.NET X 2012 FL SEE FORM 990, PART III, LINE 1 11 11 886 0 0 28850 5451 291522 148003093 144805637 33293 -534057 3861444 2424119 151903281 146987221 0 0 0 0 146951800 181112656 0 0 0 98071889 109001880 245023689 290114536 -93120408 -143127315 18715635 18639994 462125988 605177662 -443410353 -586537668 X SEE SCHEDULE O 0 0 158063792 109172058 SEE SCHEDULE O 29040452 17512982 SEE SCHEDULE O 62127204 20486005 SEE SCHEDULE O 249231448 1 1 0 0 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 1 1 0 0 0 1 X 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 X 11 11 0 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X FINANCE DEPARTMENT 7866627000 6855 RED ROAD SUITE 200 CORAL GABLES FL 33143 X HERBERT H GREENE MD CHAIRMAN 2.00 4.00 X 20 0 0 JOYCE ELAM DIRECTOR 2.00 4.00 X 0 0 0 WILLIAM TILLETT DIRECTOR 2.00 8.00 X 25 0 0 REV WILLIAM CHAMBERS III DIRECTOR 2.00 4.00 X 0 0 0 NORMAN KENYON MD DIRECTOR 2.00 4.00 X 0 0 0 RAMON OYARZUN DIRECTOR 2.00 2.00 X 330 0 0 LLOYD WRUBLE DMD DIRECTOR 2.00 2.00 X 550 0 0 JACK B YAFFA MD DIRECTOR 2.00 0.00 X 0 0 0 AUDRA HILL DIRECTOR 2.00 4.00 X 0 0 0 J RANDOLPH MILLIAN DIRECTOR 2.00 0.00 X 0 0 0 RAMON RODRIGUEZ DIRECTOR 2.00 0.00 X 0 0 0 BERNARDO FERNANDEZ MD CEO 50.00 0.00 X 747676 0 29413 PHILIPP LUDWIG VP OF OPERATIONS 50.00 0.00 X 404056 0 63790 JOHN ZVIJAC MD ORTHOPEDIC SURGEON 50.00 0.00 X 1663749 0 23172 MARK DYLEWSKI MD ORTHOPEDIC SURGEON 50.00 0.00 X 993567 0 28182 THOMAS SAN GIOVANNI MD ORTHOPEDIC SURGEON 50.00 0.00 X 1164959 0 30246 KEITH HECHTMAN MD ORTHOPEDIC SURGEON 50.00 0.00 X 1270615 0 30292 JOHN URIBE MD PHYSICIAN 50.00 0.00 X 1063427 0 34322 JACK ZIFFER MD FORMER EVP 0.00 50.00 X 0 850430 148317 LEONARD KALMAN MD FORMER DEPUTY DIRECTOR ONC 0.00 50.00 X 0 1052500 22075 7308974 1902930 409809 311 1 1 0 FLORIDA INTERNATIONAL UNIVERSITY 11200 SW 8TH ST MIAMI FL 33199 PHYSICIAN SERVICES 617770 GALLAGHER BENEFIT SERVICES INC PO BOX 71696 CHICAGO IL 60694 PURCHASED SERVICES 553922 NAVIGANT CONSULTING INC 4511 PAYSPHERE CIRCLE CHICAGO IL 60674 CONSULTING & PURCHASED SERVICES 325067 QUEST DIAGNOSTICS 500 PLAZA DRIVE SECAUCUS NJ 07094 PURCHASED SERVICES 306966 PRIORITY 1 HEALTH 40306 FISHER ISLAND DRIVE MIAMI FL 33109 CONSULTING 229167 12 291522 291522 NET PATIENT REVENUE 621300 107431935 107431935 PHARMACY REVENUE 446110 12101288 12101288 HOSPITALIST REVENUE 621300 11148408 11148408 ON-CALL REVENUE 621300 5806566 5806566 PHYSICS & DOSIMETRY REVENUE 621300 4916705 4916705 3400735 3400735 144805637 14922 14922 40030 589009 -548979 -548979 -548979 OTHER REVENUE 900099 2365408 2365408 GIFT SHOP REVENUE 453220 58711 58711 2424119 146987221 147171045 0 -475346 519674 519674 160226361 136634129 23592232 5792671 4923771 868900 7576968 6440423 1136545 6996982 5947435 1049547 213194 213194 58501 58501 13245235 10871085 2374150 987413 789930 197483 2337946 1870357 467589 8987282 7189826 1797456 9759036 7807229 1951807 783678 626942 156736 1312013 1049610 262403 22173469 18623065 3550404 MEDICAL SUPPLIES 14108369 14108369 MANAGEMENT FEES 11943769 9555015 2388754 PROVISION FOR BAD DEBTS 11184977 11184977 CHARITY CARE 10418435 10418435 1488563 1190850 297713 290114536 249231448 40883088 0 9322 10651 8048421 7566626 1690457 1474909 2702905 2463575 14132265 7249975 6134135 6882290 130395 241943 18715635 18639994 32322308 37553000 429803680 567624662 462125988 605177662 X -443410353 -586537668 -443410353 -586537668 18715635 18639994 -143127315 0 X 0 1 X 1 0 X 0 75271 169412 5451 291522 541656 0 108275010 177003486 148003093 144805637 578087226 108350281 177172898 148008544 145097159 578628882 0 1194666 14321707 15883250 14226833 45626456 1194666 14321707 15883250 14226833 45626456 533002426 0 5622 8577 13615 14922 42736 0 249645 421668 29850 701163 255267 430245 13615 44772 743899 821544 1392789 3861444 2424119 8499896 109427092 178995932 151883603 147566050 587872677 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: ADMINISTRATIVE SERVICE REVENUE - 2015 AMOUNT: $ 727,208. 2016 AMOUNT: $ 589,500. MISCELLANEOUS REVENUE - 2014 AMOUNT: $ 821,544. 2015 AMOUNT: $ 364,771. 2016 AMOUNT: $ 3,271,944. 2017 AMOUNT: $ 2,424,119. CMS QUALITY PROGRAM REVENUE - 2015 AMOUNT: $ 300,810. 220085 58060 162025 7539255 3654420 3884835 5715526 3537495 2178031 657399 657399 6882290 SELF INSURANCE RESERVES 18342688 DUE TO AFFILIATES 549281974 567624662 X 324696582 177160382 177160382 147536200 -548979 -548979 146987221 475645059 207133935 207133935 268511124 21603412 21603412 290114536 PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE THE CURRENT ACCOUNTING STANDARDS REQUIRE THAT DEFERRED INCOME TAXES REFLECT THE TAX CONSEQUENCES ON FUTURE YEARS OF DIFFERENCES BETWEEN THE TAX BASES OF ASSETS AND LIABILITIES AND THEIR BASES FOR FINANCIAL REPORTING PURPOSES. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES PRESCRIBES A COMPREHENSIVE MODEL FOR HOW AN ORGANIZATION SHOULD MEASURE, RECOGNIZE, PRESENT, AND DISCLOSE IN ITS FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT AN ORGANIZATION HAS TAKEN OR EXPECTS TO TAKE ON A TAX RETURN. FUTURE TAX BENEFITS, SUCH AS MINIMUM TAX CREDIT CARRY FORWARDS, ARE REQUIRED TO BE RECOGNIZED TO THE EXTENT THAT REALIZATION OF SUCH BENEFITS IS MORE LIKELY THAN NOT. AS OF SEPTEMBER 30, 2018 AND 2017, BHSF HAD NO MATERIAL UNRECOGNIZED TAX POSITIONS WHICH ARE EXPECTED TO REMAIN UNCHANGED THROUGH SEPTEMBER 30, 2019. ON DECEMBER 22, 2017, THE UNITED STATES CONGRESS ENACTED THE TAX CUTS AND JOBS ACT ("TAX ACT"). THE TAX ACT MADE SIGNIFICANT MODIFICATIONS TO THE PROVISIONS OF THE INTERNAL REVENUE CODE, INCLUDING BUT NOT LIMITED TO A U.S. CORPORATE TAX RATE DECREASE TO 21% RATE EFFECTIVE JANUARY 1, 2018. BHSF DEFERRED TAX ASSETS AND LIABILITIES WERE REVALUED AT THE NEWLY ENACTED U.S. CORPORATE TAX RATE AND THE CURRENT INCOME TAX PROVISION HAS BEEN RECOGNIZED FOR OUR FOR-PROFIT AND NOT-FOR-PROFIT CORPORATIONS USING A BLENDED TAX RATE FOR FISCAL YEAR ENDING SEPTEMBER 30, 2018. AT SEPTEMBER 30, 2018, BHE HAD A FEDERAL AND STATE NET OPERATING LOSS CARRYFORWARD, ALL OF WHICH IS AVAILABLE TO REDUCE FUTURE INCOME TAXES. BHSF IS PERIODICALLY AUDITED BY FEDERAL AND STATE TAXING AUTHORITIES. THE OUTCOME OF THESE AUDITS MAY RESULT IN BHSF BEING ASSESSED TAXES IN ADDITION TO AMOUNTS PREVIOUSLY PAID. FEDERAL RETURNS FOR FISCAL YEARS 2015 THROUGH 2017 REMAIN OPEN AND SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHARITY CARE -10,418,435. PROVISION FOR BAD DEBT -11,184,977. REVENUES OF AFFILIATES 198,763,794. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS ON SALE OF FIXED ASSETS -548,979. PART XII, LINE 2D - OTHER ADJUSTMENTS: LOSS ON SALE OF FIXED ASSETS 548,979. EXPENSES OF AFFILIATES 206,584,956. PART XII, LINE 4B - OTHER ADJUSTMENTS: CHARITY CARE 10,418,435. PROVISION FOR BAD DEBTS 11,184,977. X 1 1 0 1 0 0 0 0 0 1 0 BERNARDO FERNANDEZ MD CEO 681531 0 51104 0 15041 0 5300 0 24113 0 777089 0 0 0 PHILIPP LUDWIG VP OF OPERATIONS 252136 0 143419 0 8501 0 32341 0 31449 0 467846 0 31747 0 JOHN ZVIJAC MD ORTHOPEDIC SURGEON 1239864 0 421485 0 2400 0 5300 0 17872 0 1686921 0 0 0 MARK DYLEWSKI MD ORTHOPEDIC SURGEON 866167 0 125000 0 2400 0 5300 0 22882 0 1021749 0 0 0 THOMAS SAN GIOVANNI MD ORTHOPEDIC SURGEON 1008131 0 154428 0 2400 0 5300 0 24946 0 1195205 0 0 0 KEITH HECHTMAN MD ORTHOPEDIC SURGEON 987039 0 271593 0 11983 0 5300 0 24992 0 1300907 0 0 0 JOHN URIBE MD PHYSICIAN 942378 0 108938 0 12111 0 5300 0 29022 0 1097749 0 0 0 JACK ZIFFER MD FORMER EVP 0 501416 0 330033 0 18981 0 101956 0 46361 0 998747 0 48887 LEONARD KALMAN MD FORMER DEPUTY DIRECTOR ONC 0 540468 0 353910 0 158122 0 5300 0 16775 0 1074575 0 27458 SCHEDULE J, PART I, LINE 3 THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BAPTIST HEALTH MEDICAL GROUP DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. THE COMPENSATION COMMITTEE DECISIONS ARE BASED ON THE FOLLOWING: 1. TOTAL COMPENSATION PACKAGE: RECRUITMENT AND RETENTION OF CAPABLE, PRODUCTIVE EXECUTIVES IS ACCOMPLISHED THROUGH DESIGN OF A TOTAL COMPENSATION PACKAGE THAT INCLUDES A BASE SALARY, AT-RISK INCENTIVE PAY, AND BENEFITS. IT IS THE OBJECTIVE OF BAPTIST HEALTH TO ENSURE A CONSISTENT COMPENSATION PHILOSOPHY ACROSS ALL EMPLOYEE AND LEADERSHIP LEVELS THAT REWARDS OUTSTANDING PERFORMANCE USING A CASH PLUS EMPLOYEE BENEFITS PACKAGE TARGETING THE 75TH PERCENTILE. BASE SALARIES OF FULLY PRODUCTIVE EXECUTIVES ARE INDEXED TO THE MEDIAN (50TH PERCENTILE) SALARY PAID BY SIMILAR HEALTHCARE ORGANIZATIONS. INCENTIVE PAY FOR SUPERIOR ACHIEVEMENT PROVIDES THE OPPORTUNITY FOR TOTAL CASH COMPENSATION AT THE 75TH PERCENTILE OF THE EXECUTIVE'S PEER GROUP IF THE EXECUTIVE EXCEEDS HIS/HER PERFORMANCE METRICS. 2. PERFORMANCE-BASED SALARY INCREASES: ONE OF THE KEY ELEMENTS OF BAPTIST HEALTH'S EXECUTIVE COMPENSATION PHILOSOPHY IS "PAY FOR PERFORMANCE." SALARY INCREASES ARE BASED UPON THE DEGREE TO WHICH EACH EXECUTIVE ACHIEVES HIS/HER INDIVIDUAL PERFORMANCE OBJECTIVES FOR THE YEAR, WHICH ARE TIED TO CORPORATE OBJECTIVES. GENERALLY THESE OBJECTIVES RELATE TO CLINICAL QUALITY; PATIENT, PHYSICIAN AND COMMUNITY SATISFACTION; CHARITY CARE AND MISSION GOALS; FINANCIAL PERFORMANCE AND EXPENSE MANAGEMENT. INDIVIDUAL AND GROUP PERFORMANCE AGAINST THESE OBJECTIVES IS REVIEWED BY THE COMPENSATION COMMITTEE AND BOARD OF TRUSTEES ANNUALLY AFTER THE CLOSE OF THE FISCAL YEAR. 3. MARKET-BASED SALARY INCREASES: THE BOARD'S COMPENSATION COMMITTEE REVIEWS THE MARKET VALUE OF EXECUTIVE POSITIONS ANNUALLY TO ASSURE THAT BAPTIST HEALTH'S PAY LEVELS ARE COMPETITIVE. THE INDEPENDENT CONSULTANT, SELECTED BY THE COMPENSATION COMMITTEE, OBTAINS EXECUTIVE SALARY INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS AT HEALTHCARE INSTITUTIONS OF COMPARABLE SIZE WITHIN FLORIDA AND THE UNITED STATES. BAPTIST HEALTH'S PEER GROUP IS COMPRISED OF OTHER COMPLEX NOT-FOR-PROFIT HOSPITAL SYSTEMS OF SIMILAR SIZE. THE PEER GROUP DOES NOT INCLUDE FOR-PROFIT HOSPITALS, WHOSE COMPENSATION PRACTICES ARE FAR MORE GENEROUS (AND INCLUDE SUCH THINGS AS STOCK OPTIONS AND EQUITY/OWNERSHIP INTERESTS). 4. NO GUARANTEED SALARY INCREASES: THERE IS NO GUARANTEE OF ANNUAL EXECUTIVE SALARY INCREASES. SALARY INCREASES DEPEND UPON THE ORGANIZATION'S ABILITY TO PAY, THE EXECUTIVE'S SALARY IN RELATION TO THE MARKET, THE EXECUTIVE'S PERFORMANCE LEVEL, AND INTERNAL PAY RELATIONSHIPS TO PEERS. 5. AT-RISK INCENTIVE PAY: KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS AND CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS. 6. PERQUISITES: BAPTIST HEALTH EXECUTIVES ARE PROVIDED WITH A COMMON SET OF PERQUISITES THAT ARE TYPICAL OF OTHER RESPONSIBLE NOT-FOR-PROFIT ORGANIZATIONS TO ENABLE THEM TO MORE EFFECTIVELY CONDUCT THEIR BUSINESS. THESE BENEFITS ARE DEEMED BY THE COMPENSATION COMMITTEE TO BE APPROPRIATE AND CONSERVATIVE. PERQUISITES ARE GENERALLY LIMITED TO AUTO AND CELL PHONE ALLOWANCES WHICH ARE FULLY TAXABLE TO THE EXECUTIVE. OTHER PERQUISITES PROVIDED TO EXECUTIVES, SUCH AS PAID TIME OFF OR REIMBURSEMENT FOR RELEVANT EDUCATIONAL EXPENSES, ARE OFFERED TO ALL EMPLOYEES IN ACCORDANCE WITH ENTERPRISE-WIDE POLICIES AND PROCEDURES. BUSINESS TRAVEL FOR EXECUTIVES ON COMMERCIAL AIRLINES IS LIMITED TO COACH FARES (AN UPGRADE TO THE NEXT AVAILABLE CLASS OF SERVICE, E.G., BUSINESS CLASS, MAY BE PERMITTED WHEN THE FLIGHT DURATION IS IN EXCESS OF FIVE HOURS OR AN OVERNIGHT ACCOMMODATION CAN BE AVOIDED). CHARTERED PLANE TRAVEL, SPOUSAL TRAVEL, LUXURY RESIDENCES FOR PERSONAL USE, HEALTH, COUNTRY OR SOCIAL CLUB DUES AND PERSONAL SERVICES (SUCH AS MAID, CHAUFFEUR, CHEF, LANDSCAPER) ARE NOT PROVIDED (OR REIMBURSED) TO BAPTIST HEALTH EXECUTIVES. SCHEDULE J, PART I, LINE 4B AS PART OF THE BAPTIST HEALTH SOUTH FLORIDA EXECUTIVE BENEFIT PLAN, EXECUTIVES ARE ELIGIBLE TO ALLOCATE A PORTION OF THEIR FLEXIBLE SPENDING ALLOWANCE TO A SUPPLEMENTAL SURVIVOR ACCUMULATION BENEFIT (SSAB) ACCOUNT. THE SSAB IS A LIFE INSURANCE PRODUCT THAT PROVIDES A DEFERRED RETIREMENT BENEFIT FOR THE EXECUTIVE OR A DEATH BENEFIT FOR THE EXECUTIVE'S SURVIVORS. CONTRIBUTIONS TO THE SSAB MAY BE MADE ANNUALLY TO THE PARTICIPANT'S ACCOUNT. ALL CONTRIBUTIONS ACCUMULATE, ALONG WITH INVESTMENT EARNINGS, FOR THE PERIOD THE EXECUTIVE PARTICIPATES. THE EXECUTIVE DOES NOT HAVE ACCESS TO THE CONTRIBUTIONS MADE OR THE RELATED INVESTMENT INCOME, ALL OF WHICH IS SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. PURSUANT TO THE SSAB PLAN GUIDELINES, THIS BENEFIT IS TERMINATED UPON AN EXECUTIVE REACHING AGE 65. HOWEVER, PAYMENT CAN BE DEFERRED TO A DATE AT LEAST TWO YEARS AFTER REACHING AGE 65 BUT NO LATER THAN 68. AT THAT TIME THE ENTIRE AMOUNT ACCUMULATED IS PAID OUT IN A LUMP SUM. SCHEDULE J, PART I, LINE 7 KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY, CAPPED AT A PRE-DETERMINED PERCENTAGE OF THE EXECUTIVE'S BASE SALARY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS AND CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS. FORM 990, PART III, LINE 1 THE MISSION OF BAPTIST HEALTH SOUTH FLORIDA AND ITS AFFILIATES ("BAPTIST HEALTH") IS TO IMPROVE THE HEALTH AND WELL-BEING OF INDIVIDUALS, AND TO PROMOTE THE SANCTITY AND PRESERVATION OF LIFE, IN THE COMMUNITIES WE SERVE. BAPTIST HEALTH IS A FAITH-BASED ORGANIZATION GUIDED BY THE SPIRIT OF JESUS CHRIST AND THE JUDEO-CHRISTIAN ETHIC. WE ARE COMMITTED TO MAINTAINING THE HIGHEST STANDARDS OF CLINICAL AND SERVICE EXCELLENCE, ROOTED IN THE UTMOST INTEGRITY AND MORAL PRACTICE. CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, COMPASSIONATE HEALTHCARE SERVICES TO ALL, REGARDLESS OF RELIGION, CREED, RACE OR NATIONAL ORIGIN, INCLUDING, AS PERMITTED BY ITS RESOURCES, CHARITY CARE TO THOSE IN NEED. FORM 990, PART III, LINE 4A CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, COMPASSIONATE HEALTHCARE SERVICES TO ALL, INCLUDING, AS PERMITTED BY OUR RESOURCES, CHARITY CARE TO THOSE IN NEED. DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2018, BAPTIST HEALTH PROVIDED PATIENT SERVICES TO THE SOUTH FLORIDA AREA WITH 90,264 ADULT ADMISSIONS, 453,062 PATIENT DAYS, AND 437,769 EMERGENCY ROOM VISITS. DURING THAT SAME TIME PERIOD, URGENT CARE VISITS TOTALED 323,262, OUTPATIENT SURGERY CASES 92,787, AND TOTAL OUTPATIENT VISITS WERE 1,448,422 SYSTEM-WIDE. AS OF SEPTEMBER 30, 2018 THE SYSTEM HAD 2,251 LICENSED INPATIENT BEDS COMPRISED OF 2,076 ACUTE CARE BEDS. BAPTIST HEALTH MEDICAL GROUP (BHMG) IS A NETWORK OF MORE THAN 200 PHYSICIANS AND ADVANCED PRACTICE PROVIDERS WHO DELIVER COMPREHENSIVE, HIGH QUALITY MEDICAL CARE TO OUR COMMUNITY. BHMG HAS OVER 40 PHYSICIAN PRACTICES EXTENDING THROUGHOUT MIAMI-DADE, BROWARD, AND MONROE COUNTIES. BHMG FOCUSES ON ENSURING OUTSTANDING PATIENT CARE AND FURTHERING THE DEVELOPMENT OF INTEGRATED DELIVERY SYSTEMS THAT ALLOW DOCTORS AND HOSPITALS TO COLLABORATE. THEIR APPROACH INCLUDES FOLLOW UP CARE, TELE-HEALTH, RESEARCH AND EDUCATION. BHMG'S MULTIDISCIPLINARY TEAM INCLUDES A WIDE NETWORK OF PRIMARY CARE PHYSICIANS AND MEDICAL AND SURGICAL SPECIALISTS. THE PHYSICIAN SPECIALTIES INCLUDE: BREAST SURGERY, CARDIOLOGY, CARDIAC SURGERY, ENDOCRINOLOGY, FAMILY MEDICINE, GASTROENTEROLOGY, GENERAL SURGERY, HEMATOLOGY AND ONCOLOGY, HOSPITAL MEDICINE, INTERNAL MEDICINE, OBSTETRICS AND GYNECOLOGY, NEUROSURGERY, ORTHOPEDIC SURGERY, PEDIATRIC ONCOLOGY, PALLIATIVE CARE, PEDIATRIC ORTHOPEDICS, PHYSICAL MEDICINE AND REHABILITATION, RADIATION ONCOLOGY, SPORTS MEDICINE, AND THORACIC SURGERY, AMONG OTHERS. BHMG'S PHYSICIANS ARE CLOSELY ALIGNED WITH ALL THE BAPTIST HEALTH HOSPITALS AND OUTPATIENT FACILITIES AND ARE AN INTEGRAL COMPONENT OF THE BAPTIST HEALTH SOUTH FLORIDA CENTERS OF EXCELLENCE, INCLUDING: BAPTIST HEALTH PRIMARY CARE, MIAMI CANCER INSTITUTE, MIAMI CARDIAC AND VASCULAR INSTITUTE, MIAMI ORTHOPEDICS AND SPORTS MEDICINE INSTITUTE, AND BAPTIST HEALTH NEUROSCIENCE CENTER. BHMG ALSO PARTNERS WITH THE BAPTIST HEALTH QUALITY NETWORK WHICH IS A COLLABORATION BETWEEN BHSF AND THE FINEST DOCTORS THROUGHOUT THE REGION. THROUGH COMMUNICATION AND BEST-PRACTICE BENCHMARKING, THEY STRIVE TO IMPROVE THE QUALITY OF HEALTHCARE, MAKE ACCESS TO CARE EASIER AND STREAMLINE SERVICES TO ENHANCE THE PATIENT EXPERIENCE. THE NETWORK IS LED BY DOCTORS, NOT ADMINISTRATORS OR INSURANCE COMPANIES, SO THE DECISION MAKERS TRULY UNDERSTAND DAY-TO-DAY PATIENT CARE. THE MEDICAL PROVIDERS ALSO ADHERE STRICTLY TO BAPTIST HEALTH'S HIGH STANDARDS, WORKING TOGETHER TO PROVIDE COMPREHENSIVE, HIGH-QUALITY CARE TO THE PATIENT. BAPTIST HEALTH MEDICAL GROUP PHYSICIAN PRACTICES PROVIDED CHARITY CARE VALUED AT $3.0 MILLION FOR MORE THAN 3,800 PATIENTS DURING FISCAL YEAR 2018. THE ESTIMATED COST OF PROVIDING CHARITY SERVICES AND UNCOMPENSATED SERVICES IS BASED ON RECENT HISTORICAL COST-TO-CHARGE RATIOS FOR CHARITY PATIENTS AND MEDICAID PATIENTS FROM BHSF'S COST ACCOUNTING SYSTEM, APPLIED TO THE CURRENT PERIOD GROSS UNCOMPENSATED CHARGES ASSOCIATED WITH PROVIDING CARE TO CHARITY AND MEDICAID PATIENTS. IN ADDITION TO THE HEALTH-RELATED BENEFITS LISTED ABOVE, BAPTIST HEALTH ALSO HAS A SIGNIFICANT AND POSITIVE FINANCIAL IMPACT ON OUR COMMUNITY. WE DIRECTLY EMPLOY MORE THAN 19,000 INDIVIDUALS AND DIRECTLY AND INDIRECTLY CREATE ANOTHER 34,000 JOBS. AS SOUTH FLORIDA'S LARGEST PRIVATE EMPLOYER, BAPTIST HEALTH IS TAKING A LEADERSHIP ROLE BY COMMITTING TO THE ENVIRONMENTALLY RESPONSIBLE, ENERGY-EFFICIENT DESIGN AND FUNCTION OF OUR FACILITIES. FORM 990, PART III, LINE 4B MIAMI ORTHOPEDICS & SPORTS MEDICINE INSTITUTE ("MOSMI"), PART OF BAPTIST HEALTH MEDICAL GROUP CONSISTS OF BOARD-CERTIFIED, FELLOWSHIP-TRAINED ORTHOPEDIC SURGEONS AND PRIMARY CARE SPORTS MEDICINE PHYSICIANS, STATE-OF-THE-ART TECHNOLOGY, AND COMPREHENSIVE REHABILITATION SERVICES ANCHORED AT BAPTIST HEALTH AFFILIATED DOCTORS HOSPITAL. MOSMI IS THE OFFICIAL SPORTS MEDICINE PROVIDER FOR THE MIAMI DOLPHINS, MIAMI HEAT, FLORIDA PANTHERS, MIAMI FC, FLORIDA INTERNATIONAL UNIVERSITY, ST. THOMAS UNIVERSITY, AND THE FEDEX ORANGE BOWL. MOSMI'S ORTHOPEDIC PHYSICIANS ARE ALSO THE TEAM PHYSICIANS FOR THE MIAMI DOLPHINS, MIAMI HEAT, FLORIDA PANTHERS, FLORIDA INTERNATIONAL UNIVERSITY, THE MIAMI CITY BALLET, THE MIAMI OPEN TENNIS TOURNAMENT, MIAMI MARATHON, MIAMI ESCAPE TRIATHLON, OUR LADY OF LOURDES ACADEMY AND SELECT MIAMI-DADE PUBLIC HIGH SCHOOL SPORTS, AND HAVE FACULTY APPOINTMENTS AT THE FLORIDA INTERNATIONAL UNIVERSITY HERBERT WERTHEIM COLLEGE OF MEDICINE. MOSMI SURGEONS HAVE PUBLISHED NUMEROUS ARTICLES ABOUT NEW TECHNIQUES THEY HAVE DEVELOPED TO REPAIR KNEE, SHOULDER, ANKLE AND ELBOW INJURIES. IN FY2018, MOSMI BECAME THE FIRST ORTHOPEDIC PRACTICE IN SOUTH FLORIDA TO UTILIZE NEW WEIGHT-BEARING POINT-OF-CARE, ULTRA-LOW DOSE CT IMAGING TECHNOLOGY IN ITS FOOT & ANKLE CLINICS. BHMG'S MOSMI HAS MORE THAN TEN (10) CONVENIENT LOCATIONS THROUGHOUT MIAMI-DADE COUNTY. FORM 990, PART III, LINE 4C BAPTIST HEALTH MEDICAL GROUP ONCOLOGY OFFERS CANCER RELATED TREATMENTS SUCH AS ONCOLOGY AND HEMATOLOGY, RADIATION ONCOLOGY, BREAST HEALTH AND THORACIC SURGERY, AMONG OTHERS. THE SPECIALTY CARE EXPANDED WITH THE OPENING OF THE NEW MIAMI CANCER INSTITUTE ("MCI") IN JANUARY 2017. THE PROVIDERS WHO FORM PART OF BAPTIST HEALTH MEDICAL GROUP ONCOLOGY PROVIDE SERVICES AT MCI. THE $430 MILLION, 445,000-SQUARE-FOOT FACILITY IS PART OF BAPTIST HEALTH SOUTH FLORIDA. MIAMI CANCER INSTITUTE HAS BECOME THE THIRD FULL MEMBER, AND THE ONLY MEMBER IN FLORIDA, OF THE MEMORIAL SLOAN KETTERING (MSK) CANCER ALLIANCE, AN INITIATIVE DESIGNED TO COLLABORATIVELY GUIDE COMMUNITY PROVIDERS TOWARD STATE-OF-THE-ART CANCER CARE. MIAMI CANCER INSTITUTE FEATURES A UNIQUE, HYBRID ACADEMIC-COMMUNITY CANCER CENTER MODEL BACKED BY 30 YEARS OF BAPTIST HEALTH'S EXPERTISE IN CANCER CARE. THE FACILITY, LOCATED ON THE BAPTIST HOSPITAL CAMPUS, CONSOLIDATES MANY OUTPATIENT CLINICAL SERVICES, CLINICAL RESEARCH, AND TECHNOLOGY PLATFORMS UNDER ONE ROOF. THE INSTITUTE IS HOME TO ONE OF THE MOST COMPREHENSIVE AND ADVANCED RADIATION ONCOLOGY PROGRAMS IN THE WORLD, INCLUDING SOUTH FLORIDA'S FIRST PROTON THERAPY CENTER, ONE OF UNDER TWO DOZEN PROTON THERAPY CENTERS IN THE NATION, WHICH OPENED IN FALL 2017. THE PRECISION OF PROTON THERAPY ALLOWS DOCTORS TO TARGET CANCER CELLS WITHOUT DAMAGING HEALTHY TISSUE AND VITAL ORGANS. HISTORICALLY, THE HEALTHCARE PROFESSIONALS AT MCI HAVE TREATED MORE THAN 5,000 ADULTS AND CHILDREN WITH CANCER. PATIENTS RELY ON MCI FOR COMPREHENSIVE, COMPASSIONATE CANCER CARE WITH SPECIFIC MULTI-DISCIPLINARY TUMOR SITE FOCUS, SUCH AS THE CARE PROVIDED THROUGH THE BAPTIST HEALTH BREAST CENTER. MCI OFFERS TECHNOLOGICALLY ADVANCED RADIATION THERAPY, INCLUDING SOPHISTICATED TREATMENTS AT THE PROTON THERAPY CENTER THAT CAN PRECISELY TARGET CANCER CELLS WITH PINPOINT PRECISION WHILE SPARING HEALTHY TISSUE. MCI HAS THE FIRST PROTON THERAPY CENTER IN SOUTH FLORIDA WHICH SAW ITS FIRST PATIENT ON NOVEMBER 27, 2017. THE PROTON THERAPY FACILITY IS EXPECTED TO ATTRACT INTERNATIONAL PATIENTS FROM CENTRAL AND SOUTH AMERICA. MCI'S PROTON THERAPY CENTER OFFERS THE MOST ADVANCED FORM OF PENCIL BEAM SCANNING ("PBS") TECHNOLOGY AVAILABLE TODAY IN ALL THREE GANTRY-BASED TREATMENT ROOMS. USING THIS PBS TECHNOLOGY IN CONJUNCTION WITH STATE-OF-THE-ART VOLUMETRIC AND SURFACE IMAGING TECHNOLOGIES, MCI SEEKS TO MAXIMIZE THE DELIVERY PRECISION AND ACCURACY OF INTENSITY MODULATED PROTON THERAPY ("IMPT") TREATMENTS. WITH IBA'S LATEST GENERATION PROTON DELIVERY PLATFORM, MCI IS THE FIRST AND ONLY CENTER IN THE UNITED STATES TO BRING EACH OF THESE ADVANCES TOGETHER IN AN EFFORT TO MAKE THIS HIGHLY SOPHISTICATED CANCER CARE EASILY ACCESSIBLE TO PATIENTS. PROTON THERAPY PRECISELY TARGETS TUMORS AND LARGELY SPARES NORMAL SURROUNDING TISSUE, THUS DECREASING THE PATIENT'S RISK OF SIDE EFFECTS. TOMOTHERAPY - A TYPE OF RADIATION THERAPY CALLED IMAGE-GUIDED RADIATION THERAPY ("IGRT") - COMBINES PRECISE 3-D IMAGING FROM CT SCANNING WITH HIGHLY TARGETED RADIATION BEAMS TO DELIVER RADIATION WITH EXTREME PRECISION. BECAUSE TOMOTHERAPY INTEGRATES TREATMENT PLANNING, PATIENT POSITIONING AND RADIATION TREATMENT DELIVERY WITH ONE MACHINE, PATIENT TREATMENT TIME IS SHORTENED. MCI ALSO OFFERS CONFORMAL RADIATION THERAPY, ULTRASOUND-GUIDED CONFORMAL RADIATION THERAPY, INTENSITY-MODULATED RADIATION THERAPY ("IMRT"), INTRA OPERATIVE RADIATION THERAPY AND BRACHYTHERAPY, IN WHICH CANCER-KILLING RADIOACTIVE MATERIAL IS PLACED IN OR NEAR THE TUMOR ITSELF, AS WELL AS GAMMA KNIFE AND CYBERKNIFE TECHNOLOGIES FOR PRECISION-GUIDED TREATMENT. HIGH-END IMAGING INCLUDING POSITRON EMISSION TOMOGRAPHY ("PET") AND COMPUTED TOMOGRAPHY ("CT") SCANNING, WHICH DRAMATICALLY INCREASES THE ABILITY TO DIAGNOSE AND TREAT CANCER, IS AVAILABLE THROUGH MCI. COMBINING THE CAPABILITY OF HIGH-QUALITY PET AND CT, THE PET/CT SCANNER ALLOWS PHYSICIANS TO MAKE A DIAGNOSIS BASED ON BOTH THE PHYSICAL LOCATION AND BIOCHEMISTRY OF A TUMOR. MIAMI CANCER INSTITUTE EXPECTS TO DRAW A SIGNIFICANT NUMBER OF PATIENTS FROM OUTSIDE THE UNITED STATES AND WILL ATTRACT LEADING MEDICAL AND BUSINESS PROFESSIONALS TO SOUTH FLORIDA FOR CONFERENCES, SYMPOSIA AND OTHER EVENTS. FORM 990, PART V, LINE 1A US INFORMATIONAL RETURNS BAPTIST HEALTH SOUTH FLORIDA (BHSF) HAS A SYSTEM-WIDE TREASURY POLICY, WHICH RECOGNIZES ITS RESPONSIBILITY TO OVERSEE, MANAGE, AND COORDINATE ALL AFFILIATE OPERATIONS, INCLUDING THE TREASURY FUNCTIONS. BHSF SERVES AS THE CENTRALIZED CASH RECEIPT AND DISBURSING AGENT FOR ALL BHSF ENTITIES. AS SUCH ONLY BHSF ISSUES US INFORMATIONAL RETURNS. FORM 990, PART V, LINE 2A EMPLOYEES REPORTED ON FORM W-3 BAPTIST HEALTH SOUTH FLORIDA (BHSF)IS THE APPOINTED PAY AGENT FOR ALL OF ITS AFFILIATES. AS SUCH ONLY BHSF ISSUES FORM W-3. FORM 990, PART VI, SECTION A, LINE 7A GOVERNING BODY AND MANAGEMENT THIS ORGANIZATION IS PART OF BAPTIST HEALTH SOUTH FLORIDA, AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA HAS THE RIGHT TO APPOINT SOME BOARD MEMBERS TO THE HOSPITAL'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B GOVERNING BODY AND MANAGEMENT THIS ORGANIZATION IS PART OF BAPTIST HEALTH SOUTH FLORIDA, AN INTEGRATED HEALTH CARE DELIVERY SYSTEM. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA HAS THE RIGHT TO APPROVE OR RATIFY CERTAIN CORPORATE DECISIONS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B PROCESS FOR REVIEWING FORM 990 THE MANAGEMENT OF BAPTIST HEALTH SOUTH FLORIDA (BHSF) IS RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE TAX RETURNS OF BHSF AND ALL OF ITS NONPROFIT, CHARITABLE AFFILIATES. THIS FORM 990 HAS BEEN PREPARED IN CONFORMITY WITH THE INTERNAL REVENUE CODE AND TREASURY REGULATIONS. INDEPENDENT TAX CONSULTANTS AND MEMBERS OF MANAGEMENT HAVE REVIEWED IN DETAIL THE COMPLETED FORM 990. PRIOR TO FILING, THE FORM 990 PREPARATION PROCESS AND THE DOCUMENTS ARE DISCUSSED AT A MEETING OF THE FINANCE & INSURANCE COMMITTEE OF THE BOARD OF TRUSTEES AND MADE AVAILABLE ELECTRONICALLY TO ALL MEMBERS OF THE BOARD OF DIRECTORS FOR REVIEW AND COMMENTARY. ADDITIONALLY THE EXECUTIVE AND COMPENSATION COMMITTEES OF THE BHSF BOARD OF TRUSTEES, COMPOSED OF INDEPENDENT UNCOMPENSATED MEMBERS, REVIEW OTHER PERTINENT AREAS OF THE RETURN. THE PRESIDENT AND CEO AS WELL AS THE EXECUTIVE VICE PRESIDENT AND CFO HEREBY CERTIFY AS TO THE ACCURACY AND COMPLETENESS OF THIS FORM 990. FORM 990, PART VI, SECTION B, LINE 12C EMPLOYEE CONFLICT OF INTEREST AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH, IN THE OUTCOME OF A DECISION OVER WHICH THE EMPLOYEE HAS CONTROL OR INFLUENCE. FOR THE PURPOSES OF THIS POLICY, IT IS PRESUMED THAT MANAGERS HAVE CONTROL OR INFLUENCE OVER ANY DECISION AFFECTING A MATTER FOR WHICH A MANAGER HAS RESPONSIBILITY. A PERSONAL INTEREST EXISTS WHEN AN EMPLOYEE OR A MEMBER OF HIS OR HER FAMILY STANDS TO DIRECTLY OR INDIRECTLY OBTAIN FINANCIAL GAIN AS A RESULT OF A DECISION. THIS POLICY IS INTENDED FOR ALL EMPLOYEES TO UNDERSTAND, IDENTIFY, MANAGE AND APPROPRIATELY DISCLOSE THOSE TRANSACTIONS WHICH COULD RESULT IN AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST. IN ACCORDANCE WITH OUR CODE OF ETHICS, HIGH ETHICAL STANDARDS MUST BE OBSERVED IN THE NEGOTIATION AND EXECUTION OF ALL BUSINESS ACTIVITIES CONDUCTED AT, BY OR WITH BHSF. ANY DECISIONS MADE BY BHSF EMPLOYEES MUST BE MADE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, WITH THE BEST ORGANIZATIONAL INTERESTS OF BHSF AS THE HIGHEST PRIORITY AND WITHOUT REGARD TO THE PERSONAL GAIN OR INTEREST OF ANY OTHER PERSON OR ENTITY. LIKEWISE, THE APPEARANCE OF ANY SUCH IMPROPER INFLUENCE ON ANY DECISIONS SHOULD BE CONSCIOUSLY AVOIDED. EMPLOYEES SHOULD ALSO ADHERE TO POLICY 828 WHICH PROHIBITS VENDOR SPONSORED TRAVEL AND POLICY 829 LIMITING ACCEPTANCE OF PERSONAL HONORARIUMS AND POLICY 831 WHICH PROVIDES LIMITATIONS AND GUIDELINES ON PHILANTHROPIC SOLICITATION OF VENDORS. A POTENTIAL OR PERCEIVED CONFLICT OR INTEREST MAY EXIST IRRESPECTIVE OF THE INTENT OF THE EMPLOYEE. BOARD CONFLICT OF INTEREST BAPTIST HEALTH AND ITS AFFILIATES HAVE A STRONG AND ROBUST CONFLICT OF INTEREST POLICY. THE POLICY IS MEANT TO ENSURE THAT EACH VOTING MEMBER OF THE RESPECTIVE ENTITY'S BOARD GOVERNS THE AFFAIRS OF BAPTIST HEALTH AND ITS AFFILIATES WITH HONESTY AND INTEGRITY AND MAKES DECISIONS FOR THE BENEFIT OF BAPTIST HEALTH. VOTING BOARD MEMBERS MAY NOT BE EMPLOYED BY BAPTIST HEALTH NOR ENGAGED TO PROVIDE SERVICES TO BAPTIST HEALTH IN EXCHANGE FOR CASH COMPENSATION. CONFLICT FREE DECISION MAKING EXTENDS BEYOND THE BOARD MEMBERS TO INCLUDE TRANSACTIONS THAT MIGHT BENEFIT (I) THE PRIVATE INTEREST OF A MEMBER OR HIS OR HER FAMILY (II) AN ORGANIZATION CONTROLLED BY A MEMBER OF HIS OR HER FAMILY (III) AN ORGANIZATION IN WHICH A MEMBER OR HIS OR HER FAMILY HAS A MATERIAL INTEREST. SINCE THE APPEARANCE OF A CONFLICT OF INTEREST MAY BE AS DAMAGING TO BAPTIST HEALTH'S REPUTATION AS ACTUALLY PERMITTING A CONFLICT TO EXIST, EACH BOARD MEMBER HAS A CONTINUING OBLIGATION TO DISCLOSE ANY POTENTIAL CONFLICTS. THIS CONTINUING OBLIGATION IS SUPPLEMENTED BY AN ANNUAL CERTIFICATION THAT THE BOARD MEMBER IS FREE FROM ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE ANNUAL CERTIFICATION IS REVIEWED BY THE VICE PRESIDENT OF COMPLIANCE WHO REPORTS DIRECTLY TO THE BOARD. POTENTIAL CONFLICTS ARE FURTHER REVIEWED BY THE BOARD'S ETHICS COMMITTEE. IF A CONFLICT DOES EXIST, THE CONFLICTED BOARD MEMBER MAY BE REQUIRED TO (I) RESIGN FROM THE BOARD OR (II) ELIMINATE THE RELATIONSHIP WHICH GIVES RISE TO THE CONFLICT. CONFLICT OF INTEREST POLICY COMPLIANCE ONE OF BAPTIST HEALTH SOUTH FLORIDA'S GREATEST ASSETS IS THE INTEGRITY OF ITS VOLUNTEER BOARD MEMBERS. ONE WAY TO ASSURE INTEGRITY IS THEIR COMMITMENT TO A STRINGENT CONFLICT OF INTEREST POLICY FOR THEIR GOVERNING BOARDS AND MANAGEMENT. AS A PART OF A ROBUST CONFLICT OF INTEREST POLICY, BOARD MEMBERS MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST DECLARATION FORM. THE AUDIT AND COMPLIANCE DEPARTMENT MONITOR TO ENSURE ALL VOTING MEMBERS SUBMIT THE DECLARATION FORM AND PERFORM NECESSARY RESEARCH TO UNDERSTAND IF A POTENTIAL CONFLICT EXISTS. ALL DISCLOSURES AND THE RELATED RESEARCH ARE SUMMARIZED FOR THE ETHICS COMMITTEE OF THE BAPTIST HEALTH BOARD OF TRUSTEES. ANY DISCLOSURES THAT MAY RESULT IN THE APPEARANCE OF A CONFLICT ARE ADDRESSED BY THE COMMITTEE FOR ITS CONSIDERATION AND RESOLUTION. FORM 990, PART VI, SECTION B, LINE 15 PERFORMANCE-BASED EXECUTIVE COMPENSATION THE SOUTH FLORIDA MARKET FOR HIGHLY COMPETENT HEALTHCARE EXECUTIVES REFLECTS A VERY COMPETITIVE ENVIRONMENT FOR QUALIFIED EXECUTIVES. IT IS COMPRISED OF LARGE, NATIONAL, FOR PROFIT CHAINS AND NOT-FOR-PROFIT HOSPITAL SYSTEMS AND STAND-ALONE HOSPITALS. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA SEEKS EXECUTIVES OF VISION AND LEADERSHIP TO CARRY OUT THE ORGANIZATION'S FAITH-BASED MISSION OF QUALITY CARE AND COMMUNITY SERVICE. THE BOARD EXPECTS THESE EXECUTIVES TO PROVIDE LEADERSHIP THAT WILL PLACE BAPTIST HEALTH AMONG THE BEST HEALTHCARE SYSTEMS IN THE NATION FOR QUALITY AND EXCELLENCE. THE BOARD EXPECTS EXECUTIVES TO DEMONSTRATE INTEGRITY AND LOYALTY IN THE PERFORMANCE OF THEIR DUTIES AND TO ADHERE TO BAPTIST HEALTH'S CONFLICT OF INTEREST POLICY, EXECUTIVE CODE OF CONDUCT AND ALL COMPLIANCE/ETHICS POLICIES. EXECUTIVE COMPENSATION IS CONSIDERED THE FOUNDATION TO ATTRACT AND RETAIN EXECUTIVES WITH THE TALENT, EXPERIENCE AND CHARACTER TO MEET THESE EXPECTATIONS. THE CEO OF BAPTIST HEALTH MEDICAL GROUP INC IS COMPENSATED BY BAPTIST HEALTH MEDICAL GROUP INC. THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BAPTIST HEALTH MEDICAL GROUP DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. THE COMPENSATION COMMITTEE DECISIONS ARE BASED ON THE FOLLOWING: 1. TOTAL COMPENSATION PACKAGE: RECRUITMENT AND RETENTION OF CAPABLE, PRODUCTIVE EXECUTIVES IS ACCOMPLISHED THROUGH DESIGN OF A TOTAL COMPENSATION PACKAGE THAT INCLUDES A BASE SALARY, AT-RISK INCENTIVE PAY, AND BENEFITS. IT IS THE OBJECTIVE OF BAPTIST HEALTH TO ENSURE A CONSISTENT COMPENSATION PHILOSOPHY ACROSS ALL EMPLOYEE AND LEADERSHIP LEVELS THAT REWARDS OUTSTANDING PERFORMANCE USING A CASH PLUS EMPLOYEE BENEFITS PACKAGE TARGETING THE 75TH PERCENTILE. BASE SALARIES OF FULLY PRODUCTIVE EXECUTIVES ARE INDEXED TO THE MEDIAN (50TH PERCENTILE) SALARY PAID BY SIMILAR HEALTHCARE ORGANIZATIONS. INCENTIVE PAY FOR SUPERIOR ACHIEVEMENT PROVIDES THE OPPORTUNITY FOR TOTAL CASH COMPENSATION AT THE 75TH PERCENTILE OF THE EXECUTIVE'S PEER GROUP IF THE EXECUTIVE EXCEEDS HIS/HER PERFORMANCE METRICS. 2. PERFORMANCE-BASED SALARY INCREASES: ONE OF THE KEY ELEMENTS OF BAPTIST HEALTH'S EXECUTIVE COMPENSATION PHILOSOPHY IS "PAY FOR PERFORMANCE." SALARY INCREASES ARE BASED UPON THE DEGREE TO WHICH EACH EXECUTIVE ACHIEVES HIS/HER INDIVIDUAL PERFORMANCE OBJECTIVES FOR THE YEAR, WHICH ARE TIED TO CORPORATE OBJECTIVES. GENERALLY THESE OBJECTIVES RELATE TO CLINICAL QUALITY; PATIENT, PHYSICIAN AND COMMUNITY SATISFACTION; CHARITY CARE AND MISSION GOALS; FINANCIAL PERFORMANCE AND EXPENSE MANAGEMENT. INDIVIDUAL AND GROUP PERFORMANCE AGAINST THESE OBJECTIVES IS REVIEWED BY THE COMPENSATION COMMITTEE AND BOARD OF TRUSTEES ANNUALLY AFTER THE CLOSE OF THE FISCAL YEAR. 3. MARKET-BASED SALARY INCREASES: THE BOARD'S COMPENSATION COMMITTEE REVIEWS THE MARKET VALUE OF EXECUTIVE POSITIONS ANNUALLY TO ASSURE THAT BAPTIST HEALTH'S PAY LEVELS ARE COMPETITIVE. THE INDEPENDENT CONSULTANT, SELECTED BY THE COMPENSATION COMMITTEE, OBTAINS EXECUTIVE SALARY INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS AT HEALTHCARE INSTITUTIONS OF COMPARABLE SIZE WITHIN FLORIDA AND THE UNITED STATES. BAPTIST HEALTH'S PEER GROUP IS COMPRISED OF OTHER COMPLEX NOT-FOR-PROFIT HOSPITAL SYSTEMS OF SIMILAR SIZE AND SCOPE. THE PEER GROUP DOES NOT INCLUDE FOR-PROFIT HOSPITALS, WHOSE COMPENSATION PRACTICES ARE FAR MORE GENEROUS (AND INCLUDE SUCH THINGS AS STOCK OPTIONS AND EQUITY/OWNERSHIP INTERESTS). 4. NO GUARANTEED SALARY INCREASES: THERE IS NO GUARANTEE OF ANNUAL EXECUTIVE SALARY INCREASES. SALARY INCREASES DEPEND UPON THE ORGANIZATION'S ABILITY TO PAY, THE EXECUTIVE'S SALARY IN RELATION TO THE MARKET, THE EXECUTIVE'S PERFORMANCE LEVEL, AND INTERNAL PAY RELATIONSHIPS TO PEERS. 5. AT-RISK INCENTIVE PAY: KEY EXECUTIVES WHO CONTROL SIGNIFICANT ASSETS OR WHO HAVE A MAJOR IMPACT ON OPERATIONS MAY EARN INCENTIVE PAY, CAPPED AT A PRE-DETERMINED PERCENTAGE OF THE EXECUTIVE'S BASE SALARY. THE PURPOSE OF INCENTIVE PAY IS TO FOCUS EXECUTIVE ACTION ON KEY "PERFORMANCE THRESHOLDS AND CORPORATE GOALS THAT ARE APPROVED BY THE BOARD'S COMPENSATION COMMITTEE. THE ACHIEVEMENT OF THESE GOALS REQUIRES EXTRAORDINARY EFFORT, COMMITMENT AND ACHIEVEMENT. THE INCENTIVE COMPONENT OF THE EXECUTIVE'S TOTAL COMPENSATION IS VARIABLE AND TOTALLY AT RISK, DEPENDING UPON THE ACHIEVEMENT OF THE AGREED-UPON GOALS. 6. PERQUISITES: BAPTIST HEALTH EXECUTIVES ARE PROVIDED WITH A COMMON SET OF PERQUISITES THAT ARE TYPICAL OF OTHER RESPONSIBLE NOT-FOR-PROFIT ORGANIZATIONS TO ENABLE THEM TO MORE EFFECTIVELY CONDUCT THEIR BUSINESS. THESE BENEFITS ARE DEEMED BY THE COMPENSATION COMMITTEE TO BE APPROPRIATE AND CONSERVATIVE. PERQUISITES ARE GENERALLY LIMITED TO AUTO AND CELL PHONE ALLOWANCES WHICH ARE FULLY TAXABLE TO THE EXECUTIVE. OTHER PERQUISITES PROVIDED TO EXECUTIVES, SUCH AS PAID TIME OFF OR REIMBURSEMENT FOR RELEVANT EDUCATIONAL EXPENSES, ARE OFFERED TO ALL EMPLOYEES IN ACCORDANCE WITH ENTERPRISE-WIDE POLICIES AND PROCEDURES. BUSINESS TRAVEL FOR EXECUTIVES ON COMMERCIAL AIRLINES IS LIMITED TO COACH FARES (AN UPGRADE TO THE NEXT AVAILABLE CLASS OF SERVICE, E.G., BUSINESS CLASS, MAY BE PERMITTED WHEN THE FLIGHT DURATION IS IN EXCESS OF FIVE HOURS OR AN OVERNIGHT ACCOMMODATION CAN BE AVOIDED). CHARTERED PLANE TRAVEL, SPOUSAL TRAVEL, LUXURY RESIDENCES FOR PERSONAL USE, HEALTH, COUNTRY OR SOCIAL CLUB DUES AND PERSONAL SERVICES (SUCH AS MAID, CHAUFFEUR, CHEF, LANDSCAPER) ARE NOT PROVIDED (OR REIMBURSED) TO BAPTIST HEALTH EXECUTIVES. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC DOCUMENTS THAT ARE REQUIRED TO BE OPEN FOR PUBLIC INSPECTION ARE MADE AVAILABLE UPON REQUEST. IN ADDITION BOTH THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THIRD PARTY WEBSITES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.BAPTISTHEALTH.NET. FORM 990, PART VII REPORTABLE COMPENSATION THE AMOUNTS APPEARING AS REPORTABLE COMPENSATION ON FORM 990 PART VII FOR VOLUNTEER BOARD MEMBERS ARE COMPOSED OF EITHER PAYMENTS FOR SERVICES AS AN ELECTED REPRESENTATIVE OF THE MEDICAL STAFF, NON-CLINICAL SERVICES RENDERED TO BAPTIST HEALTH SOUTH FLORIDA OR ITS AFFILIATES WHICH MAKE POSSIBLE AN IMPORTANT ADMINISTRATIVE FUNCTION, OR MINOR DISCOUNTS ON CLINICAL SERVICES RECEIVED AT A BAPTIST HEALTH SOUTH FLORIDA FACILITY. ALL OF THESE AMOUNTS ARE REPORTED IN ACCORDANCE WITH THE RULES AND REGULATIONS PERTAINING TO IRS FORMS W-2 AND 1099 RESPECTIVELY. SCHEDULE J PART II COLUMN (B)(II) EXECUTIVE COMPENSATION ALL EXECUTIVE COMPENSATION IS REVIEWED AND APPROVED ANNUALLY BY THE COMPENSATION COMMITTEE WHICH IS COMPRISED OF INDEPENDENT UNCOMPENSATED MEMBERS OF THE BOARD OF TRUSTEES WHO HAVE CERTIFIED THAT THEY HAVE NO CONFLICT OF INTEREST WITH THE ORGANIZATION. REPORTABLE COMPENSATION INCLUDES BASE SALARY AS WELL AS PAYMENTS UNDER A FORMAL INCENTIVE PLAN WHICH REWARDS SUCCESSFUL ACHIEVEMENT OF QUALITY, MISSION, CHARITY CARE, AND FINANCIAL CORPORATE OBJECTIVES. BAPTIST HEALTH MEDICAL GROUP PHYSICIANS 6855 RED ROAD STE 600 CORAL GABLES FL 33143 205155995 PHY. PRACTICE FL 93293890 10146759 BHMG BAPTIST HEALTH MEDICAL GROUP ORTHOPEDICS 6855 RED ROAD STE 600 CORAL GABLES FL 33143 260886056 PHY. PRACTICE FL 17520275 1362493 BHMG BAPTIST HEALTH MEDICAL GROUP ONCOLOGY 6855 RED ROAD STE 600 CORAL GABLES FL 33143 471859521 PHY. PRACTICE FL 20079385 1827299 BHMG BAPTIST HEALTH MEDICAL GROUP UPPER KEYS 6855 RED ROAD STE 600 CORAL GABLES FL 33143 260307415 PHY. PRACTICE FL 2669549 163316 BHMG MIAMI BEACH SPECIALTY PHYSICIANS 6855 RED ROAD STE 600 CORAL GABLES FL 33143 453946577 PHY. PRACTICE FL -15094 3422 BHMG ONCOLOGY SPECIALTY PHARMACY 6855 RED ROAD STE 600 CORAL GABLES FL 33143 201780112 PHARMACY FL 12378451 2776283 BHMG ONCOLOGY SOUTH MIAMI GYN ONCOLOGY PHYSICIANS 6855 RED ROAD STE 600 CORAL GABLES FL 33143 454302848 PHY. PRACTICE FL 941663 2332111 BHMG BAPTIST HEALTH SOUTH FLORIDA 6855 RED ROAD STE 600 CORAL GABLES FL 33143 650267668 SUPPORT FL 501(C)(3) 12C N/A 0 BAPTIST HOSPITAL OF MIAMI 8900 N KENDALL DRIVE MIAMI FL 33176 590910342 HOSPITAL FL 501(C)(3) 3 BHSF 0 BHSF REAL ESTATE FOUNDATION 6855 RED ROAD STE 600 CORAL GABLES FL 33143 650611015 SUPPORT FL 501(C)(3) 12A BHSF 0 HOMESTEAD HOSPITAL 975 BAPTIST WAY HOMESTEAD FL 33033 650232993 HOSPITAL FL 501(C)(3) 3 BHSF 0 SOUTH MIAMI HOSPITAL 6200 SW 73 ST SOUTH MIAMI FL 33143 590872594 HOSPITAL FL 501(C)(3) 3 BHSF 0 MARINERS HOSPITAL 91500 OVERSEAS HIGHWAY TAVERNIER FL 33070 591987355 HOSPITAL FL 501(C)(3) 3 BHSF 0 WEST KENDALL BAPTIST HOSPITAL 9555 SW 162 AVE MIAMI FL 33196 522438452 HOSPITAL FL 501(C)(3) 3 BHSF 0 BAPTIST HEALTH SOUTH FLORIDA FOUNDATION 6855 RED ROAD STE 600 CORAL GABLES FL 33143 591923401 FUNDRAISING FL 501(C)(3) 7 BHSF 0 BAPTIST OUTPATIENT SERVICES 6855 RED ROAD STE 600 CORAL GABLES FL 33143 562290370 MED. DIAG. 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