2019-08-15T09:28:02-05:00 2018-09-30 861065772 DELOITTE TAX LLP 201 N FRANKLIN STREET SUITE 3600 TAMPA FL 336025818 990 2017-10-01 592447553 BETHESDA HEALTH INC BETH 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 JANETTE SANCHEZ CORPORATE VP OF FINANCE 5617377733 2019-08-14 1 P00648526 8132738355 173.66.15.212 2019-08-15 08:17:58 ED P CD71869BFC494223FABD92E93AB0669CE7B22062 0EB4CE1ACD44DB279B6C2D9A8476B20948576B96 2017 2019-02-21 02:37:17Z ROGER KIRK 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 192359100 0 X WWW.BETHESDAWEB.COM X 1984 FL BETHESDA HEALTH'S MISSION IS TO OWN AND MANAGE ACTIVITIES DESIGNED OR INDIRECTLY TO SUPPORT AND FURTHER THE PUBLIC HEALTH, MEDICAL, AND SOCIAL PURPOSES OF ITS AREA OF INFLUENCE. 8 7 176 0 0 0 860 862 17619597 16553577 5263909 25730654 2254049 4069801 25138415 46354894 50266 51712 0 0 11600605 12718860 0 0 0 16281427 29122736 27932298 41893308 -2793883 4461586 201961274 284390525 219130168 229209123 -17168894 55181402 X SEE SCHEDULE O 0 0 30352403 51712 16823654 BETHESDA HEALTH MANAGES ACTIVITIES DESIGNED TO SUPPORT AND FURTHER THE PUBLIC HEALTH, MEDICAL AND SOCIAL PURPOSES OF ITS COMMUNITY BY PROVIDING MANAGEMENT SERVICES TO BETHESDA HOSPITAL AND AFFILIATED ORGANIZATIONS. 30352403 1 0 0 1 0 0 0 0 0 0 1 1 0 1 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 73 0 1 176 1 0 0 0 0 0 0 0 0 0 0 X 8 7 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 1 0 X JOANNE AQUILINA 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 STORMET C NOREM MEMBER 2.00 6.00 X X 0 0 0 I JEFFREY PHETERSON ESQ CHAIRMAN 2.00 6.00 X X 0 0 0 THOMAS A SMITH VICE-CHAIRMAN 2.00 2.00 X X 0 0 0 MARIE BEDNER SECRETARY 2.00 4.00 X 0 0 0 FRED B DEVITT JR ESQ MEMBER-AT-LARGE 2.00 2.00 X 0 0 0 GEORGE T ELMORE MEMBER 2.00 2.00 X 0 0 0 STEVEN LITINSKY MD MBA MEMBER 2.00 4.00 X 0 0 0 GREGORY L WEEKES MEMBER 2.00 2.00 X 0 0 0 JOANNE AQUILINA VP OF FINANCE 40.00 8.00 X 356251 0 36742 ROGER L KIRK CEO 40.00 14.00 X 1031272 0 114577 ROBERT BROADWAY VP OF CORPORATE STRATEGY END 7/18 40.00 8.00 X 356777 0 55212 DAVID COLAIUTA EXEC DIR OF PHYSICIAN PRACTICE 40.00 0.00 X 126282 0 27721 KIMBERLY SHAPIRO GENERAL COUNSEL 40.00 0.00 X 212335 0 41684 LESLIE ALBRIGHT VP OF INFORMATION SERVICES 40.00 0.00 X 244536 0 38039 REGINA BELLUCY VP OF HUMAN RESOURCES 40.00 0.00 X 214143 0 46990 SHAWN FRANKLIN EXEC DIR INTEGRATED NEWTORK 40.00 0.00 X 221296 0 13681 2762892 0 374646 12 0 1 0 BERKELEY RESEARCH GROUP LLC 2200 POWELL STREET SUITE 1200 EMERYVILLE CA 94608 CONSULTING 634697 DELOITTE & TOUCHE LLP 200 SOUTH BISCAYNE BLVD SUITE 40 MIAMI FL 331312310 ACCOUNTING FEES 531300 PARKER HUDSON RAINER & DOBB 303 PEACHTREE STREET NE SUITE 3600 ATLANTA GA 30308 LEGAL 269922 MEDIA COUNSELORS 770 NORTH KENDALL DRIVE SUITE 801 MIAMI FL 33156 ADVERTISEMENT 264787 BALLARD PARTNERS INC 403 EAST PARK AVENUE TALLAHASSEE FL 32301 CONSULTING 100855 5 862 862 MNGMT FEE-AFFIL COMPAN 561000 16553577 16553577 16553577 196304 196304 5182849 1801929 3380920 3380920 3380920 169736427 200 144202264 13 25534163 187 25534350 25534350 ANSWERING SERVICES 561000 418804 418804 REBATES 900099 186878 186878 PRINT SERVICES 900099 83199 83199 688881 46354894 16823654 0 29530378 51712 51712 9673143 8124507 1548636 1199876 1011783 188093 1197952 907283 290669 647889 546326 101563 9554047 7165535 2388512 83476 83476 372297 372297 100855 100855 343470 257603 85867 1044423 1044423 1154941 979425 175516 337311 293358 43953 1361988 1157692 204296 39808 30438 9370 22604 4521 18083 8399724 8399724 252274 214432 37842 1467 1247 220 LOSS ON EXT. OF DEBT 5775188 5775188 RECRUITMENT 188699 160394 28305 FOREIGN TAXES AND FEES 88164 88164 PHYSICIAN SERVICES CLIN 2000 2000 41893308 30352403 11540905 0 99 100 6642604 172018 153880 3205245 712568 48229815 7111904 29249626 41117911 81062620 0 64328376 23466297 17300686 218939769 201961274 284390525 3747268 6477553 15327518 20004929 190354737 191969304 9700645 10757337 219130168 229209123 X -17168894 55181402 -17168894 55181402 201961274 284390525 X 4461586 -23109517 -2389862 93388089 X 0 1 X 1 0 X X 4 BETHESDA HOSPITAL INC 592447554 3 1 0 13242252 BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC 592771779 10 1 0 0 BETHESDA HOSPITAL FOUNDATION INC 596137805 7 1 0 0 BETHESDA HEALTH OUTPATIENT SERVICES INC 650561263 10 1 0 0 4 0 13242252 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 X 1 1 SCHEDULE A, PART IV, SECTION A, LINE 6: BETHESDA HEALTH, INC. PROVIDES NON-MATERIAL GRANTS TO ORGANIZATIONS THAT HAVE A SIMILAR MISSION IN PROVIDING COMMUNITY BENEFIT AND IMPROVING THE HEALTH STATUS OF THE COMMUNITY. SCHEDULE A, PART IV, SECTION D, LINE 3: A MAJORITY OF THE OFFICERS AND DIRECTORS OF BETHESDA HEALTH, INC. SERVE AS OFFICERS AND DIRECTORS OF ITS SUPPORTED ORGANIZATION AND THEREFORE THE SUPPORTED ORGANIZATION HAS A SIGNIFICANT VOICE IN BETHESDA HEALTH, INC.'S INVESTMENT POLICIES AND USE OF THE ORGANIZATIONS INCOME AND ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 3A: BETHESDA HEALTH INC. IS THE SOLE CORPORATE MEMBER OF THE SUPPORTED ORGANIZATION, AND, AS SUCH, HAS THE RIGHT TO ELECT, OR, APPROVE CANDIDATES PROPOSED TO BE ELECTED TO, THE RESPECTIVE GOVERNING BOARD OF THE SUPPORTED ORGANIZATION. SCHEDULE A, PART IV, SECTION E, LINE 3B: BETHESDA HEALTH, INC. IS THE SOLE CORPORATE MEMBER OF THE SUPPORTED ORGANIZATION, AND, AS SUCH, HOLDS CERTAIN RESERVED POWERS OVER THAT ENTITY, INCLUDING THE RIGHT TO ADOPT A PLAN OF DISSOLUTION, AUTHORIZE THE SUPPORTED ORGANIZATION TO ENGAGE IN, OR ENTER INTO, ANY TRANSACTIONS PROVIDING FOR THE SALE, MORTGAGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE SUPPORTED ORGANIZATION; ADOPT A PLAN OF REORGANIZATION OR THE MERGER OR CONSOLIDATION OF THE SUPPORTED ORGANIZATION WITH ANOTHER ENTITY; ADOPT ANY ANNUAL OR LONG-TERM CAPITAL AND OPERATIONAL BUDGETS AND APPROVE CERTAIN FUNDAMENTAL CORPORATE CHANGES. AS SUCH, BETHESDA HEALTH, INC. EXERCISES A SUBSTANTIAL DEGREE OF DIRECTION OVER POLICIES, PROGRAM, AND ACTIVITIES OF THE SUPPORTED ORGANIZATION. 0 0 0 0 0 0 0 0 1 100855 100855 0 SCHEDULE C, PART II-B, LINE 1-DETAILED DESCRIPTION OF THE LOBBYING ACTIVITIES: BETHESDA HEALTH, INC. HIRED CONSULTANTS TO LOBBY ON THEIR BEHALF REGARDING REGULATORY ISSUES PERTAINING TO MEDICAID, MALPRACTICE LIABILITY INSURANCE, AGENCY AND REGULATORY REPRESENTATION. 39132490 39132490 6180857 4411718 1769139 351457 245519 105938 2565011 2454667 110344 41117911 ALTERNATIVE INVESTMENTS 23466297 F 23466297 INVESTMENT IN AFFILIATE 4558544 DUE FROM AFFILIATE 214381225 218939769 SECURITY DEPOSIT 41978 SUPPLEMENTAL EXECUTIVE RETIREMENT LIABILITY 2356079 ADVANCES FROM AFFILIATES 8359280 10757337 X 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 WICH 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. 1 CENTRAL AMERICA & THE CARIBBEAN 0 0 INVESTMENTS 23466297 0 0 0 0 0 0 23466297 0 23466297 0 0 1 1 1 0 SCHEDULE F, PART I, LINE 3 - METHOD TO ACCOUNT FOR EXPENDITURES ON ORGANIZATION'S FINANCIAL STATEMENTS: CENTRAL AMERICA AND THE CARIBBEAN: ACCRUAL. 1 SUSAN G KOMEN CANCER FOUNDATION 4700 N CONGRESS AVE 102 WEST PALM BEACH FL 33407 650254225 501(C)(3) 15000 N/A N/A PROGRAM SUPPORT GREATER BOYNTON BEACH CHAMBER OF COMMERCE INC 1880 N CONGRESS AVE SUITE 106 BOYNTON BEACH FL 33426 591304441 501(C)(6) 6500 N/A N/A PROGRAM SUPPORT 1 1 PART I, LINE 2: BETHESDA HEALTH INC. MAKES GRANTS TO ORGANIZATIONS BASED ON REVIEW AND INTENT OF THE USE OF THE FUNDS. GRANTEE ORGANIZATIONS ARE REQUIRED TO USE THE FUNDS CONSISTENT WITH THEIR EXEMPT PURPOSES. X X 1 1 0 1 0 0 0 0 0 0 0 JOANNE AQUILINA VP OF FINANCE 319412 0 35754 0 1085 0 21153 0 15589 0 392993 0 0 0 ROGER L KIRK CEO 747180 0 37665 0 246427 0 98899 0 15678 0 1145849 0 0 0 ROBERT BROADWAY VP OF CORPORATE STRATEGY END 7/18 309074 0 29679 0 18024 0 42000 0 13212 0 411989 0 12000 0 DAVID COLAIUTA EXEC DIR OF PHYSICIAN PRACTICE 125911 0 0 0 371 0 6711 0 21010 0 154003 0 0 0 KIMBERLY SHAPIRO GENERAL COUNSEL 200252 0 11013 0 1070 0 27541 0 14143 0 254019 0 0 0 LESLIE ALBRIGHT VP OF INFORMATION SERVICES 223080 0 14850 0 6606 0 24000 0 14039 0 282575 0 0 0 REGINA BELLUCY VP OF HUMAN RESOURCES 198815 0 14243 0 1085 0 24724 0 22266 0 261133 0 0 0 SHAWN FRANKLIN EXEC DIR INTEGRATED NEWTORK 206018 0 15000 0 278 0 7972 0 5709 0 234977 0 0 0 PART I, LINE 1A ROGER KIRK RECEIVES A GROSS-UP PAYMENT RELATED TO THE GOLF CLUB MEMBERSHIPS AS WELL AS A GROSS-UP COMPONENT THAT IS INCLUDED IN THE CALCULATION OF HIS RETIREMENT PLAN BENEFIT. THESE BENEFITS ARE TREATED AS TAXABLE COMPENSATION. ROGER KIRK AND ROBERT BROADWAY ARE REIMBURSED FOR GOLF CLUB MEMBERSHIPS. THIS BENEFIT IS TREATED AS A TAXABLE COMPENSATION. PART I, LINE 3 BETHESDA HEALTH, INC. IS CONTROLLED DIRECTLY BY BAPTIST HEALTH SOUTH FLORIDA, INC. ("BHSF"). THE DETERMINATION OF THE COMPENSATION OF THE PRESIDENT FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA HEALTH, INC. 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. ADDITIONALLY, INCENTIVE COMPENSATION FOR THE PRESIDENT WAS APPROVED BY BETHESDA HEALTH, INC.'S BOARD OF TRUSTEES. PART I, LINE 4B THE ORGANIZATION MAINTAINS A 457(F) SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. DURING 2017, THE FOLLOWING PAYMENTS WERE RECEIVED FROM THE PLAN: ROBERT BROADWAY - $ 12,000 DURING 2017, THE FOLLOWING CONTRIBUTIONS WERE MADE TO THE PLAN: ROGER L. KIRK - $56,899 JOANNE AQUILINA - $15,953 REGINA BELLUCY - $6,724 KIMBERLY SHAPIRO - $3,541 FORM 990, PART III, LINE 1 THE ORGANIZATION PROVIDES THE MANAGEMENT AND SUPPORT SERVICES NECESSARY FOR THE OPERATION OF BETHESDA HOSPITAL, INC. AND AFFILIATED ORGANIZATIONS, WHICH PROVIDE QUALITY HEALTHCARE SERVICES IN A CARING MANNER. THE CORPORATION AND ITS AFFILIATES PROVIDE A BROAD SPECTRUM OF INPATIENT, OUTPATIENT AND HOME-CARE HEALTHCARE SERVICES THROUGHOUT THE COMMUNITY. FORM 990, PART IV, LINE 24A BOND LIABILITIES ALL BOND LIABILITIES ARE REPORTED AT THE PARENT LEVEL, ON SCHEDULE K OF BAPTIST HEALTH SOUTH FLORIDA, INC.'S 2017 FORM 990. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR, VICE CHAIR, THE SECRETARY, AND OTHER SUCH TRUSTEES AS APPOINTED BY THE CHAIR. THE PRESIDENT SHALL SERVE AS AN EX-OFFICIO NONVOTING MEMBER OF THE EXECUTIVE COMMITTEE. WHEN THE BOARD IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE ALL OF THE AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE CORPORATION, EXCEPT AS SUCH AUTHORITY IS LIMITED BY STATUE OR BY RESOLUTION CREATING OR OTHERWISE CONTROLLING THE EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11B 990 REVIEW PROCESS 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 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 ("BAPTIST HEALTH") 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 DETERMINATION OF THE COMPENSATION OF THE PRESIDENT FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA HEALTH, INC. 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. ADDITIONALLY, INCENTIVE COMPENSATION FOR THE PRESIDENT WAS APPROVED BY BETHESDA HEALTH, INC.'S BOARD OF TRUSTEES. 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 XI, LINE 9: TRANSFER FROM AFFILIATES 98,874,668. EQUITY IN BETHESDA HOLDING 408,819. PENSION ADJUSTMENT -5,895,398. BETHESDA HEALTH QUALITY ALLIANCE LLC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 820803326 MANAGEMENT COMPANY FL 37000 44902 BETHESDA HEALTH INC BETHESDA HOSPITAL INC 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 592447554 HOSPITAL FL 501(C)(3) 3 BHI 1 BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 592771779 OUTPATIENT MEDICAL SERVICES FL 501(C)(3) 10 BHI 1 BETHESDA HOSPITAL FOUNDATION INC 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 596137805 FUNDRAISING FL 501(C)(3) 7 BHI 1 BETHESDA MEMORIAL SIT-WORKMANS COMP 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 596775830 SELF INSURANCE TRUST FL 501(C)(3) 12A BHI 1 BETHESDA HEALTH OUTPATIENT SERVICES INC 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 650561263 OUTPATIENT MEDICAL SERVICES FL 501(C)(3) 10 BHI 1 BETHESDA MEMORIAL SIT-MALPRACTICE 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 592230109 SELF INSURANCE TRUST FL 501(C)(3) 12A BHI 1 BETHESDA PAYROLL SERVICES INC 2815 S SEACREAST BLVD BOYNTON BEACH FL 33435 650523164 PAYROLL SUPPORT FL 501(C)(3) 12C BHI 1 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 STREET 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 AVENUE 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. FL 501(C)(3) 3 BHSF 0 BAPTIST HEALTH MEDICAL GROUP INC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 462597739 HEALTHCARE FL 501(C)(3) 10 BHSF 0 DOCTORS HOSPITAL 5000 UNIVERSITY DRIVE CORAL GABLES FL 33146 043775926 HOSPITAL FL 501(C)(3) 3 BHSF 0 MIAMI CANCER INSTITUTE AT BAPTIST HEALTH 6855 RED ROAD STE 600 CORAL GABLES FL 33143 473090066 HEALTHCARE FL 501(C)(3) 10 BHSF 0 FISHERMENS HEALTH INC 3301 OVERSEAS HWY MARATHON FL 33050 821682066 HOSPITAL FL 501(C)(3) 3 BHSF 0 CARE SERVICES OF BETHESDA LLC 6688 N CENTRAL EXPY STE 1300 DALLAS TX 75206 201745631 HOME HEALTH TX N/A KENDALL PROFESSIONAL CENTER LIMITED 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 592645094 LEASING OFFICE SPACE FL N/A BAPTIST SLEEP CENTER AT GALLOWAY LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 271591797 MEDICAL SERVICES FL N/A BAPTIST SLEEP CENTERS OF SOUTH FLORIDA LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 273597226 MEDICAL SERVICES FL N/A BAPTIST SURGERY AND ENDOSCOPY CENTERS LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 201796841 MEDICAL SERVICES FL N/A BAPTIST HEALTH SURGERY CENTER LLC 8900 N KENDALL DRIVE MIAMI FL 33176 650663357 MEDICAL SERVICES FL N/A AMSURG BAPTIST NETWORK ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 473088958 HOLDING COMPANY FL N/A BAPTIST AMBULATORY ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 814431967 HOLDING COMPANY FL N/A HEALTH NETWORK AMBULATORY ALLIANCE LLC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 814490589 HOLDING COMPANY FL N/A MIAMI CARDIAC AND VASCULAR INSTITUTE MANAGEMENT COMPANY 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 474128811 CARDIAC MEDICAL CENTER FL N/A MEDLEY OPPORTUNITY FUND III LP 280 PARK AVENUE 6TH FLOOR EAST NEW YORK NY 10152 471284126 INVESTMENT IN DEBT NY N/A SOUTH FLORIDA CENTER FOR ENDOSCOPY & DIGESTIVE DISEASE LLC 7875 SW 104TH ST SUITE 201 MIAMI FL 33156 651112489 MEDICAL SERVICES FL N/A MCCOY INVESTMENTS III LP 250 W 55TH ST 13D NEW YORK NY 10019 471225274 INVESTMENTS NY N/A BETHESDA HOLDING COMPANY INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592663767 HOLDING COMPANY FL BETHESDA HEALTH INC C 1.00000 1 BAPTIST HEALTH ENTERPRISES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 592572862 REAL ESTATE MGMT FL N/A C 0 SAMARITAN RISK RETENTION GROUP 7301 RIVERS AVENUE SUITE 230 NORTH CHARLESTON SC 29406 203433505 INSURANCE SC N/A C 0 PINEAPPLE INSURANCE COMPANY 23 LIME TREE BAY AVE PO BOX 1051 GRAND CAYMAN CJ KY1-1102 980465790 INSURANCE CJ N/A C 0 BMAB EAST TOWER INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 654047110 LEASE OFFICE FL N/A C 0 BAPTIST MEDICAL SERVICES CORP 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 650506620 HOLDING COMPANY FL N/A C 0 KENDALL CREDIT & BUSINESS SERVICES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 650434778 COLLECTION AGENCY FL N/A C 0 WEST KENDALL PROFESSIONAL SERVICES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 650475570 COLLECTIONS FL N/A C 0 SOUTH MIAMI HEALTH ENTERPRISES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 592623930 MEDICAL CENTER FL N/A C 0 EAST KENDALL INVESTMENTS INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 650593165 REAL ESTATE RENTAL FL N/A C 0 BAPTIST AMBULATORY SERVICES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 421573814 HOLDING COMPANY FL N/A C 0 BHE REALTY INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 900152617 REAL ESTATE BROKER FL N/A C 0 BAPTIST ANCILLARY SERVICES INC 6855 RED ROAD SUITE 600 CORAL GABLES FL 33143 550800138 HOLDING COMPANY FL N/A C 0 BETHESDA HEALTH PHYSICIAN GROUP INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 650561267 PHYSICIAN OFFICES FL BHI C 14515545 2279050 1.00000 1 PALM BEACH CREDIT ADJUSTORS INC 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 592507658 INVESTMENT FL BHI C 2159355 850830 1.00000 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 1 1 1 0 BETHESDA HEALTH OUTPATIENT SERVICES INC L 117203 FMV BETHESDA HEALTH OUTPATIENT SERVICES INC J 187372 FMV BETHESDA HEALTH OUTPATIENT SERVICES INC Q 170353 FMV BETHESDA PAYROLL SERVICES INC L 10236 FMV BETHESDA PAYROLL SERVICES INC P 12113027 FMV BETHESDA PAYROLL SERVICES INC Q 5261023 FMV BETHESDA HOSPITAL INC L 13242252 FMV BETHESDA HOSPITAL INC J 1141117 FMV BETHESDA HOSPITAL INC P 272452 FMV BETHESDA HOSPITAL INC Q 138390413 FMV BETHESDA HOSPITAL INC R 90805510 FMV BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC L 732890 FMV BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC J 1017761 FMV BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES INC Q 4452864 FMV PALM BEACH CREDIT ADJUSTORS INC L 323917 FMV PALM BEACH CREDIT ADJUSTORS INC J 170751 FMV PALM BEACH CREDIT ADJUSTORS INC Q 794534 FMV BETHESDA HEALTH PHYSICIAN GROUP INC L 2078031 FMV BETHESDA HEALTH PHYSICIAN GROUP INC J 779279 FMV BETHESDA HEALTH PHYSICIAN GROUP INC Q 6474804 FMV BETHESDA HOSPITAL INC R 6989757 FMV BETHESDA HOLDING COMPANY AND SUBSIDIARIES R 6748542 FMV