2018-11-06T16:05:12-06:00 2017-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2017-01-01 592796965 BAYCARE HEALTH SYSTEM INC BAYC 7275191200 2985 DREW STREET CLEARWATER FL 33759 JANICE POLO EVP & CFO 7278208021 2018-11-06 1 MELANIE A MCPEAK P01346034 8132254800 99.1.243.133 2018-11-06 15:48:55 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 66FC02D03DBAC7EA2C5C7B5513D8D7164FCFC484 2017 2019-02-21 02:37:17Z JANICE POLO 2985 DREW STREET CLEARWATER FL 33759 2370137413 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. 20 18 4966 18 4600651 636306 577012 599651 408787370 455469487 86346522 274352805 24802395 34009258 520513299 764431201 364460 1300054 0 0 240094798 270571486 0 0 0 202137977 230446103 442597235 502317643 77916064 262113558 4153317598 4853850458 3437189749 3969546628 716127849 884303830 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 441547048 1300054 483831054 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 REGION AND WEST CENTRAL FLORIDA. 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.BAYCARE'S HOSPITALS ARE BARTOW REGIONAL MEDICAL CENTER, MEASE COUNTRYSIDE, MEASE DUNEDIN, MORTON PLANT, MORTON PLANT NORTH BAY, ST. ANTHONY'S, SOUTH FLORIDA BAPTIST, ST. JOSEPH'S-MAIN, ST. JOSEPH'S WOMEN'S, ST. JOSEPH'S CHILDREN'S, ST. JOSEPH'S HOSPITAL-NORTH, ST. JOSEPH'S HOSPITAL-SOUTH, WINTER HAVEN HOSPITAL AND WINTER HAVEN WOMEN'S.*BAYCARE WAS FOUNDED IN 1997 WHEN SEVERAL OF THE AREA'S NOT-FOR-PROFIT HOSPITALS CAME TOGETHER, UNITED BY THE COMMON MISSION TO IMPROVE THE HEALTH OF ALL THEY SERVED. BAYCARE IS NOW A $4.39 BILLION, INTEGRATED HEALTH DELIVERY SYSTEM WITH 27,600 EMPLOYEES. IT PLAYS AN IMPORTANT ROLE AS AN ECONOMIC ENGINE, ANNUALLY GENERATING A $6.62 BILLION IMPACT ON THE REGION AND THE STATE. IN 2017, BAYCARE SPENT $1.97 BILLION TO PAY FOR THE SALARY AND BENEFITS OF ITS EMPLOYEES AND $696 MILLION TO PROVIDE FUNDING FOR FUTURE COMMUNITY HEALTH CARE NEEDS, TECHNOLOGY, AND NEW PROGRAMS AND FACILITIES.BAYCARE'S CENTRALIZATION OF ADMINISTRATIVE FUNCTIONS IN A NUMBER OF AREAS, INCLUDING FINANCE, BUSINESS OFFICE, INFORMATION TECHNOLOGY, HUMAN RESOURCES, PERFORMANCE IMPROVEMENT, CLINICAL OUTCOMES, PLANNING, MATERIALS MANAGEMENT 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 2017, BAYCARE PROVIDED $391 MILLION IN TOTAL COMMUNITY BENEFIT, WHICH INCLUDES $121 MILLION IN TRADITIONAL CHARITY CARE FOR UNDERINSURED AND UNINSURED PATIENTS, $246 MILLION IN MEDICAID AND OTHER INCOME-BASED PROGRAMS, AND $24 MILLION IN UNBILLED COMMUNITY SERVICES. ALL OF THESE ARE MEASURED IN UNREIMBURSED COST. 441547048 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 1 696 0 1 4966 1 1 1 1 CJ 0 0 0 0 0 0 0 0 X 20 18 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 1.00 X X 3155527 0 67898 ED ARMSTRONG TRUSTEE 1.00 1.00 X 0 0 0 ALAN BOMSTEIN TRUSTEE 1.00 0.00 X 0 0 0 JOHN BORRECA TRUSTEE 1.00 1.00 X 0 0 0 JAMES CANTONIS TRUSTEE/SECRETARY/TREASURER 1.00 1.00 X X 0 0 0 RICK COLON TRUSTEE 1.00 1.00 X 0 0 0 KURT ERICKSON TRUSTEE/MEDICAL DIRECTOR 1.00 1.00 X 0 68650 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 MICHAEL MIKURAK TRUSTEE 1.00 1.00 X 0 0 0 DEWEY MITCHELL TRUSTEE 1.00 1.00 X 0 0 0 ERIC OBECK TRUSTEE/VICE CHAIR 1.00 1.00 X X 0 0 0 ANDREW SAMUEL TRUSTEE 1.00 0.00 X 0 0 0 PAT SHIRLEY TRUSTEE 1.00 1.00 X 0 0 0 STEVE SMITH TRUSTEE 1.00 0.00 X 0 0 0 WILLIAM TAPP TRUSTEE/IMM PAST CHAIR 1.00 0.00 X 0 0 0 CHARLES WENIGER TRUSTEE 1.00 1.00 X 0 0 0 THOMAS WHIDDON TRUSTEE/IMM PAST CHAIR 1.00 1.00 X X 0 0 0 MICHAEL WILLIAMSON TRUSTEE 1.00 0.00 X 0 0 0 GLENN WATERS EVP/COO BAYCARE 45.00 1.00 X 1581392 0 76036 BRUCE FLAREAU EVP, CHIEF MED OFFICER BAYCARE 45.00 1.00 X 1160880 0 65038 JOHN GANTNER EVP/CFO BAYCARE (THROUGH FEB 2017) 45.00 0.00 X 360928 0 18053 JANICE POLO EVP/CFO BAYCARE (SINCE JUNE 2017) 45.00 1.00 X 701472 0 72306 TIM THOMPSON SVP INFORMATION SVCS/CIO 45.00 0.00 X 701812 0 89451 CYNTHIA JONES VP APPLICATIONS 45.00 0.00 X 598792 0 18067 DONNA ST LOUIS VP, BUSINESS DEVELOPMENT 45.00 0.00 X 736723 0 47343 SCOTT KIZER SVP, CHIEF LEGAL OFFICER 45.00 1.00 X 744244 0 87841 CARL TREMONTI VP, CFO BAYCARE HOSP DIV 45.00 1.00 X 680038 0 32073 WILLIAM ULBRICHT SVP, CHIEF ADMIN OFFICER BMG 45.00 1.00 X 690848 0 100310 DIANE KAZMIERSKI VP, MANAGED CARE 45.00 0.00 X 593191 0 103519 WILLIAM ZIPPRER FORMER KEY DIRECTOR TECHNOLOGY SVCS 45.00 0.00 X 202155 0 37185 11908002 68650 815120 410 1 1 0 CERNER PO BOX 412702 KANSAS CITY MO 64141 SOFTWARE SERVICES 31474026 DEVITO VERDI INC 100 5TH AVE NEW YORK NY 10011 ADVERTISING 3504408 CARE RIDE LLC 4625 E BAY DR CLEARWATER FL 33764 COURIER SERVICES 3025197 PREMIER HEALTHCARE SOLUTIONS 13034 BALLANTYNE CORPORATE PL CHARLOTTE NC 28277 CONSULTING SERVICES 2533159 LUMERIS HEALTHCARE OUTCOMES 13900 RIVERPORT DR MARYLAND HEIGHTS OH 63043 SOFTWARE SERVICES 2501250 215 30000 569651 599651 MANAGEMENT FEES 621999 430425377 430425377 HOSPITAL PATIENT CARE 621999 14761172 14761172 BILLING AND COLLECTION 561000 4379209 4379209 BCHS INSURANCE 621990 2585414 0 2585414 MEDICARE/MEDICAID PAYM 561000 2384185 2384185 934130 900137 33993 455469487 90598567 -267655 90866222 3398792 0 3398792 3398792 3398792 1789352030 108420 1605663283 42929 183688747 65491 183754238 183754238 BISC REVENUE 561000 12430209 12430209 CIN REVENUE 561000 11149921 9030966 2118955 COURIER REVENUE 561000 3770427 3770427 3259909 3129965 129944 30610466 764431201 481211647 4600651 278019252 1300054 1300054 8595421 8595421 213125478 207153287 5972191 11195623 10881900 313723 22411956 21783929 628027 15243008 14751306 491702 1763601 1763601 1336029 1336029 155954 155954 10001637 10001637 36482836 34671296 1811540 15072964 15072964 21434778 21434778 84207229 84013679 193550 10767296 8920168 1847128 2087041 2087041 19521 19521 34569210 34516152 53058 3214941 3214941 UBI TAXES 6630 6630 IMPAIRMENT LOSS 4170000 4170000 BOOKS & PERIODICALS 1620785 1620089 696 DUES & LICENSES 1370979 1078486 292493 2164672 1431633 733039 502317643 441547048 60770595 0 42398232 31676649 1428757 1868795 18273448 16129326 21731459 22321481 21923684 25332514 625506378 337955976 207919651 287550402 1280183258 1683641626 2325372978 2519643321 210590324 232081481 225000 4556609 23270807 29048254 4153317598 4853850458 319783689 364457624 612937 2253551 1137453443 1114442226 9954726 1979339680 2478438501 3437189749 3969546628 X 716127849 884303830 716127849 884303830 4153317598 4853850458 X 262113558 166523317 -260460894 X 0 1 X 1 1 1 X X 14 MORTON PLANT HOSPITAL ASSOCIATION INC 590624462 3 1 84348568 0 ST ANTHONY'S HOSPITAL INC 592043026 3 1 38668057 0 ST JOSEPH'S HOSPITAL INC 590774199 3 1 139418851 0 SOUTH FLORIDA BAPTIST HOSPITAL INC 590594631 3 1 14602089 0 BAYCARE HOME CARE INC 593582520 10 0 13933450 0 TRUSTEES OF MEASE HOSPITAL INC 590855412 3 1 46356076 0 JOHN KNOX VILLAGE OF TAMPA BAY INC 591377711 10 0 1506393 0 MORTON PLANT MEASE HEALTH SERVICES INC 592600684 10 0 5045932 0 BAYCARE BEHAVIORAL HEALTH INC 591371752 7 0 1800872 0 BEHAVIORAL HEALTH MANAGEMENT SERVICES INC 593279573 10 0 231237 0 BAYCARE MEDICAL GROUP INC 593140335 10 0 51540480 0 ST ANTHONY'S PROFESSIONAL BUILDINGS AND SERVICES INC 592018848 10 0 2063910 0 WINTER HAVEN HOSPITAL INC 590724462 3 0 34931422 0 BARTOW REGIONAL MEDICAL CENTER INC 475387418 3 0 5799657 0 14 440246994 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. 0 1 0 1 500 0 0 1 796702 0 1 100954 898156 0 SCHEDULE C PART II - B, LINE 1B, 1D, 1G AND 1I, SUPPLEMENTAL INFORMATION 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, MEDICAL GROUP MANAGEMENT ASSOCIATION AND THE SOCIETY OF THORASIC SURGEONS. THESE ASSOCIATIONS USE A PORTION OF THEIR RESPECTIVE DUES TO CONDUCT LOBBYING ACTIVITIES. 40231246 40231246 155435590 8764197 146671393 13698769 11292525 2406244 385361668 317899254 67462414 30779105 30779105 287550402 HARBOURVEST / DOVER ST/ HIPEP FUNDS 99648762 F NTGI FUNDS/ LA CAPITAL 822597956 F BLACKSTONE 227544178 F LSV/ MONDRIAN 413070950 F MREP / PARK STREET/ CLARION LION 148382490 F HARVEST 294098938 F GOLUB/ WHITE OAK 47039683 F PICTET/ PRUDENTIAL 467260364 F 2519643321 30052 DEPOSITS 1500 ABANDONED PROPERTY 1403967 DEFERRED COMPENSATION PLAN 28475198 MULTI YEAR LEASE ARRANGEMENTS 790376 SERP LIABILITY 20015592 FMV SWAPS 58833310 DUE TO AFFILIATES 2368888506 2478438501 X 476874669 166523316 166523316 310351353 454079848 454079848 764431201 48505524 0 48505524 453812119 453812119 502317643 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 623,814. MANAGEMENT FEES 430,425,377. BILLING/COLLECTION FEES 4,379,209. PREMIER INCENTIVES 934,130. BISC ACTIVITY FEE 6,468,432. BAD DEBT EXPENSE 947,790. UBI INCOME 267,730. FED/STATE INCOME TAX 31,729. INVESTMENT FEES 10,001,637. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT EXPENSE 947,790. BILLING/COLLECTION FEES 4,379,209. FED/STATE INCOME TAX 31,729. INVESTMENT FEES 10,001,637. GRANTS 623,814. MANAGEMENT FEES 430,425,378. PREMIER INCENTIVE 934,130. BISC ACTIVITY FEE 6,468,432. CENTRAL AMERICA/CARIBBEAN PROGRAM SERVICES INSURANCE 23556000 CENTRAL AMERICA/CARIBBEAN PROGRAM SERVICES INSURANCE 8000000 CENTRAL AMERICA/CARIBBEAN INVESTMENTS 304529000 EAST ASIA AND THE PACIFIC INVESTMENTS 57202000 EUROPE INVESTMENTS 141484000 EUROPE INVESTMENTS 636000 MIDDLE EAST AND NORTH AFRICA INVESTMENTS 3722000 NORTH AMERICA INVESTMENTS 20399000 SOUTH AMERICA INVESTMENTS 11764000 SUB-SAHARAN AFRICA INVESTMENTS 492000 0 0 0 0 0 0 559528000 12256000 571784000 1 0 1 1 1 0 SCHEDULE F, PART 1, QUESTION 3 THE FIRST LISTED AMOUNT UNDER PROGRAM SERVICES ($23,556,000) REPRESENTS THE NET ASSETS HELD BY THE CAPTIVE, THE SECOND LISTED AMOUNT UNDER PROGRAM SERVICES ($8,000,000) REPRESENTS ACTUAL EXPENSES PAID TO THE CAPTIVE. THE INVESTMENTS ARE REPORTED AT YEAR END MARKET VALUES, AND EXPENSES ARE REPORTED AS WHAT WAS ACTUALLY PAID. THE FIRST LISTED AMOUNT UNDER EUROPE ($141,484,000) REPRESENTS THE MARKET VALUE OF INVESTMENTS, THE SECOND LISTED AMOUNT UNDER EUROPE ($636,000) REPRESENTS INVESTMENT RELATED EXPENSE 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) 315000 HEART WALK AND HEART BALL AMERICAN DIABETES ASSOCIATION 2451 CRYSTAL DRIVE SUITE 900 ARLINGTON VA 22202 131623888 501(C)(3) 32500 DIABETES SUPPORT AMERICAN CANCER SOCIETY 3709 WEST JETTON AVENUE TAMPA FL 33629 131788491 501(C)(3) 29000 CANCER WALK AND CANCER BALL DONATION MORTON PLANT MEASE FOUNDATION 1840 MEASE DRIVE SUITE 403B SAFETY HARBOR FL 34695 591751535 501(C)(3) 16000 GOLF TOURNAMENT WINTER HAVEN HOSPITAL FOUNDATION 200 AVENUE F NE WINTER HAVEN FL 33881 030406130 501(C)(3) 11200 FOUNDATION GALA ST JOSEPH'S HOSPITAL FOUNDATION 2700 WEST DR MARTIN LUTHER KING JR BLVD TAMPA FL 33607 591100828 501(C)(3) 8900 HEROES BALL ST ANTHONY'S FOUNDATION 1200 7TH AVE N ST PETERSBURG FL 33705 592128991 501(C)(3) 8100 ANNUAL GALA SOUTH FLORIDA BAPTIST FOUNDATION 301 N ALEXANDER ST PLANT CITY FL 33563 650598653 501(C)(3) 5450 COMMUNITY SUPPORT BLESS THE CHILDREN 411 CLEVELAND ST 195 CLEARWATER FL 33755 541650281 501(C)(3) 873904 OTHER MEDICAL SUPPLIES SUPPORT MEDICAL MISSION 9 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 X X X X 0 1 0 0 0 0 0 0 0 TOMMY INZINA TRUSTEE/PRES/CEO BAYCARE 1206807 0 647109 0 1301611 0 29787 0 38111 0 3223425 0 0 0 GLENN WATERS EVP/COO BAYCARE 882861 0 387681 0 310850 0 34342 0 41694 0 1657428 0 0 0 BRUCE FLAREAU EVP, CHIEF MED OFFICER BAYCARE 665685 0 269989 0 225206 0 26754 0 38284 0 1225918 0 15293 0 JOHN GANTNER EVP/CFO BAYCARE (THROUGH FEB 2017) 136935 0 0 0 223993 0 6665 0 11388 0 378981 0 0 0 JANICE POLO EVP/CFO BAYCARE (SINCE JUNE 2017) 504187 0 109978 0 87307 0 34831 0 37475 0 773778 0 0 0 TIM THOMPSON SVP INFORMATION SVCS/CIO 465315 0 160342 0 76155 0 57786 0 31665 0 791263 0 0 0 CYNTHIA JONES VP APPLICATIONS 284472 0 84303 0 230017 0 0 0 18067 0 616859 0 163171 0 DONNA ST LOUIS VP, BUSINESS DEVELOPMENT 306297 0 97688 0 332738 0 18354 0 28990 0 784067 0 232495 0 SCOTT KIZER SVP, CHIEF LEGAL OFFICER 485362 0 165100 0 93782 0 61285 0 26556 0 832085 0 0 0 CARL TREMONTI VP, CFO BAYCARE HOSP DIV 391450 0 122076 0 166512 0 13500 0 18573 0 712111 0 33098 0 WILLIAM ULBRICHT SVP, CHIEF ADMIN OFFICER BMG 427285 0 144878 0 118685 0 56390 0 43920 0 791158 0 0 0 DIANE KAZMIERSKI VP, MANAGED CARE 398821 0 116727 0 77643 0 73174 0 30345 0 696710 0 0 0 WILLIAM ZIPPRER FORMER KEY DIRECTOR TECHNOLOGY SVCS 179639 0 20237 0 2279 0 10003 0 27182 0 239340 0 0 0 PART I, LINE 4B TOMMY INZINA - AS PART OF HIS CONTRACT, MR. INZINA RECEIVED A 2017 RETENTION PAYMENT OF $876,000 WHICH IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE ALSO PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $303,676 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $127,392 IN 2017. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $187,776 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $16,993 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $78,772 IN 2017. BRUCE FLAREAU - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $165,973 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $69,625 IN 2017. JOHN GANTNER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $129,201 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $245,338 IN 2017. JANICE POLO - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $53,138 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE HAD $20,099 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $22,292 IN 2017. TIM THOMPSON - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $59,835 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $40,925 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $25,101 IN 2017. CYNTHIA JONES - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $219,550 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE BECAME 100% VESTED IN 2017. THE PLAN MADE CASH DISTRIBUTION OF $92,101 IN 2017. DONNA ST. LOUIS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $303,831 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE BECAME 100% VESTED IN 2017. THE PLAN MADE CASH DISTRIBUTION OF $127,458 IN 2017. SCOTT KIZER - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $50,998 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. HE HAD $45,190 OF NONVESTED BENEFITS ACCRUE DURING 2017. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $21,394 IN 2017. CARL TREMONTI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $117,157 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $49,147 IN 2017. WILLIAM ULBRICHT - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $70,217 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $29,456 IN 2017. DIANE KAZMIERSKI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $67,966 IN BENEFITS VEST IN 2017. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $28,512 IN 2017. 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 0.00000 0.00000 0.00000 0 0 1 B 0 1 1 1 1 1 0.00000 0.00000 0.00000 0 0 1 C 0 1 1 1 1 1 0.00000 0.00000 0.00000 0 0 1 D 0 1 1 1 1 1 0.00000 0.00000 0.00000 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 21.600000000000 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, LINES 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 2014 - SERIES 2012AB REBATE WAS COMPUTED BY BOND COUNSEL IN 2014 - SERIES 2014A REBATE WAS COMPUTED BY BOND COUNSEL IN 2016 A CITY OF TAMPA FLORIDA 591101138 87515EAV6 2010-05-20 210212673 SERIES 2010: REFUND BONDS 0 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 75915000 210212680 2195048 208017632 1998 1 0 1 1 B 200000000 1755850 375000 197869150 2010 1 0 1 1 C 8540000 35950195 334150 976000 34640045 1996 1 0 1 1 B 1 1 1 1 1 1 0.00000 0.00000 0.00000 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 0 1 0 1 1 GOLDMAN SACHS BANK 23.600000000000 0 0 0 0 1 C 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 CREATIVE CONTRACTORS SEE PART V 1408948 CONSTRUCTION SERVICES 0 ASHLEY SQUIRES SEE PART V 68898 COMPENSATION 0 ALEX SQUIRES SEE PART V 70755 COMPENSATION 0 REGINA THOMPSON SEE PART V 50145 COMPENSATION 0 SCHEDULE L, PART IV ALAN BOMSTEIN IS A DIRECTOR OF THE FILING ORGANIZATION AS WELL AS AN OFFICER/OWNER OF CREATIVE CONTRACTORS.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. FORM 990, PART VI, SECTION A, LINE 2 TOMMY INZINA AND JANICE POLO ARE OFFICERS OF THE ORGANIZATION AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY, WHICH IS AN AFFILIATE OF THE FILING ORGANIZATION. V. RAYMOND FERRARA, ALAN BOMSTEIN AND BRUCE FLAUREAU ARE BOARD MEMBERS WHO HAVE A BUSINESS RELATIONSHIP UNRELATED TO THE FILING ORGANIZATION. GLENN WATERS AND BRUCE FLAREAU ARE 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 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 COMMITTEES 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 -266,379,000. EQUITY TRANSFER -23,666,270. UBI INCOME -267,730. CHANGES IN EQUITY 34,707,749. SWAP AMORTIZATION 458,081. PAYMENTS TO TRINITY -2,000,000. SALES OF JV MINORITY INTEREST SHARES - AMSURG -3,313,724. BAYCARE AMBULATORY SERVICES LLC 8452 118TH AVE NORTH LARGO FL 33773 331205788 HEALTH SRVCS FL 4214951 4464991 BAYCARE BAYCARE INTEGRATED SERVICE CENTER LLC 8731 FLORIDA MINING BLVD TAMPA FL 33634 453559404 PROCURE/DISTR FL 6113393 46040896 BAYCARE BAYCARE PROPERTIES LLC 8452 118TH AVE NORTH LARGO FL 33773 263201926 REAL ESTATE FL 3313018 85143787 BAYCARE BAYCARE LABORATORIES LLC 8452 118TH AVENUE NORTH LARGO FL 33773 274598855 HEALTH SRVCS FL 2082 712428 BAYCARE BAYCARE PHYSICIAN PARTNERS LLC 2985 DREW ST CLEARWATER FL 33759 452908908 CIN FL 6333786 6279651 BAYCARE BAYCARE HEALTH SOLUTIONS LLC 2985 DREW ST CLEARWATER FL 33759 461358555 INACTIVE FL 0 97620 BAYCARE BAYCARE MEDICAL SERVICES LLC 2985 DREW ST CLEARWATER FL 33759 462282247 HEALTH SRVCS FL 4726 1004852 BAYCARE MID-FLORIDA PHYSICIAN SERVICES LLC 200 AVE F NORTHEAST WINTER HAVEN FL 33881 611558557 HEALTH SRVCS FL 0 0 BAYCARE MID-FLORIDA INTERV CARDIOLOGY PHYSICIAN 200 AVE F NORTHEAST WINTER HAVEN FL 33881 800641119 HEALTH SRVCS 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