2017-10-25T10:46:10-05:00 2016-12-31 134008324 PRICEWATERHOUSECOOPERS LLP 76 S LAURA STREET SUITE 2100 JACKSONVILLE FL 32202 990 2016-01-01 592742907 AVMED INC AVME 3523728400 SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 RANDALL L STUART ASSISTANT TREASURER 3523378730 2017-10-24 1 MICHAEL J MULDOON P00889797 9043540671 12.8.190.134 2017-10-24 17:07:08 ED P 54BF1586AE195AFAEC0F4B0B882D6F2A8E325AE6 9B8A486F8959EB47C448F2BA708CE67AF1BE41ED 2016 2021-01-29 14:40:06Z MICHAEL P GALLAGHER SANTAFE HEALTHCAREINC PO BOX 749 GAINESVILLE FL 326270749 1107595738 0 X WWW.AVMED.ORG X 1986 FL TO HELP OUR MEMBERS LIVE HEALTHIER BY PROVIDING HIGH QUALITY HEALTH CARE PLANS. 15 14 820 0 4424 0 0 0 874526934 1023707998 14553979 10447836 581601 873435 889662514 1035029269 0 0 0 0 70661926 72932719 0 0 0 822049678 976111334 892711604 1049044053 -3049090 -14014784 338905415 343302295 222487995 241303491 116417420 101998804 X THE MISSION OF AVMED, INC. (AVMED) IS TO HELP OUR MEMBERS LIVE HEALTHIER BY PROVIDING ACCESS TO HIGH QUALITY, AFFORDABLE HEALTH CARE SERVICES THROUGH A NETWORK OF CREDENTIALED HEALTH CARE PROVIDERS LOCATED THROUGHOUT AVMED INC.'S SERVICE AREAS. AVMED PROVIDES AFFORDABLE, NON-COMMERCIAL-TYPE HEALTH BENEFITS CONTRACTS, EDUCATES ITS ENROLLEES ABOUT HEALTH ISSUES, PROVIDES WELLNESS AND DISEASE PREVENTION PROGRAMS, CONDUCTS HEALTH FAIRS, PROVIDES DISEASE AND CHRONIC CARE MANAGEMENT PROGRAMS, MANAGES COMPLEX CASES, AND PROVIDES PRESCRIPTION DRUGS AND CERTAIN MEDICAL RESEARCH PROGRAMS. AVMED OFFERS ITS PROGRAM OF SERVICES AT AFFORDABLE FIXED PRICES TO FLORIDA EMPLOYERS AND VULNERABLE POPULATIONS INCLUDING INDIVIDUALS, SMALL EMPLOYER GROUPS AND SENIOR CITIZENS THROUGH THE MEDICARE ADVANTAGE PROGRAM (INCLUDING PRESCRIPTION DRUGS). 0 0 977543975 1024125172 AVMED PROVIDED HEALTH MAINTENANCE ORGANIZATION SERVICES TO EMPLOYERS AND INDIVIDUALS, INCLUDING SMALL EMPLOYER GROUPS AND SENIOR CITIZENS, REPRESENTING 1,747,190 MEMBER MONTHS OF NETWORK ACCESS, 2,113,079 DRUG PRESCRIPTIONS, AND 66,460 DAYS OF INPATIENT CARE. AVMED ALSO PROVIDED ADMINISTRATIVE SERVICES FOR SELF-FUNDED HEALTH CARE PLANS.IN ADDITION, AVMED PROVIDED EDUCATION, WELLNESS AND DISEASE PREVENTION, HEALTH FAIRS, DISEASE AND CHRONIC CARE MANAGEMENT, MANAGEMENT OF COMPLEX CASES, CLINICAL EDUCATION AND COORDINATION, AND OTHER HEALTH IMPROVEMENT SERVICES. CONTINUED AT SCHEDULE O. AVMED EARNED A "COMMENDABLE" ACCREDITATION STATUS FOR ITS MEDICARE PRODUCT AND A "COMMENDABLE" STATUS FOR ITS COMMERCIAL PRODUCTS FROM THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA) FOR ITS PROGRAMS OF HEALTH CARE. AVMED ANNUALLY MEASURES THE HEALTH CARE PERFORMANCE OF ITS NETWORK OF PROVIDERS THROUGH THE HEALTHCARE EFFECTIVENESS DATA AND INFORMATION SET (HEDIS) PROCESS. HEDIS INCLUDES 81 MEASURES ACROSS 5 DOMAINS OF CARE.FOR HEDIS 2016, AVMED'S RESULTS WERE RANKED AT THE 75TH PERCENTILE OR HIGHER NATIONALLY FOR 6 OF THE 35 HEALTH CARE MEASURES AND AT THE 50TH PERCENTILE OR HIGHER FOR 17 OF THE 35 HEALTH CARE MEASURES USED IN THE NCQA ACCREDITATION SCORING FOR ITS COMMERCIAL PRODUCTS. FOR THE MEDICARE PRODUCT, AVMED'S RESULTS WERE RANKED AT THE 75TH PERCENTILE OR HIGHER FOR 9 OF THE 22 HEALTH CARE MEASURES AND AT THE 50TH PERCENTILE OR HIGHER FOR 13 OUT OF THE 22 HEALTH CARE MEASURES USED IN THE NCQA ACCREDITATION SCORING.AVMED ALSO ANNUALLY MEASURES THE SATISFACTION OF ITS MEMBERS THROUGH THE CONSUMER ASSESSMENT OF HEALTHCARE PROVIDERS AND SYSTEMS (CAHPS) SURVEY. THE SURVEY PROVIDES INFORMATION ON THE EXPERIENCES OF AVMED MEMBERS WITH THE HEALTH PLAN AND HOW WELL THE HEALTH PLAN MEETS MEMBERS' EXPECTATIONS. AN OVERWHELMING MAJORITY OF AVMED'S MEMBERS WHO RESPONDED TO THE 2016 ANNUAL SURVEY RATED AVMED OVERALL AS A HEALTH PLAN AT 8, 9, OR 10 ON A SCALE OF 0 TO 10, WHERE 10 IS THE HIGHEST RATING (78.24% OF COMMERCIAL MEMBERS AND 83.61% OF MEDICARE MEMBERS).IN ADDITION TO HELPING MEMBERS LIVE HEALTHIER, AVMED HELPS BUILD HEALTHIER COMMUNITIES IN EACH MARKET IT SERVES. IN 2016, AVMED UNVEILED A SINGLE WORD THAT SPEAKS TO ITS PURPOSE AND MISSION: WELLFLUENT. A COMBINATION OF WELL-BEING AND AFFLUENT, WELLFLUENT IS DEFINED AS HAVING OR STRIVING TO HAVE A BALANCED LIFE, RICH IN WHAT MATTERS MOST-HEALTH AND HAPPINESS. BY DEVELOPING AND IMPLEMENTING PROGRAMS THAT ENCOURAGE THIS LIFESTYLE, AVMED ADVOCATES FOR ITS 382,000 MEMBERS AND FOR THEIR FLORIDIAN NEIGHBORS. THROUGH A 2016 ALLIANCE WITH FEEDING SOUTH FLORIDA, THE REGION'S SOLE FEEDING AMERICA FOOD BANK, AVMED MOBILE PANTRY DELIVERED FRUITS, VEGETABLES, BREAD, AND DAIRY PRODUCTS TO NEIGHBORHOODS THAT NEEDED ASSISTANCE. AVMED ASSOCIATES DISTRIBUTED 137,309 POUNDS OF HEALTHY FOOD TO 3,090 SOUTH FLORIDA FAMILIES. TO CELEBRATE FIVE YEARS OF BROWARD COUNTY'S BIKE SHARING PROGRAM, AVMED JOINED FORCES WITH BROWARD BCYCLE TO LAUNCH AVMED RIDES. AVMED RIDES MAINTAINS 250 BICYCLES ACROSS 24 STATIONS IN CITIES FROM HOLLYWOOD, FL TO POMPANO BEACH, FL AND SAW MORE THAN 24,000 RIDES AND 3.4 MILLION CALORIES BURNED IN THE PROGRAM'S FIRST SIX MONTHS ALONE. THE PROGRAM HAD AN IMMEDIATE POSITIVE IMPACT ON THE COMMUNITY AS A POPULAR ATTRACTION FOR LOCALS AND VISITORS ALIKE, PROMOTING ENVIRONMENTAL AND PERSONAL HEALTH BENEFITS. AVMED ALSO HELPED MIAMI-DADE COUNTY'S YOUTH DEVELOP HEALTHY HABITS BY SUPPORTING THE MORNING MILE PROGRAM. THE MORNING MILE PROGRAM IS DESIGNED TO GET KIDS ACTIVE, FIT AND POISED TO CARRY GOOD EXERCISE HABITS INTO ADULTHOOD. AVMED'S SPONSORSHIP OF THE PROGRAM AT 32 SITES DURING 2016 MADE IT THE NATION'S LEADING SPONSOR OF THE PROGRAM. AVMED ALSO SUPPORTED THE COUNTY'S BIKE305 PROGRAM, WHICH CULMINATED WITH BIKE TO WORK DAY. THIS PROGRAM SHOWED RESIDENTS HOW EASY IT IS TO COMMUTE MORE HEALTHILY BY COMBINING THE EFFICIENCY OF PUBLIC TRANSPORTATION WITH THE OPEN AIR EXPERIENCE OF A BICYCLE RIDE. ALL MIAMI-DADE COUNTY PUBLIC TRANSPORTATION OPTIONS ACCOMMODATE BICYCLES ON BOARD SO THIS ONE DAY IS DESIGNED TO DEVELOP HEALTHY HABITS THAT LAST A LIFETIME. IN NORTH FLORIDA, AVMED PARTNERED WITH THE UNITED WAY TO OFFER FREE FLU VACCINATIONS IN ALACHUA COUNTY SCHOOLS TO ENCOURAGE PROACTIVE PROTECTION AGAINST THIS ANNUAL THREAT. THESE ARE A FEW EXAMPLES OF SERVICES THAT REACH BEYOND MEMBERS AND ILLUSTRATE HOW AVMED IS A COMMUNITY-FOCUSED HEALTH PLAN. 977543975 0 0 1 0 0 0 0 1 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 19214 0 1 820 1 1 1 0 0 0 0 0 X 15 14 0 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X RANDALL L STUART ASST TREASURER 3523378730 4300 NW 89TH BLVD GAINESVILLE FL 326065688 X SCOTTIE J BUTLER CHAIRMAN/DIRECTOR 2.10 0.90 X X 0 71123 0 JOE G DUNLAP VICE CHAIRMAN/DIRECTOR 0.60 0.90 X X 0 55010 0 ROBERT L EPLING TREASURER/DIRECTOR 0.60 0.90 X X 0 55663 0 ALBERT E DOTSON PHD SECRETARY/DIRECTOR 0.60 0.90 X X 1500 51959 0 RICHARD M ANDERSON MD DIRECTOR 0.60 0.90 X 0 48582 0 JOSEPH W DAVIS DIRECTOR 0.60 0.90 X 1000 49564 0 BENJAMIN I DOERR JR DIRECTOR 2.10 0.90 X 0 57405 0 GEORGE E FLETCHER DIRECTOR 0.60 0.90 X 0 51959 0 GLENDA E HOOD DIRECTOR 0.60 0.90 X 1500 55009 0 ROBERT C HUDSON DIRECTOR 0.60 0.90 X 0 48909 0 PAMELA J MOONEY PHD DIRECTOR 0.60 0.90 X 500 51305 0 THOMAS A NATIELLO PHD DIRECTOR 0.60 0.90 X 0 55009 0 PAUL R PHILIP DIRECTOR 0.60 0.90 X 1000 51959 0 JACKSON N SASSER PHD DIRECTOR 0.60 0.90 X 0 53484 0 JAMES L STRINGFELLOW SR DIRECTOR - THROUGH 2/25/2016 0.60 0.90 X 0 0 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 45.00 15.00 X X 0 2987304 43719 RANDALL L STUART SR VP/CFO/ASSISTANT TREASURER 53.00 7.00 X 0 799210 141683 CATHERINE E AYERS SR VP HUMAN RESOURCES/ASSISTANT SECRETARY 45.00 15.00 X 683536 0 53998 STEVEN M ZIEGLER SR VP GENERAL COUNSEL/ASSISTANT SECRETARY 47.00 15.00 X 643202 0 130811 JAMES M REPP PRESIDENT & COO 50.00 0.00 X 644652 0 121536 R BRADFORD BENTLEY SR VP CHIEF MARKETING OFFICER 50.00 0.00 X 660216 0 126267 SUSAN K PINNAS SR VP PROVIDER STRATEGY & ALLIANCES 50.00 0.00 X 719263 0 29608 ANN O WEHR MD SR VP CHIEF MEDICAL OFFICER 50.00 0.00 X 703696 0 143997 JAMES A SIMPSON SR VP CHIEF INFORMATION OFFICER 48.00 2.00 X 300845 117278 112498 BARRY WAGNER VP CLAIMS & SERVICE OPERATIONS 40.00 0.00 X 472183 0 39449 EDWIN RODRIGUEZ MD REGIONAL MEDICAL DIRECTOR 40.00 0.00 X 462857 0 64988 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR 40.00 0.00 X 456645 0 53510 WINSTON LONSDALE VP GOVERNMENT PROGRAMS 40.00 0.00 X 432763 0 55827 MICHAEL SHEEHAN MD VP MEDICAL DIRECTOR, HEALTH & HEALTH ECONOMICS 40.00 0.00 X 384463 0 61979 6569821 4660732 1179870 118 0 1 0 BAPTIST HOSPITAL OF MIAMI INC 8900 N KENDALL DRIVE MIAMI FL 33176 MEDICAL 108590381 SOUTH BROWARD HOSPITAL DISTRICT PO BOX 538527 ATLANTA GA 303538527 MEDICAL 108351677 SOUTH MIAMI HOSPITAL INC 6200 SW 73RD ST MIAMI FL 331434679 MEDICAL 63995033 SHANDS TEACHING HOSPITAL AND CLINICS INC 3850 NW 83RD ST STE 201 GAINESVILLE FL 32606 MEDICAL 43692054 NORTH FLORIDA MEDICAL CENTER INC PO BOX 406407 ATLANTA GA 303846407 MEDICAL 39651102 1190 COMPREHENSIVE REVENUE 524114 534886439 534886439 MEDICARE REVENUE 524114 408091446 408091446 SELF-FUNDED ADMIN FEE 524292 56188684 56188684 FEDERAL REVENUE 524114 24541429 24541429 1023707998 5261736 5261736 4393573 5708562 -1314989 -1314989 -1314989 68334815 3709192 65693263 1164644 2641552 2544548 5186100 4424 5181676 MANAGEMENT FEES 561000 1709000 1709000 FEE CREDITS AND SETTLEMENTS 900099 417174 417174 MISCELLANEOUS REBATES 900099 62250 62250 2188424 1035029269 1024125172 4424 10899673 X 4912505 2597832 2314673 55304902 32413331 22891571 2787872 1273456 1514416 5867759 3751812 2115947 4059681 2515262 1544419 2291726 2291726 553123 120 553003 462300 462300 348069 348069 912042171 896387242 15654929 4351753 4351753 9944091 7268485 2675606 10490901 2855238 7635663 2703224 2247057 456167 1011190 591197 419993 426748 72064 354684 658853 658853 12818903 8487131 4331772 301346 301346 DUES AND ASSESSMENTS 11434572 10713809 720763 LICENSES AND FEES 5283369 1029191 4254178 COMMUNITY SUPPORT 988995 988995 1049044053 977543975 71500078 0 38881573 13627587 15200064 1925433 17514838 28844309 1351037 1343005 135959303 85871376 54634809 50087927 148012730 159133575 12636074 13959530 50674290 74380929 338905415 343302295 136357583 142629142 11643619 18093349 28458945 45668773 46027848 34912227 222487995 241303491 X 116417420 101998804 116417420 101998804 338905415 343302295 X -14014784 1522383 -1926215 X X 0 1 X 1 0 5000 PART I-A, LINE 1: AVMED MADE CONTRIBUTIONS TO A POLITICAL ACTION COMMITTEE DURING 2016. 0 1 X 4395800 4395800 40170536 31727901 8442635 659646 568154 91492 86071707 53438453 32633254 4661614 136868 4524746 50087927 INTEREST RECEIVABLE 1192286 DEPOSITS AND OTHER ASSETS 533489 REBATE RECEIVABLES 26083528 REINSURANCE RECEIVABLES 6089978 AFFORDABLE CARE ACT RECEIVABLES 4464485 OTHER AMOUNTS DUE FROM ASO PLANS 26721125 OTHER RECEIVABLES 9296038 74380929 CAPITAL LEASE OBLIGATION 2905090 BENEFITS PAYABLE 4425406 OTHER LIABILITIES 881412 EQUIPMENT FINANCING 18113813 AFFORDABLE CARE ACT LIABILITIES 8483230 DUE TO AFFILIATES 103276 34912227 X 1033666847 -250200 -250200 1033917047 1112222 1112222 1035029269 1049607846 563793 563793 1049044053 0 1049044053 PART IV, LINE 2B: INCLUDED IN THIS LINE ARE OBLIGATIONS TO PAY BENEFITS FROM ESCROWED FUNDS ON BEHALF OF SELF-FUNDED HEALTH PLANS. PART X, LINE 2: AVMED HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2016. AVMED INCURRED NO INTEREST EXPENSE OR PENALTIES RELATED TO UNCERTAIN INCOME TAX PROVISIONS IN 2016 OR 2015. TAX YEARS 2013 THROUGH 2015 ARE SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAXING AUTHORITIES AND THERE ARE NO INCOME TAX EXAMINATIONS IN PROCESS AS OF THE DATE OF THIS REPORT. PART XI, LINE 2D - OTHER ADJUSTMENTS: INVESTMENT IMPAIRMENT REALIZED FOR BOOK AND NOT FOR TAX -250,200. PART XI, LINE 4B - OTHER ADJUSTMENTS: INVESTMENT PARTNERSHIP REVENUE REALIZED FOR TAX AND NOT FOR BOOK 1,676,015. RENTAL EXPENSE RECLASS FOR TAX -563,793. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSE RECLASS 563,793. X X 1 1 0 1 0 0 0 0 0 0 0 MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR 0 954319 0 1504255 0 528730 0 15900 0 27819 0 3031023 0 0 RANDALL L STUART SR VP/CFO/ASSISTANT TREASURER 0 397774 0 266297 0 135139 0 115901 0 25782 0 940893 0 75986 CATHERINE E AYERS SR VP HUMAN RESOURCES/ASSISTANT SECR 333839 0 225744 0 123953 0 23850 0 30148 0 737534 0 0 0 STEVEN M ZIEGLER SR VP GENERAL COUNSEL/ASSISTANT SECR 334595 0 227147 0 81460 0 98458 0 32353 0 774013 0 66094 0 JAMES M REPP PRESIDENT & COO 342524 0 222235 0 79893 0 97987 0 23549 0 766188 0 63178 0 R BRADFORD BENTLEY SR VP CHIEF MARKETING OFFICER 329568 0 222235 0 108413 0 89734 0 36533 0 786483 0 63178 0 SUSAN K PINNAS SR VP PROVIDER STRATEGY & ALLIANCES 316022 0 226637 0 176604 0 15900 0 13708 0 748871 0 0 0 ANN O WEHR MD SR VP CHIEF MEDICAL OFFICER 381808 0 257288 0 64600 0 111034 0 32963 0 847693 0 38625 0 JAMES A SIMPSON SR VP CHIEF INFORMATION OFFICER 274516 16028 0 85107 26329 16143 77277 5645 27017 2559 405139 125482 0 0 BARRY WAGNER VP CLAIMS & SERVICE OPERATIONS 272937 0 128014 0 71232 0 22525 0 16924 0 511632 0 41271 0 EDWIN RODRIGUEZ MD REGIONAL MEDICAL DIRECTOR 281788 0 138417 0 42652 0 30824 0 34164 0 527845 0 14776 0 ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR 273709 0 129231 0 53705 0 25460 0 28050 0 510155 0 13746 0 WINSTON LONSDALE VP GOVERNMENT PROGRAMS 261584 0 124744 0 46435 0 23850 0 31977 0 488590 0 0 0 MICHAEL SHEEHAN MD VP MEDICAL DIRECTOR, HEALTH & HEALTH 248770 0 115244 0 20449 0 33019 0 28960 0 446442 0 0 0 PART I, LINE 1A CERTAIN DIRECTORS AND THEIR COMPANIONS ATTENDED COMPANY PAID INDUSTRY SEMINARS AND TRADE CONVENTIONS AT THE REQUEST OF AVMED, INC (AVMED). ALL BUSINESS COSTS, INCLUDING TRAVEL COSTS, PAID DIRECTLY BY THE ORGANIZATION OR REIMBURSED TO THE LISTED PERSON, WERE ACCOUNTED FOR UNDER AN ACCOUNTABLE PLAN UTILIZED BY THE ORGANIZATION. NO PART OF ANY TRAVEL COST WAS DEEMED A BENEFIT FOR ANY PERSON LISTED IN FORM 990, PART VII. INCIDENTAL EXPENSES ARE NOT REIMBURSED BY THE ORGANIZATION. TAX GROSS-UP PAYMENTS OCCUR FOR GROUP VARIABLE LIFE INSURANCE PREMIUMS PAID ON BEHALF OF THE LISTED AND OTHER EMPLOYEES. EMPLOYER PAID PREMIUMS ARE DEEMED TO BE TAXABLE COMPENSATION AND ARE GROSSED-UP FOR THE TAX IMPACT PRIOR TO BEING ADDED AS IMPUTED INCOME TO AN EMPLOYEE'S YEAR-END FORM W-2. TAX GROSS-UP PAYMENTS ARE PROVIDED FOR VESTED DISTRIBUTIONS FROM THE DEFINED CONTRIBUTION AND (NOW FROZEN) DEFINED BENEFIT PENSION RESTORATION PLANS. PART I, LINE 3 MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF AVMED. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW,THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. PART I, LINE 4B (RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF AVMED OR RELATED ORGANIZATIONS AND ARE COVERED UNDER A SEVERANCE POLICY FOR THEIR RESPECTIVE RELATED ORGANIZATION. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES AND DEPENDING ON POSITION. NO ONE LISTED RECEIVED SEVERANCE OR CHANGE OF CONTROL PAYMENTS DURING 2016. PART I, LINE 4B: LISTED PERSONS PARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN THE YEAR: AVMED MAINTAINS TWO ACTIVE NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS FOR A CERTAIN GROUP OF EXECUTIVES TO INCLUDE THOSE LISTED EMPLOYEES OF AVMED OR RELATED ORGANIZATIONS. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN.) VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. LISTED PERSONS VESTED AND RECEIVED PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN DURING 2016 AS FOLLOWS: CATHERINE E AYERS $99,898 STEVEN M ZIEGLER $72,945 JAMES M REPP $69,713 R BRADFORD BENTLEY $101,825 SUSAN K PINNAS $85,629 ANN O WEHR MD $43,658 JAMES A SIMPSON $12,120 BARRY WAGNER $56,135 EDWIN RODRIGUEZ MD $28,537 ROBERT D BONNELL MD $25,787 WINSTON LONSDALE $25,680 MICHAEL SHEEHAN MD $12,699 MICHAEL P GALLAGHER AND RANDALL L STUART ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. THEY PARTICIPATE IN TWO NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS SPONSORED BY SANTAFE HEALTHCARE, INC. FOR A CERTAIN GROUP OF EXECUTIVES. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401 (A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN). VESTING IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. MR. GALLAGHER VESTED AND RECEIVED $412,933 FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS IN 2016. MR. STUART VESTED AND RECEIVED $99,418 FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN 2016. SCHEDULE J, PART II: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,200 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHARE, INC. OR AVMED, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2016, THE FOLLOWING PERCENTAGES OF EACH EXECUTIVE'S COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) ARE APPORTIONED AND CHARGED TO AVMED, INC. AS FOLLOWS: 75% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER 88% - RANDALL L STUART, SENIOR VICE PRESIDENT AND CFO FORM 990, PART VI, SECTION A, LINE 7A AVMED, INC.'S ARTICLES OF INCORPORATION AND BYLAWS STATE THAT THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS SHALL CONSTITUTE THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS CONSTITUTES THE ORGANIZATION'S BOARD OF DIRECTORS, WHICH MAKES ALL GOVERNANCE DECISIONS OF THE ORGANIZATION. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS HAS THE POWER AND AUTHORITY TO ESTABLISH COMMITTEES, TO ELECT AND REMOVE OFFICERS, TO APPROVE AMENDMENTS OF THE ORGANIZATION'S GOVERNING DOCUMENTS, AND TO MODIFY, AMEND, RESCIND, OR REPEAL ANY ACTION TAKEN BY THE ORGANIZATION'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2016 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2016 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE IRS FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2016 FORM 990, PRICEWATERHOUSECOOPERS LLP REVIEWED THE 2016 FORM 990. A COPY OF THE 2016 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2016 FORM 990 AND ATTACHMENTS WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C AVMED HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT. FORM 990, PART VI, SECTION B, LINE 15 MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF AVMED, INC. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR LISTED PERSONS OF AVMED, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL AVMED, INC. NON-DIRECTOR OFFICERS AND KEY EMPLOYEES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG-TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETINGS. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY. A MARKET COMPETITIVENESS STUDY WAS CONDUCTED IN NOVEMBER 2016 FOR CHANGES MADE EFFECTIVE JANUARY 1, 2017. FORM 990, PART VI, SECTION C, LINE 19 AVMED, INC.'S PROCESS FOR MAKING ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ARE AS FOLLOWS: AVMED, INC.'S CONFLICT OF INTEREST POLICY STATEMENT IS INCLUDED IN ITS CODE OF ETHICAL BUSINESS CONDUCT AND IS AVAILABLE TO THE GENERAL PUBLIC AT HTTP://WWW.AVMED.ORG. THE ARTICLES OF INCORPORATION ARE AVAILABLE FOR PUBLIC INSPECTION ONLINE AT THE STATE OF FLORIDA, DIVISION OF CORPORATIONS WEBSITE WWW.SUNBIZ.ORG. THE BYLAWS CAN BE OBTAINED DIRECTLY FROM AVMED, INC. UPON WRITTEN REQUEST. THE FLORIDA OFFICE OF INSURANCE REGULATION SERVES AS THE OVERSIGHT AND LICENSING ENTITY FOR FLORIDA HEALTH MAINTENANCE ORGANIZATIONS AND CONDUCTS ROUTINE AND REGULAR EXAMINATIONS OF THE FINANCIAL AND OPERATING CONDITIONS OF LICENSED ENTITIES. THE EXAMINATION REPORTS INCLUDE FINANCIAL STATEMENT DETAILS AND ANALYSIS, AS WELL AS EVALUATION AND OPINIONS ON THE ENTITY'S GOVERNING DOCUMENTS AND GOVERNING BODY OPERATIONS AND MEETINGS. THE GENERAL PUBLIC HAS ACCESS TO THE FULL EXAMINATION REPORTS AT HTTP://WWW.FLOIR.COM/SECTIONS/LANDH/MANAGEDCARE/IS_MC_FINANCIAL_EXAMS.ASPX FORM 990, PART VII, SECTION A, LINE 1A: CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH $2 BILLION IN GROSS RECEIPTS AND APPROXIMATELY 2,200 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY EITHER SANTAFE HEALTHCARE, INC. OR AVMED, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATE BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2016, THE FOLLOWING PERCENTAGES OF EACH EXECUTIVE'S COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) ARE APPORTIONED AND CHARGED TO AVMED, INC. AS FOLLOWS: 75% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER 88% - RANDALL L STUART, SENIOR VICE PRESIDENT AND CFO FORM 990, PART IX, LINE 11G HEALTH CARE SERVICES: PROGRAM SERVICE EXPENSES 859,286,814. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 859,286,814. AGENT/BROKER COMMISSIONS AND INCENT: PROGRAM SERVICE EXPENSES 28,403,027. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 28,403,027. HEALTH CARE CONSULTING AND OUTSIDE: PROGRAM SERVICE EXPENSES 7,458,309. MANAGEMENT AND GENERAL EXPENSES 12,129,534. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 19,587,843. TEMPORARY HELP: PROGRAM SERVICE EXPENSES 1,239,092. MANAGEMENT AND GENERAL EXPENSES 3,087,802. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,326,894. RECRUITING AND TESTING SERVICES: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 437,593. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 437,593. FORM 990, PART XI, LINE 9: INVESTMENT PARTNERSHIP REVENUE REALIZED FOR TAX AND NOT FOR BOOK -1,676,015. INVESTMENT IMPAIRMENT REALIZED FOR BOOK AND NOT FOR TAX -250,200. FORM 990, PART XII, LINE 2C: AUDIT OVERSIGHT PROCESS: THE COMPANY'S AUDIT COMMITTEE HAS NOT CHANGED ITS PROCESS FOR SELECTION OF THE INDEPENDENT ACCOUNTANT OR ITS PROCESS FOR MANAGING THE AUDIT. SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE FL 326270749 592317607 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 12B TYPE II N/A 0 NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 591912330 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE FL 326270749 592490893 HOSPICE CARE FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING INC PO BOX 749 GAINESVILLE FL 326270749 203700526 MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES FL 501(C)(3) 12B TYPE II SANTAFE HEALTHCARE INC 0 BVG ACQUISITION INC PO BOX 749 GAINESVILLE FL 326270749 203701186 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 590903331 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE FL 326270749 262386152 RETIREMENT COMMUNITY FL 501(C)(3) 10 SANTAFE HEALTHCARE INC 0 SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE FL 326270749 264464727 CHARITABLE AND EDUCATIONAL PURPOSES FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 HOSPICE OF THE FLORIDA KEYS INC PO BOX 749 GAINESVILLE FL 326270749 592386289 HOSPICE CARE & HOME HEALTH CARE FL 501(C)(3) 7 SANTAFE HEALTHCARE INC 0 SF HOLDING CORPINC PO BOX 749 GAINESVILLE FL 326270749 592903901 HOLDING COMPANY FL SANTAFE HEALTHCARE INC C 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 0 1 1 0 0