2013-08-14T10:42:12-07:00 2012-09-30 990 2011-10-01 592487136 Baptist Health System Inc BAPT 9042021797 3563 Philips Hwy Bld F Suite 608 Attn Mike Lee Jacksonville FL 322075663 Mike Lukaszewski 9042022852 2013-08-14 2011 2016-02-25 16:41:14Z A Hugh Greene 841 Prudential Dr Aetna Bld Ste 1601 Jacksonville FL 32207 335156 0 X e-baptisthealth.com X 1983 FL Continue the healing ministry of Christ by providing accessible, quality healthcare services at a reasonable cost in an atmosphere that fosters respect and compassion. 12 6 0 0 0 0 0 0 0 0 350909 335156 41200 0 392109 335156 0 0 0 0 -5577 0 0 0 0 10647260 19932260 10641683 19932260 -10249574 -19597104 99409143 110592416 47819231 80202872 51589912 30389544 Continue the healing ministry of Christ by providing accessible, quality healthcare services at a reasonable cost in an atmosphere that fosters respect and compassion. 0 0 18956928 0 0 Baptist Health System, Inc. (the Parent) is a tax-exempt parent holding company located in Jacksonville, Florida, whose primary purpose is to direct the affairs of a multi-entity healthcare system (BHS), which includes the following subsidiaries: (1) Southern Baptist Hospital of Florida, Inc. (SBHF) - a tax-exempt organization that operates two acute care hospitals, Baptist Medical Center (BMC) and Baptist Medical Center South (BMCS). The two hospitals have 619 and 225 licensed beds, respectively, (2) Baptist Medical Center of the Beaches, Inc. (BMCB) - a tax-exempt, 146-bed acute care hospital, (3) Baptist Medical Center of Nassau, Inc. (BMCN) - a tax-exempt, 54 bed acute care hospital, (4) Baptist Health Properties, Inc. (BHP) - a tax-exempt real estate entity, (5) Baptist Health Ambulatory Services, Inc. (ASI) - a tax-exempt entity that provides ancillary healthcare services and health screenings, (6) Pavilion Health Services, Inc. (PHS) - a taxable entity that provides various healthcare and related support services such as retail pharmaceutical services, home infusion services, and primary care services, (7) Baptist Health System Foundation, Inc. (BHSF) - a tax-exempt entity with the primary purpose of raising funds to support the activities of the tax-exempt members of BHS, and (8) Baptist Medical Center of Clay, Inc. (Clay) - a development-stage company. BMC, BMCS, BMCB, and BMCN are collectively referred to as the Medical Centers. The Parent is the sole member of each of the above affiliates and controls the multi-entity structure through board appointment and approval of all major transactions. BMC, BMCS, BMCB, BMCN, BHP, and ASI comprise the Obligated Group under the terms of a Master Trust Indenture between The Bank of New York and the Obligated Group dated May 1, 2000. 0 0 0 18956928 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 12 6 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Scott Finnegan 9042023270 841 Prudential Dr Aetna Bldg Ste 1602 Jacksonville FL 32207 Robert E Hill Jr 2 X X 0 0 0 Joe Louis Barrow Jr 2 X X 0 0 0 A Hugh Greene 0 X X 0 1013169 448925 M C Harden III 2 X X 0 0 0 Jack R Groover MD 2 X 0 0 0 Ava Parker 2 X 0 0 0 Charles E Hughes Jr 2 X 0 0 0 Frank R Martire 2 X 0 0 0 William C Mason 2 X 0 15848 0 Richard L Sisisky 2 X 0 0 0 David H Stovall Jr 2 X 0 0 0 Lee M Thomas 2 X 0 0 0 Carol C Thompson 2 X 0 789 6197 John F Wilbanks 0 X 0 560658 201911 Michael Lukaszewski 0 X 0 632875 17412 Keith L Stein MD 0 X 0 542489 92694 Harvey Granger 0 X 0 441898 189620 Edward H Sim 0 X 0 306042 61867 Diane Raines 0 X 0 295979 72128 0 3809747 1090754 7 0 1 0 0 0 0 0 0 0 0 0 0 0 335156 335156 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 335156 335156 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 508283 504150 4133 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Equity in losses of subsidiaries 19388003 18418603 969400 0 Other, net 35974 34175 1799 0 19932260 18956928 975332 0 0 0 45855983 61664337 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 51751632 47160860 0 0 1801528 1767219 99409143 110592416 3672746 1457770 0 0 0 0 0 0 0 0 0 0 0 0 0 0 44146485 78745102 47819231 80202872 X 51589912 30389544 0 0 0 0 51589912 30389544 99409143 110592416 X -19597104 -1603264 X 0 1 1 X 0 X X X 0 0 0 Southern Baptist Hospital of Fla Inc 590747311 3 1 1 1 0 Baptist Medical Center of the Beaches Inc 592980620 3 1 1 1 0 Baptist Medical Center of Nassau Inc 593234721 3 1 1 1 0 Baptist Health Properties Inc 592487133 11a 1 1 1 0 Baptist Health Ambulatory Services Inc 593410739 11a 1 1 1 0 Baptist Health System Foundation Inc 592487135 7 1 1 1 2735691 6 2735691 Long-term investment in PHS, Inc. 47160860 F 47160860 0 Advances to affiliated organizations,net 78249449 Other liabilities 495653 78745102 335156 19932260 -19597104 0 0 0 0 0 0 -19597104 335156 0 0 0 0 0 335156 0 0 0 335156 19932260 0 0 0 0 0 19932260 0 0 0 19932260 SchD_P10_S00_L02 Schedule D, Part X, Line 2 The following is Note 10, Income Taxes, included in the consolidated financial statements of the organization (all numbers in thousands): Deferred income taxes, which as of September 30, 2012 and 2011, have no net carrying value, reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. As of September 30, 2012 and 2011, BHS had deferred tax assets of $21,411and $15,901, respectively, relating principally to net operating loss carryovers. ASC 740-10-50-3, Income Taxes: Disclosure, requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management determined that a $21,411 and $15,901 allowance at September 30, 2012 and 2011, respectively, was necessary to reduce the deferred tax assets to the amount that would more likely than not be realized. The change in the valuation allowance for the current year is $5,510. At September 30, 3012, BHS has available net operating loss carryforwards of $56,900, of which $466 expires at the start of fiscal year 2013. X X X X 0 1 0 0 0 0 0 0 0 A Hugh Greene 0 738913 0 244256 0 30000 0 434970 0 13955 0 1462094 0 0 John F Wilbanks 0 419938 0 125720 0 15000 0 189487 0 12424 0 762569 0 0 Michael Lukaszewski 0 414541 0 101025 0 117309 0 4287 0 13125 0 650287 0 102309 Harvey Granger 0 337996 0 88902 0 15000 0 170655 0 18965 0 631518 0 0 Keith L Stein MD 0 428116 0 102373 0 12000 0 81541 0 11153 0 635183 0 0 Edward H Sim 0 235042 0 61000 0 10000 0 44345 0 17522 0 367909 0 0 Diane Raines 0 244979 0 41000 0 10000 0 53885 0 18243 0 368107 0 0 SchJ_P01_S00_L04 Schedule J, Part I, Line 4 Baptist Health System, Inc. (BHS), parent affiliate of Baptist Health Ambulatory Services, Inc. (ASI), has two active Supplemental Nonqualified Retirement Plans (SERPS). One is for certain executives (Supplemental Executive Retirement Plan) and the other is for certain vice presidents (Vice-President Supplemental Executive Retirement Plan). These SERPS are plans described in IRS Section 457(f). The benefits under these plans accrue during each executive's term of employment. These benefits are unvested and subject to forfeiture until the covered employee reaches retirement age. The following individuals accrued unvested benefits under these plans during fiscal year 2012: A. Hugh Greene, $401,716, John F. Wilbanks, $158,534, Harvey Granger, $139,082, Keith L. Stein, $54,237, Edward H. Sim, $35,597 and Diane Raines, $33,191. These amounts are included in Schedule J, Part II, Column (c) for each of the listed individuals. F990_P06_S0A_L01b Form 990, Part VI, Section A, Line 1b Immediately prior to the end of the tax year, an independent member of the governing body resigned, reducing the number of members to 12 and thus eliminating the majority of voting members of the governing body who were independent. Two months later, a new independent voting member of the governing body was elected, thus restoring the independent voting members' majority. F990_P06_S0A_L06 Form 990, Part VI, Section A, Line 6 The organization has individual members who elect the voting members of the organization's governing body. Currently, all of the members of the organization also serve as all of the members of the governing body. F990_P06_S0A_L07a Form 990, Part VI, Section A, Line 7a The organization's individual members elect the members of the governing body of the organization. F990_P06_S0B_L11b Form 990, Part VI, Section B, Line 11b The Board of Directors of Baptist Health System, Inc., was provided the organization's entire Form 990 prior to its filing via a link to a password-protected website. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c The Board of Directors of the organization's sole member, Baptist Health System, Inc., has appointed a Conflicts of Interest Committee which regularly reviews the required disclosures of potential conflicts of interest by the Directors and Officers of the organization and its affiliates and recommends any action to be taken with regard to such disclosures. In accordance with the Conflicts of Interest Policy, during meetings of the organization's governing body, a Director who may have a conflict of interest is excused from discussion by the governing body about any transaction or matter that may have given rise to the Director's actual or potential conflict of interest. F990_P06_S0B_L15 Form 990, Part VI, Section B, Line 15 In accordance with the Executive Compensation policy of Baptist Health System, Inc. (BHS), the organization's sole member, BHS's Compensation Committee (made up of independent Directors of BHS) engages annually a third party compensation consultant who provides a database composed of current data regarding compensation paid for each executive position by similarly situated tax exempt health systems in the country. These health systems are generally the same size as BHS, considering revenue and other appropriate indicators. The group of comparator companies that is derived based on the above stated parameters comprise the "Market". When the Committee meets with such consultant, the consultant provides to Committee members compensation target levels that are competitive with the Market. Generally, the median of the Market is targeted. The actual amount that health system executives receive as compensation may be higher or lower than the median, depending on the health system and the individual's performance. The objective is to have a strong link between health system and individual performance and executive compensation such that if the health system and the individual perform at an optimal level, his or her compensation is in the higher range of the Market. Conversely, if either the health system or individual performance is below expectation, compensation may be in the lower range of the Market. The minutes of the annual Compensation Committee are recorded by the Committee's compensation consultant and are approved promptly by the Chair of such Committee. F990_P06_S0C_L19 Form 990, Part VI, Section C, Line 19 Upon receiving a request from anyone, the organization will supply a copy of its governing documents, Conflicts of Interest Policy, financial statements and its most recently filed Form 990. F990_P11_S00_L05 Form 990, Part XI, Line 5 (1) Transfers to affiliated organizations ($2,735,691) and (2) Other $1,132,427. Southern Baptist Hospital of Florida Inc 800 Prudential Dr Jacksonville FL 32207 590747311 Hospital FL 501(c)(3) 3 Baptist Health System Inc 1 Baptist Medical Center of the Beaches Inc 1350 13th Ave S Jacksonville Beach FL 32250 592980620 Hospital FL 501(c)(3) 3 Baptist Health System Inc 1 Baptist Medical Center of Nassau Inc 1250 S 18th St Fernandina Beach FL 32034 593234721 Hospital FL 501(c)(3) 3 Baptist Health System Inc 1 Baptist Health Ambulatory Services Inc 3563 Philips Hwy Bld A Ste 106 Jacksonville FL 32207 593410739 Cancer research & education FL 501(c)(3) 11a Baptist Health System Inc 1 Baptist Health Properties Inc 3563 Philips Hwy Bld A Ste 106 Jacksonville FL 32207 592487133 Manage real estate for affiliates FL 501(c)(3) 11a Baptist Health System Inc 1 Baptist Health System Foundation Inc 841 Prudential Dr Aetna Bldg 13th Flr Jacksonville FL 32207 592487135 Fundraising entity for affiliates FL 501(c)(3) 7 Baptist Health System Inc 1 Pavilion Health Services Inc 3563 Philips Hwy Bld F Ste 608 Jax FL 32207 592059710 Physician practices/retail pharmacies FL N/A C 1 Baptist Medical of Clay Inc 3563 Philips Hwy Bldg F Ste 608 Attn Mike Lee Jacksonville FL 32207 753198121 A development-stage company FL N/A C 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 Baptist Health System Foundation Inc b 2735691 Cash contribution to support the operations of the related organization.