2012-11-14T11:21:53-06:00 2011-12-31 ERNST & YOUNG US LLP 55 IVAN ALLEN BOULEVARD SUITE 1000 ATLANTA GA 30308 990 2011-01-01 592796965 BayCare Health System Inc % TOMMY INZINA EVP/CFO/CAO BAYC 7275191200 16255 Bay Vista Drive Clearwater FL 33760 TOMMY INZINA 2012-11-08 4048748300 2011 2016-02-24 21:20:13Z Tommy Inzina 16255 Bay Vista Drive Clearwater FL 33760 409196145 false X www.baycare.org X 1987 FL BayCare Health System will improve the health of all we serve through community-owned health care services that set the standard for high-quality, compassionate care. 21 17 2371 20 3861068 2452046 2826893 304683 187427502 190495547 7926994 8725670 7990070 7584992 206171459 207110892 2337415 2602788 0 0 119416687 121486245 0 0 0 72928296 75699548 194682398 199788581 11489061 7322311 973108631 1020443835 927464859 926896752 45643772 93547083 X BAYCARE HEALTH SYSTEM WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. false false 170504710 2602788 199703272 BayCare Health System, Inc. is the administrator of a regional healthcare system in the Tampa Bay Area. The system is comprised of a network of 10 not-for-profit hospitals, outpatient facilities and services such as imaging, lab, behavioral health and home health care. See Schedule O for additional information. 170504710 true true false true false false false false false false true true false true true false false true false false true false false false false false false true false true true true false false false false false false false false true false false false false true true true true false false true 373 0 true 2371 true true true true CJ false false false false false false false false X 21 17 true false false false true true true true true false false true true true true true true true true true true X TOMMY INZINA EVPCFOCAO 7278208004 16255 BAY VISTA DRIVE Clearwater FL 33760 X STEPHEN MASON 45.0 X X 3128039 0 25026 MAHESH AMIN 1.0 X 0 0 0 MARY ARGHITTU 1.0 X 0 0 0 ED ARMSTRONG 1.0 X 0 0 0 ALAN BOMSTEIN 1.0 X 0 0 0 JOHN BORRECA 1.0 X 0 0 0 GEORGE CANTONIS 1.0 X 0 0 0 THOMAS EGAN 1.0 X 0 0 0 V RAYMOND FERRARA 1.0 X 0 0 0 CATHERINE KARL 1.0 X 0 0 0 ODALYS LARA 1.0 X 0 0 0 ROBERT MCGIVNEY 1.0 X 0 0 0 LARRY MORGAN 1.0 X X 0 0 0 NORA MUSSELMAN 1.0 X 0 0 0 MICHELLE ROBINSON 1.0 X 0 0 0 BRUCE RODWELL 1.0 X 0 0 0 GLADYS SHARKEY 1.0 X 0 0 0 WILLIAM TAPP 1.0 X X 0 0 0 WILLIAM WEST 1.0 X X 0 0 0 ALBERT WHITAKER 1.0 X 0 0 0 MICHAEL WILLIAMSON 1.0 X 0 0 0 TOMMY INZINA 45.0 X 1703873 0 29198 TIM THOMPSON 45.0 X 534396 0 30467 CYNTHIA DAVIS 45.0 X 330833 0 66084 CHRISTOPHER JENKINS 45.0 X 212904 0 13439 DENTON CROCKETT JR 45.0 X 692384 0 20489 DENISE REMUS 45.0 X 802593 0 12413 DIANE KAZMIERSKI 45.0 X 571382 0 20998 CRAIG BRETHAUER 45.0 X 488392 0 16800 BRUCE FLAREAU 45.0 X 484116 0 85082 8948912 0 319996 140 false true false CERNER PO BOX 412702 KANSAS CITY MO 64141 SOFTWARE 14376358 SIEMENS MEDICAL SOLUTIONS USA PO BOX 120001 DALLAS TX 75312 SOFTWARE 2622732 MICROSOFT LICENSING GP 1950 N STEMMONS FWY DALLAS TX 75207 SOFTWARE 2061756 Macfarlane Ferguson Mcmullen PO BOX 1531 TAMPA FL 33601 legal Services 975208 Kronos Inc PO BOX 845748 BOSTON MA 02284 Software maintenance 857648 77 65325 239358 304683 MANAGEMENT FEES 561110 176454326 176454326 BCHS INSURANCE 561110 8251210 4508955 3742255 BILLING/COLLECTION FEES 561110 3568571 3568571 PREMIER PURCHASING PARTNERS 561110 2221440 2216754 4686 190495547 4081216 -140280 4221496 0 0 206723307 6400 202085253 4638054 6400 4644454 4644454 0 0 0 SUPPLY CHAIN FEES 561000 7035043 7035043 OTHER REVENUE 446199 549949 295542 254407 7584992 207110892 194079191 3861068 8865950 2602788 2602788 0 0 0 4926944 4926944 0 95267856 91156238 4111618 4101336 3924328 177008 10464419 10012790 451629 6725690 6445249 280441 0 608704 608704 945394 945394 376640 376640 0 535437 535437 11869265 11457657 411608 2442411 2431886 10525 12083087 12083087 35583861 35562970 20891 0 6932066 4223348 2708718 1502507 1502507 0 0 0 0 687643 539724 147919 0 MISCELLANEOUS EXPENSES 2132266 1770825 361441 BAD DEBT EXPENSE 267 267 199788581 170504710 29283871 0 653848 16245201 0 0 0 0 0 0 0 0 0 0 9959739 11164859 10698823 10414777 16297038 13999687 271138779 160001901 112315855 111136878 87954409 63336071 65521881 54118855 18031069 11980351 9961777 8692632 641714192 719354524 973108631 1020443835 126152724 99680298 0 0 316367 423914 763242310 740420811 0 0 0 0 425413 1862171 113415 0 37214630 84509558 927464859 926896752 X 45393772 93547083 250000 0 0 0 45643772 93547083 973108631 1020443835 X 7322311 40581000 X false true true X true true X X X X false false false MORTON PLANT HOSPITAL ASSOCIATION INC 590624462 03 true 38442266 ST ANTHONY'S HOSPITAL INC 592043026 03 true 16541072 ST JOSEPH'S HOSPITAL INC 590774199 03 true 68674753 SOUTH FLORIDA BAPTIST HOSPITAL INC 590594631 03 true 5385787 BAYCARE HOME CARE INC 593582520 03 false 6929235 TRUSTEES OF MEASE HOSPITAL INC 590855412 03 true 28455212 JOHN KNOX VILLAGE OF TAMPA BAY INC 591377711 09 false 1369383 MORTON PLANT MEASE HEALTH SERVICES INC 592600684 03 false 2056888 BAYCARE BEHAVIORAL HEALTH INC 591371752 07 false 373644 BEHAVIORAL HEALTH MANAGEMENT SERVICES INC 593279573 03 false 1698595 MORTON PLANT MEASE PRIMARY CARE INC 593140335 09 false 1867240 11 171794075 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false true 500 false false true 304091 false true 72049 376640 false Part II B 1i Dues were paid to the Florida Hospital Association, the association uses a portion of the dues to conduct lobbying activities. 31398233 31398233 12363779 7246759 5117020 214970491 152682799 62287692 12406276 72343 12333933 111136878 HARBORVEST FUND 3538425 C MREP 228268 C PARK STREET 16275 C OAKTREE CAPITAL MGMT 5762790 F LSV EMERGING MARKETS 4068992 F MONDRIAN INT'L SMALL CAP 4631167 F BLACKSTONE 6679962 F CLARION LION 2944268 F SCHRODER 1387030 F FRANKLIN TEMPLETON 5166201 F NTGI S&P 500 11773104 F NTGI BOND FUND 7922373 F 54118855 DUE FROM AFFILIATES 711437750 DEFERRED COMPENSATION PLAN 7727885 DEFERRED COMPENSATION PLAN CP 41430 DEPOSITS 147459 719354524 62533 FMV SWAPS 60440076 SERP LIABILITY 13922333 DEFERRED COMPENSATION PLAN 7727885 DEFERRED COMPENSATION PLAN CP 41430 MULTI YEAR LEASE ARRANGEMENTS 679340 ABANDONED PROPERTY 684371 DEPOSITS 200 STATE TAXES PAYABLE 951390 84509558 207110892 199788581 7322311 -6172931 6813166 640235 7962546 7389637 -6172931 4303166 -1869765 9259402 197851490 197851490 207110892 -572909 -572909 200361490 200361490 199788581 Schedule D Supplemental Information Schedule D, Part XI, Line 8 Grants in net assets $2,500,000 Grant on 990 not on books $10,000 Income on books not on 990 $4,303,166 Total $6,813,166 Schedule D, Part XII, Line 2d Income on books not on 990 $4,303,166 Schedule D, Part XII, Line 4b Revenues netted with expenses $197,851,490 Schedule D, Part XIII, Line 4b Revenues netted with expenses $197,851,490 Grants in net assets $2,500,000 Grant on 990 not on books $10,000 Total $200,361,490 Central America and the Caribbean Program Services Insurance 27886000 Central America and the Caribbean Investments 12011000 East Asia and the Pacific Investments 4502000 Europe (including Iceland and Greenland) Investments 10065000 Middle East and North Africa Investments 81000 North America Investments 257000 Russia and the Newly Independent States Investments 98000 South America Investments 724000 South Asia Investments 29000 Sub-Saharan Africa Investments 23000 55676000 55676000 true false true true true false Part IV - Foreign Filings Line 4 and 5 BayCare was a shareholder of a passive foreign investment company or a qualified electing fund. BayCare also had an ownership interest in a foreign partnership during the tax year. Per the instuctions for form 8621 and 8865, BayCare did not meet the filing threshold for either form. true Global Health Ministry 3805 West Chester Pike Ste 100 Newtown Square PA 19073 233068656 501(c)(3) 30000 Annual support for Global Health Ministry Medical St Pete Beach -Wiffle Ball Tournament American Heart Association 11207 Blue Heron Blvd North Saint Petersburg FL 33716 135613797 501(c)(3) 10000 Heart walk donation Catholic Health East 3805 W Chester Pk Ste 100 NWTN SQ PA 19073 232929748 501(c)(3) 2500000 Net Asset Transfer Bless The Children 411 Cleveland St 195 Clearwater FL 33755 541650281 501(c)(3) 45788 Estimation Medical Supplies Support Medical Mission 4 0 Form 990, Schedule I Description of Organization's Procedures for Monitoring the Use of Grants BayCare Health System 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 true true false false false false false true false DENTON CROCKETT JR 424553 0 142110 0 125721 0 12250 0 8239 0 712873 0 25943 0 STEPHEN MASON 1054306 0 465686 0 1608047 0 12152 0 12874 0 3153065 0 519405 0 TOMMY INZINA 658687 0 266672 0 778514 0 21610 0 7588 0 1733071 0 183433 0 DENISE REMUS 263166 0 76592 0 462835 0 5512 0 6901 0 815006 0 119481 0 DIANE KAZMIERSKI 334006 0 110785 0 126591 0 12250 0 8748 0 592380 0 44635 0 TIM THOMPSON 364412 0 159154 0 10830 0 22334 0 8133 0 564863 0 0 0 CRAIG BRETHAUER 322256 0 100556 0 65580 0 12250 0 4550 0 505192 0 0 0 BRUCE FLAREAU 360778 0 99511 0 23827 0 74860 0 10222 0 569198 0 0 0 CYNTHIA DAVIS 245060 0 77250 0 8523 0 58223 0 7861 0 396917 0 0 0 CHRISTOPHER JENKINS 182395 0 20288 0 10221 0 9677 0 3762 0 226343 0 0 0 Supplemental Compensation Information Part I, Line 4a Denise Remus, PhD - received a severance payment in the amount of $268,198 during 2011. Part I, Line 4b Denton Crockett, Jr - Participated in a supplemental nonqualified deferred compensation plan. He became 100% vested in his benefits in 2011. He had $109,725 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $39,995 in 2011. Craig Brethauer - Participated in a supplemental nonqualified deferred compensation plan. He had $54,502 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $19,866 in 2011. Cynthia Davis - Participated in a supplemental nonqualified deferred compensation plan. She had $0 in benefits vest in 2011. She had $46,196 of nonvested benefits accrue during 2011. This amount is included in Part II Column C. Bruce Flareau - Participated in a supplemental nonqualified deferred compensation plan. He had $0 in benefits vest in 2011. He had $62,610 of nonvested benefits accrue during 2011. This amount is included in Part II Column C. Tommy Inzina - Participated in a supplemental nonqualified deferred compensation plan. He became 100% vested in his benefits in 2011. He had $763,994 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $278,476 in 2011. Diane Kazmierski - Participated in a supplemental nonqualified deferred compensation plan. She became 100% vested in her benefits in 2011. She had $118,711 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $43,270 in 2011. Stephen Mason - Participated in a supplemental nonqualified deferred compensation plan. He had $1,570,412 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $572,415 in 2011. Denise Remus - Participated in a supplemental nonqualified deferred compensation plan. She became 100% vested in her benefits in 2011. She had $173,409 in benefits vest in 2011. This amount is included in Part II (B)(iii) other compensation. The plan made cash distribution of $63,208 in 2011. Tim Thompson - Participated in a supplemental nonqualified deferred compensation plan. He had $0 in benefits vest in 2011. He had $14,984 of nonvested benefits accrue during 2011. This amount is included in Part II Column C. Supplemental Compensation Information Part I, line 7 80 percent of the incentive compensation for which an individual is eligible would be considered fixed based on the instructions. 20 percent would be considered non-fixed and is based on the discretion of the employee's immediate supervisor. PINELLAS COUNTY HEALTH FACILITIES AUTHORITY 592384219 72316MEY1 2009-04-09 200000000 SERIES 2009A: REFUND BONDS false false false PINELLAS COUNTY HEALTH FACILITIES AUTHORITY 592384219 72316MEQ8 2006-04-26 154430000 SERIES 2006B: REFUND BONDS false false false PINELLAS COUNTY HEALTH FACILITIES AUTHORITY 592384219 72316MDV8 2003-11-18 84263694 SERIES 2003A-1: REFUND BONDS false false false PINELLAS COUNTY HEALTH FACILITIES AUTHORITY 592384219 72316MEG0 2003-11-18 35950000 SERIES 2003A-2: REFUND BONDS false false false 0 0 200000000 0 0 0 1755850 375000 0 0 197869150 0 2010 true false 0 0 188625439 0 0 138947875 902721 2629943 0 0 46144899 0 2005 false true 55422202 0 84264127 0 0 0 756451 1482000 0 0 82025677 0 1996 true false 0 0 35950195 0 0 0 334150 976000 0 0 34640045 0 1996 true false false true true true true true 0.00000 0.00000 0.00000 true false true true true true true 0.00000 0.00000 0.00000 true 0 true 0 true false true true GOLDMAN SACHS BANK 29.6 false false false 0 false true false true true MORGAN STANLEY CAP 27.6 false false false 0 true false false false false 0 false 0 false true false true false 0 false 0 false true X PART VI SUPPLEMENTAL INFORMATION Schedule K - Part I (f) - Description of Purpose (A) 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 (B) 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 (C) SERIES 2006B: PRINCIPAL PURPOSE OF ADVANCE REFUNDING ALL OF THE OUTSTANDING PINELLAS COUNTY HEALTH FACILITIES AUTHORITY HEALTH SYSTEM REVENUE BONDS, BAYCARE HEALTH SYSTEM ISSUE, SERIES 2003 ISSUED FEBRUARY 19, 2003 (D) SERIES 2003A-1: 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 (E) 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. Schedule K, Part II, Line 3: The toal proceeds of the issue includes investment earnings as follows: Series 2010 - $6.26, Series 2006B - $1,183.81 and restructured escrow fund $34,194,254.69, Series 2003A-1 - $433.40, and 2003A-2 - $194.63 Schedule K, Part II, Line 12: THE ORGANIZATION DOES MAINTAIN ADEQUATE BOOKS AND RECORDS TO SUPPORT THE ALLOCATION OF PROCEEDS, HOWEVER A FINAL ALLOCATION IS NOT REQUIRED FOR REFUNDING ISSUES. Schedule K, Part III, Line 3a and 3c: 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. 97-13. Schedule K, Part III, Lines 4-6: 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 5: FOR ANY GROSS PROCEEDS INVESTED BEYOND AN AVAILABLE TEMPORARY PERIOD, THE INVESTMENTS ARE PROPERLY YIELD-RESTRICTED IN ACCORDANCE WITH THE ARBITRAGE RESTRICTIONS. CITY OF TAMPA FL 591101138 87515EAV6 2010-05-20 210212673 SERIES 2010: REFUND BONDS false false false 28730936 0 210212680 0 0 0 2195048 0 0 0 208017632 0 1998 true false 0 true false false false 0 false 0 false true Verizon Florida Inc See Part V 2333004 Telephone Fees false Telephone Fees Schedule L Part IV Michelle Robinson is a director of the filing organization as well as an officer of Verizon Florida, Inc. Part III and Part VI Part III, Program Services BayCare Health System, Inc. ("BayCare") is the administrator of a regional healthcare system encompassing hospitals and other health care facilities listed on Schedule R of this Form 990. As its mission, BayCare has adopted the following goals in administering the regional healthcare system: A. To reduce unnecessary duplication of services, technology, facilities and other capital expenditures by coordinating the delivery of health care services on a cost-effective basis; B. To establish a community-focused comprehensive delivery system to respond to the changing health care environment and to meet future health care needs of the population served; C. To expand access to health care to those individuals in underserved areas or who are otherwise unable to obtain adequate health care due to an inability to pay and to participate in activities designed to promote the health of such individuals; D. To reduce the cost of delivering health care services while enhancing the general quality of and access to health care furnished; E. To provide broad access to quality health care at the least possible cost; F. To construct, own, acquire, lease, manage, operate, provide and maintain hospitals, other health care facilities, nursing homes, congregate living facilities, clinics, infirmaries and other establishments and programs providing health care, surgery, treatment and services to all areas of the community, the sick, the aged, the disabled and infirm; G. To provide counseling, patient education, self care and home health care services for the sick, aged, disabled and infirm; H. To carry on any educational activities related to rendering care to the sick, injured and aged, or to the promotion of health, that in the opinion of the Board of Trustees may be justified by the facilities, personnel, funds and other requirements that are, or can be, made available; I. To promote and carry on scientific research related to the care of the sick and injured; J. To participate in joint or coordinated planning, service, development, and management operations and endeavors, experimental or otherwise, with other health care providers in order to lower costs and increase quality and accessibility of necessary health care services, and to engage in other operations, services or functions in health care and health care planning; K. To enter into arrangements with managed care organizations and other third party payors on behalf of members of the regional healthcare system to ensure the provision of high quality, cost-effective health care services to patients; L. To enable the members of the regional healthcare system to compete more effectively; M. To provide a means by which physicians may participate together with the members of the regional healthcare system in a lawful integrated delivery network providing broad geographic coverage of physicians, hospitals and other health care services that benefit the community as well as third-party payors; N. To construct, own, acquire, lease, manage, operate, provide and maintain any facilities, programs, goods and services (management or otherwise), and related activities, in furtherance of health care or health education, either directly or indirectly; O. To solicit, receive and manage state, federal, local and private grants, gifts, donations, devises and bequests, and to provide grants, loans, scholarships and donations, in furtherance of the aforementioned charitable projects and purposes, and to advance the quality and availability of health care services; AND P. To promote, support and enhance the mission, identity and purposes of each member of the regional healthcare system while accomplishing the foregoing purposes. Part VI, Line 2 - Description of Business Relationship Stephen Mason and Tommy Inzina are officers of the Organization, as well as Board members of a taxable entity, which is an affiliate of the filing Organization. Part VI, Line 6 - Description of Classes of Members or Stockholders The Corporate Members of the organization are Morton Plant Mease Health Care, Inc., Catholic Health East, and South Florida Baptist Hospital, Inc. Part VI, Line 7a - Description of Classes of Persons and the Nature of Their Rights The Board of Trustees is appointed by the Corporate Members as follows: Morton Plant Mease Health Care, Inc. appoints nine members, Catholic Health East appoints nine members, and South Florida Baptist Hospital, Inc. appoints two members. Each Corporate Member shall be entitled to one vote on any matter submitted to the Corporate Members for approval. The CEO serves ex-officio with vote. Part VI Part VI, Line 7b - Descr Classes of Persons, Decisions Requiring Appr & Type of Voting Rights There are reserved powers for the Corporate Members included in the Bylaws. See attached excerpt from Bylaws. 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 J0A. 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 CHE Entity shall be provided to CHE and, if such change, as a result of CHE being a Catholic entity, must be approved by the Corporate members of CHE, such change, regardless of whether it is substantive as a matter of civil law, shall be subject to the approval of CHE). 2. With respect to all CHE Entities: (a) Approval by CHE of any sale, long term lease, mortgage, encumbrance, or disposition of property of any of the CHE Entities constituting an "alienation" under principles of canon law. (b) Approval by CHE 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 CHE Entity shall be provided to CHE and, if such change, as a result of CHE being a Catholic entity, must be approved by the corporate members of CHE, such change, regardless of whether it is substantive as a matter of civil law, shall be subject to the approval of CHE). 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). Part VI, Line 11b - Describe the Process used by Management &/or Governing Body to Review 990 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 will be made available to the entire Board via a web portal. Part VI, Line 12c - Description of Process to Monitor Transactions for Conflicts of Interest 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. For Board members, the review of conflicts or potential conflicts occurs at the Board or committee level. After disclosure of the Board Member's or Committee Member's actual or potential conflict, the following procedures for addressing the conflict of interest will be adhered to by each Board and all Committees with Board delegated powers, without exception: 1. The interested Director or Committee member shall leave the Board or Committee meeting while the conflict of interest issue is discussed. 2. The remaining Board or Committee Members shall decide if a conflict of interest exists. 3. If a conflict of interest is deemed to exist: a. The Chairperson of the Board or Committee shall, if appropriate, appoint a disinterested individual or committee to investigate the proposed transaction or arrangement. b. 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. c. 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 Director or Committee Member shall not vote, participate in, influence or attempt to influence any determination or proceedings. The Director or Committee Member may, however, respond to questions posed by the Board or 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 Directors or Committee Members entitled to vote at a meeting at which a quorum was present. Any interested Director or Committee Member may not be counted in determining the existence of a quorum. For employees, the review of conflicts of interest or potential conflicts goes to the Conflict of Interest Determination Committee. This committee consists of 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. Part VI and Part VII Part VI, Lines 15a & 15b - Process used for Compensation Review and Approval 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 Administrative Officer & CFO, 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 2011, but the compensation committee regularly monitors compensation and all other procedures are followed annually. Part VI, Line 16b - Procedure to evaluate Joint Venture Arrangements The organization has a joint venture committee of subject matter experts who review potential arrangements with taxable joint ventures. Included in its review are a review for compliance with relevant tax laws and a review of whether the joint venture furthers the organization's exempt purpose. Part VI, Line 19 - How and If the Governing Documents, Conflict of Interest Policy and Financial Statements are Made Available to the Public The organization's financial statements are available through DAC for bond investors. Governing documents and policies are not available for public inspection. Form 990, Part VII, Section A, Column B - Estimated hours worked by officers, directors, trustees, key employees, and highest compensated employees at related entities: Alan Bomstein - Morton Plant Hospital Association, Inc. - 1 Alan Bomstein - Morton Plant Mease Health Care, Inc. - 1 Alan Bomstein - Trustees of Mease Hospital, Inc. - 1 Albert Whitaker - South Florida Baptist Hospital, Inc. - 1 Albert Whitaker - St. Joseph's Health Care Center, Inc. - 1 Albert Whitaker - St. Joseph's Hospital, Inc. - 1 Bruce Rodwell - South Florida Baptist Hospital, Inc. - 1 Bruce Rodwell - St. Joseph's Health Care Center, Inc. - 1 Bruce Rodwell - St. Joseph's Hospital, Inc. - 1 Ed Armstrong - Morton Plant Hospital Association, Inc. - 1 Ed Armstrong - Morton Plant Mease Health Care, Inc. - 1 Ed Armstrong - Trustees of Mease Hospital, Inc. - 1 Gladys Sharkey - South Florida Baptist Hospital, Inc. - 1 Gladys Sharkey - St. Anthony's Hospital, Inc. - 1 Gladys Sharkey - St. Joseph's Health Care Center, Inc. - 1 Gladys Sharkey - St. Joseph's Hospital, Inc. - 1 John Borreca - South Florida Baptist Hospital, Inc. - 1 John Borreca - St. Joseph's Health Care Center, Inc. - 1 John Borreca - St. Joseph's Hospital, Inc. - 1 Larry Morgan - Morton Plant Hospital Association, Inc. - 1 Larry Morgan - Morton Plant Mease Health Care, Inc. - 1 Larry Morgan - Trustees of Mease Hospital, Inc. - 1 Mahesh Amin - Morton Plant Hospital Association, Inc. - 1 Mahesh Amin - Morton Plant Mease Health Care, Inc. - 1 Mahesh Amin - Trustees of Mease Hospital, Inc. - 1 Mary Arghittu - John Knox Village of Tampa Bay, Inc. - 1 Mary Arghittu - South Florida Baptist Hospital, Inc. - 1 Mary Arghittu - St. Joseph's Health Care Center, Inc. - 1 Mary Arghittu - St. Joseph's Hospital, Inc. - 1 Odalys Lara - Morton Plant Hospital Association, Inc. - 1 Odalys Lara - Morton Plant Mease Health Care, Inc. - 1 Odalys Lara - Morton Plant Mease Primary Care, Inc. - 1 Odalys Lara - Trustees of Mease Hospital, Inc. - 1 Raymond Ferrera - Morton Plant Hospital Association, Inc. - 1 Raymond Ferrera - Morton Plant Mease Health Care, Inc. - 1 Raymond Ferrera - Morton Plant Mease Health Services, Inc. - 1 Raymond Ferrera - St. Joseph's Enterprises, Inc. - 1 Raymond Ferrera - Trustees of Mease Hospital, Inc. - 1 Robert Mcgivney - Morton Plant Hospital Association, Inc. - 1 Robert Mcgivney - Morton Plant Mease Health Care, Inc. - 1 Robert Mcgivney - Trustees of Mease Hospital, Inc. - 1 Stephen Mason - BayCare Home Care, Inc. - 1 Stephen Mason - Morton Plant Hospital Association, Inc. - 1 Stephen Mason - Morton Plant Mease Health Care, Inc. - 1 Stephen Mason - Morton Plant Mease Primary Care, Inc. - 1 Stephen Mason - St. Anthony's Hospital, Inc. - 1 Stephen Mason - Trustees of Mease Hospital, Inc. - 1 Thomas Egan - St. Anthony's Hospital, Inc. - 1 Tommy Inzina - BayCare Home Care, Inc. - 1 William West - South Florida Baptist Hospital, Inc. - 1 William West - St. Joseph's Health Care Center, Inc. - 1 William West - St. Joseph's Hospital, Inc. - 1 Part XI, Line 5 - Other changes in net assets Unrealized losses on investments ($6,172,931) Net assets transfered per JOA agreement ($8,258,000) Capital distribution $55,001,931 Grant on 990 not on books $10,000 Total $40,581,000 BayCare Ambulatory Services LLC 8452 118th Ave North Largo FL 33773 331205788 health srvcs FL 440221 711108 BayCare BayCare Integrated Service Center LLC 8731 Florida Mining Blvd Tampa FL 33634 453559404 procure/distr FL 2861127 12089120 BayCare BayCare Properties LLC 8452 118th Ave North Largo FL 33773 263201926 Real estate FL 0 41765 BayCare Baycare Laboratories LLC 8452 118th Avenue North Largo FL 33773 274598855 HEALTH SRVCS FL 0 549401 BayCare BayCare Physician Partners LLC 16255 Bay Vista Drive Clearwater FL 33760 452908908 CIN FL 0 -1341 BayCare BayCare Behavioral Health Inc 7809 Massachusetts Ave New Port Richey FL 34653 591371752 health srvcs FL 501(c)(3) 7 BayCare true South Florida Baptist Hospital Inc 301 N Alexander Street Plant City FL 33563 590594631 health srvcs FL 501(c)(3) 3 na false St Anthony's Hospital Inc 1200 Seventh Ave North St Petersburg FL 33705 592043026 health srvcs FL 501(c)(3) 3 na false St Joseph's Hospital Inc 3001 W Dr Martin Luther King Jr B Tampa FL 33607 590774199 health srvcs FL 501(c)(3) 3 na false BayCare Emergency Assist Program Inc 16255 Bay Vista Drive Clearwater FL 33760 592697770 emerg assist FL 501(c)(3) 9 BayCare true Trustees of Mease Hospital Inc 601 Main Street Dunedin FL 34698 590855412 health srvcs FL 501(c)(3) 3 MPMHC false BayCare Home Care Inc 8452 118th Ave North Largo FL 33773 593582520 home hlth srv FL 501(c)(3) 3 BayCare true Behavioral Health Management Srvcs Inc 900 Carillon Pkwy Suite 406 St Petersburg FL 33716 593279573 health srvcs FL 501(c)(3) 3 BCBH true John Knox Village of Tampa Bay Inc 4100 Fletcher Ave Tampa FL 33613 581377711 retire cmmnty FL 501(c)(3) 9 SJHCC false Morton Plant Hospital Association Inc 300 Pinellas Street Clearwater FL 33756 590624462 health srvcs FL 501(c)(3) 3 MPMHC false Morton Plant Mease Health Services Inc 8452 118th Ave N Largo FL 33773 592600684 health srvcs FL 501(c)(3) 3 MPMHC false Morton Plant Mease Primary Care Inc 300 S Park Place Blvd Ste 170 Clearwater FL 33759 593140335 health srvcs FL 501(c)(3) 9 MPMHC false BayCare Purchasing Partners LLC 8731 Florida Mining Blvd Tampa FL 33634 640950837 Group purch org FL BayCare related 6016 250325 false 143 true 0.00248 Care Ride LLC 4625 East Bay Drive Suite 105 Clearwater FL 33764 593565490 transport srvcs FL NA N/A Bay Vista Claims Service Inc 16255 Bay Vista Dr Clearwater FL 33760 743168200 claims admin FL BayCare C corp 0 341955 1.00000 BCHS Insurance Inc 720 West Bay Rd Buckingham Sqr Grand Cayman CJ KY1-1102 000000000 Insurance captive CJ BayCare C corp 584646 199618080 1.00000 false false true false true false false true false true true false false true false false true true BayCare Home Care Inc c 55001932 FMV BCHS Insurance Inc c 1032286 FMV Baycare Behavioral Health k 1343942 FMV BayCare Home Care Inc k 7046367 FMV Behavioral Health Management Services Inc k 374234 FMV Bay Vista Claims Services Inc n 89284 FMV BayCare Home Care Inc q 499922 FMV Behavioral Health Management Services Inc q 5549065 FMV BCHS Insurance Inc q 27886370 FMV Baycare Behavioral Health r 5543403 FMV Bay Vista Claims Services Inc r 86886 FMV