2012-08-14T12:02:17-07:00 2011-09-30 990 2010-10-01 592487136 Baptist Health System Inc BAPT 9042021797 3563 Philips Hwy Bld F Suite 608 Attn Mike Lee Jacksonville FL 322075663 Mike Lukaszewski 9042022852 2012-08-14 2010 2016-02-24 21:20:13Z X A Hugh Greene 800 Prudential Dr Jacksonville FL 32207 392109 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 475079 350909 111321 41200 586400 392109 1724000 0 0 0 -6476 -5577 0 0 0 7205966 10647260 8923490 10641683 -8337090 -10249574 116343438 99409143 73227638 47819231 43115800 51589912 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 9677054 0 392109 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 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 or owner 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 9677054 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 0 0 0 1 2 0 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 1 1 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 935923 406991 M C Harden III 2 X X 0 0 0 Jack R Groover MD 2 X 0 0 0 Preston H Haskell 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 18043 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 1391 0 John H Williams Jr 2 X 0 0 0 John F Wilbanks 0 X 0 520205 182738 Michael Lukaszewski 0 X 0 504752 47190 Keith L Stein MD 0 X 0 486688 86605 Harvey Granger 0 X 0 441702 171606 0 2908704 895130 0 0 1 0 0 0 0 350909 350909 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Gains-investment in Premier Purchasing 622000 41200 41200 0 0 0 0 0 0 41200 392109 392109 0 0 0 0 0 0 0 0 0 0 -5577 0 -5577 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 465365 4254 461111 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 Loss on investment in PHS, Inc. 10181895 9672800 509095 0 0 0 0 0 10641683 9677054 964629 0 0 0 70216296 45855983 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 44381131 51751632 0 0 1746011 1801528 116343438 99409143 2340438 3672746 0 0 0 0 0 0 0 0 0 0 0 0 0 0 70887200 44146485 73227638 47819231 X 43115800 51589912 0 0 0 0 43115800 51589912 116343438 99409143 X -10249574 18723686 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 Ctr 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 3001800 6 3001800 Long-term investment in PHS, Inc. 51751632 F 51751632 0 Advances from affiliated organizations 43772579 Deferred comp/insurance 373906 44146485 392109 10641683 -10249574 0 0 0 0 0 0 -10249574 392109 0 0 0 0 0 392109 0 0 0 392109 10641683 0 0 0 0 0 10641683 0 0 0 10641683 SchD_P10_S00_L02 Schedule D, Part X, Line 2 Deferred income taxes, which as of September 30, 2011 and 2010, 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, 2011 and 2010, BHS had deferred tax assets of $15.9 million and $16.5 million, 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 $15.9 million and $16.5 million allowance at September 30, 2011 and 2010, 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 $635 million. At September 30, 2011, BHS has available net operating loss carryforwards of $42.2 million, of which $1.1 million expires at the start of fiscal year 2012. X X X X 0 1 0 0 0 0 0 0 0 A Hugh Greene 0 635023 0 270900 0 30000 0 392827 0 14164 0 1342914 0 0 John F Wilbanks 0 367392 0 137813 0 15000 0 169216 0 13522 0 702943 0 0 Harvey Granger 0 327477 0 99225 0 15000 0 153278 0 18328 0 613308 0 0 Keith L Stein MD 0 359713 0 114975 0 12000 0 73565 0 13040 0 573293 0 0 Michael Lukaszewski 0 345772 0 143980 0 15000 0 33730 0 13460 0 551942 0 0 SchJ_P01_S00_L04 Schedule J, Part I, Line 4 Baptist Health System, Inc. 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 benefits under the executive SERP during 2011: A. Hugh Greene, $362,706, John F. Wilbanks, $140,879, Harvey Granger, $124,136, and Keith L. Stein, $47,537. These amounts were 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 On March 7, 2012, an additional independent voting member of the governing body was elected so that, on and after such date, there are seven (7) of thirteen (13) members who are independent. 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 While the organization's governing body did not review the Form 990, all of the members of the Executive Committee of the Board of Directors reviewed it prior to its filing. The Executive Committee of the Board consists of seven (7) members of the organization's Board of Directors and is authorized by its Bylaws to act on behalf of the organization's Board of Directors. F990_P06_S0B_L12c Form 990, Part VI, Section B, Line 12c The Board of the organization has 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 counry. These health systems are generally the same size as BHS, considering revenue and other appropriate indicators. The group of comparator companies that is derived on the above stated paramaters 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's performance and executive compensation such that if the health system and 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 minutes 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) Net transfers from affiliated organizations, $18,712,688, (2) Change in valuation of Premier Purchasing Partners investment, $10,998. 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 A Ste 106 Jax FL 32207 592059710 Physician practices/retail pharmacies FL N/A C 1 Baptist Medical of Clay Inc 3563 Philips Hwy Bldg A Ste 106 Attn Mike Lee Jacksonville FL 32207 753198121 A development-stage company FL N/A C 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 Baptist Health System Foundation Inc b 3001800 Cash Baptist Health System Foundation Inc l 2423629 Cash Southern Baptist Hospital of Florida Inc q 29753110 Cash Baptist Health Properties Inc q 6702328 Cash Pavilion Health Services Inc q 1631937 Cash Baptist Medical Center of the Beaches Inc q 525711 Cash Baptist Medical Center of Nassau Inc r 9242132 Cash Baptist Medical Center of the Beaches Inc r 5114148 Cash Baptist Health Ambulatory Services Inc r 208867 Cash