2013-08-08T07:26:34-05:00 2012-09-30 DELOITTE TAX LLP 201 E KENNEDY BLVD SUITE 1200 TAMPA FL 336024990 990 2011-10-01 650267668 BAPTIST HEALTH SOUTH FLORIDAINC % FINANCE DEPARTMENT BAPT 7866627000 6855 RED ROAD CORAL GABLES FL 331433632 WENDY GREENLEAF 2013-08-06 8132738355 2011 2016-02-24 21:20:13Z BRIAN E KEELEY 6855 RED ROAD SUITE 600 CORAL GABLES FL 331433632 3204885070 false X WWW.BAPTISTHEALTH.NET X 1991 FL SEE STATEMENT 1 30 30 3117 0 370779 -21283 278167446 148111325 462551700 532017143 117311268 51693941 33504888 45752127 891535302 777574536 0 0 0 0 233327977 250662870 0 0 0 298492232 376999475 531820209 627662345 359715093 149912191 2841525127 3259064781 916690933 1044979563 1924834194 2214085218 X THE MISSION OF BAPTIST HEALTH IS TO IMPROVE THE HEALTH AND WELL-BEING OF INDIVIDUALS, AND TO PROMOTE THE SANCTITY AND PRESERVATION OF LIFE, IN THE COMMUNITIES WE SERVE. BAPTIST HEALTH IS A FAITH-BASED ORGANIZATION GUIDED BY THE SPIRIT OF JESUS CHRIST AND THE JUDEO-CHRISTIAN ETHIC. WE ARE COMMITTED TO MAINTAINING THE HIGHEST STANDARDS OF CLINICAL AND SERVICE EXCELLENCE, ROOTED IN THE UTMOST INTEGRITY AND MORAL PRACTICE. CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, COMPASSIONATE HEALTHCARE SERVICES TO ALL, REGARDLESS OF RELIGION, CREED, RACE OR NATIONAL ORIGIN, INCLUDING, AS PERMITTED BY ITS RESOURCES, CHARITY CARE TO THOSE IN NEED. false false 505416355 577980214 Consistent with our spiritual foundation, Baptist Health South Florida and its affiliates (Baptist Health) are dedicated to providing high-quality, cost-effective, compassionate healthcare services to all, including, as permitted by our resources, charity care to those in need. During the fiscal year ended September 30, 2012, Baptist Health provided patient services to the South Florida area with 72,681 adult admissions, 343,334 patient days, and 292,795 emergency room visits. During that same time period, urgent care visits totaled 209,886, outpatient surgery cases 46,616, and other outpatient visits were 483,973 system-wide. As of September 30, 2012 the system had 1,728 licensed beds comprised of 1,274 routine general medical surgical, 140 obstetrics, 74 neonatal intensive care unit, 57 pediatrics, 112 intensive care, 23 rehabilitative, and 48 for an alcohol treatment program. In total Baptist Health provided more than $347,827,945 in community benefit during its 2012 fiscal year. We provided charity care valued at $95,229,000 as well as $194,366,000 in uncompensated services. The estimated cost of providing charity services and uncompensated services is based on recent historical cost-to-charge ratios for charity patients and Medicaid patients from BHSF's cost accounting system, applied to the current period gross uncompensated charges associated with providing care to charity and Medicaid patients. We also contributed $23,428,000 to the indigent care fund and expended $6,146,000 for educational programs, screenings, corporate sponsorships and donations. Free community health and wellness programs covered topics ranging from insomnia and food safety to diabetes and weight control. In addition, Baptist Health provided free screenings for cholesterol, blood pressure, body composition and osteoporosis. Baptist Health also helped those in need of primary care services by donating approximately $2,044,000 to neighborhood clinics such as the Open Door Health Center in Homestead, the South Miami Children's Center in South Miami and the Good Health Clinic in Tavernier. We spent $15,074,000 paying physicians who provide care to our community members in need. Additionally, we provided $2,091,000 in continuing medical education and $4,327,000 in chaplaincy during the year ended September 30, 2012. Fulfilling our mission to provide compassionate care to the entire community isn't only about assisting those in financial need. It is also about supporting services that lose money but are essential to our community. In 2007, Baptist Health invested approximately $136,000,000 in building a replacement hospital for Homestead Hospital, and in 2011, Baptist Health built a new hospital in the underserved West Kendall area at a cost of $193,000,000 . Both Homestead Hospital and West Kendall Baptist Hospital operate at a loss, but Baptist Health continues to operate these hospitals because they fill an important community need for quality healthcare. Additionally Baptist Health has invested substantial funds to harden its facilities to withstand a category 5 hurricane for the protection of our patients and neighbors. In addition to the health-related benefits listed above, Baptist Health also has a significant and positive financial impact on our community. We directly employ more than 15,000 individuals and indirectly create another 34,000 jobs. As South Florida's largest private employer, Baptist Health is taking a leadership role by committing to the environmentally responsible, energy-efficient design and function of our facilities. Our new West Kendall Baptist Hospital is certified as a green building through the Leadership in Energy and Environmental Design (LEED) program for the US Green Building Councils. This commitment applies to our day-to-day operations, as well, from the supplies we purchase to the vehicles we use. In accordance with our faith-based mission, Baptist Health South Florida and its affiliates are committed to making a significant, positive impact on the community it serves. 505416355 true true false true false false false false false false true false false true true true false true false false true false false false false false false false false true true true false false false false false false false false false false false false false true true true true false false true X 1410 0 true 14825 true true true true CJ false false false false false false false false false false false X 30 30 false false false false false false false true true false false true true true true true true true true true false CA FL IL NY NC X X FINANCE DEPARTMENT 7866627000 6855 RED ROAD SUITE 200 CORAL GABLES FL 331433632 X GEORGE CORRIGAN 2.0 X REV WILLIAM L CHAMBERS III 2.0 X 1840 JOHN SCOTT WESTON 2.0 X 2909 JUDGE ROBERT DUBE 2.0 X CHARLES M HOOD III 2.0 X GEORGE P HARTH 2.0 X 48 MRS ROBERTA STOKES 2.0 X 116 WENDELL R BEARD 2.0 X 723 NORMAN M KENYON MD 2.0 X DR MARCOS A RAMOS 2.0 X REV WILNER MAXY 2.0 X REV DR WILLIAM W WHITE 2.0 X 325 REV RICHARD LEDGISTER 2.0 X PAUL D MAY 2.0 X REV DAVID W CLEELAND 2.0 X JAY A HERSHOFF ESQ 2.0 X 8521 REV TOM THOMPSON 2.0 X GEORGE E CADMAN III 2.0 X 97 W PETER TEMLING 2.0 X 86 WILLIAM DICKINSON 2.0 X HERBERT H GREENE MD 2.0 X 817 JAMES CARR 2.0 X 699 CALVIN BABCOCK 2.0 X TONY ALONSO 2.0 X 556 RONALD A SHUFFIELD 2.0 X AIDA SHAFER 2.0 X BILL TILLETT 2.0 X 1441 GARY JOHNSON 2.0 X RUDY KRANYS 2.0 X YERBY T BARKER 2.0 X JOYCE ELAM 2.0 X GEORGE FOYO 50.0 X 662579 0 48795 D WAYNE BRACKIN 50.0 X 969797 0 154617 RALPH LAWSON 50.0 X 1076628 0 186868 BRIAN KEELEY 50.0 X 2100004 0 31091 JOHN ZVIJAC MD 50.0 X 1457313 0 34971 JOHN URIBE MD 50.0 X 1342396 0 49256 KEITH HECHTMAN MD 50.0 X 1087501 0 36684 THOMAS SAN GIOVANNI 50.0 X 1189798 0 29068 RICHARD LEVITT 50.0 X 1195748 0 34242 11099942 0 605592 470 false true false SIEMENS HEALTH SERVICES P O BOX 120001 DEPT 0733 DALLAS TX 75312 SOFTWARE SUPPORT 8589412 MMODAL PO BOX 102467 ATLANTA GA 30368 TRANSCRIPTION SVCS 4030372 QUALITY SYSTEM INC P O BOX 809390 CHICAGO IL 60680 IT SERVICES 2484832 DELOITTE TOUCHE LLP 200 BISCAYNE BLVD STE 400 MIAMI FL 33131 AUDIT FEES 1514000 THE MIAMI HERALD P O BOX 93 RALEIGH NC 27602 DIGITAL MARKETING 1459007 160 148111325 148111325 MANAGEMENT FEES 561300 531807294 531807294 PARTNERSHIP INCOME 541900 42078 42078 PHARMACY 446110 167771 167771 532017143 70541694 70541694 0 0 1059712 1653353 -593641 -593641 -593641 2406739816 69612 2425308899 348282 -18569083 -278670 -18847753 -18847753 0 0 0 MISCELLANEOUS REVENUE 900099 3262514 2933813 328701 PHYSICIAN PRACTICE 621110 40637802 40637802 CHILDCARE REVENUE 624410 2051362 2051362 394090 11393 382697 46345768 777574536 577441664 370779 51650768 0 0 0 0 5373711 5373711 0 188438293 164740203 23698090 8058869 6608273 1450596 35887686 29427903 6459783 12904311 10581535 2322776 0 4092526 2046263 2046263 1123644 1123644 0 0 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SOUTH FLORIDA FOUNDATION INC 591923401 07 true true true 0 SOUTH MIAMI HOSPITAL INC 590872594 03 true true true 0 HOMESTEAD HOSPITAL INC 650232993 03 true true true 0 MARINERS HOSPITAL INC 591987355 03 true true true 0 DOCTORS HOSPITAL INC 043775926 03 true true true 0 WEST KENDALL BAPTIST HOSPITAL INC 522438452 03 true true true 0 BAPTIST OUTPATIENT SERVICES INC 562290370 03 true true true 0 8 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X 0 0 367500 367500 367500 367500 505416355 2765636172 505783855 2766003672 1000000 1000000 250000 250000 false 1000000 1000000 1000000 1000000 4000000 6000000 251500 396000 450000 367500 1465000 250000 250000 250000 250000 1000000 1500000 0 0 0 0 0 55072082 55072082 63415000 12438680 50976320 13302330 7971279 5331051 125373561 88780837 36592724 127964211 91471627 36492584 184464761 INVESTMENT IN AFFILIATE 180345704 DUE FROM AFFILIATES 466024677 ACCRUED INTEREST RECEIVABLE 15057602 DEFERRED BOND ISSUE COSTS 1775841 DEPOSITS 58337 OTHER CURRENT ASSETS 1630827 OTHER INVESTMENTS 493444 FLORIDA FOUNDATION, INC. 8524573 673911005 0 OTHER LIABILITIES 3416693 POST RETIREMENT BENEFITS LONG-TERM 9839219 DUE TO AFFILIATES 578735776 SELF INSURANCE RESERVE 455188 CURRENT PORTION OF LONG TERM DEBT 0 2011 TAXABLE BONDS 250000000 NOTES PAYABLE 29982572 872429448 777574536 627662345 149912191 203946946 -76340096 127606850 277519041 896825020 261471094 261471094 635353926 142220610 142220610 777574536 619305979 2310260 2310260 616995719 10666626 10666626 627662345 SCHEDULE D PART XI LINE 8 OTHER CHANGES TO NET ASSETS DESCRIPTION AMOUNT CONTRIBUTIONS FROM AFFILIATES -147,921,397 BOOK TO TAX DIFFERENCES FROM INVESTMENT IN PARTNERSHIPS 3,390,527 EQUITY IN AFFILIATES 68,190,774 _______________ TOTAL -76,340,096 SCHEDULE D PART XII LINE 2D OTHER REVENUE INCLUDED IN BOOKS BUT NOT IN FORM 990 DESCRIPTION AMOUNT EQUITY IN AFFILIATES 68,190,774 NET UNREALIZED GAIN/LOSS 203,946,946 INVESTMENT MANAGEMENT FEES -10,666,626 ___________ TOTAL 261,471,094 SCHEDULE D PART XII LINE 4B OTHER REVENUE IN FORM 990 NOT IN BOOKS DESCRIPTION AMOUNT LOSS ON DISPOSAL OF ASSETS -278,670 RENTAL EXPENSES -1,653,353 CONTRIBUTIONS FROM AFFILIATES 147,921,397 BOOK TO TAX DIFFERENCES FROM INVESTMENT IN PARTNERSHIPS -3,768,764 ____________ TOTAL 142,220,610 SCHEDULE D PART XIII LINE 2D OTHER EXPENSES IN BOOKS, BUT NOT IN FORM 990 DESCRIPTION AMOUNT RENTAL EXPENSES 1,653,353 LOSS ON DISPOSAL OF ASSETS 278,670 BOOK TO TAX DIFFERENCES FROM INVESTMENT IN PARTNERSHIPS 378,237 __________ TOTAL 2,310,260 SCHEDULE D PART XIII LINE 4B OTHER EXPENSES IN FORM 990 BUT NOT IN BOOKS DESCRIPTION AMOUNT INVESTMENT MANAGEMENT FEES 10,666,626 __________ TOTAL 10,666,626 SCHEDULE D PART X LINE 2 FIN 48 (ASC 740) FOOTNOTE As of September 30, 2012 and 2011, BHSF had no material unrecognized tax positions. Central America and the Caribbean Program Services MARKETING 474827 South America Program Services MARKETING 98636 North America Program Services MARKETING 5000 Europe (Including Iceland and Greenland) Program Services MARKETING 11600 South Asia Program Services MARKETING 5000 Europe (Including Iceland and Greenland) Investments INVESTMENT FEES 441705 1036768 1036768 true false false false false false SCHEDULE F PART I LINE 3 METHOD OF ACCOUNTING - ACCRUAL X true true X X X X X false true false false false false false true false GEORGE FOYO 420022 0 228248 0 14309 0 42661 0 6134 0 711374 0 4598 0 D WAYNE BRACKIN 522387 0 434941 0 12469 0 120635 0 33982 0 1124414 0 165091 0 RALPH LAWSON 554081 0 476445 0 46102 0 172399 0 14469 0 1263496 0 179842 0 BRIAN KEELEY 884386 0 1191657 0 23961 0 0 0 31091 0 2131095 0 348160 0 JOHN ZVIJAC MD 1240901 0 214012 0 2400 0 12464 0 22507 0 1492284 0 0 0 JOHN URIBE MD 1336281 0 0 0 6115 0 11443 0 37813 0 1391652 0 0 0 KEITH HECHTMAN MD 990773 0 92986 0 3742 0 10601 0 26083 0 1124185 0 0 0 THOMAS SAN GIOVANNI 798450 0 388948 0 2400 0 9241 0 19827 0 1218866 0 0 0 RICHARD LEVITT 890765 0 302583 0 2400 0 11606 0 22636 0 1229990 0 0 0 EXECUTIVE COMPENSATION SCHEDULE J, PART I, LINE 1a Baptist Health executives are provided with a common set of perquisites that are typical of other responsible not-for-profit organizations to enable them to more effectively conduct their business. These benefits are deemed by the Compensation Committee to be appropriate and conservative. Perquisites are generally limited to auto and cell phone allowances which are fully taxable to the executive. Other perquisites provided to executives, such as paid time off or reimbursement for relevant educational expenses, are offered to all employees in accordance with enterprise-wide policies and procedures. Business travel for executives on commercial airlines is limited to coach fares (an upgrade to the next available class of service, e.g., business class, may be permitted when the flight duration is in excess of five hours or an overnight accommodation can be avoided). Chartered plane travel, spousal travel, luxury residences for personal use, health, country or social club dues and personal services (such as maid, chauffeur, chef, landscaper) are not provided (or reimbursed) to Baptist Health executives. SCHEDULE J PART I, QUESTION 7 Key executives who control significant assets or who have a major impact on operations may earn incentive pay. The purpose of incentive pay is to focus executive action on key "performance thresholds" and corporate goals that are approved by the Board's Compensation Committee. The achievement of these goals requires extraordinary effort, commitment and achievement. The incentive component of the executive's total compensation is variable and totally at risk, depending upon the achievement of the agreed-upon goals. SCHEDULE J PART I, LINE 4B As part of the Baptist Health South Florida executive benefit plan, executives are eligible to allocate a portion of their flexible spending allowance to a Supplemental Survivor Accumulation Benefit (SSAB) account. The SSAB is a life insurance product that provides a deferred retirement benefit for the executive or a death benefit for the executive's survivors. Contributions to the SSAB may be made annually to the participant's account. All contributions accumulate, along with investment earnings, for the period the executive participates. The executive does not have access to the contributions made or the related investment income, all of which is subject to substantial risk of forfeiture. Pursuant to the SSAB plan guidelines, this benefit is terminated upon an executive reaching age 65, however, payment can be deferred to a date at least two years after reaching age 65 but no later than 68. At that time the entire amount accumulated is paid out in a lump sum. SCHEDULE J Annually, as part of the Baptist Health South Florida Executive Benefit Plan, executives defer a portion of their flexible benefit allowance and at least 50% of their long-term incentive awards into a Capital Accumulation Account ("CAA") established for each participant. Most of the executives use the funds from the CAA to help fund retirement. The amounts credited to each participant's CAA must be deferred for a minimum of two years and are subject to substantial risk of forfeiture until paid. However, when a participant attains age 66 during a plan year, the amounts credited to their CAA during that plan year and all future years may no longer be deferred and must be paid out to the executive in the year credited. Brian Keeley, President and Chief Executive Officer of Baptist Health South Florida, is currently over age 65. As such, in accordance with the Baptist Health Executive Benefit Plan, he is no longer able to defer any amounts credited to his CAA. For calendar year 2011, Mr. Keeley's CAA account balance was $223,892 and was paid to him throughout the year. This amount was reported as taxable wages on his 2011 Form W-2 and appears as bonus and incentive compensation on Schedule J of Form 990. Additionally during calendar year 2011, Mr. Keeley received a $348,160 payout from amounts previously deferred in his CAA during his 38 year career at Baptist Health and reported as such on prior years' 990s. This amount was reported as taxable wages on his 2011 Form W-2 and appears as bonus and incentive compensation on Schedule J of Form 990. CITY OF SOUTH MIAMI HEALTH FACILITIES AUTHORITY 650641181 838810BY4 2007-05-16 821957518 2007 BONDS - SEE PART VI false false false 49230000 0 856247594 0 0 265144419 4746000 0 0 258105496 280334681 51288637 true true false true false false true true true true 0.00000 0.00000 0.00000 true false false false 0 true MORGAN STANLEY 2.96 true true false X DESCRIPTION OF BOND PROCEEDS SCHEDULE K, PART I COLUMN (F) The proceeds of the 2007 bonds are being used for the costs of acquiring, constructing, renovating, rehabilitating and equipping certain health care facilities of BHSF, refunding bonds issued 3/16/1993, 11/29/1995, 11/10/1998, 1/28/2003 and 8/12/2004 and paying certain expenses incurred in connection with the issuance of the 2007 Bonds. Schedule K Part IV Line 5 All such amounts have been appropriately yield restricted. Schedule K PART I & II Differences between the issue price (Part I) and total proceeds (Part II, Schedule K PART V Revisions to the Baptist Health South Florida, Inc. Bond Compliance manuals were finalized after the end of fiscal year 2012. FORM 990 PART VI QUESTION 15 PERFORMANCE-BASED EXECUTIVE COMPENSATION The South Florida market for highly competent healthcare executives reflects a very competitive environment for qualified executives. It is comprised of large, national, for profit chains and not-for-profit hospital systems and stand-alone hospitals. The Board of Trustees of Baptist Health South Florida seeks executives of vision and leadership to carry out the organization's faith-based mission of quality care and community service. The Board expects these executives to provide leadership that will place Baptist Health among the best healthcare systems in the nation for quality and excellence. The Board expects executives to demonstrate integrity and loyalty in the performance of their duties and to adhere to Baptist Health Conflict of Interest Policy, Executive Code of Conduct and all compliance/ethics policies. Executive compensation is considered the foundation to attract and retain executives with the talent, experience and character to meet these expectations. The Board's Compensation Committee is comprised exclusively of independent Board members who serve voluntarily without any remuneration, and who must adhere to a stringent conflict of interest policy that precludes them or their families from doing business with Baptist Health. The Committee is responsible for reviewing the performance and approving the compensation for executives. The term "compensation" includes salaries, benefits and incentives. The Compensation Committee annually engages a nationally-recognized, independent consultant to conduct compensation surveys and to advise the Board on compensation policies. The Compensation Committee decisions are based on the following: 1.Total Compensation Package Recruitment and retention of capable, productive executives is accomplished through design of a total compensation package that includes a base salary, at-risk incentive pay, and benefits. It is the objective of Baptist Health to ensure a consistent compensation philosophy across all employee and leadership levels that rewards outstanding performance using a cash plus employee benefits package targeting the 75th percentile. Base salaries of fully productive executives are indexed to the median (50th percentile) salary paid by similar healthcare organizations. Incentive pay for superior achievement provides the opportunity for total cash compensation at the 75th percentile of the executive's peer group if the executive exceeds his/her performance metrics. 2.Performance-based Salary Increases One of the key elements of Baptist Heath's executive compensation philosophy is "pay for performance." Salary increases are based upon the degree to which each executive achieves his/her individual performance objectives for the year, which are tied to corporate objectives. Generally these objectives relate to clinical quality; patient, physician and community satisfaction; charity care and mission goals; financial performance and expense management. Individual and group performance against these objectives is reviewed by the Compensation Committee and Board of Trustees annually after the close of the fiscal year. 3.Market-based Salary Increases The Board's Compensation Committee reviews the market value of executive positions annually to assure that Baptist Health's pay levels are competitive. The independent consultant, selected by the Compensation Committee, obtains executive salary information for functionally comparable positions at healthcare institutions of comparable size within Florida and the United States. Baptist Health's peer group is comprised of other complex not-for-profit hospital systems of similar size ($2.32 billion in revenues; 15,000 employees), scope (6 hospitals, more than a dozen outpatient centers and a large international service). The peer group does not include for-profit hospitals, whose compensation practices are far more generous (and include such things as stock options and equity/ownership interests). 4.No Guaranteed Salary Increases There is no guarantee of annual executive salary increases. Salary increases depend upon the organization's ability to pay, the executive's salary in relation to the market, the executive's performance level, and internal pay relationships to peers. 5.At-Risk Incentive Pay Key executives who control significant assets or who have a major impact on operations may earn incentive pay. The purpose of incentive pay is to focus executive action on key "performance thresholds" and corporate goals that are approved by the Board's Compensation Committee. The achievement of these goals requires extraordinary effort, commitment and achievement. The incentive component of the executive's total compensation is variable and totally at risk, depending upon the achievement of the agreed-upon goals. 6.Perquisites Baptist Health executives are provided with a common set of perquisites that are typical of other responsible not-for-profit organizations to enable them to more effectively conduct their business. These benefits are deemed by the Compensation Committee to be appropriate and conservative. Perquisites are generally limited to auto and cell phone allowances which are fully taxable to the executive. Other perquisites provided to executives, such as paid time off or reimbursement for relevant educational expenses, are offered to all employees in accordance with enterprise-wide policies and procedures. Business travel for executives on commercial airlines is limited to coach fares (an upgrade to the next available class of service, e.g., business class, may be permitted when the flight duration is in excess of five hours or an overnight accommodation can be avoided). Chartered plane travel, spousal travel, luxury residences for personal use, health, country or social club dues and personal services (such as maid, chauffeur, chef, landscaper) are not provided (or reimbursed) to Baptist Health executives. FORM 990 PART VI QUESTION 12 employee conflict of interest AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH SOUTH FLORIDA, INC. AND ITS AFFILIATES ("BHSF"), IN THE OUTCOME OF A DECISION OVER WHICH THE EMPLOYEE HAS CONTROL OR INFLUENCE. FOR THE PURPOSES OF THIS POLICY, IT IS PRESUMED THAT MANAGERS HAVE CONTROL OR INFLUENCE OVER ANY DECISION AFFECTING A MATTER FOR WHICH A MANAGER HAS RESPONSIBILITY. A PERSONAL INTEREST EXISTS WHEN AN EMPLOYEE OR A MEMBER OF HIS OR HER FAMILY STANDS TO DIRECTLY OR INDIRECTLY OBTAIN FINANCIAL GAIN AS A RESULT OF A DECISION. THIS POLICY IS INTENDED FOR ALL EMPLOYEES IN ORDER THAT THEY MAY UNDERSTAND, IDENTIFY, MANAGE AND APPROPRIATELY DISCLOSE THOSE TRANSACTIONS WHICH COULD RESULT IN AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST. IN ACCORDANCE WITH OUR CODE OF ETHICS, HIGH ETHICAL STANDARDS MUST BE OBSERVED IN THE NEGOTIATION AND EXECUTION OF ALL BUSINESS ACTIVITIES CONDUCTED AT, BY OR WITH BHSF. ANY DECISIONS MADE BY BHSF EMPLOYEES MUST BE MADE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, WITH THE BEST ORGANIZATIONAL INTERESTS OF BHSF AS THE HIGHEST PRIORITY AND WITHOUT REGARD TO THE PERSONAL GAIN OR INTEREST OF ANY OTHER PERSON OR ENTITY. LIKEWISE, THE APPEARANCE OF ANY SUCH IMPROPER INFLUENCE ON ANY DECISIONS SHOULD BE CONSCIOUSLY AVOIDED. EMPLOYEES SHOULD ALSO ADHERE TO POLICY 828 WHICH PROHIBITS VENDOR SPONSORED TRAVEL AND POLICY 829 LIMITING ACCEPTANCE OF PERSONAL HONORARIUMS AND POLICY 831 WHICH PROVIDES LIMITATIONS AND GUIDELINES ON PHILANTHROPIC SOLICITATION OF VENDORS. A POTENTIAL OR PERCEIVED CONFLICT OF INTEREST MAY EXIST IRRESPECTIVE OF THE INTENT OF THE EMPLOYEE. FORM 990, PART VI, QUESTION 12 BOARD CONFLICT OF INTEREST BAPTIST HEALTH AND ITS AFFILIATES HAVE A STRONG AND ROBUST CONFLICT OF INTEREST POLICY. THE POLICY IS MEANT TO ENSURE THAT EACH VOTING MEMBER OF THE BOARD OF TRUSTEES GOVERNS THE AFFAIRS OF BAPTIST HEALTH WITH HONESTY AND INTEGRITY AND MAKES DECISIONS FOR THE BENEFIT OF BAPTIST HEALTH. VOTING BOARD MEMBERS MAY NOT BE EMPLOYED BY BAPTIST HEALTH NOR ENGAGED TO PROVIDE SERVICES TO BAPTIST HEALTH IN EXCHANGE FOR CASH COMPENSATION. CONFLICT FREE DECISION MAKING EXTENDS BEYOND THE BOARD MEMBERS AND PROHIBITS TRANSACTIONS THAT MIGHT BENEFIT (I) THE PRIVATE INTEREST OF A MEMBER OR HIS OR HER FAMILY (II) AN ORGANIZATION CONTROLLED BY A MEMBER OF HIS OR HER FAMILY (III) AN ORGANIZATION IN WHICH A MEMBER OR HIS OR HER FAMILY HAS A MATERIAL INTEREST, ARE PROHIBITED. SINCE THE APPEARANCE OF A CONFLICT OF INTEREST MAY BE AS DAMAGING TO BAPTIST HEALTH'S REPUTATION AS ACTUALLY PERMITTING A CONFLICT TO EXIST, EACH BOARD MEMBER HAS A CONTINUING OBLIGATION TO DISCLOSE ANY POTENTIAL CONFLICTS. THIS CONTINUING OBLIGATION IS SUPPLEMENTED BY AN ANNUAL CERTIFICATION THAT THE BOARD MEMBER IS FREE FROM ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE ANNUAL CERTIFICATION IS REVIEWED BY THE VICE PRESIDENT OF COMPLIANCE WHO REPORTS DIRECTLY TO THE BOARD. POTENTIAL CONFLICTS ARE FURTHER REVIEWED BY THE BOARD'S ETHICS COMMITTEE. IF A CONFLICT DOES EXIST, THE CONFLICTED BOARD MEMBER MAY BE REQUIRED TO (I) RESIGN FROM THE BOARD OR (II) ELIMINATE THE RELATIONSHIP WHICH GIVES RISE TO THE CONFLICT. FORM 990 PART VI QUESTION 12 C ENFORCEMENT AND MONITORING OF CONFLICT OF INTEREST POLICY ONE OF BAPTIST HEALTH SOUTH FLORIDA'S GREATEST ASSETS IS THE INTEGRITY OF ITS VOLUNTEER BOARD MEMBERS. ONE WAY TO ASSURE INTEGRITY IS OUR COMMITMENT TO A STRINGENT CONFLICT OF INTEREST POLICY FOR OUR GOVERNING BOARDS AND MANAGEMENT. AS A PART OF A ROBUST CONFLICT OF INTEREST POLICY, BOARD MEMBERS MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST DECLARATION FORM. THE AUDIT AND COMPLIANCE DEPARTMENT MONITOR TO ENSURE ALL VOTING MEMBERS SUBMIT THE DECLARATION FORM AND PERFORM NECESSARY RESEARCH TO UNDERSTAND IF A POTENTIAL CONFLICT EXISTS. ALL DISCLOSURES AND THE RELATED RESEARCH ARE SUMMARIZED FOR THE ETHICS COMMITTEE OF THE BAPTIST HEALTH BOARD OF TRUSTEES. ANY DISCLOSURES THAT MAY RESULT IN THE APPEARANCE OF A CONFLICT ARE ADDRESSED BY THE COMMITTEE FOR ITS CONSIDERATION AND RESOLUTION. UNRELATED BUSINESS INCOME 990T OUR UNRELATED BUSINESS INCOME COMES FROM A K-1 PROVIDED TO US BY A PARTNERSHIP WE ARE IN, PREMIER PURCHASING PARTNERS, LP. THIS UNRELATED BUSINESS INCOME IS BASED ON THE ALLOCATION OF INCOME RESULTING FROM PURCHASES BY NON-PREMIER PURCHASING PARTNERS, L.P. PARTNERS. DOCUMENTS AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C QUESTION 19 DOCUMENTS THAT ARE REQUIRED TO BE OPEN FOR PUBLIC INSPECTION ARE MADE AVAILABLE UPON REQUEST. IN ADDITION BOTH THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THIRD PARTY WEBSITES. OUR CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.BAPTISTHEALTH.NET. US INFORMATIONAL RETURNS Form 990, Part V, QUESTION 1a BAPTIST HEALTH SOUTH FLORIDA (BHSF) HAS A SYSTEM-WIDE TREASURY POLICY, WHICH RECOGNIZES ITS RESPONSIBILITY TO OVERSEE, MANAGE, AND COORDINATE ALL AFFILIATE OPERATIONS, INCLUDING THE TREASURY FUNCTIONS. BHSF SERVES AS THE CENTRALIZED CASH RECEIPT AND DISBURSING AGENT FOR ALL BHSF ENTITIES. AS SUCH ONLY BHSF ISSUES US INFORMATIONAL RETURNS. EMPLOYEES REPORTED ON FORM W-3 FORM 990, PART V, QUESTION 2a BAPTIST HEALTH SOUTH FLORIDA (BHSF)IS THE APPOINTED PAY AGENT FOR ALL OF ITS AFFILIATES. AS SUCH ONLY BHSF ISSUES FORM W-3. PROCESS FOR REVIEWING FORM 990 FORM 990, PART VI, SECTION B, QUESTION 11B THE MANAGEMENT OF BAPTIST HEALTH SOUTH FLORIDA (BHSF) IS RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE TAX RETURNS OF BHSF AND ALL OF ITS NONPROFIT, CHARITABLE AFFILIATES. THIS FORM 990 HAS BEEN PREPARED IN CONFORMITY WITH THE INTERNAL REVENUE CODE AND TREASURY REGULATIONS. INDEPENDENT TAX CONSULTANTS AND MEMBERS OF MANAGEMENT HAVE REVIEWED IN DETAIL THE COMPLETED FORM 990. PRIOR TO FILING, THE FORM 990 PREPARTION PROCESS AND THE DOCUMENTS ARE DISCUSSED AT A MEETING OF THE FINANCE & INSURANCE COMMITTEE OF THE BOARD OF TRUSTEES AND MADE AVAILABLE ELECTRONICALLY TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW AND COMMENTARY. ADDITIONALLY THE EXECUTIVE AND COMPENSATION COMMITTEES OF THE BHSF BOARD OF TRUSTEES, COMPOSED OF INDEPENDENT UNCOMPENSATED MEMBERS, REVIEW OTHER PERTINENT AREAS OF THE RETURN. THE PRESIDENT AND CEO AS WELL AS THE EXECUTIVE VICE PRESIDENT AND CFO HEREBY CERTIFY AS TO THE ACCURACY AND COMPLETENESS OF THIS FORM 990. Schedule J Part II Column (B)(ii) EXECUTIVE COMPENSATION All executive compensation is reviewed and approved annually by the compensation committee which is comprised of independent uncompensated members of the Board of Trustees who have certified that they have no conflict of interest with the organization. Reportable compensation includes base salary as well as payments under a formal incentive plan which rewards successful achievement of quality, mission, charity care, and financial corporate objectives. CHANGES IN NET ASSETS/FUND BALANCE FORM 990 PART XI LINE 5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES: UNREALIZED GAIN 203,946,946 CONTRIBUTIONS FROM AFFILIATES -147,921,397 BOOK TO TAX DIFFERENCE FROM INVESTMENT IN PARTNERSHIP 3,390,527 EQUITY IN AFFILIATES 68,190,774 UNRESTRICTED NET ASSETS 1,919,477 EQUITY IN NFP AFFILIATES -141,859,582 CHANGE IN POST RETIREMENT HEALTH - BHS -1,203,773 CHANGE IN POST RETIREMENT HEALTH - BHMG -47,563 EQUITY TRANSFERRED 147,921,398 TEMPORARILY RESTRICTED NFP EQUITY 1,409,624 BENEFICIAL INTEREST 3,282,114 CHANGE IN PERMANENTLY RESTRICTED NET ASSETS 310,288 ______________ TOTAL 139,338,833 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAY A HERSHOFF ESQ TITLE:TRUSTEE HOURS:4 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:WILLIAM DICKINSON TITLE:TRUSTEE HOURS:6 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:JAMES CARR TITLE:TRUSTEE HOURS:8 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:BILL TILLETT TITLE:TRUSTEE HOURS:6 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:RUDY KRANYS TITLE:TRUSTEE HOURS:4 HOURS DEVOTED FOR RELATED ORGANIZATION FORM 990 PART VII NAME:YERBY T BARKER TITLE:TRUSTEE HOURS:4 SOUTH FLORIDA SPECIALTY PHYSICIANS LLC 6855 RED ROAD STE 600 CORAL GABLES FL 33143 205155995 PHY. 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