Baycare Health Systems Inc

“The organization has committees with authority to make decisions and/or act in regard to specific matters. The composition and scope of authority for any such committees are described in the organization's governing documents.”

“During 2024, the organization amended its governing documents to: 1. Reflect the organization's exit from the joint operating agreement ("JOA") in which the organization previously participated, including through the removal of all rights and powers of Trinity Health Corporation and the revision of the organization's purposes to limit the entities that benefit from the organization's activities; 2. Modify who appoints the Board of Trustees to 9 members who are appointed by the BCHS board, 9 members who are appointed by Morton Plant Mease Health Care and 2 members who are appointed by South Florida Baptist Hospital; and 3. Remove references to specifically-named entities supported by the organization, stating instead that a purpose of the organization is to operate for the benefit of, to perform the functions of, and to carry out the purposes of organizations described in Section 509(a)(1) or (2) or the Internal Revenue Code.”

“Morton Plant Mease Health Care, Inc. and South Florida Baptist Hospital, Inc. participate in governance. See narratives for Form 990, Part VI, Lines 7a and 7b.”

“The Board of Trustees shall consist of: (i) twenty (20) Trustees; and (ii) the CEO of the Corporation who will serve ex-officio, with vote. For so long as the Board of Trustees consists of twenty (20) Trustees, nine (9) Trustees shall be elected by the BayCare Health System Board, nine (9) Trustees shall be persons nominated by Morton Plant Mease Health Care, and two (2) Trustees shall be persons nominated by South Florida Baptist Hospital. To the extent the composition of the Board of Trustees is revised to include more or fewer than twenty (20) Trustees, Morton Plant Mease Health Care and South Florida Baptist Hospital shall retain the right to nominate the same proportion of Trustees as each was entitled to when the Board consisted of twenty (20) Trustees, unless otherwise approved by Morton Plant Mease Health Care and South Florida Baptist Hospital in accordance with their respective reserved rights.”

“With regard to Morton Plant Mease Health Care (MPMHC) Reserved Rights, the following actions shall require the approval of the board of directors of MPMHC in order to take effect: 1. No longer operating Mease Countryside Hospital, Mease Dunedin Hospital, Morton Plant Hospital, and/or Morton Plant North Bay Hospital as a hospital. 2. Removing the term "Mease "Morton Plant" from the name of Mease Countryside Hospital, Mease Dunedin Hospital, Morton Plant Hospital, and/or Morton Plant North Bay Hospital. 3. Entering into a membership substitution or dissolving Morton Plant Mease Health Care, Morton Plant Hospital Association, Inc. ("MPHA"), and/or Trustees of Mease Hospital, Inc. ("TMH") (provided, however, that such right shall not extend to other subsidiaries of MPMHC, MPHA, and/or TMH). 4. Changing the proportionate representation of MPMHC on the Board of Trustees. With regard to South Florida Baptist Hospital (SFBH), the following actions shall require the approval of the Legacy Board of Trustees of SFBH in order to take effect: I. No longer operating SFBH as a hospital. 2. Removing the term "South Florida Baptist" from SFBH's name. 3. Entering into a membership substitution or dissolving SFBH. 4. Changing the proportionate representation of SFBH on the BayCare Board of Trustees.”

“The form 990 is prepared by the organization and reviewed by the CFO as well as the organization's paid preparer. Prior to filing with the IRS, a final copy of the form 990 is made available to the entire Board.”

“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 interest. Disclosure requirements of board and committee members prior to any and all board or committee meetings, each board/committee member shall review the meeting agenda for any actual or potential conflict of interest. In the event an actual or potential conflict of interest associated with any agenda item is concluded by a board committee member after such review, the impacted board/committee member shall inform the board/committee chairperson of the conflict in advance of the meeting. Required action after disclosure of the board/committee member's actual or potential conflict to the board/committee chairperson as set forth above, the following procedures for addressing the conflict of interest will be adhered to by each board and all committees without exception: 1. The board/committee chairperson shall, upon disclosure by an impacted board/committee member, have the discretion (based upon the severity of the actual or potential conflict) to excuse the impacted board/committee member from the board/committee discussions on that agenda item. 2. Regardless of whether the impacted board/committee member is asked to leave the room during the agenda item discussion, the board/committee chairperson shall notify all board/committee members of the actual or potential conflict of interest so everyone is aware of the said conflict before any discussions and/or vote on the matter. 3. 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. 4. 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 board/committee member shall not vote, participate in, influence, or attempt to influence any determination or proceedings. As requested by the board/committee chairperson, the interested board/committee member may, however, respond to questions posed by the board/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 board/committee members entitled to vote at a meeting at which a quorum was present. Any interested board/committee member may not be counted in determining the existence of a quorum. 5. The minutes of the board and all committees shall reflect the following: a. The name(s) of the board/committee member(s) who disclosed or was otherwise found to have an actual or possible conflict of interest, the nature of the actual or possible conflict of interest, any action taken to determine whether a conflict of interest was present, and the board/committee chairperson's decision as to whether a conflict of interest, in fact, existed. B. The names of the board/committee members who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken on the subject at issue. C. The interested board/committee member's removal from the room (if requested by the chairperson), exclusion from voting and participation in discussions, and the existence of a proper quorum. For employees, the review of conflicts of interest or potential conflicts goes to the conflict of interest determination committee. This committee consists of the baycare chief compliance officer, the corporate responsibility officers, and the”

“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 operating officer & chief financial officer, 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 committee meetings and decisions. External consultants review compensation every other year, the last review occuring in 2023, but the compensation committee regularly monitors compensation and all other procedures are followed annually, most recently in 2024.”

“See narrative for part vi, line 15a”

“The consolidated financial statements of baycare health system, inc. And affiliates are available through emma for bond investors. The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the florida department of state and can be located at sunbiz.org. The organization's other governing documents and conflict of interest policy are not made available to the public.”

“Other - Total Revenue: 3460655, Related or Exempt Function Revenue: 3189968, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 270687;”

“BayCare's 16 hospitals are Bartow Regional Medical Center, BayCare Alliant, BayCare Hospital Wesley Chapel, Mease Countryside, Mease Dunedin, Morton Plant, Morton Plant North Bay, St. Anthony's, St. Joseph's, St. Joseph's Children's, St. Joseph's Women's, St. Joseph's-North, St. Joseph's-South, South Florida Baptist, Winter Haven and Winter Haven Women's. (In certain cases, hospital locations with the same tax identification and state license number are listed as one facility on Form 990, Schedule H, consistent with IRS reporting guidelines.) BayCare is growing to meet the needs of areas experiencing rapid population growth, with several major construction projects announced or completed during 2024. In April 2024, BayCare announced it would build its 17th hospital in Manatee County, which is immediately south of BayCare's primary four-county service area consisting of Hillsborough, Pasco, Pinellas and Polk counties. BayCare Hospital Manatee will be that county's first not-for-profit hospital and is projected to open in 2028. The Manatee project includes construction of a 45,000-square-foot BayCare HealthHub expected to open in 2026. In August 2024, BayCare opened a modern, 424,000-square-foot South Florida Baptist Hospital in Plant City in Hillsborough County to replace the original 70-year-old hospital founded in 1953. The project included construction of an 85,000-square-foot medical arts building. In November 2024, BayCare broke ground for a $110 million expansion of Bartow Regional Medical Center to serve rapidly growing Polk County. BayCare was founded in 1997 after leaders of several of the area's independent, not-for-profit hospitals began discussing ways to ensure that high-quality, not-for-profit health care would remain a viable option for the Tampa Bay region for decades to come. The founding hospitals agreed to sacrifice some of their autonomy to be operated by a new entity, BayCare Health System, under a Joint Operating Agreement (JOA). Years of growth and achievement followed, with BayCare earning national recognition for high-quality, compassionate care. In 2024, BayCare transitioned from the JOA to a simplified corporate legal structure. BayCare remains a 501(c)3 not-for-profit. With $6.27 billion in operating revenue in 2024, BayCare is now a fully integrated health system dedicated to providing high-quality, compassionate care to all we serve, regardless of their ability to pay. In 2024, BayCare had 4,003 hospital beds, 18 urgent care centers, 4 surgery centers, 15 outpatient imaging centers, 208 physician practice locations and 20 behavioral health practice locations. BayCare annually generates $10 billion in economic impact in the region and state. BayCare is one of the largest employers in the Tampa Bay area, with 32,785 team members. During 2024, BayCare provided $855 million in benefits for its employees, including $256 million in retirement savings, $237 million in medical insurance, $216 million in paid time off and $71 million in team member development and education assistance. In 2024, BayCare was ranked nationally among health care systems for clinical quality and outcomes, safety and patient experience. Six of nine eligible BayCare hospitals scored 4 or 5 stars out of 5 in the 2024 Hospital Quality Star Ratings by the Centers for Medicare & Medicaid Services. BayCare received numerous 5-star ratings for exceptional performance in specific areas of care from Healthgrades and earned 20 Press Ganey Human Experience Awards for 2024, performing in the top 5% of U.S. health care systems. Nine of BayCare's acute-care hospitals earned "A" grades in the fall 2024 Leapfrog Safety Grades, eight of which earned Leapfrog's elite "Straight A" designation. And the Society of Thoracic Surgeons ranked BayCare in the top 10% nationally for cardiac outcomes. In the area of workplace awards, BayCare ranked 8th in the nation on the list of PEOPLE Companies that Care and ranked 17th in the nation on Fortune Best Workp”

“Change in Net Assets from JOA Divestiture - 4729835063; Net DISTRIBUTIONs to Affiliates - -4676381; Book-Tax Difference Captive Income - 1759385; Other Equity Transfer - 369843; Total - 4727287910;”

“The first listed amount under europe ($167,277,000) represents the market value of investments, the second listed amount under europe ($614,000) represents investment related expense paid. The investments are reported at year end market values and expenses are reported at what was actually paid.”