Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (i)Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | ||||||
| 11 | Total support. Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2011 | (b) 2012 | (c) 2013 | (d) 2014 | (e) 2015 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
|||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2015 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2015 |
(iii) Distributable Amount for 2015 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2015 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2015: | ||||
| a | ||||
| b | ||||
| c | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2015 distributable amount | ||||
|
i
Carryover from 2010 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2015 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2015 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2016. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a | ||||
| b | ||||
| c Excess from 2013....... | ||||
| d From 2014....... | ||||
| e From 2015....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
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Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| Form 990, Part III, line 3 | Effective October 2, 2015, a business combination (the "Joint Venture") was entered into between BHS and Tenet Healthcare Corporation ("Tenet"). The combination of capital and other healthcare assets by BHS and Tenet into the Joint Venture will enable BHS to further its primary charitable purposes of providing high quality healthcare to the residents of the Birmingham and Central Alabama markets while also enhancing access to a wide range of healthcare resources for these communities. As a result of certain financing arrangements that Tenet is subject to, the Joint Venture was structured as three separate limited liability companies with BHS and Tenet participating as a member in each LLC. This arrangement makes the Joint Venture more complicated but nevertheless protects BHS from any liability from Tenet's existing financing arrangements. Further, a condition of the transaction was the requirement that Tenet pay sufficient funds at closing to allow BHS to fully fund its obligations under its pension plan and to pay off all outstanding debt obligations (in the aggregate, the "BHS Obligations"). Collectively, the LLCs own and operate the hospitals and other healthcare facilities previously owned by BHS and Brookwood Medical Center (previously owned by Tenet) located in the State of Alabama. As a result of the payment by Tenet that funded the payment of the BHS Obligations, Tenet owns a sixty percent ownership interest in each LLC, and BHS owns a forty percent ownership interest. In addition, the parties have an equal number of directors appointed for the Joint Venture. Nonetheless, BHS retains certain additional powers (described further below) to ensure the Joint Venture will continue to further BHS' charitable purposes. The management board of each LLC includes a block voting mechanism for each member's appointed directors. An affiliate of Tenet ("Tenet Manager") was engaged to manage the assets owned by the joint venture pursuant to a management agreement (the "Management Agreement") and, except for the current management of BHS, former BHS employees became Tenet employees. The Management Agreement is for a term of 10 years, with two automatic 10 year renewals. The terms of the Management Agreement require that the Tenet Manager manage the Joint Venture pursuant to the requirements of Code Section 501(c)(3) and the charitable principles as set forth in the LLC Agreement. In the event the Tenet Manager fails to comply with these requirements, the Management Agreement and LLC Agreements provide certain termination rights. These protections of BHS are further supported through pledge and security agreements in favor of BHS. |
| PART IV, LINE 12A: | THE ORGANIZATION HAS HIRED AN INDEPENDENT ACCOUNTING FIRM TO CONDUCT AN AUDIT FOR CALENDAR YEAR 2015 BUT IT WILL NOT BE COMPLETED BY THE FINAL EXTENDED DUE DATE OF FORM 990 OF NOVEMBER 15, 2016. |
| PART IV, LINE 20B: | THE ORGANIZATION HAS HIRED AN INDEPENDENT ACCOUNTING FIRM TO CONDUCT AN AUDIT FOR CALENDAR YEAR 2015 BUT IT WILL NOT BE COMPLETED BY THE FINAL EXTENDED DUE DATE OF FORM 990 OF NOVEMBER 15, 2016. |
| Form 990, Part VI, Section A, line 4 | In connection with the Joint Venture (described in greater detail on Schedule N and O), the Bylaws of BHS were amended and restated to further enumerate the powers of the Board of Trustees, change the committee structure, delete certain no longer operative advisory councils, clarify officer titles, and delete the Medical Staff Bylaws references that are now part of the Joint Venture Structure. |
| Form 990, Part VI, Section A, line 7a | PURSUANT TO THE RESTATED ARTICLES OF INCORPORATION OF BAPTIST HEALTH SYSTEM, INC., THE BIRMINGHAM BAPTIST ASSOCIATION, AN ALABAMA NONPROFIT CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX PURSUANT TO SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, ELECTS THE BOARD OF TRUSTEES OF BAPTIST HEALTH SYSTEM, INC. FROM A SLATE PRESENTED BY BAPTIST HEALTH SYSTEM, INC. |
| Form 990, Part VI, Section A, line 7b | ANY AMENDMENT TO THE BAPTIST HEALTH SYSTEM, INC. ARTICLES OF INCORPORATION MUST BE APPROVED BY THE BIRMINGHAM BAPTIST ASSOCIATION AND ANY MORTGAGE PLACED ON ANY PART OR PORTION OF REAL PROPERTY OWNED BY BAPTIST HEALTH SYSTEM, INC. MUST BE APPROVED BY THE BIRMINGHAM BAPTIST ASSOCIATION. |
| Form 990, Part VI, Section B, line 11 | THE FORM 990 IS PROVIDED TO THE BOARD FOR REVIEW PRIOR TO FILING. |
| Form 990, Part VI, Section B, line 12c | THE CORPORATION, DEDICATED TO ITS FAITH BASED HEALTH CARE MINISTRY, HAS DEMONSTRATED THE VALUE OF INTEGRITY BY SETTING FORTH A POLICY PROHIBITING CONFLICT OF INTEREST AND PROVIDING A MECHANISM FOR REPORTING POTENTIAL CONFLICT OF INTEREST SITUATIONS. THE PURPOSE OF THIS CONFLICT OF INTEREST POLICY IS TO PROTECT THE CORPORATION'S INTEREST WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF A TRUSTEE, BOARD COMMITTEE MEMBER, OFFICER, DIRECTOR, OR MANAGER OF BHS. THIS POLICY IS INTENDED TO SUPPLEMENT BUT NOT REPLACE ANY APPLICABLE FEDERAL OR ALABAMA LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO NONPROFIT AND CHARITABLE ORGANIZATIONS. THE CORPORATION CONDUCTS AN ANNUAL CONFLICT OF INTEREST SURVEY FOR ALL OF ITS BOARD MEMBERS, OFFICERS, DIRECTORS, AND MANAGERS TO ENSURE THAT ALL POTENTIAL CONFLICTS ARE REPORTED AND ADDRESSED. THE CORPORATION ALSO HAS A TRAVEL POLICY IN PLACE THAT ALLOWS FOR THE REIMBURSEMENT OF TRAVEL EXPENSES THAT ARE REASONABLE IN AMOUNT AND ARE CONSIDERED ORDINARY, NECESSARY, AND APPROPRIATE TO THE CONDUCT OF THE CORPORATION'S BUSINESS. THE REIMBURSEMENT GUIDELINES ARE IN ACCORDANCE WITH INTERNAL REVENUE SERVICE REGULATIONS. THE AMOUNT OF FUNDS EXPENDED EACH YEAR RELATED TO TRAVEL IS BUDGETED. EMPLOYEES AND TRUSTEES OF THE CORPORATION ARE NOT COMPENSATED THROUGH EXPENSE ALLOWANCES. TO BE REIMBURSED FOR TRAVEL, EMPLOYEES AND TRUSTEES MUST SUBMIT A SIGNED EXPENSE REPORT FORM AND PROVIDE DOCUMENTATION IN THE FORM OF RECEIPTS FOR ANY EXPENSE OF $20 OR MORE. |
| Form 990, Part VI, Section B, line 15 | THE ANNUAL PROCESS OF REVIEWING COMPENSATION FOR EXECUTIVES CLASSIFIED AS DISQUALIFIED PERSONS UNDER IRS INTERMEDIATE SANCTIONS GUIDELINES INCLUDES THE FOLLOWING STEPS: THE GOVERNANCE COMMITTEE (A SUB COMMITTEE OF THE BOARD OF DIRECTORS) REVIEWS AND APPROVES BASE SALARY, INCENTIVES, FRINGE AND OTHER BENEFITS, AND RETIREMENT AND/OR DEFERRED COMPENSATION BENEFITS. THE GOVERNANCE COMMITTEE EMPLOYS A THIRD PARTY CONSULTANT TO PROVIDE THE INDEPENDENT MARKET DATA AND UTILIZES A DOCUMENTED TOTAL COMPENSATION PHILOSOPHY TO GUIDE IN THE DECISION MAKING. PEER GROUP MARKET DATA AND ANALYSIS IS UTILIZED FOR COMPARISON OF THE TOTAL COMPENSATION PACKAGE. MEETING MINUTES ARE MAINTAINED WHICH REFLECT THE CONSIDERATION OF PHILOSOPHY, PERFORMANCE, AND MARKET DATA. THE ANNUAL PROCESS FOR EXECUTIVES NOT CLASSIFIED AS DISQUALIFIED PERSONS UNDER IRS INTERMEDIATE SANCTIONS GUIDELINES INCLUDE THE FOLLOWING: THE BHS PRESIDENT AND CEO REVIEWS AND APPROVES ALL COMPENSATION DECISIONS. THIRD PARTY CONSULTANTS AND TOTAL COMPENSATION SURVEYS ARE UTILIZED TO PROVIDE INDEPENDENT MARKET DATA. A DOCUMENTED TOTAL COMPENSATION PHILOSOPHY IS UTILIZED TO GUIDE IN THE DECISION MAKING. PEER GROUP MARKET DATA AND ANALYSIS IS UTILIZED FOR COMPARISON OF THE TOTAL COMPENSATION PACKAGE. THE GOVERNANCE COMMITTEE REVIEWS AND APPROVES INCENTIVES, FRINGE BENEFITS, AND RETIREMENT AND/OR DEFERRED COMPENSATION BENEFITS. |
| Form 990, Part VI, Section C, line 19 | AS A GENERAL RULE, THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. ANY WRITTEN REQUEST BY THE PUBLIC WOULD BE REVIEWED AND ACTED UPON BY THE BOARD. |
| FORM 990, PART VIII, LINE 2A: | EFFECTIVE JANUARY 1, 2012, THE CORPORATION ADOPTED ACCOUNTING STANDARDS REGARDING THE PROVISION FOR BAD DEBTS RELATED TO PATIENT SERVICE REVENUE. AS A RESULT, THE PROVISION FOR BAD DEBTS IS DISPLAYED AS A DEDUCTION FROM PATIENT SERVICE REVENUE (NET OF CONTRACTUAL ALLOWANCES AND DISCOUNTS) ON THE CONSOLIDATED STATEMENT OF OPERATIONS AND CHANGES IN UNRESTRICTED NET ASSETS. |
| Form 990, Part XI, line 9: | Decrease in Minimum Pension Liability -3,538,210. increase in investment in affiliate - temporarily restricted -1,194,269. increase in investment in affiliate - permanently restricted -1,257,046. reclassification of contributions and subsidiary income/loss -3,019,443. other changes 1,289,566. |
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