2023-05-12T08:25:59-05:00 2022-06-30 990 2021-07-01 751606705 Baylor Health Care System Foundation BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Benjamin R Renberg President 2148204135 2023-05-09 Benjamin Renberg 999009999 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z Baylor Scott & White Dallas Foundation Benjamin R Renberg 301 N Washington Avenue Dallas TX 75246 345743057 0 X https://give.baylorhealth.com/ X 1975 TX Provides philanthropic support services to help Baylor Scott & White Health achieve its mission of promoting the well-being of all individuals, families and communities. 5 2 30 2 0 0 30186247 31328428 0 0 23846422 46042239 -137227 -171363 53895442 77199304 65005926 36741099 0 0 4611588 4814817 0 18040 2374609 4240672 2609853 73858186 44183809 -19962744 33015495 467606696 398414219 32280112 8629280 435326584 389784939 X To foster and support the activities and purposes of Baylor Scott & White Health to encourage broad-based public support of the health care system and its affiliated institutions, and to advance the medical objectives, including sponsorship of specific projects and programs, as recommended by the health care system and its affiliate institutions, to promote patient care, research and educational and training programs. 0 0 38938006 36741099 0 See Schedule OWhile the name of the Baylor Scott & White Dallas Foundation has evolved over our history, our core has remained the same. As a separately incorporated 501(c)(3) not-for-profit organization, we raise and manage charitable funds to support Baylor Scott & White Health - North Texas division, distributing more than $949 million since the Foundation was established.Thanks to the generosity of our donors, we are investing more in new models of care, medical technology, innovative research and medical education than we ever have before. We are continuing to move forward on the path that we have had since our inception in 1978.Powered by the generosity of the community, we are supported by more than 12,000 active donors, including individuals, corporations and other private foundations. Working together, we are helping to drive positive change and improve the health of the North Texas communities served by Baylor Scott & White Health. During the fiscal year, the Foundation distributed over $36 million for priority programs and initiatives across Baylor Scott & White Health. Below are some of the areas of need the Foundation supported.Arts in Medicine: A philanthropically funded program that fully integrates music and therapeutic, literary, visual and performing arts into our clinical care to promote healing and enhance the lives of all those we serve.Baylor AT&T Memory Center: Our comprehensive program to support patients with various types of dementia, and their families.Child Life Services: Our pioneering program that offers support directly to the children of seriously ill adults - helping them process everything from their loved one's terminal diagnosis to a life altering illness or injury.American Cancer Society Gene and Jerry Jones Family Hope Lodge: A home-like facility that offers free accommodations for cancer patients and their caregivers who have to travel long distances for their care. Hope Lodge relieves the stress of travel, financial strain and separation from loved ones during care-providing a home away from home and allowing patients to focus all their energy on getting well.High-risk Breast Screening Program: To help women in North Texas better understand their personal risk and identify breast cancers at their earliest and most treatable stages, Baylor Scott & White Health launched a High-Risk Breast Screening Program in 2020. This personalized, landmark program was created thanks to generous support from the Foundation donors and has already identified more than 2,300 women who were high-risk for breast cancer and unaware.Medical Education and Nursing: Physicians and nurses are the backbone of our health care system, and we invest heavily in the education and training of these medical professionals. Baylor University Medical Center trains nearly 100 undergraduate students and nearly 300 residents and fellows each year. In addition, the Advancing Nursing Excellence scholarship and Center for Nursing Leadership are two initiatives aimed at equipping Baylor Scott & White Health nurses for the vital roles they serve. Neonatal Intensive Care Unit: Staffed by specialized nurses, neonatal nurse practitioners, and many other skilled staff, along with neonatologists on the medical staff, the Level III NICU at Baylor University Medical Center is nationally recognized for its care of premature and critically ill newborns and draws referrals from throughout Texas.Texas Immuno-Oncology Biorepository: An innovative research initiative that aims to improve our understanding of how the immune system fights cancer by collecting biological samples from actual patients, during and after treatment, and may lead to ways we can detect cancer earlier and treat it better. 38938006 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 24 0 1 30 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 5 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 AR CA FL GA HI IL KS KY MD MA MI MN MS NH NJ NM NY NC OR PA RI SC TN UT VA WV WI X Angie Hutson 2148201075 301 N Washington Avenue Dallas TX 75246 James Hinton Director/Chair (thru 12/31/21) 1.00 40.00 X X 0 6724592 387496 Peter McCanna Director/Chair (eff 1/1/22) 1.00 40.00 X X 0 2857510 768184 Jennifer Brown Director/Secretary (thru 1/18/22) 1.00 40.00 X X 0 1333684 336254 Kristi Sherrill Former Officer 1.00 40.00 X 0 914692 221353 Benjamin Renberg Director/President/CEO 40.00 0.00 X X 605015 0 83123 Susan McSherry VP Fdn Development (thru 12/2/21) 40.00 0.00 X 487662 0 28557 Grant Teegarden Director/Secretary 1.00 40.00 X X 0 374172 67603 Amy Martin VP CFO 40.00 0.00 X 365089 0 71004 Rowland Robinson Former Officer 0.00 0.00 X 318308 0 0 Cynthia Krause VP Foundation Philanthropy 40.00 0.00 X 213909 0 31623 Jennifer Massey VP Foundation 40.00 0.00 X 199322 0 36800 Jordan Neufeld Director Fdn Finance 40.00 0.00 X 158002 0 33804 Amy Monday Foundation Director 40.00 0.00 X 159069 0 27476 Norman P Bagwell Director 1.00 0.00 X 0 0 0 Margo Goodwin Director 1.00 0.00 X 0 0 0 2506376 12204650 2093277 19 1 1 0 0 569326 9057051 21702051 2464460 31328428 17656668 17656668 296741754 268356183 28385571 28385571 28385571 16207 569326 187570 -171363 -171363 77199304 0 0 45870876 36741099 36741099 1114667 350072 350072 414523 3097009 1003600 1124124 969285 118118 38277 42873 36968 239261 77533 86845 74883 245762 79076 86444 80242 99769 99769 953 953 18040 18040 1175593 259063 653649 262881 13477 13477 409696 131824 144106 133766 171799 55278 60428 56093 6123 1970 2154 1999 6159 1982 2166 2011 110598 35586 38902 36110 453713 145986 159589 148138 909 909 Donor Recognition 96873 96873 Non-Medical Supplies 34057 10958 11979 11120 Photo Service 12414 12414 Meals & Entertainment 6774 2179 2383 2212 10946 3523 3849 3574 44183809 38938006 2871194 2374609 3671051 5477094 33176990 29353676 2505233 2007179 2034132 1777698 306359 256434 415758813 351873695 10859724 9446141 1328526 0 467606696 398414219 25345174 3878161 2814488 1387845 435584 0 3684866 3363274 32280112 8629280 X 2704222 -2386055 432622362 392170994 435326584 389784939 467606696 398414219 X 33015495 -73221335 -5335805 X 0 1 X 1 0 X 32882956 46489386 25422075 30186247 31328428 166309092 32882956 46489386 25422075 30186247 31328428 166309092 18851029 147458063 11086238 15182383 14050708 12589122 17656668 70565119 236874211 315217 0.62250 0.66260 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 133 1 953 0 0 1086 0 Part II-B, Line 1: Statement Regarding Legislative Activity: Health care policy is critical to all Americans, and the Organization believes that health care providers must participate in forming health care policy by interacting with national, state and local representatives and their staff members to help them better understand the complexities and ramifications of key health care policies including, without limitation, those related to uninsured and indigent patient needs as well as the legislative and regulatory needs to assure the delivery of cost-efficient, quality health care. The Organization has established relationships with persons and industry associations that often communicate the Organization's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, the Organization may attempt to educate the local community on certain legislative initiatives that may impact the Organization's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. The Organization has not intervened in any political campaign. 327792014 1848738 -25115900 12937234 291587618 263667101 255732 72660510 8791329 327792014 274011492 58785 2122810 12525986 263667101 275428232 2486191 7306393 11209324 274011492 251723849 11658485 21885923 9840025 275428232 0.00350 0.64450 0.35200 1 0 221343 221343 1168262 1149685 18577 644527 628013 16514 256434 Annuities Payable 3363274 3363274 X Part V, Line 4: The Baylor Scott & White Dallas Foundation endowments provide support for the charitable activities and purposes of BSW Holdings and its affiliated entities (collectively, "BSWH"). They enable BSWH to advance its medical objective and mission, including sponsorship of patient care, research, and educational and training programs. Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in the Combined Foundations of Baylor Scott & White Holdings Combined Financial Statements. The Foundations follow the provisions of ASC 740, "Income Taxes." As of June 30, 2022, the Foundations had no material gross unrecognized tax benefits. X X X X X X 1 Marts & Lundy 160 Chubb Ave Ste 303 Lyndhurst NJ 07071 Advancement/development consulting 0 0 0 18040 18040 AK AR CA CO CT FL GA HI IL KS KY ME MD MA MI MN MS NV NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI Fundraising Lunch 492133 491816 317 36850 653 62500 80813 Golf Tournament 93400 77510 15890 364 6390 585533 569326 16207 364 36850 653 62500 87203 187570 -171363 1 Baylor University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 501(c)(3) 21702266 237600 FMV COVID Related Donations and other hospital items Patient Care, Education, Medical Research, Community Service, Capital Baylor Medical Center at Irving 301 N Washington Avenue Dallas TX 75246 752586857 501(c)(3) 11503 0 N/A N/A Patient Care, Education Baylor Medical Center at Waxahachie 301 N Washington Avenue Dallas TX 75246 751844139 501(c)(3) 302583 0 N/A N/A Patient Care, Education Baylor Regional Medical Center at Grapevine 301 N Washington Avenue Dallas TX 75246 751777119 501(c)(3) 257943 151289 FMV COVID Related Donations and other hospital items Patient Care, Education Baylor Regional Medical Center at Plano 301 N Washington Avenue Dallas TX 75246 820551704 501(c)(3) 114199 0 N/A N/A Patient Care, Education Baylor Research Institute 301 N Washington Avenue Dallas TX 75246 751921898 501(c)(3) 8363719 0 N/A N/A Medical Research, Equipment Southern Sector Health Initiative 301 N Washington Avenue Dallas TX 75246 263087442 501(c)(3) 864550 0 N/A N/A Community Health and Wellness Center Baylor Medical Centers at Garland and McKinney 301 N Washington Avenue Dallas TX 75246 751037591 501(c)(3) 233634 0 N/A N/A Patient Care, Education Baylor All Saints Medical Center 301 N Washington Avenue Dallas TX 75246 751008430 501(c)(3) 74475 0 N/A N/A Patient Care, Education HealthTexas Provider Network 301 N Washington Avenue Dallas TX 75246 752536818 501(c)(3) 905612 306474 FMV COVID Related Donations and other hospital items Patient Care, Education Baylor Scott & White Health 301 N Washington Avenue Dallas TX 75246 463131350 501(c)(3) 2605255 515323 FMV Faith in Action donations and other hospital items Community Health Improvement, Education, Employee Assistance, Technology Baylor Scott & White Medical Center-Centennial 301 N Washington Avenue Dallas TX 75246 824052186 501(c)(3) 11987 0 N/A N/A Patient Care, Education Lake Pointe Operating Company LLC 301 N Washington Avenue Dallas TX 75246 260194016 501(c)(3) 27004 0 N/A N/A Patient Care, Education Scott & White Memorial Hospital 301 N Washington Avenue Dallas TX 75246 741166904 501(c)(3) 55683 0 N/A N/A Patient Care, Education 14 0 Part I, Line 2: Monitoring Grants & Other Assistance: As part of its mission, the organization provides grants and other assistance to related organizations and/or unrelated not-for-profit organizations which are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code Section 501(c)(3), when the use will further one or more tenets of the organization's charitable mission and one of the following criteria for use of these funds is met: (1) Fulfills a need identified by a community needs assessment conducted by the organization and/or outlined in an implementation strategy, (2) Serves an under-served community or group of people through medical mission work to improve their health status (3) promotes health in the community, (4) supports community buildings activities that protect or improves the community's health or safety and/or (5) provides positive visibility and good community relations with other organization serving the health needs of the community. For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BSWH which ensures all funds are used in accordance with the guidelines set forth above and in accordance with the related organization's exempt purpose. Grants and other assistance provided to unrelated organizations are typically monitored by personal inspection. Examples include providing assistance to entities where the filing organization's employee serves as a Board Member for the recipient organization or through attendance at community events where the filing organization employees work as volunteers or to help coordinate these events. Community Benefit grants and/or contributions provided to unrelated organizations are given as a restricted gift and the receiving organization is requested to return a signed receipt indicating the funds were used for that purpose. X X X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 James Hinton Director/Chair (thru 12/31/21) 0 1713996 0 3170322 0 1840274 0 351349 0 36147 0 7112088 0 542483 Peter McCanna Director/Chair (eff 1/1/22) 0 1223213 0 1610813 0 23484 0 738395 0 29789 0 3625694 0 236102 Jennifer Brown Director/Secretary (thru 1/18/22) 0 660133 0 634569 0 38982 0 322328 0 13926 0 1669938 0 70648 Kristi Sherrill Former Officer 0 434382 0 442073 0 38237 0 216352 0 5001 0 1136045 0 65876 Benjamin Renberg Director/President/CEO 389426 0 125072 0 90517 0 55192 0 27931 0 688138 0 0 0 Susan McSherry VP Fdn Development (thru 12/2/21) 227357 0 104178 0 156127 0 11774 0 16783 0 516219 0 0 0 Grant Teegarden Director/Secretary 0 274313 0 98397 0 1462 0 39107 0 28496 0 441775 0 0 Amy Martin VP CFO 252360 0 90625 0 22104 0 43342 0 27662 0 436093 0 0 0 Rowland Robinson Former Officer 318308 0 0 0 0 0 0 0 0 0 318308 0 0 0 Cynthia Krause VP Foundation Philanthropy 170908 0 41555 0 1446 0 9147 0 22476 0 245532 0 0 0 Jennifer Massey VP Foundation 159957 0 39217 0 148 0 8640 0 28160 0 236122 0 0 0 Jordan Neufeld Director Fdn Finance 131900 0 26012 0 90 0 7152 0 26652 0 191806 0 0 0 Amy Monday Foundation Director 119005 0 25745 0 14319 0 7079 0 20397 0 186545 0 0 0 Part I, Line 1a Tax indemnification and gross up payments - The organization provides tax indemnification where the BSW Holdings' CEO, COO or CFO determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit from the organization during the tax year. Discretionary spending account-The organization provides eligible employees certain monthly expense allowances in lieu of reimbursement for actual expenses under the organization's business travel and expense reimbursement policy. This may include providing an auto expense allowance for business mileage for those who travel frequently in their personal vehicle or a cell phone allowance for individuals who are required to use their mobile phone for business purposes. All expense allowances are treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Health or social club dues or initiation fees-The organization may reimburse eligible employees for dues for a health club and/or a social club where there is a bona fide business need for the membership. For example, as part of the organization's promotion of health, the organization will cover a portion of any employees' fitness center club membership dues paid to an affiliated entity that owns and operates a fitness center. All employees are eligible for this benefit. Such reimbursements are treated as taxable compensation to the extent any part of the membership is used for personal use. Three of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Housing allowance or residence for personal use-The organization provides temporary housing to eligible employees under the organization's moving and relocation reimbursement policy. All temporary housing provided to any employee is treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 3 Process for determining compensation: The organization, a controlled affiliate of Baylor Scott & White Holdings, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help the organization maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers and key employees' total compensation is based on significant performance achievements. This strategy places a greater emphasis on the importance of the organization achieving targeted improvements in the areas of people, quality, patient satisfaction and financial stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the Baylor Scott & White Holdings Board of Trustees and its Compensation Committee to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers explicitly held by Baylor Scott & White Holdings, works directly with an independent compensation consultant(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Compensation Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision-making process, the Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Part I, Lines 4a-b Severance or Change of Control Payments: Susan McSherry received a severance payment from the organization in the amount of $155,148. James Hinton received a severance payment from a related organization in the amount of $1,774,986. Supplemental Nonqualified Retirement Plan: In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Amy Martin, Benjamin Renberg, Grant Teegarden, James Hinton, Jennifer Brown, Kristi Sherrill and Peter McCanna. Part I, Line 7 The organization has adopted and implemented BSW Holdings', the organization's ultimate parent, Annual Incentive Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BSW Holdings' governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data. Form 990, Schedule J, Part III: Supplemental Information: Governing Body Compensation The members of the governing body serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. Some, but not all, members may have received modest benefits incident to their service on the board and/or multiple board committees or received compensation as an employee of a related organization. All such benefits are treated as taxable compensation to the extent required by law and are reported in the Form 990 where applicable. X 345490 Fair Market Value X 18 1253469 Avg FMV on Date of Trans X 9 89662 Fair Market Value X 39 603009 Fair Market Value X Give-a-ways 2 120305 Fair Market Value X Covid Related Donations 24 52525 Fair Market Value 0 0 1 0 Part I, Column (b): The Organization is reporting based on the number of contributions, not the number of items contributed. Form 990, Schedule M, Part II, Supplemental Information: During the tax year the organization received various non-cash donations from members of the community to support the hospital's clinical workers treating patients impacted by the COVID-19 pandemic. Examples include, but are not limited to, medical supplies, meals and clothing/household goods. Form 990, Part I, Line 4 and Part VI, Line 1b: Number of Independent Board Members: The majority of the members of the organization's governing body are employees of the organization or of a related tax exempt organization. Therefore, the organization's governing body would not be deemed independent according to the definition of independence in the Form 990 instructions. However, BSW Holdings, as the organization's ultimate parent, appoints the members of the organization's governing body to fulfill the mission and charitable purpose of the organization. BSW Holdings' governing body is, and would be deemed independent under the said instructions, because it is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System, a tax exempt, Texas nonprofit corporation, is the sole member. Form 990, Part VI, Section A, line 7a Election of members of governing body by members, stockholders, or other persons: Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: All rights and powers are reserved to the organization's ultimate parent, BSW Holdings, except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by joint commission. For example, BSW Holdings' substantial reserved rights and powers include, without limitation, approval of the organization's certificate of formation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section B, line 11b Process used to review the Form 990: The Form 990 is prepared and reviewed by the BSWH tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS. Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with an actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements, employed physicians, persons who participate in the design, coordination, conduct, or reporting of research on behalf of BSWH, and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BSW Holdings Board of Trustees Audit and Compliance Committee, the BSW Holdings Board of Trustees Governance Committee (with respect to Baylor Scott & White Holdings Trustees), and/or the Baylor Scott & White Health Corporate Compliance Committee as the case may be will review all material disclosures submitted by these individuals to determine whether a conflicts of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual. Form 990, Part VI, Section B, line 15 Process for determining compensation: The organization, a controlled affiliate of Baylor Scott & White Holdings, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help the organization maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers and key employees' total compensation is based on significant performance achievements. This strategy places a greater emphasis on the importance of the organization achieving targeted improvements in the areas of people, quality, patient satisfaction and financial stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the Baylor Scott & White Holdings Board of Trustees and its Compensation Committee to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers explicitly held by Baylor Scott & White Holdings, works directly with an independent compensation consultant(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Compensation Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision-making process, the Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's certificate of formation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BSW Holdings that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public and are not required disclosures pursuant to Internal Revenue Code (IRC) Section 6104. Form 990, Part XI, line 9: Transfers Between Entities Under Common Control -25,000. Change in Value of Split Interest Agreements -3,723,387. Uncollectible Pledges -1,575,724. Self Insurance Liability Reserve -11,694. Supplemental Information: IRC Section 6038 Statement: Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and the constructive ownership rules of IRC Sections 958(a) and (b), the taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, with respect to certain controlled foreign corporations (CFCs) including Baylor Scott & White Assurance SPC. These filing requirements are or will be satisfied through the filing of Form 5471 for this CFC by the U.S. taxpayer identified below who has the same filing requirement. Taxpayer Name: Baylor University Medical Center Taxpayer Address: 301 N. Washington Avenue, Dallas, TX 75246 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1837454 IRS Service Center where U.S. tax return was or will be filed: E-filed All Saints Health Foundation 301 N Washington Avenue Dallas TX 75246 751947007 Fundraising TX 501(c)(3) Line 7 Baylor All Saints Medical Center 1 Baylor All Saints Medical Center 301 N Washington Avenue Dallas TX 75246 751008430 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Health Care System 301 N Washington Avenue Dallas TX 75246 751812652 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Health Care System Employee Benefit Trust 301 N Washington Avenue Dallas TX 75246 751848557 VEBA TX 501(c)(9) Baylor Health Care System 1 Baylor Institute for Rehabilitation at Gaston Episcopal Hosp 301 N Washington Avenue Dallas TX 75246 751037226 Rehabilitation Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Carrollton 301 N Washington Avenue Dallas TX 75246 454510252 Former Hospital/Wind Down TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Irving 301 N Washington Avenue Dallas TX 75246 752586857 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Waxahachie 301 N Washington Avenue Dallas TX 75246 751844139 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Centers at Garland and McKinney 301 N Washington Avenue Dallas TX 75246 751037591 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Grapevine 301 N Washington Avenue Dallas TX 75246 751777119 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Plano 301 N Washington Avenue Dallas TX 75246 820551704 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Research Institute 301 N Washington Avenue Dallas TX 75246 751921898 Research TX 501(c)(3) Line 4 Baylor Health Care System 1 Baylor Scott & White Health 301 N Washington Avenue Dallas TX 75246 463131350 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Scott & White Holdings 301 N Washington Avenue Dallas TX 75246 463130985 Parent TX 501(c)(3) Line 12b, II N/A 0 Baylor University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 HealthTexas Provider Network 301 N Washington Avenue Dallas TX 75246 752536818 Physician Services TX 501(c)(3) Line 3 Baylor Health Care System 1 Hillcrest Baptist Medical Center 301 N Washington Avenue Dallas TX 75246 741161944 Hospital TX 501(c)(3) Line 3 Scott & White Memorial Hospital 1 Hillcrest Family Health Center 301 N Washington Avenue Dallas TX 75246 742730350 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Hillcrest Physician Services 301 N Washington Avenue Dallas TX 75246 742967081 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Irving Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 751570933 Fundraising TX 501(c)(3) Line 7 Baylor Medical Center at Irving 1 Scott & White Clinic 301 N Washington Avenue Dallas TX 75246 742958277 Physician Services TX 501(c)(3) Line 10 Scott & White Healthcare 1 Scott & White Continuing Care Hospital 301 N Washington Avenue Dallas TX 75246 202850920 Long Term Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White EMS Inc 301 N Washington Avenue Dallas TX 75246 753242749 Emergency Transport TX 501(c)(3) Line 10 Scott & White Memorial Hospital 1 Scott & White Foundation-Brenham 301 N Washington Avenue Dallas TX 75246 742460815 Fundraising TX 501(c)(3) Line 7 Scott & White Hospital-Brenham 1 Scott and White Health Plan 301 N Washington Avenue Dallas TX 75246 742052197 HMO TX 501(c)(4) Baylor Scott & White Holdings 1 Scott & White Healthcare 301 N Washington Avenue Dallas TX 75246 264532547 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Scott & White Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 273513154 Fundraising TX 501(c)(3) Line 7 Scott & White Healthcare 1 Scott & White Hospital-Brenham 301 N Washington Avenue Dallas TX 75246 742519752 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-College Station 301 N Washington Avenue Dallas TX 75246 274434451 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Marble Falls 301 N Washington Avenue Dallas TX 75246 464007700 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Round Rock 301 N Washington Avenue Dallas TX 75246 203749695 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Taylor 301 N Washington Avenue Dallas TX 75246 741595711 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Memorial Hospital 301 N Washington Avenue Dallas TX 75246 741166904 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Southern Sector Health Initiative 301 N Washington Avenue Dallas TX 75246 263087442 Diabetes Health & Wellness Center TX 501(c)(3) Line 12a, I Baylor University Medical Center 1 Baylor Scott & White Medical Centers-Capitol Area 301 N Washington Avenue Dallas TX 75246 813040663 Hospital TX 501(c)(3) Line 3 Baylor Scott & White Health 1 Century Integrated Partners Inc 301 N Washington Avenue Dallas TX 75246 810872075 Physician Services/Emergency Care TX 501(c)(3) Line 3 Baylor University Medical Center 1 Baylor Scott & White Medical Center - Centennial 301 N Washington Avenue Dallas TX 75246 824052186 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Scott & White Care Plans 301 N Washington Avenue Dallas TX 75246 822794853 HMO TX 501(c)(4) Scott and White Health Plan 1 Lake Pointe Operating Company LLC 301 N Washington Avenue Dallas TX 75246 260194016 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Arlington Ortho & Spine Hospital LLC 14201 Dallas Parkway Dallas TX 75254 261578178 Hospital TX N/A 0 0 Baylor Affiliated Services LLC 301 N Washington Avenue Dallas TX 75246 260614730 Benefit Plans TX N/A 0 0 Baylor Heart and Vascular Center LLP 301 N Washington Avenue Dallas TX 75246 752834135 Specialty Hospital TX N/A 0 0 Baylor Surgicare at Ennis LLC 14201 Dallas Parkway Dallas TX 75254 274202856 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Granbury LLC 14201 Dallas Parkway Dallas TX 75254 263896477 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Mansfield LLC 14201 Dallas Parkway Dallas TX 75254 271835675 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Plano Parkway LLC 14201 Dallas Parkway Dallas TX 75254 274282604 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Plano LLC 14201 Dallas Parkway Dallas TX 75254 260308454 Ambulatory Surgery Center TX N/A 0 0 Bellaire Outpatient Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562297308 Ambulatory Surgery Center TX N/A 0 0 BIR JV LLP 4714 Gettysburg Rd Mechanicsburg PA 17055 274586141 Rehabilitation Hospitals TX N/A 0 0 BTDI JV LLP 1431 Perrone Way Franklin TN 37069 462908086 Outpatient Imaging Centers TX N/A 0 0 Dallas Surgical Partners LLC 14201 Dallas Parkway Dallas TX 75254 722183815 Ambulatory Surgery Center TX N/A 0 0 Denton Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752708579 Ambulatory Surgery Center TX N/A 0 0 Desoto Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752592508 Ambulatory Surgery Center TX N/A 0 0 EBD JV LLP 8686 New Trails Dr Suite 100 The Woodlands TX 77381 455434614 Free Standing Emergency Hospitals TX N/A 0 0 Frisco Medical Center LLP 14201 Dallas Parkway Dallas TX 75254 752865177 Hospital TX N/A 0 0 Ft Worth Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752658178 Hospital TX N/A 0 0 Garland Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752764855 Ambulatory Surgery Center TX N/A 0 0 Grapevine Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752854711 Ambulatory Surgery Center TX N/A 0 0 HealthTexas Provider Network-Gastro Serv LLP 301 N Washington Avenue Dallas TX 75246 731697736 Ambulatory Surgery Center TX N/A 0 0 Heritage Park Surgical Hospital LLC 14201 Dallas Parkway Dallas TX 75254 611762781 Hospital TX N/A 0 0 Irving Coppell Surgical Hospital LLP 14201 Dallas Parkway Dallas TX 75254 542086863 Hospital TX N/A 0 0 Lewisville Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752862263 Ambulatory Surgery Center TX N/A 0 0 Lone Star Endoscopy Center LLC 14201 Dallas Parkway Dallas TX 75254 273635726 Ambulatory Surgery Center TX N/A 0 0 MEDCO Construction LLC 301 N Washington Avenue Dallas TX 75246 205965871 Inactive TX N/A 0 0 Metrocrest Surgery Center LP 14201 Dallas Parkway Dallas TX 75254 030380493 Ambulatory Surgery Center TX N/A 0 0 Metroplex Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752567179 Ambulatory Surgery Center TX N/A 0 0 MSH Partners LLC 14201 Dallas Parkway Dallas TX 75254 752829613 Hospital TX N/A 0 0 North Central Surgical Center LLP 14201 Dallas Parkway Dallas TX 75254 201508140 Hospital TX N/A 0 0 North Garland Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562399993 Ambulatory Surgery Center TX N/A 0 0 Park Cities Surgery Center LLC 14201 Dallas Parkway Dallas TX 75254 562357079 Ambulatory Surgery Center TX N/A 0 0 Physicians Surgical Center of Ft Worth LLP 14201 Dallas Parkway Dallas TX 75254 208303422 Ambulatory Surgery Center TX N/A 0 0 Rockwall Ambulatory Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 205506447 Ambulatory Surgery Center TX N/A 0 0 Specialty Surgery Center of Fort Worth LP 14201 Dallas Parkway Dallas TX 75254 201942281 Inactive TX N/A 0 0 Surgery Center of Richardson Phys Pship LP 14201 Dallas Parkway Dallas TX 75254 200606781 Inactive TX N/A 0 0 Texas Endoscopy Centers LLC 14201 Dallas Parkway Dallas TX 75254 470985876 Ambulatory Surgery Center TX N/A 0 0 Texas Health Ventures Group LLC 14201 Dallas Parkway Dallas TX 75254 752696845 Holds interests in ASCs/ Short Stay Hospitals TX N/A 0 0 Texas Heart Hospital of the Southwest LLP 301 N Washington Avenue Dallas TX 75246 412101361 Specialty Hospital TX N/A 0 0 THVG Bariatric LLC 14201 Dallas Parkway Dallas TX 75254 383894636 Holds interests in Ambulatory Surgery Centers TX N/A 0 0 Trophy Club Medical Center LP 14201 Dallas Parkway Dallas TX 75254 481260190 Hospital TX N/A 0 0 Tuscan Surgery Center at Las Colinas LLC 14201 Dallas Parkway Dallas TX 75254 273578014 Ambulatory Surgery Center TX N/A 0 0 University Surgical Partners of Dallas LLP 14201 Dallas Parkway Dallas TX 75254 550823809 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at North Dallas LLC 14201 Dallas Parkway Dallas TX 75254 752900902 Ambulatory Surgery Center TX N/A 0 0 BT East Dallas JV LLP 301 N Washington Avenue Dallas TX 75246 475119983 Former Hospital/Wind Down TX N/A 0 0 BT Garland JV LLP 301 N Washington Avenue Dallas TX 75246 475009342 Former Hospital/Wind Down TX N/A 0 0 Blue Stone JV LLP 1431 Perrone Way Franklin TN 37069 474798129 Outpatient Imaging Centers TX N/A 0 0 Baylor Surgicare at Baylor Plano LLC 14201 Dallas Parkway Dallas TX 75254 813127185 Ambulatory Surgery Center TX N/A 0 0 Blue Stone Frisco JV LLP 1431 Perrone Way Franklin TN 37069 812480586 Outpatient Imaging Centers TX N/A 0 0 Centennial ASC LLC 14201 Dallas Parkway Dallas TX 75254 352199232 Ambulatory Surgery Center TX N/A 0 0 Texas Regional Medical Center LLC 14201 Dallas Parkway Dallas TX 75254 510570864 Hospital TX N/A 0 0 Texas Spine and Joint Hospital LLC 14201 Dallas Parkway Dallas TX 75254 752951355 Hospital TX N/A 0 0 Baylor Surgicare at Blue Star LLC 14201 Dallas Parkway Dallas TX 75254 814638201 Ambulatory Surgery Center TX N/A 0 0 SurgCenter of Plano LLC 14201 Dallas Parkway Dallas TX 75254 462873916 Ambulatory Surgery Center TX N/A 0 0 Bear Creek Surgery Center LLC 14201 Dallas Parkway Dallas TX 75254 465530768 Ambulatory Surgery Center TX N/A 0 0 Gateway Diagnostic JV LLC 1431 Perrone Way Franklin TX 37069 870891986 Outpatient Imaging Centers TX N/A 0 0 Baylor Scott & White Surgicare at Weatherford LLC 14201 Dallas Parkway Dallas TX 75254 862430796 Ambulatory Surgery Center TX N/A 0 0 SurgCenter of Greater Dallas LLC 14201 Dallas Parkway Dallas TX 75254 831498677 Ambulatory Surgery Center TX N/A 0 0 Oak Point Surgical Suites LLC 14201 Dallas Parkway Dallas TX 75254 823437812 Ambulatory Surgery Center TX N/A 0 0 BSW Home Recovery Care LLC 49 Music Square West Ste 401 Nashville TN 37203 882913146 Home Care Services TX N/A 0 0 Sherman Endoscopy LLC 14201 Dallas Parkway Dallas TX 75254 861402910 Ambulatory Surgery Center TX N/A 0 0 Baylor All Saints Med Ctr at Ft Worth Condo Owners Assoc Inc 301 N Washington Avenue Dallas TX 75246 261661900 Condo Association TX N/A C 1 Baylor Health Enterprises LP 301 N Washington Avenue Dallas TX 75246 751997378 Fitness Center/Pharmacy TX N/A C 1 Baylor Health Network Inc 301 N Washington Avenue Dallas TX 75246 752463251 Inactive TX N/A C 1 Baylor Med Ctr at Grapevine Condo Owners Association Inc 301 N Washington Avenue Dallas TX 75246 752747555 Condo Association TX N/A C 1 Baylor Quality Health Care Alliance LLC 301 N Washington Avenue Dallas TX 75246 454015863 ACO TX N/A C 1 Baylor Scott & White Assurance SPC 23 Lime Tree Bay Grand Cayman CJ 980589956 Investment CJ N/A C 1 BMP Incorporated 301 N Washington Avenue Dallas TX 75246 751436779 Post Office TX N/A C 1 BUMCRoberts Condominium Owners Association Inc 301 N Washington Avenue Dallas TX 75246 752897806 Condo Association TX N/A C 1 Charitable Lead Trusts (3) Investment TX N/A T 0 Charitable Remainder Trusts (51) Investment TX N/A T 0 Hillcrest Health Holdings Inc 301 N Washington Avenue Dallas TX 75246 742793367 Inactive TX N/A C 1 Baylor Scott & White Insurance Company 301 N Washington Avenue Dallas TX 75246 743092083 Insurance TX N/A C 1 SHA LLC 301 N Washington Avenue Dallas TX 75246 752569094 HMO TX N/A C 1 Southwest Life & Health Insurance Company 301 N Washington Avenue Dallas TX 75246 751085046 Insurance TX N/A C 1 APN 14201 Dallas Parkway Dallas TX 75254 320416211 Inactive TX N/A C 1 Spine & Joint Physician Associates 14201 Dallas Parkway Dallas TX 75254 473135825 Inactive TX N/A C 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 Scott & White Memorial Hospital B 55683 GAAP Baylor All Saints Medical Center B 74475 GAAP Southern Sector Health Initiative B 864550 GAAP HealthTexas Provider Network B 1212086 GAAP Baylor University Medical Center B 21939866 GAAP Baylor Research Institute B 8363719 GAAP Baylor Regional Medical Center at Plano B 114199 GAAP Baylor Regional Medical Center at Grapevine B 409232 GAAP Baylor Medical Center at Waxahachie B 302583 GAAP Baylor Medical Centers at Garland and McKinney B 233634 GAAP Baylor Scott & White Health B 3120578 GAAP BIR JV LLP C 1933537 GAAP Baylor Health Care System C 7118861 GAAP Baylor Scott & White Health M 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