2022-05-13T11:45:17-05:00 2021-06-30 990 2020-07-01 273513154 Scott & White Healthcare Foundation SCOT 2148204135 301 N Washington Avenue Dallas TX 75246 Lori Luppino Interim President 2547242111 2022-05-13 Lori Luppino 999009999 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z Baylor Scott & White-Central Texas Foundation Lori Luppino 2401 S 31st Street Temple TX 76508 82639969 0 X ctxfoundation.bswhealth.com X 2010 TX To establish relationships and develop an understanding of and a belief in Baylor Scott & White's missions and vision in order to obtain philanthropic financial resources to meet the needs of the network of clinics, acute care hospitals and related health care entities it serves. 22 12 22 12 15044 13970 23772369 15154194 0 0 4253994 6463815 480346 317075 28506709 21935084 47281848 36973044 0 0 2694439 2746976 36000 36000 1526601 2012344 2226351 52024631 41982371 -23517922 -20047287 164912352 180193020 6740964 17351572 158171388 162841448 X To establish relationships and develop an understanding of and a belief in Baylor Scott & White's mission and vision in order to obtain philanthropic financial resources to meet the needs of those it serves. 0 0 37937028 36973044 0 See Schedule OScott & White Healthcare Foundation dba Baylor Scott & White-Central Texas Foundation (Foundation) raises and manages charitable funds to support Baylor Scott & White Health and its charitable affiliates. Established as a nonprofit organization exempt under 501(c)(3) on July 22, 2010, the Foundation has distributed more than $213 million to Baylor Scott & White Health, helping the healthcare system achieve its mission of serving all people by promoting the well-being of all individuals, families and communities. Our generous donors are philanthropic partners who believe in Baylor Scott & White's mission, providing support to enhance specialty care services, improve access to primary care, and advance medical technology through innovation. Significant support from the Foundation equips Baylor Scott & White Health to embrace new changes, continue to excel in the delivery of quality services to its patients, and develop new models of care to meet the needs of a growing population. Through the support of generous donors, the Foundation is helping Baylor Scott & White Health improve lives in central Texas and beyond in many tangible, lasting ways. During the fiscal year, the Foundation distributed more than $37 million for priority programs and initiatives across Baylor Scott & White Health. 37937028 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 15 0 1 22 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 22 12 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA FL GA 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 Timothy Bittenbinder MD Director 1.00 40.00 X 0 923392 131723 Robin W Watson MD Director 1.00 40.00 X 0 789600 114983 Mark Montgomery MD Director 1.00 40.00 X 0 771624 49835 Michael D Reis MD Director 1.00 40.00 X 0 698187 96719 Angel Caldera MD Director 1.00 40.00 X 0 737164 49914 Andrejs Avots-Avotins MD Director 1.00 40.00 X 0 701008 23160 Erin Bird MD Director 1.00 40.00 X 0 561658 52324 Arundhati Rao MD PhD Trustee 1.00 40.00 X 0 565999 25628 Tresa McNeal MD Director 1.00 40.00 X 0 462010 39408 Dominic Lucia MD Director 1.00 40.00 X 0 440723 49345 Carey Hobbs Director 1.00 1.00 X 0 0 0 Donald R Grobowsky Director 1.00 2.00 X 0 0 0 Drayton McLane III Director/Vice Chair 1.00 2.00 X X 0 0 0 James H Mills Director 1.00 2.00 X 0 0 0 Jim Kruse Director 1.00 2.00 X 0 0 0 Louis S Casey Jr Director 1.00 2.00 X 0 0 0 Mary Claire Culpepper Director 1.00 0.00 X 0 0 0 Michelle Digaetano Director 1.00 0.00 X 0 0 0 Morris E Foster Director 1.00 2.00 X 0 0 0 Ted W Hejl Director 1.00 0.00 X 0 0 0 Thomas Burdett Director/Chair 1.00 2.00 X X 0 0 0 William Rogers Director 1.00 2.00 X 0 0 0 Penny Cermak Treasurer (thru 11/2/20) 1.00 40.00 X 0 1357352 335979 Jana Sharpley President/CEO 40.00 0.00 X 424177 0 75828 Grant Teegarden Secretary 1.00 40.00 X 0 361273 65800 Carrol Aulbaugh Treasurer (eff 9/25/20) 1.00 40.00 X 0 418868 0 Amy Martin VP CFO 1.00 40.00 X 0 350947 57939 Christopher Beck Director Philanthropy 40.00 0.00 X 158087 0 22065 Jeremy J Ksionda Director Philanthropy 40.00 0.00 X 136197 0 20361 Lori Luppino Director Philanthropy 40.00 0.00 X 139646 0 16904 Ashley Castillo Director Philanthropy 40.00 0.00 X 127592 0 26188 Kassi Horner Director Philanthropy 40.00 0.00 X 116010 0 14670 Francis P Anderson Former Officer 0.00 0.00 X 0 441169 0 Enid Wade Former Officer 0.00 40.00 X 0 364922 62653 1101709 9945896 1331426 6 1 1 0 0 4978767 10175427 1522992 15154194 2681288 2681288 317075 15044 302031 64487412 60704885 3782527 3782527 3782527 21935084 0 15044 6765846 36955116 36955116 17928 17928 485185 97037 97037 291111 1898670 568807 587711 742152 69930 20950 21646 27334 155091 46462 48007 60622 138100 41022 38614 58464 38426 38426 3564 3564 36000 36000 1727381 68201 1561980 97200 8065 2396 2255 3414 126135 37468 35268 53399 144278 42857 40341 61080 30481 9054 8523 12904 4562 1355 1276 1931 983 292 275 416 88731 26357 24810 37564 377 112 105 160 Donor Recognition Fndrs 41248 41248 Federal Income Tax 7381 7381 Non-Medical Supplies 2965 881 829 1255 Meals & Entertainment 958 493 465 816 240 229 347 41982371 37937028 2518742 1526601 1865955 568319 21906759 22198459 213937 1168806 3304839 1562907 1830663 1741932 138976778 154377861 118260 137643 164912352 180193020 5340802 16038927 1400162 1312645 6740964 17351572 X 34611639 23361065 123559749 139480383 158171388 162841448 164912352 180193020 X -20047287 22699629 2017718 X 0 1 X 1 0 X 17270066 16576854 15933614 23772369 15154194 88707097 17270066 16576854 15933614 23772369 15154194 88707097 459557 88247540 2940489 3201321 3202804 3086585 2983319 15414518 7619 34191 31827 26416 14970 115023 104236638 153301 0.84660 0.82980 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 604 1 3564 0 0 4168 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. 78433403 371169 14092432 11834004 81063000 103871667 57192 1852162 27347618 78433403 122310817 740407 4125921 23305478 103871667 112467588 107317 13658656 3922744 122310817 113119337 421608 5349112 6422469 112467588 0.12270 0.50920 0.36810 0 0 10500 610050 620550 1649950 1131060 518890 1034339 431847 602492 1741932 Trusts Due to Unrelated Beneficiaries 1312645 1312645 X Part V, Line 4: The Baylor Scott & White-Central Texas 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, 2021, the Foundations had no material gross unrecognized tax benefits. X X X X X X X 1 TL Jones & Associates LLC 22 Pascal Ln Austin TX 78746 Identify potential donors and business development 0 0 0 36000 36000 AK CA CO CT FL GA 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 1 Scott & White Memorial Hospital 301 N Washington Avenue Dallas TX 75246 741166904 501 (c) (3) 18069840 281790 FMV COVID Related Donations and other hospital items Medical research,education and other patient programs and services Hillcrest Baptist Medical Center 301 N Washington Avenue Dallas TX 75246 741161944 501 (c) (3) 6519593 4330 FMV COVID Related Donations and other hospital items Education and other patient programs and services Scott & White Hospital-College Station 301 N Washington Avenue Dallas TX 75246 274434451 501 (c) (3) 544698 18126 FMV COVID Related Donations and other hospital items Education and other patient programs and services Scott & White Hospital-Marble Falls 301 N Washington Avenue Dallas TX 75246 464007700 501 (c) (3) 155127 3740 FMV COVID Related Donations and other hospital items Education and other patient programs and services Scott & White Hospital-Brenham 301 N Washington Avenue Dallas TX 75246 742519752 501 (c) (3) 65867 1375 FMV COVID Related Donations and other hospital items Education and other patient programs and services Scott & White Clinic 301 N Washington Avenue Dallas TX 75246 742958277 501 (c) (3) 5902159 9982 FMV COVID Related Donations and other hospital items Education and other patient programs and services Baylor Scott & White Health 301 N Washington Avenue Dallas TX 75246 463131350 501 (c) (3) 1606317 N/A N/A Education and other patient programs and services Scott & White Hospital Round Rock 301 N Washington Avenue Dallas TX 75246 203749695 501 (c) (3) 2099859 16150 FMV COVID Related Donations and other hospital items Education and other patient programs and services Baylor Research Institute 301 N Washington Avenue Dallas TX 75246 751921898 501 (c) (3) 1085691 N/A N/A Medical Research Scott & White Hospital-Taylor 301 N Washington Avenue Dallas TX 75246 741595711 501 (c) (3) 109292 3000 FMV COVID Related Donations and other hospital items Education and other patient programs and services Baylor Scott & White Medical Centers-Capitol Area 301 N Washington Avenue Dallas TX 75246 813040663 501 (c) (3) 39635 3923 FMV COVID Related Donations and other hospital items Education and other patient programs and services Scott & White Hospital-Llano 301 N Washington Avenue Dallas TX 75246 273026151 501 (c) (3) 383013 N/A N/A Education and other patient programs and services Baylor University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 501 (c) (3) 28473 N/A N/A Education and other patient programs and services 13 0 Scholarships 6 17928 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 must return a signed receipt indicating the funds were used for that purpose. X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 Penny Cermak Treasurer (thru 11/2/20) 0 621937 0 654490 0 80925 0 307657 0 28322 0 1693331 0 73028 Timothy Bittenbinder MD Director 0 652047 0 259861 0 11484 0 107286 0 24437 0 1055115 0 0 Robin W Watson MD Director 0 561224 0 224497 0 3879 0 83940 0 31043 0 904583 0 0 Mark Montgomery MD Director 0 713795 0 34621 0 23208 0 22800 0 27035 0 821459 0 0 Michael D Reis MD Director 0 471755 0 197001 0 29431 0 74765 0 21954 0 794906 0 0 Angel Caldera MD Director 0 714877 0 871 0 21416 0 22800 0 27114 0 787078 0 0 Andrejs Avots-Avotins MD Director 0 462529 0 138352 0 100127 0 0 0 23160 0 724168 0 0 Erin Bird MD Director 0 539955 0 871 0 20832 0 22800 0 29524 0 613982 0 0 Arundhati Rao MD PhD Trustee 0 526367 0 25871 0 13761 0 14250 0 11378 0 591627 0 0 Tresa McNeal MD Director 0 428195 0 33124 0 691 0 22800 0 16608 0 501418 0 0 Jana Sharpley President/CEO 318792 0 87313 0 18072 0 54486 0 21342 0 500005 0 0 0 Dominic Lucia MD Director 0 413017 0 27263 0 443 0 22800 0 26545 0 490068 0 0 Francis P Anderson Former Officer 0 0 0 0 0 441169 0 0 0 0 0 441169 0 219965 Enid Wade Former Officer 0 259379 0 95921 0 9622 0 43027 0 19626 0 427575 0 0 Grant Teegarden Secretary 0 263839 0 96050 0 1384 0 37564 0 28236 0 427073 0 0 Carrol Aulbaugh Treasurer (eff 9/25/20) 0 365385 0 0 0 53483 0 0 0 0 0 418868 0 0 Amy Martin VP CFO 0 266141 0 82500 0 2306 0 42359 0 15580 0 408886 0 0 Christopher Beck Director Philanthropy 136733 0 21243 0 111 0 7113 0 14952 0 180152 0 0 0 Jeremy J Ksionda Director Philanthropy 117645 0 18473 0 79 0 4751 0 15610 0 156558 0 0 0 Lori Luppino Director Philanthropy 120303 0 18745 0 598 0 6260 0 10644 0 156550 0 0 0 Ashley Castillo Director Philanthropy 109601 0 17923 0 68 0 5985 0 20203 0 153780 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 during the tax year. Discretionary spending account-The organization provides eligible employees who travel frequently in their personal vehicle an auto expense allowance in lieu of reimbursement for business mileage under the organization's business travel and expense reimbursement policy. All auto 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. 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: Francis P. Anderson received a severance payment from a related organization in the amount of $219,037. Penny Cermak received a severance payment from a related organization in the amount of $47,500 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, Andrejs Avots-Avotins, M.D. ($67,310), Angel Caldera, M.D., Arundhati Rao, M.D., Ph.D., Dominic Lucia, M.D., Enid Wade, Erin Bird, M.D., Francis P. Anderson ($219,965), Grant Teegarden, Jana Sharpley, Mark Montgomery, M.D., Michael D. Reis, M.D., Penny Cermak, Robin W. Watson, M.D., Timothy Bittenbinder, M.D. and Tresa McNeal, M.D. 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 7658 Fair Market Value X 175488 Fair Market Value X 6 1180576 Fair Market Value X 18 12057 Fair Market Value X Covid Related Donations 105 147212 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 organization and its clinical workers treating patients impacted by the COVID-19 pandemic. Examples include, but are not limited to, personal protective equipment, food and beverages, hand sanitizer, and clothing and household goods. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which Scott & White Healthcare, 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 and the BSW Holdings' Corporate Compliance Committee review all relevant disclosures submitted by these individuals to determine whether a conflict 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. Form 990, Part XI, line 9: Self Insurance Liability Reserve -4,399. Transfers Between Entities Under Common Control 549,976. Uncollectible Pledges -312,019. Unrestricted Split Int Agreements 1,784,160. 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 Forms 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 Health Care System Foundation 301 N Washington Avenue Dallas TX 75246 751606705 Fundraising TX 501(c)(3) Line 7 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 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-Llano 301 N Washington Avenue Dallas TX 75246 273026151 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 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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 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 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 Remainder Trust (51) Investment TX N/A T 0 Charitable Lead Trust (3) 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 Baylor Scott & White Assurance SPC 23 Lime Tree Bay Grand Cayman CJ 980589956 Investment CJ 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 1 Scott & White Hospital Round Rock B 2116009 GAAP Scott & White Memorial 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