2022-05-13T13:38:03-05:00 2021-06-30 990 2020-07-01 742730350 Hillcrest Family Health Center HILL 2148204135 301 N Washington Avenue Dallas TX 75246 Shellie Mach VP CFO 2542029450 2022-05-13 Shellie Mach 999009999 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z Charles Williams 100 Hillcrest Medical Blvd Waco TX 76712 36599949 0 X www.bswhealth.com X 1994 TX Faith based physician clinic providing exemplary patient care, medical education, medical research and community service to residents of the Central Texas region since 1994. 8 0 304 0 0 0 10434588 9301024 25569009 27296776 6550 2149 0 0 36010147 36599949 0 0 0 0 25971937 25865741 0 0 0 9950860 11111161 35922797 36976902 87350 -376953 8164296 7452241 7817330 7441683 346966 10558 X Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. 0 0 34238278 0 27298847 See Schedule OHillcrest Family Health Center (HFHC) is a faith-based, nonprofit physician group providing exemplary patient care services to the residents of McLennan County and the surrounding communities since 1994 and is a key component in fulfilling the overall charitable mission of Baylor Scott & White Health (BSWH). HFHC is affiliated with BSWH, a faith based nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the residents of North and Central Texas. As the largest not-for-profit health care system in Texas and one of the largest in the United States, BSWH was born from the 2013 combination of Baylor Health Care System and Scott & White Healthcare. Today, BSWH has over 1,100 patient access points including 51 hospitals, 561 specialty care clinics, 195 outpatient clinics, 160 primary care clinics, 32 pharmacies, 29 ambulatory surgery centers, and more than 7,300 active physicians. The system also includes a state certified health maintenance organization, the Scott and White Health Plan and the Baylor Scott & White Quality Alliance accountable care organization both covering over 983,000 lives. HFHC is one of the BSWH's physician practice groups in the Waco area of central Texas. During the fiscal year HFHC provided 152,867 patient visits.HFHC is committed to offering access to quality health care including providing free or discounted health care to the indigent, the underserved population and persons covered by government sponsored indigent health care and other government sponsored programs. During the fiscal year HFHC provided free or discounted care totaling more than $30,000 to indigent patients qualifying under the financial assistance policy.Also, as part of its mission and charitable purpose, HFHC develops implements and operates innovative strategies and programs that create access to health services, provide equitable care and improves health outcomes for the indigent and the medically underserved population. These activities include wellness programs, community education programs, special programs for the elderly, handicapped and medically underserved and a variety of broad community support activities. 34238278 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 10 0 1 304 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Angie Hutson 2148201075 301 N Washington Avenue Dallas TX 75246 Kyle Hulme MD Director 40.00 0.00 X 859457 0 93125 William McCunniff MD Director (thru 12/31/20) 40.00 0.00 X 497106 0 76643 David S Myers MD Director (thru 12/31/20) 40.00 0.00 X 493024 0 57860 Stephen P Raley MD Chair/Director 40.00 0.00 X X 469630 0 52725 Sherry Spacek-Llanas MD Director 40.00 0.00 X 418314 0 74674 Elizabeth B Turnage MD Director 40.00 0.00 X 415622 0 63856 Brian Barkley DO Director (eff 1/1/21) 40.00 0.00 X 344074 0 62572 Rebeckah Burns MD Director (thru 12/31/20) 40.00 0.00 X 331600 0 61724 Krystle Bates MD Director (eff 1/1/21) 40.00 0.00 X 299299 0 62270 William Hinds MD Director 40.00 0.00 X 262736 0 57257 Brian Bull MD Director (thru 12/31/20) 40.00 0.00 X 261713 0 48602 Celeste Hecox MD Director 40.00 0.00 X 165666 0 17673 James Morrison MD CMO (thru 12/31/20) 1.00 40.00 X 0 537235 97806 Umad Ahmad MD CMO (eff 1/1/21) 1.00 40.00 X 0 572102 52029 Rebecca Hardie President/CEO (thru 12/31/20) 1.00 40.00 X 0 358577 36506 Richard Perkins Secretary/Treasurer (thru 7/10/20) 1.00 40.00 X 0 247826 19892 Matthew Rohrer VP Clinic Operations 1.00 40.00 X 0 224634 35147 Shellie Mach Secretary/Treasurer (eff 7/11/20) 1.00 40.00 X 0 171949 35373 Charles Williams President/CEO (eff 1/11/21) 1.00 40.00 X 0 0 0 John McClanahan MD Physician 40.00 0.00 X 586387 0 77653 James T Graham MD Physician 40.00 0.00 X 516633 0 68962 Leighton Carl MD Physician 40.00 0.00 X 419291 0 67562 Nicholas Wilhelm MD Physician 40.00 0.00 X 397923 0 47084 Britni Eklund DO Physician 40.00 0.00 X 371941 0 51735 Glenn A Robinson Former Officer 1.00 40.00 X 0 1440093 28481 Brad Crye Former Officer 0.00 40.00 X 0 266312 31550 7110416 3818728 1378761 42 1 1 0 Baylor Quality Health Care Alliance LLC 301 N Washington Ave Dallas TX 75246 Accountable Care Services 296928 Aramark Services Inc PO Box 651009 Charlotte NC 282651009 Environmental Services 185949 Radiology Consultants of Texas 100 Hillcrest Medical Parkway Waco TX 76712 Physician Services 144683 3 6902198 2398826 9301024 Patient Care 621111 26462410 26462410 Shared Savings 621111 783876 783876 Rebates & Refunds 900099 48752 48752 Duplication Fees 561439 1138 1138 Education 611710 600 600 27296776 2149 2071 78 36599949 27298847 0 78 5260283 5260283 16888609 15959626 928983 560222 529008 31214 2028944 1915794 113150 1127683 1078261 49422 2751 2751 3295293 1775567 1519726 21773 21773 264307 180189 84118 1622781 1622781 575040 574861 179 13179 13179 17995 17995 79244 79244 6968 6968 Medical Supplies 4413204 4413204 Non-Medical Supplies 715625 715337 288 Dues & Memberships 79949 79949 Federal Income Tax -266 -266 3318 1493 1825 36976902 34238278 2738624 0 5872107 5276702 1883041 1912638 75952 8839 679901 425839 333196 254062 8164296 7452241 7008084 6762341 809246 679342 7817330 7441683 X 346966 10558 346966 10558 8164296 7452241 X -376953 40545 X 0 1 X 1 1 1 X X 1 Hillcrest Baptist Medical Center 741161944 3 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 969 1 2751 0 0 3720 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. 56534 18783 37751 623367 407056 216311 254062 X Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes". As of June 30, 2021 and 2020, the System had no material gross unrecognized tax benefits. X 1 1 X X X X 0 1 0 1 0 0 0 1 0 Glenn A Robinson Former Officer 0 272946 0 624874 0 542273 0 14250 0 14231 0 1468574 0 193196 Kyle Hulme MD Director 774758 0 35682 0 49017 0 64461 0 28664 0 952582 0 48207 0 John McClanahan MD Physician 555667 0 26741 0 3979 0 52081 0 25572 0 664040 0 3593 0 James Morrison MD CMO (thru 12/31/20) 0 350262 0 181242 0 5731 0 71864 0 25942 0 635041 0 0 Umad Ahmad MD CMO (eff 1/1/21) 0 483010 0 36331 0 52761 0 22800 0 29229 0 624131 0 0 James T Graham MD Physician 442359 0 27342 0 46932 0 45081 0 23881 0 585595 0 26093 0 William McCunniff MD Director (thru 12/31/20) 456684 0 18095 0 22327 0 50297 0 26346 0 573749 0 21957 0 David S Myers MD Director (thru 12/31/20) 447337 0 23586 0 22101 0 47979 0 9881 0 550884 0 21738 0 Stephen P Raley MD Chair/Director 363657 0 51032 0 54941 0 34932 0 17793 0 522355 0 21482 0 Sherry Spacek-Llanas MD Director 372808 0 23430 0 22076 0 42395 0 32279 0 492988 0 19265 0 Leighton Carl MD Physician 355535 0 20987 0 42769 0 43136 0 24426 0 486853 0 24389 0 Elizabeth B Turnage MD Director 371826 0 16798 0 26998 0 41961 0 21895 0 479478 0 22423 0 Nicholas Wilhelm MD Physician 377635 0 0 0 20288 0 22800 0 24284 0 445007 0 0 0 Britni Eklund DO Physician 346740 0 9000 0 16201 0 39075 0 12660 0 423676 0 15978 0 Brian Barkley DO Director (eff 1/1/21) 332772 0 9500 0 1802 0 37730 0 24842 0 406646 0 0 0 Rebecca Hardie President/CEO (thru 12/31/20) 0 288358 0 68412 0 1807 0 13762 0 22744 0 395083 0 0 Rebeckah Burns MD Director (thru 12/31/20) 305467 0 8100 0 18033 0 36924 0 24800 0 393324 0 17782 0 Krystle Bates MD Director (eff 1/1/21) 275388 0 3066 0 20845 0 37262 0 25008 0 361569 0 0 0 William Hinds MD Director 232800 0 12329 0 17607 0 33783 0 23474 0 319993 0 17096 0 Brian Bull MD Director (thru 12/31/20) 228690 0 15695 0 17328 0 33649 0 14953 0 310315 0 16362 0 Brad Crye Former Officer 0 195905 0 55769 0 14638 0 10985 0 20565 0 297862 0 0 Richard Perkins Secretary/Treasurer (thru 7/10/20) 0 154581 0 81167 0 12078 0 8503 0 11389 0 267718 0 0 Matthew Rohrer VP Clinic Operations 0 173369 0 50902 0 363 0 9170 0 25977 0 259781 0 0 Shellie Mach Secretary/Treasurer (eff 7/11/20) 0 143715 0 24481 0 3753 0 7774 0 27599 0 207322 0 0 Celeste Hecox MD Director 153153 0 3725 0 8788 0 17136 0 537 0 183339 0 8671 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. Three of the persons 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, Line 4b 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 supplementa1 non-qualified retirement plan during the tax year: Brian Barkley, D.O., Brian Bull, M.D. ($16,362), Britni Eklund, D.O. ($15,978), Celeste Hecox, M.D. ($8,671), David S. Myers, M.D. ($21,738), Elizabeth B. Turnage, M.D. ($22,423), Glenn A. Robinson ($514,053), James Morrison, M.D., James T. Graham, M.D. ($26,093), John McClanahan, M.D. ($3,593), Krystle Bates, M.D., Kyle Hulme, M.D. ($48,207), Leighton Carl, M.D. ($24,389), Rebeckah Burns, M.D. ($17,782), Sherry Spacek-Llanas, M.D. ($19,265), Stephen P. Raley, M.D. ($21,482), Umad Ahmad, M.D., William Hinds, M.D. ($17,096) and William McCunniff, M.D. ($21,957). Part I, Line 5 The organization employs physicians practicing medicine in office-based (e.g., primary care) and hospital-based (e.g. hospitalists, intensivists, trauma-surgery and other surgical specialties) practice settings. As such, the organization is a key component in fulfilling the overall charitable mission of its sole corporate member, Hillcrest Baptist Medical Center (HBMC), a Texas nonprofit corporation exempt under IRC Section 501(c)(3). No physician employed by the organization is paid compensation contingent upon the organization's overall revenues or net earnings. However, the organization does compensate physicians based, in whole or in part, on a personal productivity formula specific to the physician's practice site to which physicians compensated under such models have been assigned and approved by HBMC based on location and/or specialty. Such models are designed to encourage physicians within a practice site to work productively, efficiently and cost effectively, while also encouraging high quality patient care. Certain of the physicians listed in Form 990, Part VII, Section A, line 1a were compensated under such formula, which renders their compensation contingent upon practice site revenues and certain expenses. Under these models, each practice site includes revenues collected for services provided at the practice site less deductions for practice site direct overhead and certain additional charges imposed by the organization to cover indirect overhead cost. A portion of a physician's compensation may also be paid on the basis of a fixed hourly or annual amount for non-clinical services. The total compensation of such physicians is evaluated based on independent, third-party data to verify consistency with fair market value. 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 in a limited role in their capacity as a board member and may receive small amounts of compensation from the organization for these duties as a member of the governing body. However, the members do receive a majority of their compensation from the organization in their capacity as employed physicians. Form 990, Part I, Line 4 and Part VI, Line 1b: Number of Independent Board Members: The organization is operated under chapter 162.001(b) of the Texas Occupations Code (formerly 5.01(a) in the Medical Practice Act), for the public interest, such as research, education or public health, and must be incorporated and directed by physicians licensed by the Texas Medical Board and actively engaged in the practice of medicine. The administrative side of the corporation may be handled by non-physician officers, but all medical decisions and the overall medical policies of the organization must be made by physicians. The organization's board members are employees of the organization who are appointed by Hillcrest Baptist Medical Center dba Baylor Scott & White Medical Center - Hillcrest (BSW Hillcrest) and are approved by the organization's governing body. As employees of the organization, the organization's board members would not be considered independent according the Form 990 instructions. However, to the fullest extent allowed by state law, BSW Hillcrest, has certain reserved powers over the organization that include, without limitation, financial decisions, compensation (including physicians) matters, approval of the organization's articles of incorporation and bylaws, and amendments thereto, removal of the members of the governing body under certain conditions, and approval of dissolutions and mergers, over the organization. BSW Hillcrest is an organization exempt from tax under IRC section 501(c)(3) and a public charity under IRC section 509(a)(1) and provide leadership and governance to the organization, 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 BSW Hillcrest, 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: BSW Hillcrest is the sole member of the organization. BSW Hillcrest has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. BSW Hillcrest is an organization exempt from tax under IRC section 501(c)(3) and a public charity under IRC section 509(a)(1). Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: All rights and powers are reserved to BSW Hillcrest, 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 Hillcrest's 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. BSW Hillcrest is an organization exempt from tax under IRC section 501(c)(3) and a public charity under IRC section 509(a)(1) and provide leadership and governance to the 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 -169,746. Transfers Between Entities Under Common Control 210,291. 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 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-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 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 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 Trust (3) Investment TX N/A T 0 Charitable Remainder Trust (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 75246 320416211 Inactive TX N/A C 1 Spine & Joint Physician Associates 14201 Dallas Parkway Dallas TX 75246 473135825 Inactive TX N/A C 1 0 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 0 1 1 Hillcrest Baptist Medical Center C 6902198 GAAP Hillcrest Baptist Medical Center K 1505640 GAAP Baylor Quality Health Care Alliance LLC L 758864 GAAP Hillcrest Baptist Medical Center L 627739 GAAP Scott and White Health Plan L 2082848 GAAP Hillcrest Physician Services L 211109 GAAP Baylor Quality Health Care Alliance LLC M 252416 GAAP Baylor Scott & White Health M 2826785 GAAP Baylor Scott & White Health R 169746 GAAP Hillcrest Physician Services S 210291 GAAP