2020-07-13T19:18:44-05:00 2019-06-30 990 2018-07-01 751921898 Baylor Research Institute BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Jaime Walkowiak Secretary/SVP COO 2148204135 2020-07-13 198.205.17.200 2020-07-13 13:25:18 CD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 F69B38D82BF9EF87EAFFF5E726F8CE2CA653FDF4 2018 2021-01-29 14:40:06Z X Baylor Scott & White Research Institute Michael Ramsay 2001 Bryan St Ste 2200 Dallas TX 75201 80384505 0 X www.bswhealth.com X 1982 TX Faith based medical research organization bringing innovative treatment to patients through basic science, clinical trials, and health care effectiveness and quality of care research. 6 4 620 4 0 0 49203979 44547066 21936276 23281627 -222022 -4499617 3538000 6002187 74456233 69331263 0 0 0 0 35008796 35743966 0 0 0 35229508 33486481 70238304 69230447 4217929 100816 149737447 165250659 23166148 15188474 126571299 150062185 X To improve the care and well being of our community, nationally and internationally, through innovative clinically relevant research that is consistent with the mission, vision and values of Baylor Scott & White Health. 0 0 60396338 0 23542968 See Schedule OEstablished in 1984, Baylor Research Institute dba Baylor Scott & White Research Institute (BSW Research) is responsible for the oversight and management of all bench and clinical research conducted throughout the Baylor Scott & White Health (BSWH) system.BSW Research expanded its operations in 2013 as part of the merger between Dallas-based Baylor Health Care System and Temple-based Scott & White Healthcare, which created BSWH the largest nonprofit health system in Texas. BSWH operates as an integrated care delivery network with more than 49,000 employees, approximately 7,500 physicians, and includes 50 hospitals, 532 specialty care clinics, 177 primary care clinics, 197 satellite outpatient clinics, and 28 ambulatory surgery centers, as well as the Scott and White Health Plan, BSW Research Institute and Baylor Scott & White Quality Alliance. BSW Research brings innovation to the forefront of medicine. From discovering new therapies that enhance available treatment options, to studying population health and other trends that improve quality of care, we pursue research focused on bringing patients greater value and addressing the health needs of the communities we serve. We are dedicated to advancing healthcare and ultimately, patient care, through the study and discovery of new preventive therapies and treatments for a broad spectrum of diseases and other chronic conditions. This means our efforts extend beyond microscopic studies; they bring innovation to the patient's bedside. We focus on understanding the base of a disease or condition, in order to then identify potential treatments or preventive therapies, and enroll patients in research trials to further test and / or validate each theory.BSW Research is home to a rich network of 1,100 Research Investigators and dedicated research staff operating within two administrative offices (Dallas and Temple), four clinical trials offices (Dallas, Fort Worth, Plano and Temple) and directly within various BSW research centers, hospitals and clinics. Research staff include principal investigators, contracts and finance specialists, compliance and regulatory specialists, research coordinators, nurses, managers and directors, data analysts and lab assistants, among others. The group oversees research activities supporting nearly 2,000 trials in more than 60 specialty areas annually, including cardiology and vascular, gastroenterology, neurology, oncology and radiation, orthopedics, pathology, radiology, transplant and surgery. Research conducted by and supported by our organization is regularly published in major scientific journals and reported at medical and scientific meetings. This work has also resulted in more than 500 issued and pending patents and trademark registrations spanning immunotherapy, genomics, biomarkers, metabolomics, metabolics, cardiovascular disease and medical devices. The following is a brief snapshot of select clinical, translational and applied health research programs and activities led through BSW Research:Cardiovascular research: BSW Research holds a robust cardiovascular portfolio with study enrollment activities spanning nine BSWH sites, including our flagship cardiovascular programs at Baylor Scott & White The Heart Hospital - Plano, Baylor Scott & White Heart & Vascular Hospital - Dallas, Soltero Cardiovascular Research Center and Baylor Scott & White Medical Center - Temple. BSW Research is accredited by the Association for the Accreditation of Human Research Protection Programs (AAHRPP), which is a voluntary, peer-driven and educationally-based model of accreditation. Each year, we enroll and monitor hundreds of patients as part of major clinical trials examining therapeutic and surgical approaches and outcomes, new medications and new devices. Our cardiovascular research portfolio supports trials spanning: - Atrial Fibrillation - Vascular/TAA conditions - Heart Failure Transplant - Heart Rhythm Disorders - Hypercholesterolemia - Aortic Valve Disorders - Cardiorenal Syndrome - Electrophysiology - Coronary Artery Disease - Mitral Valve Disorders Oncology research: For nearly 40 years, we have been at the forefront of cancer care and research providing personalized, comprehensive and compassionate care for patients with all types of cancers. BSWH supports a sizeable cancer patient volume and stands out among other programs in the country for its clinical care and its clinical research, which takes places at locations including the Round Rock Cancer Center, Baylor Scott & White Medical Center - Temple, and Baylor Scott & White Charles A. Sammons Cancer Centers. BSW Research conducts clinical trials aimed at advanced screenings, prevention, diagnostic, and treatment options to ensure our efforts align with advancing the best in class services offered at BSWH. We run multiple trials across BSWH, including cutting-edge first-in-human CAR-T cell, dendritic vaccine, and Phase I, II and III combination-checkpoint inhibitor studies. Additionally, we have thousands of patients receiving the PD-1/PD-L1 inhibitors nivolumab, pembrolizumab, atezolizumab and durvalumab, and the CTLA-4 inhibitor ipilimumab for a broad number of malignancies. Applied health research: The Center for Applied Health Research (CAHR) supports investigator-initiated research to generate applied health knowledge across our healthcare system. CAHR is a collaborative, multidisciplinary research center within BSW Research. CAHR brings together clinicians, educators and researchers with expertise in areas such as health services research, administrative data extraction and reduction, derivation of care and outcome measures from archival medical records, community-based health research, statistical analysis, research mentoring, patient-centered safety, patient activation research and academic development of clinicians. Current CAHR programs include:- Development and testing of innovative care models within health care and community settings- Impact of care delivery on the health and well-being of individuals and families- The larger impact of health programs on population health CAHR's target populations include older adults, persons living with dementia and their caregivers, individuals with multiple chronic conditions, vulnerable populations and veterans. Our diverse research programs demonstrate collaborative efforts with various organizations, including the Department of Veterans Affairs, Texas A&M Health Science Center, national foundations and numerous health oriented community-based organizations across Texas. Trauma and behavioral health research: BSW Research supports trauma and behavioral health research across multiple sites. One example of this work is found in the Warriors Research Institute (WRI). WRI's mission is to improve the quality of care available to military veterans and emergency responders via a program of scientific inquiry. Through BSW Research, WRI develops and disseminates new treatments for those suffering the sequelae of toxic or traumatic work events. In addition to providing and evaluating state-of-the-art experimental treatments, we train future generations of treatment providers in evolving evidence-based care. Additionally, WRI staff have been involved in over 100 presentations nationally and internationally. WRI leaders continue to foster WRI's growth beyond traditional research programs by also mentoring staff and volunteers, serving on 11 boards, committees, and panels, and consulting for the International Association of Firefighters (IAFF) and the National Development and Research Institutes (NDRI).Transplant research - Our research efforts around transplantation take place at multiple sites including Baylor University Medical Center and Baylor Scott & White Medical Center - Temple. This research continues to hit major milestones and research firsts. The transplant program has completed three successful living donor uterine transplants resulting in three healthy live births in the United States, and the program was expanded to a second phase for 10 additional participants. BSW Research also has multiple trials underway studying transplant procedures and post-op care, as well as addressing transplant waitlists and organ shortages. These include an investigator-initiated study around HCV heart transplants and a similar study on the use of HCV liver transplants. Additionally, teams at BSW Research are studying therapeutic treatment options for patients currently on waitlists who experience overt hepatic encephalopathy and other common conditions resulting from the need for transplant. 60396338 1 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 1 1 0 0 1 253 0 1 620 1 0 0 0 0 0 0 0 0 0 0 0 0 X 6 4 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Amy Martin 2148202677 3600 Gaston Ave Suite 100 Dallas TX 75246 Shelley Conroy Trustee 1.00 0.00 X 0 0 0 Kent Eastman Trustee 1.00 0.00 X 0 0 0 Ronald D Murff Trustee/Chair 1.00 0.00 X X 0 0 0 Steven Newton Trustee 1.00 40.00 X 0 1177219 277323 Erle Nye Trustee 1.00 1.00 X 0 0 0 Robert A Probe MD Trustee (thru 2/21/19) 1.00 40.00 X 0 1280054 336963 Alejandro Arroliga MD Trustee (eff 2/21/19) 1.00 40.00 X 0 1080191 134617 Renee Day VP Finance/CFO 40.00 0.00 X 272088 0 63751 Michael Ramsay MD President/CEO 10.00 30.00 X 0 606457 33419 Jaime Walkowiak Secretary/SVP COO 40.00 0.00 X 454073 0 66721 Elizabeth Cothran VP Chief Regulatory Officer 40.00 0.00 X 241630 0 45421 Ajay Goel Director Research 40.00 0.00 X 304051 0 36998 Alan Stevens Dir Comm & Applied Health Rsch 40.00 0.00 X 268307 0 24250 Gerard Zurawski Director Inst. Immunology Research 40.00 0.00 X 302555 0 14539 Paul Grayburn MD Medical Director 24.00 7.00 X 216600 81009 15964 Jennifer Thomas VP Research Operations 40.00 0.00 X 240867 0 42141 2300171 4224930 1092107 49 0 1 0 Translational Genomics 445 N Fifth St Ste 600 Phoenix AZ 85004 Research Services 2268931 HealthTexas Provider Network 2001 Bryan St Ste 2200 Dallas TX 75201 Clinical/Administrative Svcs 1723793 Baylor University Medical Center 2001 Bryan St Ste 2200 Dallas TX 75201 Clinical Services 1672068 MEDCO Construction LLC 2001 Bryan St Ste 2200 Dallas TX 75201 Construction Services 1098743 Norton Rose Fulbright US LLP PO Box 844284 Dallas TX 752844284 Legal Services 828567 30 32530033 11181129 835904 44547066 Medical Research 541715 22180366 22180366 Patient Care Testing 541715 764446 764446 Rent 531120 335998 335998 Refund/Reimbursements 900099 817 817 23281627 155005 155005 5740703 5740703 6398620 6372879 4680363 25741 -4680363 -4654622 -4654622 Timing Diff (rev proc) 900099 261341 261341 Vending 722514 143 143 261484 69331263 23542968 0 1241229 X 1118986 1118986 84280 84280 29031763 25937371 3094392 888558 793560 94998 2776691 2479939 296752 1843688 1653692 189996 1176 1176 10340 10340 17889841 14738206 3151635 667529 495586 171943 448937 436689 12248 2112485 2016806 95679 4271180 4151100 120080 475821 327244 148577 270341 138534 131807 3518201 3518201 11070 11070 Medical Supplies 2699254 2699254 Patent Reserve 453894 453894 Non-Medical Supplies 292393 238320 54073 Federal Income Tax 6069 6069 357950 233662 124288 69230447 60396338 8834109 0 8656722 2754336 7629210 5054225 6908184 7858331 45256599 33841509 18697767 11415090 6714607 2897268 3173060 104948296 128281010 149737447 165250659 13922664 6812588 9243484 8375886 23166148 15188474 X 21623003 21781175 57744031 75101138 47204265 53179872 126571299 150062185 149737447 165250659 X 100816 119309 23270761 X 0 1 X 1 1 1 X Baylor University Medical Center Dallas TX Scott & White Memorial Hospital Temple TX RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 3591 1 10340 0 0 13931 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. 75299270 9735017 2243008 3143716 84133579 65474234 7016492 5864946 3065489 75299270 64222418 6725 4153002 2907911 65474234 65602903 6967 2231678 3619130 64222418 65058153 121481 3239673 2816404 65602903 0.00000 0.63210 0.36790 0 1 1 17544773 12547870 4996903 27241518 21293639 5947879 470308 470308 11415090 Interest in Net Assets of Related Foundations 128281010 128281010 X Part V, Line 4: The Baylor Scott & White Dallas Foundation & Baylor Scott & White - Central Texas Foundation endowments provide support for the 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 BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2019 and 2018, the System had no material gross unrecognized tax benefits. East Asia and the Pacific 0 0 Program Services Medical Research 30581 Europe 0 0 Program Services Medical Research 591923 North America 0 0 Program Services Medical Research 123700 Middle East and North Africa 0 0 Program Services Medical Research 3664 0 0 0 0 0 0 749868 0 749868 0 0 0 0 0 0 Part I, line 3: Accrual Basis X X X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 Steven Newton Trustee 0 611477 0 546411 0 19331 0 250637 0 26686 0 1454542 0 133095 Robert A Probe MD Trustee (thru 2/21/19) 0 710374 0 533504 0 36176 0 305264 0 31699 0 1617017 0 0 Alejandro Arroliga MD Trustee (eff 2/21/19) 0 677869 0 356423 0 45899 0 107590 0 27027 0 1214808 0 0 Renee Day VP Finance/CFO 203683 0 66539 0 1866 0 32551 0 31200 0 335839 0 0 0 Michael Ramsay MD President/CEO 0 534762 0 0 0 71695 0 13750 0 19669 0 639876 0 0 Jaime Walkowiak Secretary/SVP COO 319340 0 130247 0 4486 0 50103 0 16618 0 520794 0 0 0 Elizabeth Cothran VP Chief Regulatory Officer 183061 0 56382 0 2187 0 27812 0 17609 0 287051 0 0 0 Ajay Goel Director Research 271279 0 26425 0 6347 0 13750 0 23248 0 341049 0 0 0 Alan Stevens Dir Comm & Applied Health Rsch 263456 0 0 0 4851 0 13471 0 10779 0 292557 0 3479 0 Gerard Zurawski Director Inst. Immunology Research 300335 0 0 0 2220 0 13750 0 789 0 317094 0 0 0 Paul Grayburn MD Medical Director 216600 76692 0 0 0 4317 0 0 15964 0 232564 81009 0 0 Jennifer Thomas VP Research Operations 182234 0 56276 0 2357 0 27778 0 14363 0 283008 0 0 0 Part I, Line 1a Travel for companions-The organization reimburses eligible employees and board members certain reasonable travel expenses associated with spousal travel where the spouse's presence is important to the event. These events may include, for example, board meetings, business meetings, and award ceremonies approved by the BSW Holdings' CEO, COO or CFO. All spousal travel reimbursements are treated as taxable compensation. One of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. 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. 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 these benefits 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. 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 BSW 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 BSW 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 BSW Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers held by BSW Holdings, works directly with an independent compensation expert(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 management reviewing all officers and key employees listed on the Form 990 during the current tax year. Any individual whose direct compensation exceeded the projected compensation from prior year, any new individual whose position has not been reviewed by the Compensation Committee during the prior 2 years, or any individual whose responsibilities or scope of operations expanded during the current year were reviewed by the Compensation Committee during the current tax year. The Compensation Committee is made up of members of the BSW Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(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 expert(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 supplemental non-qualified retirement plan during the tax year: Alan Stevens, Alejandro Arroliga, M.D., Elizabeth Cothran, Jaime Walkowiak, Jennifer Thomas, Michael Ramsay, M.D., Renee Day, Robert A. Probe, M.D. and Steven Newton. 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. These benefits may include reimbursement for certain reasonable expenses paid on behalf of the member's spouse while accompanying the member on business travel on behalf of the 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. Michelle Hopkins Family member of Renee Day, Officer 84280 Employee Compensation 0 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 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 BSW 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 BSW 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 BSW Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers held by BSW Holdings, works directly with an independent compensation expert(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 management reviewing all officers and key employees listed on the Form 990 during the current tax year. Any individual whose direct compensation exceeded the projected compensation from prior year, any new individual whose position has not been reviewed by the Compensation Committee during the prior 2 years, or any individual whose responsibilities or scope of operations expanded during the current year were reviewed by the Compensation Committee during the current tax year. The Compensation Committee is made up of members of the BSW Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(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 expert(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 IX, line 11g Other fees-ProgServ-990: Program service expenses 4,772. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,772. Contract Labor: Program service expenses 1,572,089. Management and general expenses 211,739. Fundraising expenses 0. Total expenses 1,783,828. Other Purchased Services: Program service expenses 5,388,896. Management and general expenses 223,539. Fundraising expenses 0. Total expenses 5,612,435. Repairs & Maintenance: Program service expenses 158,785. Management and general expenses 9,749. Fundraising expenses 0. Total expenses 168,534. Professional Fees: Program service expenses 5,366,049. Management and general expenses 1,151,989. Fundraising expenses 0. Total expenses 6,518,038. Lab Fees: Program service expenses 287,037. Management and general expenses 1,394. Fundraising expenses 0. Total expenses 288,431. Patient Care: Program service expenses 1,960,578. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,960,578. Corporate Overhead: Program service expenses 0. Management and general expenses 1,553,225. Fundraising expenses 0. Total expenses 1,553,225. Form 990, Part XI, line 9: Transfers Between Entities Under Common Control 67,304. Changes in Net Assets of Related Foundations 23,332,713. Self Insurance Liability Reserve -129,256. 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 2001 Bryan Street Suite 2200 Dallas TX 75201 751947007 Fundraising TX 501(c)(3) Line 7 Baylor All Saints Medical Center 1 Baylor All Saints Medical Center 2001 Bryan Street Suite 2200 Dallas TX 75201 751008430 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas TX 75201 751812652 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Health Care System Employee Benefit Trust 2001 Bryan Street Suite 2200 Dallas TX 75201 751848557 VEBA TX 501(c)(9) Baylor Health Care System 1 Baylor Health Care System Foundation 2001 Bryan Street Suite 2200 Dallas TX 75201 751606705 Fundraising TX 501(c)(3) Line 7 Baylor Health Care System 1 Baylor Health Services 2001 Bryan Street Suite 2200 Dallas TX 75201 751917311 Inactive TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Institute for Rehabilitation at Gaston Episcopal Hosp 2001 Bryan Street Suite 2200 Dallas TX 75201 751037226 Rehabilitation Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Carrollton 2001 Bryan Street Suite 2200 Dallas TX 75201 454510252 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Irving 2001 Bryan Street Suite 2200 Dallas TX 75201 752586857 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Waxahachie 2001 Bryan Street Suite 2200 Dallas TX 75201 751844139 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Centers at Garland and McKinney 2001 Bryan Street Suite 2200 Dallas TX 75201 751037591 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Grapevine 2001 Bryan Street Suite 2200 Dallas TX 75201 751777119 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Plano 2001 Bryan Street Suite 2200 Dallas TX 75201 820551704 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Scott & White Health 2001 Bryan Street Suite 2200 Dallas TX 75201 463131350 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Scott & White Holdings 2001 Bryan Street Suite 2200 Dallas TX 75201 463130985 Parent TX 501(c)(3) Line 12b, II N/A 0 Baylor University Medical Center 2001 Bryan Street Suite 2200 Dallas TX 75201 751837454 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas TX 75201 752536818 Physician Services TX 501(c)(3) Line 3 Baylor Health Care System 1 Hillcrest Baptist Medical Center 100 Hillcrest Medical Blvd Waco TX 76712 741161944 Hospital TX 501(c)(3) Line 3 Scott & White Memorial Hospital 1 Hillcrest Family Health Center 100 Hillcrest Medical Blvd Waco TX 76712 742730350 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Hillcrest Physician Services 100 Hillcrest Medical Blvd Waco TX 76712 742967081 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Irving Healthcare Foundation 2001 Bryan Street Suite 2200 Dallas TX 75201 751570933 Fundraising TX 501(c)(3) Line 7 Baylor Medical Center at Irving 1 Scott & White Clinic 2401 S 31st Street Temple TX 76508 742958277 Physician Services TX 501(c)(3) Line 10 Scott & White Healthcare 1 Scott & White Continuing Care Hospital 2401 S 31st Street Temple TX 76508 202850920 Long Term Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White EMS Inc 2401 S 31st Street Temple TX 76508 753242749 Emergency Transport TX 501(c)(3) Line 10 Scott & White Memorial Hospital 1 Scott & White Foundation-Brenham 2401 S 31st Street Temple TX 76508 742460815 Fundraising TX 501(c)(3) Line 7 Scott & White Hospital-Brenham 1 Scott & White Health Plan 2401 S 31st Street Temple TX 76508 742052197 HMO TX 501(c)(4) Baylor Scott & White Holdings 1 Scott & White Healthcare 2401 S 31st Street Temple TX 76508 264532547 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Scott & White Healthcare Foundation 2401 S 31st Street Temple TX 76508 273513154 Fundraising TX 501(c)(3) Line 7 Scott & White Healthcare 1 Scott & White Hospital-Brenham 2401 S 31st Street Temple TX 76508 742519752 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-College Station 2401 S 31st Street Temple TX 76508 274434451 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Llano 2401 S 31st Street Temple TX 76508 273026151 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Marble Falls 2401 S 31st Street Temple TX 76508 464007700 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Round Rock 2401 S 31st Street Temple TX 76508 203749695 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Taylor 2401 S 31st Street Temple TX 76508 741595711 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Memorial Hospital 2401 S 31st Street Temple TX 76508 741166904 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Southern Sector Health Initiative 2001 Bryan Street Suite 2200 Dallas TX 75201 263087442 Diabetes Health & Wellness Center TX 501(c)(3) Line 12a, I Baylor University Medical Center 1 Baylor Scott & White Medical Centers-Capitol Area 2401 S 31st Street Temple TX 76508 813040663 Hospital TX 501(c)(3) Line 3 Baylor Scott & White Health 1 Century Integrated Partners Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 810872075 Physician Services/Emergency Care TX 501(c)(3) Line 3 Baylor University Medical Center 1 Baylor Scott & White Medical Center - Centennial 2001 Bryan Street Suite 2200 Dallas TX 75201 824052186 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Scott & White Care Plans 2401 S 31st Street Temple TX 76508 822794853 HMO TX 501(c)(4) Scott & White Health Plan 1 Lake Pointe Operating Company LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 260194016 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Arlington Ortho & Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 261578178 Hospital TX N/A Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 260614730 Benefit Plans TX N/A Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 752834135 Specialty Hospital TX N/A Baylor Surgicare at Ennis LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 274202856 Ambulatory Surgery Center TX N/A Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 263896477 Ambulatory Surgery Center TX N/A Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 271835675 Ambulatory Surgery Center TX N/A Baylor Surgicare at Plano Parkway LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 274282604 Ambulatory Surgery Center TX N/A Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 260308454 Ambulatory Surgery Center TX N/A Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 562297308 Ambulatory Surgery Center TX N/A BIR JV LLP 4714 Gettysburg Rd Mechanicsburg PA 17055 274586141 Rehabilitation Hospitals TX N/A BTDI JV LLP 1431 Perrone Way Franklin TN 37069 462908086 Outpatient Imaging Centers TX N/A Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 722183815 Ambulatory Surgery Center TX N/A Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752708579 Ambulatory Surgery Center TX N/A Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752592508 Ambulatory Surgery Center TX N/A EBD JV LLP 8686 New Trails Dr Suite 100 The Woodlands TX 77381 455434614 Free Standing Emergency Hospitals TX N/A ESWCT LLC 8686 New Trails Dr Suite 100 The Woodlands TX 77381 900899017 Free Standing Emergency Hospitals TX N/A Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 752865177 Hospital TX N/A Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752658178 Hospital TX N/A Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752764855 Ambulatory Surgery Center TX N/A Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752854711 Ambulatory Surgery Center TX N/A HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas TX 75201 731697736 Ambulatory Surgery Center TX N/A Heritage Park Surgical Hospital LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 611762781 Hospital TX N/A Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 542086863 Hospital TX N/A Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752862263 Ambulatory Surgery Center TX N/A Lone Star Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 273635726 Ambulatory Surgery Center TX N/A MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 205965871 Construction TX N/A Metrocrest Surgery Center LP 15305 Dallas Parkway Suite 1600 Addison TX 75001 030380493 Ambulatory Surgery Center TX N/A Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752567179 Ambulatory Surgery Center TX N/A MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 752829613 Hospital TX N/A North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 201508140 Hospital TX N/A North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 562399993 Ambulatory Surgery Center TX N/A Park Cities Surgery Center LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 562357079 Ambulatory Surgery Center TX N/A Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 208303422 Ambulatory Surgery Center TX N/A Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 205506447 Ambulatory Surgery Center TX N/A Specialty Surgery Center of Fort Worth LP 15305 Dallas Parkway Suite 1600 Addison TX 75001 201942281 Inactive TX N/A Surgery Center of Richardson Phys Pship LP 15305 Dallas Parkway Suite 1600 Addison TX 75001 200606781 Inactive TX N/A Texas Endoscopy Centers LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 470985876 Ambulatory Surgery Center TX N/A Texas Health Ventures Group LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 752696845 Holds interests in ASCs/ Short Stay Hospitals TX N/A Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 412101361 Specialty Hospital TX N/A THVG Bariatric LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 383894636 Holds interests in Ambulatory Surgery Centers TX N/A Trophy Club Medical Center LP 15305 Dallas Parkway Suite 1600 Addison TX 75001 481260190 Hospital TX N/A Tuscan Surgery Center at Las Colinas LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 273578014 Ambulatory Surgery Center TX N/A University Surgical Partners of Dallas LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 550823809 Ambulatory Surgery Center TX N/A Baylor Surgicare at North Dallas LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 752900902 Ambulatory Surgery Center TX N/A BT East Dallas JV LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 475119983 Former Hospital/Wind Down TX N/A BT Garland JV LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 475009342 Former Hospital/Wind Down TX N/A Blue Stone JV LLP 1431 Perrone Way Franklin TN 37069 474798129 Outpatient Imaging Centers TX N/A Baylor Surgicare at Baylor Plano LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 813127185 Ambulatory Surgery Center TX N/A Blue Stone Frisco JV LLP 1431 Perrone Way Franklin TN 37069 812480586 Outpatient Imaging Centers TX N/A Centennial ASC LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 352199232 Ambulatory Surgery Center TX N/A Texas Regional Medical Center LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 510570864 Hospital TX N/A Texas Spine and Joint Hospital LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 752951355 Hospital TX N/A Baylor Surgicare at Blue Star LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 814638201 Ambulatory Surgery Center TX N/A Baylor All Saints Med Ctr at Ft Worth Condo Owners Assoc Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 261661900 Condo Association TX N/A C 1 Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas TX 75201 751997378 Fitness Center/Pharmacy TX N/A C 1 Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752463251 Health Care Consulting Services TX N/A C 1 Baylor Med Ctr at Grapevine Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752747555 Condo Association TX N/A C 1 Baylor Quality Health Care Alliance LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 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 2001 Bryan Street Suite 2200 Dallas TX 75201 751436779 Post Office TX N/A C 1 BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752897806 Condo Association TX N/A C 1 Charitable Lead Trusts (3) Investment TX N/A T 0 Charitable Remainder Trusts (54) Investment TX N/A T 0 Hillcrest Health Holdings Inc 3000 Herring St Waco TX 76708 742793367 Inactive TX N/A C 1 Insurance Company of Scott & White 2401 S 31st Street Temple TX 76508 743092083 Insurance TX N/A C 1 SHA LLC 12940 N Hwy 183 Austin TX 78750 752569094 HMO TX N/A C 1 Southwest Life & Health Insurance Company Inc 12940 N Hwy 183 Austin TX 78750 751085046 Insurance TX N/A C 1 APN 15305 Dallas Parkway Suite 1600 Addison TX 75001 320416211 Inactive TX N/A C 1 Spine & Joint Physician Associates 15305 Dallas Parkway Suite 1600 Addison TX 75001 473135825 Inactive TX N/A C 1 1 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 1 Baylor University Medical Center A 39611 GAAP Baylor All Saints Medical Center C 368859 GAAP Baylor Health Care System Foundation C 18080383 GAAP Baylor Regional Medical Center at Plano C 346484 GAAP Baylor University Medical Center C 13154947 GAAP Scott & White Memorial Hospital C 540864 GAAP Baylor Health Care System K 789643 GAAP Baylor University Medical Center K 168644 GAAP Scott & White Memorial Hospital L 234306 GAAP Baylor All Saints Medical Center M 147104 GAAP Baylor Heart & Vascular Center LLP M 123324 GAAP Baylor Scott & White Health M 4050772 GAAP Baylor University Medical Center M 1848403 GAAP HealthTexas Provider Network M 2004922 GAAP MEDCO Construction LLC M 607266 GAAP Scott & White Memorial Hospital M 284890 GAAP Texas Heart Hospital of the Southwest LLP M 158891 GAAP Baylor Health 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