2020-07-13T19:18:44-05:00 2019-06-30 990 2018-07-01 751606705 Baylor Health Care System Foundation BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Kristi Sherrill Interim President 2148204135 2020-07-13 198.205.17.200 2020-07-13 13:03:27 CD P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 F69B38D82BF9EF87EAFFF5E726F8CE2CA653FDF4 2018 2021-01-29 14:40:06Z X Baylor Scott & White Dallas Foundation Kristi Sherrill 4005 Crutcher Street Suite 310 Dallas TX 75246 227489136 0 X https://give.baylorhealth.com/ X 1975 TX Provides philanthropic support services to help Baylor Scott & White Health achieve its mission of promoting the well-being of all individuals, families and communities. 5 2 38 2 0 0 43465596 46489386 0 0 24170578 27348377 -1192885 -1246387 66443289 72591376 40930814 61533837 0 0 5612774 5608292 0 0 2839403 3295926 2956464 49839514 70098593 16603775 2492783 456257830 455533049 10037894 6814275 446219936 448718774 X To foster and support the activities and purposes of Baylor Scott & White Health to encourage broad-based public support of the health care system and its affiliated institutions, and to advance the medical objectives, including sponsorship of specific projects and programs, as recommended by the health care system and its affiliate institutions, to promote patient care, research and educational and training programs. 0 0 64032160 61533837 0 See Schedule OWhile the name of Baylor Scott & White Dallas Foundation has evolved over our history, our core has remained the same. A separately incorporated 501(c)(3) not-for-profit organization, we raise and manage charitable funds to support Baylor Scott & White Health - North Texas, distributing more than $730 million since the Foundation was established.Thanks to the generosity of our donors, we are investing more in new models of care, medical technology, innovative research and medical education than we ever have before. We are continuing to move forward on the path that we have had since our inception in 1978.Powered by the generosity of the community, we are supported by more than 12,000 active donors, including individuals, corporations and other private foundations. Working together, we are helping to drive positive change and improve the health of the North Texas communities served by Baylor Scott & White Health. During fiscal year 2019, the Foundation distributed over $62 million for priority programs and initiatives across Baylor Scott & White Health. Below are some of the areas of need the Foundation supported.Arts in Medicine: A philanthropically funded program that fully integrates music and therapeutic, literary, visual and performing arts into our clinical care to promote healing and enhance the lives of all those we serve.Baylor AT&T Memory Center: Our comprehensive program to support patients with various types of dementia, and their families.Canine Companions for Independence at Baylor Scott & White Health - Kinkeade Campus: A collaboration with Canine Companions for Independence to provide assistance dogs to people with a broad range of developmental or physical disabilities in North Texas, completely free of charge.Child Life Services: Our pioneering program that offers support directly to the children of seriously ill adults - helping them process everything from their loved one's terminal diagnosis to a life altering illness or injury.Hope Lodge Dallas: The American Cancer Society selected Baylor University Medical Center as the location of its newest Hope Lodge, a home-like facility that offers free accommodations for cancer patients and their families who travel to Dallas for treatment and care and live more than 40 miles away.Medical Education and Nursing: Physicians and nurses are the backbone of our health care system, and we invest heavily in the education and training of these medical professionals. Baylor University Medical Center trains nearly 100 undergraduate students and more than 200 residents and fellows each year. In addition, the Advancing Nursing Excellence scholarship and Center for Nursing Leadership are two initiatives aimed at equipping Baylor Scott & White Health nurses for the vital roles they serve. Neonatal Intensive Care Unit: Staffed by specialized nurses, neonatal nurse practitioners, and many other skilled staff, along with neonatologists on the medical staff, the Level III NICU at Baylor University Medical Center is nationally recognized for its care of premature and critically-ill newborns and draws referrals from throughout Texas. 64032160 1 1 0 1 0 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 0 0 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 31 0 1 38 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 5 2 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 AR CA FL GA HI IL KS KY MD MA MI MN MS NH NJ NM NY NC OR PA RI SC TN UT VA WV WI X Amy Martin 2148202677 3600 Gaston Avenue Dallas TX 75246 Margo Goodwin Director 1.00 0.00 X 0 0 0 James Hinton Director/Chair 1.00 40.00 X X 0 3003695 593491 Rowland Robinson Director/President/CEO 40.00 0.00 X X 847105 0 19338 Norman P Bagwell Director 1.00 0.00 X 0 0 0 Jennifer Brown Director/Secretary 1.00 40.00 X X 0 928055 97044 Amy Martin VP Finance/CFO 40.00 0.00 X 291043 0 34418 Cynthia Krause VP Foundation Gift Plng 40.00 0.00 X 224429 0 34770 Jennifer Massey VP Foundation 40.00 0.00 X 195394 0 35221 Susan McSherry VP Foundation Development 40.00 0.00 X 313885 0 28934 Timothy Moore Foundation Director 40.00 0.00 X 160216 0 31864 Amy Monday Foundation Director 40.00 0.00 X 156178 0 24123 William Boyd Former Officer 0.00 0.00 X 0 447322 0 2188250 4379072 899203 20 1 1 0 Millet the Printer Inc 1000 S Ervay St Dallas TX 75201 Printing Services 193409 SJ Consulting LLC 14 Alligator Cove Santa Rosa Beach FL 32459 Consulting Services 165482 ColorDynamics Inc 200 E Bethany Drive Allen TX 75002 Printing Services 142500 Gail Davis and Associates 3500 Oak Lawn Suite 740 Dallas TX 75219 Speaking Fees 133270 Planet Productions Inc 10555 Newkirk St Suite 540 Dallas TX 75220 Production Services 112175 6 1843730 11264686 33380970 1355559 46489386 15182383 15182383 165705137 153539143 12165994 12165994 12165994 112230 1843730 1358617 -1246387 -1246387 72591376 0 0 26101990 61533837 61533837 1220075 340429 340429 539217 3737894 1300991 1293513 1143390 132980 44147 43943 44890 231568 76878 76520 78170 285775 94874 94433 96468 93940 93940 9105 9105 1317079 225608 862074 229397 23133 23133 431548 143269 142603 145676 211471 70207 69879 71385 408414 135589 134958 137867 21019 6978 6946 7095 23339 7749 7712 7878 53860 17881 17798 18181 680 680 Donor Recognition 209301 209301 Photo Service 54158 54158 Non-Medical Supplies 14392 4778 4756 4858 Federal Income Tax 1072 1072 83953 27873 27741 28339 70098593 64032160 3227030 2839403 21417591 6813016 21962223 27022631 945651 1991277 2025131 1618632 460988 406499 390074182 394573525 10839687 10624948 10557508 14101153 456257830 455533049 1800925 444185 3365529 1865529 4871440 4504561 10037894 6814275 X 77821618 55819514 177553186 198264014 190845132 194635246 446219936 448718774 456257830 455533049 X 2492783 889544 -883489 X 0 1 X 1 0 X 39213944 38693362 39074450 32882956 46489386 196354098 39213944 38693362 39074450 32882956 46489386 196354098 10487567 185866531 8482092 6412514 7822461 11086238 15182383 48985688 245339786 519254 0.75760 0.76210 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 2570 1 9105 0 0 11675 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. 275428232 2486191 7306393 11209324 274011492 251723849 11658485 21885923 9840025 275428232 233098262 396102 25351815 7122330 251723849 237891162 10613255 -4528546 10877609 233098262 234426053 3312071 10110179 9957141 237891162 0.00370 0.67350 0.32280 1 0 221343 221343 1168262 1030725 137537 635526 587907 47619 406499 Annuities Payable 4504561 4504561 X Part V, Line 4: The Baylor Scott & White Dallas 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 the Combined Foundations of Baylor Scott & White Holdings Combined Financial Statements. The Foundations follow the provisions of ASC 740, "Income Taxes." As of June 30, 2019, the Foundations had no material gross unrecognized tax benefits. Fundraising Lunch 1619306 1569960 49346 49398 57455 132900 979020 Golf Tournament 336654 273770 62884 55216 31473 31831 5500 15824 1955960 1843730 112230 55216 80871 89286 138400 994844 1358617 -1246387 1 Baylor University Medical Center 3500 Gaston Avenue Dallas TX 75246 751837454 501(c)(3) 24006166 N/A N/A Patient Care, Education, Medical Research, Community Service, Capital Baylor Medical Center at Irving 1901 N MacArthur Irving TX 75061 752586857 501(c)(3) 63357 N/A N/A Patient Care, Education Baylor Medical Center at Waxahachie 1405 West Jefferson Waxahachie TX 75165 751844139 501(c)(3) 232789 N/A N/A Patient Care, Education Baylor Regional Medical Center at Grapevine 1650 W College Grapevine TX 76051 751777119 501(c)(3) 417714 N/A N/A Patient Care, Education Baylor Regional Medical Center at Plano 4700 Alliance Blvd Plano TX 75093 820551704 501(c)(3) 311757 N/A N/A Patient Care, Education Baylor Research Institute 3310 Live Oak Ste 501 Dallas TX 75204 751921898 501(c)(3) 15555161 N/A N/A Medical Research, Equipment Southern Sector Health Initiative 4500 Spring Ave Dallas TX 75210 263087442 501(c)(3) 232397 N/A N/A Community Service Baylor Medical Centers at Garland and McKinney 2300 Marie Curie Blvd Garland TX 75042 751037591 501(c)(3) 285685 N/A N/A Patient Care, Education Baylor All Saints Medical Center 1400 Eighth Ave Fort Worth TX 76104 751008430 501(c)(3) 206662 N/A N/A Patient Care, Education HealthTexas Provider Network 8080 N Central Exp Suite 1700 Dallas TX 75206 752536818 501(c)(3) 1766515 N/A N/A Patient Care, Education Baylor Medical Center at Carrollton 4343 N Josey Lane Carrollton TX 75010 454510252 501(c)(3) 77235 N/A N/A Patient Care, Education Baylor Scott & White Health 2001 Bryan Street Suite 2200 Dallas TX 75201 463131350 501(c)(3) 18344403 N/A N/A Community Health Improvement, Education, Employee Assistance Baylor Scott & White Medical Center-Centennial 12505 Lebanon Road Frisco TX 75035 824052186 501(c)(3) 18989 N/A N/A Patient Care, Education Scott & White Hospital - College Station 700 Scott White Drive College Station TX 77845 274434451 501(c)(3) 11758 N/A N/A Patient Care, Education 14 0 Part I, Line 2: Monitoring Grants & Other Assistance: As part of its mission, the organization provides grants and other assistance to related organizations and/or unrelated not-for-profit organizations which are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code Section 501(c)(3), when the use will further one or more tenets of the organization's charitable mission and one of the following criteria for use of these funds is met: (1) Fulfills a need identified by a community needs assessment conducted by the organization and/or outlined in an implementation strategy, (2) Serves an under-served community or group of people through medical mission work to improve their health status (3) promotes health in the community, (4) supports community buildings activities that protect or improves the community's health or safety and/or (5) provides positive visibility and good community relations with other organization serving the health needs of the community. For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BSWH which ensures all funds are used in accordance with the guidelines set forth above and in accordance with the related organization's exempt purpose. Grants and other assistance provided to unrelated organizations are typically monitored by personal inspection. Examples include providing assistance to entities where the filing organization's employee serves as a Board Member for the recipient organization or through attendance at community events where the filing organization employees work as volunteers or to help coordinate these events. X X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 James Hinton Director/Chair 0 1535516 0 1427649 0 40530 0 557846 0 35645 0 3597186 0 0 Rowland Robinson Director/President/CEO 393729 0 382911 0 70465 0 13750 0 5588 0 866443 0 0 0 Jennifer Brown Director/Secretary 0 534736 0 325017 0 68302 0 64999 0 32045 0 1025099 0 0 Amy Martin VP Finance/CFO 221237 0 67655 0 2151 0 33065 0 1353 0 325461 0 0 0 Cynthia Krause VP Foundation Gift Plng 166497 0 55269 0 2663 0 8834 0 25936 0 259199 0 0 0 Jennifer Massey VP Foundation 142963 0 50528 0 1903 0 7856 0 27365 0 230615 0 0 0 Susan McSherry VP Foundation Development 235441 0 75893 0 2551 0 12131 0 16803 0 342819 0 0 0 Timothy Moore Foundation Director 126719 0 32162 0 1335 0 6773 0 25091 0 192080 0 0 0 Amy Monday Foundation Director 123124 0 30649 0 2405 0 6454 0 17669 0 180301 0 0 0 William Boyd Former Officer 0 0 0 0 0 447322 0 0 0 0 0 447322 0 0 Part I, Line 1a Tax indemnification and gross up payments - The organization provides tax indemnification where the BSW Holdings' CEO, COO or CFO determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit from the organization during the tax year. Discretionary spending account-The organization provides eligible employees certain monthly expense allowances in lieu of reimbursement for actual expenses under the organization's business travel and expense reimbursement policy. This may include providing an auto expense allowance for business mileage for those who travel frequently in their personal vehicle or a cell phone allowance for individuals who are required to use their mobile phone for business purposes. All expense allowances are treated as taxable compensation. Six of the persons 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. Four 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 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: Amy Martin, James Hinton, Jennifer Brown, Rowland Robinson and William Boyd ($286,533). 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. X 107795 Fair Market Value X 13 132306 Avg FMV on Date of Trans X 6 5358 Fair Market Value X 10 697566 Fair Market Value X Giveaways 22 412534 Fair Market Value 0 0 1 0 Part I, Column (b): The Organization is reporting based on the number of contributions, not the number of items contributed. Part I, Lines 3 & 4, & Part VI, Lines 1a and 1b: Number of Indep Bd Members: The majority of the members of the organization's governing body are employees of the organization or of a related tax exempt organization. Therefore, the organization's governing body would not be deemed independent according to the definition of independence in the Form 990 instructions. However, BSW Holdings, as the organization's parent, appoints the members of the organization's governing body to fulfill the mission and charitable purpose of the organization. BSW Holdings' governing body is, and would be deemed independent under the said instructions, because it is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System, a tax exempt, Texas nonprofit corporation, is the sole member. Form 990, Part VI, Section A, line 7a Election of members of governing body by members, stockholders, or other persons: Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: All rights and powers are reserved to the organization's ultimate parent, BSW Holdings, except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by joint commission. For example, BSW Holdings' substantial reserved rights and powers include, without limitation, approval of the organization's certificate of formation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section B, line 11b Process used to review the Form 990: The Form 990 is prepared and reviewed by the BSWH tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS. Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with an actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements, employed physicians, persons who participate in the design, coordination, conduct, or reporting of research on behalf of BSWH, and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BSW Holdings Board of Trustees Audit and Compliance Committee 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 XI, line 9: Transfers Between Entities Under Common Control 45,653. Change in Value of Split Interest Agreements 765,764. Uncollectible Pledges -1,690,420. Self Insurance Liability Reserve -4,486. 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 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 Research Institute 2001 Bryan Street Suite 2200 Dallas TX 75201 751921898 Research TX 501(c)(3) Line 4 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 0 1 1 0 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 Baylor Scott & White Health B 18344403 GAAP Baylor Medical Center at Carrollton B 77235 GAAP Baylor Medical Centers at Garland and McKinney B 285685 GAAP Baylor Medical Center at Waxahachie B 232789 GAAP Baylor Regional Medical Center at Grapevine B 417714 GAAP Baylor Regional Medical Center at Plano B 311757 GAAP Baylor Research Institute B 15555161 GAAP Baylor University Medical Center B 24006166 GAAP HealthTexas Provider Network B 1766515 GAAP Southern Sector Health Initiative B 232397 GAAP Baylor All Saints Medical Center B 206662 GAAP Baylor Medical Center at Irving B 63357 GAAP Baylor Health Care System C 8497402 GAAP Baylor Scott & White Assurance C 74448 GAAP Arlington Orthopedic and Spine Hospital LLC C 150000 GAAP BIR JV LLP C 2506743 GAAP Baylor Scott & White Health M 1794632 GAAP