2019-07-08T10:28:13-05:00 2018-08-31 990 2017-09-01 811555446 Southwestern Health Resources % GARY GOLDBERG SOUT 2146487944 5323 Harry Hines Blvd Dallas TX 75390 MICHAEL SERBER Treasurer 6822367900 2019-06-27 12.50.9.252 80738820191895000001 2019-07-08 P 6C2F642E3B6CCB844EDB57F53A358C3A3CBD29D1 4BB53204A267E8F761A70478F3D27FBDC1517238 2017 2019-02-21 02:37:17Z Barclay Berdan 612 E Lamar Blvd Ste 600 Arlington TX 76011 8971340 false X WWW.Southwesternhealth.com X 2015 TX See Schedule O 8 0 0 0 0 0 1000000 3773728 4911866 5197590 458 22 0 0 5912324 8971340 0 0 0 0 0 0 0 0 0 6495551 12159743 6495551 12159743 -583227 -3188403 6805491 5421110 7579218 9383240 -773727 -3962130 TO CREATE A CLINICALLY INTEGRATED HEALTHCARE DELIVERY NETWORK OF PHYSICIANS, HOSPITALS AND OTHER CARE PROVIDERS, STRATEGICALLY ALIGNING CERTAIN OPERATIONS AND ACTIVITIES OF BOTH TEXAS HEALTH RESOURCES AND UT SOUTHWESTERN MEDICAL CENTER. false false 8199696 0 5197590 - responsibility for oversight and coordination of the integrated network of related current and future entities. - Set physician and hospital network strategy and monitor its implementation - Provide general oversight of the academic affiliation - Guide managed care contracting negotiations by establishing overall contracting strategies and plans. - Coordinate workforce development, service line and quality programs between the hospital and physician network. 8199696 true true false true false false false false false false false false false false true false true false false false false false false false false false false false false true false false false false false false false false false false false false false true false false false true 11 0 true 0 false false false false false false false false false false X 8 0 true false false false true true true true true false false false true true true false false false false false X GARY GOLDBERG 2146482045 5323 HARRY HINES BLVD STE B07312 Dallas TX 75390 X Barclay Berdan Co-Chairman/President 3.0 40.0 X X 0 2297506 326466 Daniel Podolsky MD Co-Chairman/President 3.0 40.0 X X 0 1386554 36929 Jeffrey Canose MD Trustee 3.0 40.0 X 0 1483682 206035 Arnim Dontes Trustee 2.0 40.0 X 0 1102756 42355 Dwain Thiele MD Trustee 2.0 40.0 X 0 461894 45149 Ronald Long Trustee 2.0 40.0 X 0 1279487 188114 John Warner MD Trustee 2.5 40.0 X X 0 1117055 42355 Daniel Varga MD Trustee 2.5 40.0 X 0 1476681 378661 Rick McWhorter Secretary 3.5 40.0 X 0 662520 192700 Michael Serber Treasurer 3.5 40.0 X 0 356297 40925 0 11624432 1499689 0 false true false Texas Health Resources 612 E Lamar Blvd ARLINGTON TX 76011 Professional Service 3601574 UT Southwestern Medical Center 5323 Harry Hines Blvd DALLAS TX 75390 Professional Service 2550851 McKinsey Company Inc 2021 McKinney Ave Ste 1800 DALLAS TX 75201 Consulting Services 3670000 Roundarch Isobar Inc 300 E Randolph St Ste 4000 CHICAGO IL 60601 IT and Marketing 1273091 Acquia Inc 53 State St 10th Floor BOSTON MA 02109 IT and Marketing 136580 6 X 3773728 3773728 CONTRACTING REVENUE 5197590 5197590 5197590 22 22 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8971340 5197590 22 X 0 0 0 0 0 0 0 0 0 0 0 1319220 1230000 89220 39474 39474 114625 114625 0 0 0 8738731 4999431 3739300 1889874 1889874 4597 4597 35981 35981 0 0 805 805 0 1546 1546 0 0 0 10714 10714 FOOD AND MEALS 3200 2428 772 FEES AND OTHER CHARGES 819 819 INCIDENTALS 157 157 12159743 8199696 3960047 0 304195 90332 0 0 0 0 6362219 5197590 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 139077 133188 6805491 5421110 7579218 6548425 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2834815 7579218 9383240 X -773727 -3962130 0 0 0 0 -773727 -3962130 6805491 5421110 -3188403 X false true X true false X X X 3 TEXAS HEALTH PRESBYTERIAN DALLAS 751407527 3 true 0 0 TEXAS HEALTH PHYSICIANS GROUP 752613493 10 true 0 0 UT SOUTHWESTERN MEDICAL CENTER 756002868 6 true 0 0 3 0 0 true true false false false false false false false false false false false false false false Part IV, Section A, Line 1 supported organizations The organization documents specifically identify Texas Health Presbyterian Hospital Dallas and the UT Southwestern Medical Center facilities, William P. Clements, Jr. University Hospital and Zale Lipshy University Hospital as supported organizations. It also supports the following other organizations as a class: 1 - other tax-exempt hospitals associated with Texas Health Resources and 2 - one or more tax-exempt physician groups that are wholly controlled by either member. Part IV, Section A, Line 2 The UT Southwestern Medical Center, including the two University Hospitals , William P Clements University Hospital and Zale Lipshy University Hospital, are component parts of the University of Texas System and are not required to obtain determination of status from the IRS as a governmental entity. Part I, Line g, Columns v and vi The support provided to the supported organizations takes the form of oversight and other services not directly performed for or charged to the supported organization. No dollar amount has been assigned to the value of these functions. Part IV, Section C - Board Control The members, Texas Health Resources and UT Southwestern Medical Center, each have the right to designate and maintain at all times, one-half of the board of trustees of the supporting organization, thus satisfying the "Controlled in conjunction with" requirement. true true false true false false false false false false Additional Information Officers and/or board members of the corporation may, to an insubstantial degree, make comments or statements concerning legislation that may affect either the healthcare industry or the health status of the communities the corporation serves. In pursuing this activity, officers and/or board members may engage in conversations and/or write letters to various federal, state, and local officials regarding such matters on a personal level, and not as a representative of the organization. The amount of time and money involved in these activities is negligible. In no case has either the corporation, or any person acting on behalf of the corporation, intervened in any political campaign. 0 DUE TO SWHR-PHSC 803000 DUE TO SWHR-ACN 2031815 2834815 8971340 8971340 8971340 12159743 12159743 12159743 false true false false false false false false false Barclay Berdan Co-Chairman/President 0 1115192 0 905490 0 276824 0 285581 0 40885 0 2623972 0 207003 Daniel Podolsky MD Co-Chairman/President 0 940812 0 445742 0 0 0 22950 0 13979 0 1423483 0 0 Rick McWhorter Secretary 0 383835 0 194085 0 84600 0 159374 0 33326 0 855220 0 39522 Michael Serber Treasurer 0 242239 0 113315 0 743 0 21520 0 19405 0 397222 0 0 Jeffrey Canose MD Trustee 0 814967 0 442558 0 226157 0 166371 0 39664 0 1689717 0 112689 Arnim Dontes Trustee 0 578279 0 173576 0 350901 0 22950 0 19405 0 1145111 0 0 Dwain Thiele MD Trustee 0 361894 0 100000 0 0 0 31170 0 13979 0 507043 0 0 Ronald Long Trustee 0 683691 0 454834 0 140962 0 144149 0 43965 0 1467601 0 111867 John Warner MD Trustee 0 559665 0 394800 0 162590 0 22950 0 19405 0 1159410 0 0 Daniel Varga MD Trustee 0 694516 0 625890 0 156275 0 328227 0 50434 0 1855342 0 138461 Schedule J, Part I, Line 4B - THR NonQualified Retirement Plan UTSW employees do not participate in a supplemental, non-qualified retirement plan. THR does have a supplemental, non-qualified retirement plan available. Participation in the Plan is made available to a select group of management and highly compensated employees, as determined by the THR board of trustees, who are providing services in key positions of management and responsibility. For the active restoration account (account balances after 12/31/2009), SERP Benefits vest while the participant is employed if the participant: * reaches age 65, * becomes disabled or dies, * reaches the following years of service: 2 years - 25%; 3 years - 50%; 4 years - 75%; and 5 or more - 100%. Participants must be employed on Dec 1 to qualify for the current year's SERP benefit unless separation is due to death, disability, retirement (age 65) or early retirement (separation from service at or after age 55 with 75 years of combined age and continuous service with the system). SERP benefits are calculated each Dec 1. Vested balances are taxed to the employee and the net balances begin accruing earnings. Vested balances are paid in a cash lump sum within a 90 day period commencing on the earlier of death, disability, or separation from service. The deferred portion is included in schedule j, part II, column C. In frozen restoration accounts (account balances prior to 1/1/2010), the participant or beneficiary shall be taxed on his or her vested SERP benefits upon the earliest of: * continued employment in THR until age 68 * termination of employment for disability or death * involuntary termination of employment without reasonable cause; or * satisfying a 24 month non-compete period following his/her termination of employment. Payment follows the before mentioned events, except in the case of involuntary separation when the participant must wait 24 months to receive the previously taxed benefit. Payouts to the following employees were made during the year. The amounts below are included in the amount reported on schedule J, part II, column B(III) and column F. Barclay Berdan 207 003 Jeffrey Canose 112,689 Ronald Long 111,867 Rick McWhorter 39,522 Daniel Varga 117,388 Form 990, Part I, Line 1 - Organizations Mission To create a clinically integrated health care delivery network of physicians, hospitals and other care providers strategically aligning activities of Texas Health Resources and UT Southwestern Medical Center. Form 990, Part VI, Section A, Line 2 - Business Relationships TEXAS HEALTH RESOURCES (THR) AND UT SOUTHWESTERN MEDICAL CENTER (UTSW) ENCOURAGE EMPLOYEES TO BECOME INVOLVED IN PHILANTHROPIC ENDEAVORS IN THEIR COMMUNITIES. AS A RESULT, THR AND UTSW EMPLOYEES WHO ARE SERVING AS OFFICERS, BOARD MEMBERS, OR KEY EMPLOYEES MAY, FROM TIME TO TIME, ALSO SERVE ON THE BOARDS OF VARIOUS COMMUNITY ORGANIZATIONS SUCH AS CHURCH BOARDS, UNITED WAY, ETC. THERE MAY BE A BUSINESS RELATIONSHIP AS A RESULT OF MULTIPLE THR AND UTSW EMPLOYEES SERVING ON THE SAME COMMUNITY BOARDS. THR AND UTSW EMPLOYEES SERVE AS THE CORPORATE OFFICERS OF EACH SUBSIDIARY ORGANIZATION. AS THR AND UTSW EMPLOYEES, ALL OFFICERS HAVE A BUSINESS RELATIONSHIP WITHIN THE ORGANIZATIONS OF THE THR AND UTSW SYSTEMS. THR ALSO APPOINTS SYSTEM OFFICERS TO THE BOARDS OF VARIOUS CONTROLLED JOINT VENTURES. AS THR SYSTEM EMPLOYEES, VARIOUS OFFICERS OF THE ORGANIZATION MAY HAVE A BUSINESS RELATIONSHIP THROUGH SERVING ON THR CONTROLLED JOINT VENTURE BOARDS. Form 990, Part VI, Section A, Line 6 - Members Southwestern Health Resources (SWHR) has two member organizations, Texas Health Resources (THR) and UT Soutwestern Medical Center, classified as a 501(c)(3) public charity and a governmental entity as a component part of the University of Texas System respectively; each of these members supports other 501(c)(3) organizations or governmental hospitals. Form 990, Part VI, Section A, Line 7a - Appointment Authority The members have the sole authority to appoint officers and trustees. Texas Health Resources has authority to appoint 50% of the officers and trustees and UT Southwestern Medical Center has authority to appoint 50% of the officers and trustees. Form 990, Part VI, Section A, Line 7b - Member Reserved Rights The members have reserved the following rights: * any fundamental change to the purposes of the corporation, * any amendment, restatement or repeal of the Certificate of Formation or the Bylaws, * any merger, consolidation, dissolution, sale or other transfer, * any admission of additional members to the Corporation or * any other matters specified as reserved, specifically decisions regarding any matter that would impact the exempt nature of the members or any other restrictions impacting the members fundamental character. UT Southwestern Medical Center (UTSW) Reserved Matters: * any activities of the Corporation that are determined by UTSW in good faith, to be inconsistent with the requirements that UTSW's participation as a member of the Corporation serves a public purpose; * any activities of the Corporation that are determined by UTSW, in good faith, to be inconsistent with the compliance requirements under Article III, Sections 49, 50 and 51 of the Texas Constitution; * any activities of the Corporation that are determined by UTSW, in good faith, to jeopardize the protections afforded to UTSW and UTSW's employees as a state agency and employees of a state agency, (i) all of UTSW's rights and protections of sovereign immunity, (ii) all the rights and protections of UTSW and UTSW's employees under Chapters 101, 104 and 108 of the Texas Civil Practices & Remedies Code, and (iii) all the rights and protections of UTSW and UTSW's employees under the Eleventh Amendment, qualified immunity, and United States v. Stevens, 559 U.S. 460 (2010). * any activities of the Corporation that are determined by UTSW, in good faith, to be inconsistent with the requirements of covenants associated with any outstanding UTSW indebtedness. Texas Health Resources (THR) Reserved Matters: *any activities of the Corporation that are determined by THR, in good faith, to be inconsistent with the compliance requirements of THR's mission or tax-exempt status; and * any activities of the Corporation that are determined by THR, in good faith, to be inconsistent with the compliance requirements of covenants associated with any outstanding THR indebtedness. Form 990, Part VI, Section B, Line 11b - Form 990 Review The Texas Health Resources (THR) tax department staff prepares the Form 990 for Southwestern Health Resources. In order to accurately prepare the return, the tax staff works closely with various other departments of both THR and UT Southwestern Medical Center (UTSW) to gather and review the information needed to complete the return. The departments involved in this process include, but are not limited to accounting, finance, treasury, human resources, payroll, legal, governance, and corporate compliance. The returns are then reviewed twice within the tax department before being given to two financial representatives of the Board, one from THR and one from UTSW. Due to the scheduling of board meetings, the Form 990 will not be provided to the entire board before it is filed with the IRS. The Form 990 will be given to two members of the Board to be disseminated among the other Board members. Form 990, Part VI, Section B, Line 12C - Conflict of Interest Southwestern Health Resources (SWHR) has adopted a conflict of interest policy. During the first quarter of each fiscal year a duality and conflict statement form is distributed to all of the officers and trustees. All disclosed conflicts are reviewed and reported to the governing body. Progressive corrective action is taken for any identified non-compliance which may include removal from a board or committee or counseling if the person fails to provide the disclosure. In addition, SWHR monitors physician payments through a public database implemented by CMS. Management plans are executed as needed based upon disclosures. SWHR also educates the board annually through either a web based or live compliance training. Form 990, Part VI, Section C, Line 19 - Public Disclosure The organization does not make its governing documents or conflict of interest policy available to the public. Form 990 Part VI, Section B Lines 15 a & b - Compensation The organization does not pay compensation to officers or board members. All compensation is paid by either Texas Health Resources or UT Southwestern Medical Center. The organization relies on Texas Health Resources and UT Soutwestern Medical Center with centralized compensation professionals to review and establish the compensation of the organization's officers. FORM 990 PART IX LINE 11G DESCRIPTION:TAX SERVICES TOTAL FEES:10296 FORM 990 PART IX LINE 11G DESCRIPTION:GOVERNANCE SERVICES TOTAL FEES:51504 FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTING FEES TOTAL FEES:116579 FORM 990 PART IX LINE 11G DESCRIPTION:ACTUARIAL SERVICES TOTAL FEES:57148 FORM 990 PART IX LINE 11G DESCRIPTION:STRATEGIC PLANNING TOTAL FEES:3670000 FORM 990 PART IX LINE 11G DESCRIPTION:PURCHASED SERVICES-STAFFING TOTAL FEES:4833204 UT Southwestern Medical Center 5323 Harry Hines Blvd Dallas TX 75390 756002868 Healthcare TX 501(c)(3) 6 na false TH Presbyterian Hospital Dallas 8200 Walnut Hill Lane Dallas TX 75231 751047527 Healthcare TX 501(c)(3) 3 TH Resources false Texas Health Physicians Group 9229 LBJ Freeway Dallas TX 75243 752613493 Healthcare TX 501(c)(3) 10 TH Resources false SW Health Resources Hospital JOC 5323 Harry Hines Blvd Dallas TX 75390 811575989 Healthcare TX 501(c)(3) 12b TH Resources false SW Health Resources Extended Physician 5323 Harry Hines Blvd Dallas TX 75390 811603324 Healthcare TX na C Corp false SWHR Specialty Programs Group 612 E Lamar Blvd Arlington TX 76011 465588632 Healthcare TX na C Corp false UT Southwestern Accountable Care Network 5323 Harry Hines Blvd Dallas TX 75390 462866906 Medical Servi TX na C Corp false SWHR ACO One Plus 5323 Harry Hines Blvd Dallas TX 75390 821682876 Healthcare TX na C Corp false SWHR Physician Network 5323 Harry Hines Blvd Dallas TX 75390 811596374 Healthcare TX na C Corp false SWHR Population Health Services Co 5323 Harry Hines Blvd Dallas TX 75390 811603546 Healthcare TX na C Corp false SWHR Clinically Integrated Network 612 E Lamar Blvd Ste 600 Arlington TX 76011 832453315 Healthcare TX na C Corp false North Texas Primary Care Associates 1701 River Run Fort Worth TX 76107 460535746 Healthcare TX na C-Corp false Care N Care Insurance Company Inc 1701 River Run Rd Fort Worth TX 76107 262608628 Insurance TX na C-Corp false false false true false false false false false false false true true false false true true false false Part V, Line 2 - Related Transactions Southwestern Health Resources (SWHR) and its member organizations, Texas Health Resources (THR) and UT Southwestern Medical Center (UTSW) are part of a healthcare system which involves parent/subsidiary relationships, brother sister relationships and support organization relationships involving exempt entities, joint ventures and taxable corporations. As an integral part of providing management services to the affiliates, SWHR as well as THR and UTSW maintain intercompany receivable/payable accounts for their related entities. The range of management services provided by these entities include workforce support, payor relations, contracting, strategic marketing, analytics, financial, governance and tax compliance services. As a result, SWHR as well as THR and UTSW have numerous daily transactions with related tax exempt entities, none of which fall within the scope of IRC Section 512(b)(13). Transactions with related tax exempt organizations falling within the meaning of centralized services as described above, are not listed on Schedule R, Part V, Line 2.