2019-05-14T17:18:29-05:00 2018-06-30 990 2017-07-01 751812652 Baylor Health Care System BAYL 2148204135 2001 Bryan Street No 2200 Dallas TX 752013005 John McWhorter President/CEO 2148204135 2019-05-14 198.205.17.200 2019-05-14 16:01:26 CD P CD71869BFC494223FABD92E93AB0669CE7B22062 F821929016DC0F48A42118C677E65E4DF9420738 2017 2019-02-21 02:37:17Z John McWhorter 4005 Crutcher Ste 310 Dallas TX 75246 28334764 0 X www.bswhealth.com X 1981 TX Faith based supporting organization providing services to a network of acute care hospitals and related health care entities that provide patient care, medical education, medical research and community services. 10 8 0 8 -158897 -195638 0 0 26691863 28493661 409524 -158897 0 0 27101387 28334764 70117789 110774736 0 0 0 0 0 0 0 22686358 23086550 92804147 133861286 -65702760 -105526522 3140163142 1008674572 2987559579 860595955 152603563 148078617 X Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. 0 0 110774736 110774736 0 See Schedule OBaylor Health Care System (BHCS) is a faith-based, nonprofit supporting organization formed in 1981 to provide centralized strategic and management services to an integrated health care delivery system. BHCS is now affiliated with Baylor Scott & White Health (BSWH), a faith-based nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the residents of North and Central Texas. As the largest not-for-profit health care system in Texas and one of the largest in the United States, BSWH was born from the 2013 combination of Baylor Health Care System and Scott & White Healthcare. Today, BSWH includes 50 hospitals, over 1,100 patient care sites, more than 7,500 active physicians, approximately 48,000 employees and the Scott & White Health Plan.BHCS's governing body is comprised of volunteer community representatives who provide leadership and governance to BHCS. The members of the governing body contribute their wisdom, insights and expertise to ensure that BHCS is fulfilling its mission and charitable purpose while providing efficient administrative support services and direction to affiliates of both BHCS and BSWH. As part of its mission, BHCS provides grants and other assistance to BSWH's nonprofit organizations that are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code section 501(c)(3). Founded as a Christian ministry of healing, BSWH promotes the well-being of individuals, families and communities. During the fiscal year, BHCS provided more than $110 million of assistance to affiliated nonprofit organizations. BSWH is committed to offering access to quality health care including free or discounted health care to the indigent and underserved population through its affiliated health care providers. As part of its charitable mission, BSWH's nonprofit hospitals provided community benefits (as reported to the Texas Department of State Health Services and in accordance with the State of Texas statutory methodology) in excess of $954,038,000 which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. BSWH's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) in excess of $532,010,000 during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare. 23084650 0 28493661 See Schedule OBHCS owns and leases various hospital facilities and professional office buildings to controlled affiliates, physicians on the medical staff of affiliated hospitals, and other health care providers. 133859386 1 0 0 1 0 0 0 0 0 1 1 0 1 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 50 0 1 0 1 1 1 1 CJ 0 0 0 0 0 0 0 0 X 10 8 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X James Pool 2148203479 2001 Bryan Street Suite 2300 Dallas TX 75201 Gwyn Clarkston Shea Trustee 1.00 1.00 X 0 0 0 Walker Harman Trustee 1.00 1.00 X 0 0 0 Roy Lamkin Trustee/Chair 1.00 1.00 X X 0 0 0 Paul Madeley MD Trustee 1.00 40.00 X 0 484363 32454 George McCleskey Trustee/Vice Chair 1.00 1.00 X X 0 0 0 John McWhorter President/CEO/Trustee 1.00 40.00 X X 0 1793414 431168 J Kent Newsom Trustee 1.00 1.00 X 0 2054 0 Janie Pena Trustee 1.00 1.00 X 0 0 0 Jeffrey Schmeltekopf Trustee 1.00 1.00 X 0 0 0 Donald Wills Trustee 1.00 1.00 X 0 2317 0 Francis P Anderson Treasurer 1.00 40.00 X 0 457509 64770 Mark Teresi SVP Chief Financial Officer 1.00 40.00 X 0 742867 81232 Amy Yeager Secretary 1.00 40.00 X 0 459704 85590 Joel Allison Former Officer 0.00 40.00 X 0 1060023 10178 William Boyd Former Officer 0.00 40.00 X 0 2168906 25355 Gary Brock Former Officer 0.00 40.00 X 0 1911225 434745 Fred Savelsbergh Former Officer 0.00 40.00 X 0 1703913 358392 David P Ballard MD Former Key Employee 0.00 40.00 X 0 1280659 287775 Jennifer Coleman Stribling Former Key Employee 0.00 40.00 X 0 413136 44403 Jeremy Eaves Former Key Employee 0.00 40.00 X 0 119742 62012 Dianne Grussendorf Former Key Employee 0.00 40.00 X 0 561783 87758 Robert Michalski Former Key Employee 0.00 40.00 X 0 341465 69396 Irving Prengler MD Former Key Employee 0.00 40.00 X 0 1035001 289199 William Roberts Former Key Employee 0.00 40.00 X 0 156227 3115 Janie Wade Former Key Employee 0.00 40.00 X 0 645324 146595 0 15339632 2514137 0 1 1 0 CB Richard Ellis 2700 Post Oak Blvd Ste 250 Houston TX 77065 Management Services 32487085 MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 Construction Services 31509444 Taurus Technologies 1420 Lakeside Pkwy Ste 100 Flower Mound TX 75028 Repair Services 1524857 Aramark Services Inc PO Box 651009 Charlotte NC 25265 Engineering Services 812724 Appro Inc 1805 Royal Lane Ste 104 Dallas TX 75229 Janitorial Services 682849 13 Rent 531120 28493661 28493661 28493661 -158897 -158897 28334764 28493661 -158897 0 110774736 110774736 1900 1900 7602790 7602790 17248 17248 304220 304220 6998956 6998956 8154444 8154444 Non-Medical Supplies 6992 6992 133861286 133859386 1900 0 14155 0 129011854 0 1533421 2239021 64167 0 22677926 0 339732483 104008896 179013151 235723587 1516078603 1062860 449820543 803106720 761301734 2975375 2975375 35867227 5371995 3140163142 1008674572 2201540217 293100553 4928404 4782322 426146239 351171132 14937516 35102857 173876902 82261073 166130301 94178018 2987559579 860595955 X 150122125 142796853 1478942 1740241 1002496 3541523 152603563 148078617 3140163142 1008674572 X -105526522 101001576 X 0 1 X 1 0 X X 18 Baylor Research Institute 751921898 4 0 0 0 Baylor University Medical Center 751837454 3 1 0 0 Baylor Health Care System Foundation 751606705 10 0 8674736 0 Baylor Specialty Health Centers 751765385 3 0 0 0 Baylor Health Services 751917311 3 0 0 0 Baylor Medical Centers at Garland and McKinney 751037591 3 0 0 0 Baylor Medical Center at Waxahachie 751844139 3 0 0 0 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 751037226 3 0 0 0 Baylor Regional Medical Center at Grapevine 751844139 3 0 0 0 Baylor Medical Center at Irving 752586857 3 0 100000 0 HealthTexas Provider Network 752536818 3 0 102000000 0 Baylor All Saints Medical Center 751008430 3 0 0 0 All Saints Health Foundation 751947007 10 0 0 0 Baylor Regional Medical Center at Plano 820551704 3 0 0 0 Irving Healthcare Foundation 751570933 10 0 0 0 Baylor Medical Center at Carrollton 454510252 3 0 0 0 Century Integrated Partners Inc 810872075 3 0 0 0 Baylor Scott & White Medical Center-Centennial 824052186 3 0 0 0 18 110774736 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 Part I, Line 12g(vi) In addition to the monetary support listed on Part I, Line 12g(v), the organization provides real estate and financial management services to the supported organizations listed in Part I, Line 12g(i). Part IV, Section A, Question 1 The organization's certificate of formation provides for the support of hospitals and health delivery organizations that are closely related to Baylor University Medical Center, a publicly supported organization described in Code Section 509(a)(1) and such other affiliated hospitals and healthcare delivery organizations that are closely related to Baylor University Medical Center and are owned and/or controlled by the organization and that are publicly supported organizations under Code Section 509(a)(1) or Code Section 509(a)(2). Part IV, Section A, Question 5a Baylor Scott & White Medical Center-Centennial was added to the list of supported organizations during the tax year. The organization's certificate of formation provides for the addition of future affiliated hospitals and healthcare delivery organizations that are owned and/or controlled by the organization and that are publicly supported organizations under Code Section 509(a)(1) or Code Section 509(a)(2). Part IV, Section C, Question 1 The organization is supervised or controlled in connection with the supported organizations named and/or designated by class in the organization's certificate of formation. Baylor Scott & White Holdings (FEIN 46-3130985) is the organization's parent and sole corporate member and has the ultimate managerial responsibility over the organization and all other affiliates that comprise the Baylor Scott & White Health integrated health care delivery system. The Baylor Scott & White Holdings' Board of Trustees, which elects and removes directors of the organization, will exercise ultimate supervisory authority and governance over the entire system. Baylor Scott & White Holdings has been delegated the authority, duty and responsibility for the affairs of the organization and its affiliates, including among others, the power to exercise the reserved powers over the organization and its subsidiary corporations. 0 1 0 0 0 0 1 1900 0 0 1900 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. 5397917 479135 -225220 6102272 5338427 337517 278027 5397917 5400398 1000 180829 243800 5338427 5544106 286568 430276 5400398 5522559 29501 478965 486919 5544106 0.00000 0.61930 0.38070 0 1 1 6440257 6440257 228557401 98951116 129606285 34633727 5057780 29575947 70101098 70101098 235723587 Invest-Health Care Ins Co of Tx 170000 C Invest-Baylor Research Institute 217366280 C Invest-Baylor Specialty Hlth Ctrs -1128935 C Investment in BHCS Foundation 136012988 C Invest Baylor Health Enterprises 76551477 C Investment in BHCS Holdings LLC 458665 C Investment in Medco Construction LLC 8423375 C Investment in Baylor Inst. for Rehab -1190780 C Investment in Baylor Univ Med Center -706365971 C Investment in BMC at Waxahachie 20274597 C Investment in BMC at Garland McKinney 931338 C Investment in BRMC at Grapevine 59355978 C Investment in HealthTexas Provider Network 516475386 C Investment in BMC at Irving 622243 C Investment in Baylor All Saints Med Ctr 45964813 C Investment in BRMC at Plano 5528072 C Investment in Baylor Scott & White Health 23378000 C Investment in Arlington Sports Facility 5000 C Investment in N Texas Laundry Coop 5140482 C Investment in Tx Care Alliance 687457 C Invest Baylor Med Center at Carrollton 27890138 C Loan to Baylor All Saints Med Center 42471131 C Loan to BMC at Garland and McKinney 192980000 C Loan To Baylor Med Center at Carrollton 15000000 C Loan to BMC at Waxahachie 87100000 C I/C LTNR Current Portion -12800000 C 761301734 Derivative Liability 91491880 Environmental Liability 2686138 94178018 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 BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2018 and 2017, the System had no material gross unrecognized tax benefits. Central America and the Caribbean Investments 242483394 Europe Investments 14618367 North America Investments 642408 0 0 0 0 0 0 257744169 0 257744169 1 0 1 1 1 0 Part I, line 3: Accrual Basis 1 Baylor Medical Center at Irving 1901 N MacArthur Blvd Irving TX 75061 752586857 501(c)(3) 100000 N/A N/A General Support HealthTexas Provider Network 8080 N Central Exp Suite 1700 Dallas TX 75206 752536818 501(c)(3) 102000000 N/A N/A General Support Baylor Health Care System Foundation 3600 Gaston Ave Suite 100 Dallas TX 75246 751606705 501(c)(3) 8674736 N/A N/A General Support 3 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. 1 1 0 0 0 0 0 1 0 Paul Madeley MD Trustee 0 346835 0 0 0 137528 0 13500 0 18954 0 516817 0 81442 John McWhorter President/CEO/Trustee 0 916251 0 856337 0 20826 0 395229 0 35939 0 2224582 0 252156 Francis P Anderson Treasurer 0 357319 0 91773 0 8417 0 53922 0 10848 0 522279 0 0 Mark Teresi SVP Chief Financial Officer 0 308619 0 217086 0 217162 0 65631 0 15601 0 824099 0 113638 Amy Yeager Secretary 0 327625 0 117944 0 14135 0 54716 0 30874 0 545294 0 0 Joel Allison Former Officer 0 390097 0 382135 0 287791 0 7048 0 3130 0 1070201 0 0 William Boyd Former Officer 0 670237 0 1159929 0 338740 0 13500 0 11855 0 2194261 0 442977 Gary Brock Former Officer 0 972315 0 915088 0 23822 0 415846 0 18899 0 2345970 0 282130 Fred Savelsbergh Former Officer 0 756772 0 722721 0 224420 0 327281 0 31111 0 2062305 0 425015 David P Ballard MD Former Key Employee 0 594369 0 573621 0 112669 0 257249 0 30526 0 1568434 0 271853 Jennifer Coleman Stribling Former Key Employee 0 78539 0 0 0 334597 0 38966 0 5437 0 457539 0 0 Jeremy Eaves Former Key Employee 0 115858 0 0 0 3884 0 54673 0 7339 0 181754 0 0 Dianne Grussendorf Former Key Employee 0 400756 0 140563 0 20464 0 65603 0 22155 0 649541 0 0 Robert Michalski Former Key Employee 0 267037 0 71309 0 3119 0 42091 0 27305 0 410861 0 0 Irving Prengler MD Former Key Employee 0 601869 0 408708 0 24424 0 261150 0 28049 0 1324200 0 0 William Roberts Former Key Employee 0 22591 0 43919 0 89717 0 1150 0 1965 0 159342 0 34112 Janie Wade Former Key Employee 0 410636 0 221047 0 13641 0 136787 0 9808 0 791919 0 0 Part I, Lines 4a-b Severance or Change of Control Payments: Mark Teresi received a severance payment from a related organization in the amount of $89,239. Jennifer Coleman Stribling received a severance payment from a related organization in the amount of $321,224. Supplemental Nonqualified Retirement Plan: In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Amy Yeager, David P. Ballard, M.D. ($89,561), Dianne Grussendorf, Francis P. Anderson, Fred Savelsbergh ($200,447), Gary Brock, Irving Prengler, M.D., Janie Wade, Jennifer Coleman Stribling ($8,608), Jeremy Eaves, Joel Allison ($239,286), John McWhorter, Mark Teresi ($113,638), Paul Madeley, M.D. ($131,734), Robert Michalski, William Boyd ($207,367) and William Roberts ($87,951). Also, certain senior officers, as designated by BSW Holdings' governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize key senior leaders value and contribution to BSWH as well as align their compensation to the long term strategy of BSWH. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on BSWH's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by the BSW Holdings' governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individual(s) participated in and/or received payments (noted in parenthesis) from this plan during the tax year: David Ballard ($340,526), Fred Savelsbergh ($425,997), Gary Brock ($538,068), Irving Prengler, M.D. ($160,681), Janie Wade ($74,124), John McWhorter ($496,458), Mark Teresi ($69,240) and William Boyd ($855,628). 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. A Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QEW5 2011-06-16 366043133 Refunding Issues-6/2006 & Construction of Hospital Facilities 0 0 0 B Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QGT0 2013-04-18 217262768 Refunding Issues-2002A & Construction of Hospital Facilities 0 0 0 A 221670000 366200169 5079579 3079662 208040928 150000000 2016 1 0 1 1 B 217533719 2008549 165525170 50000000 2017 1 0 1 1 A 0 0 1 1 0 0 0 1 B 0 0 1 1 0 0 0 1 A 0 0 0 1 1 0 0 0 1 B 0 1 0 0 1 0 0 0 1 A 1 B 1 Part II, Line 3, Column A: Total Proceeds of Issue: The difference between Part I, Line A, Column (e) and Part II, Line 3 is due to investment earnings of $157,036. Part II, Line 3, Column B: Total Proceeds of Issue: The difference between Part I, Line B, Column (e) and Part II, Line 3 is due to investment earnings of $270,951. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which BSW Holdings, 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: The sole member, BSW Holdings, elects and removes the members of the governing body. 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 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 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: Distribution to/from tax exempt affiliate 141,533,638. Changes in Net Assets of Related Foundation 2,800,326. Self Insurance Liability Reserve -20,065. Transfer of tax exempt bond assets/liabilities to tax exempt parent 166,348,713. Transfer of program service investment to tax exempt parent -192,608. Transfer of fixed assets to tax exempt affiliate -209,468,428. Supplemental Information: 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: 2001 Bryan Street Suite 2200 Dallas, TX 75201 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 BHCS Holdings LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 Holding Company TX 0 473828 Baylor Health Care System ACO Newco LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 ACO TX 0 0 Baylor Health Care System 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 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 Hospital 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 Specialty Health Centers 2001 Bryan Street Suite 2200 Dallas TX 75201 751765385 Long Term Acute Care Hospitals TX 501(c)(3) Line 3 Baylor Health Care System 1 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 Dallas County Indigent Care Corporation PO Box 655999 Dallas TX 75265 260610562 Indigent Care TX 501(c)(3) Line 12a, I N/A 0 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/Insurance 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 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