2012-05-14T19:32:40-05:00 2011-06-30 Ernst & Young US LLP 1901 Sixth Avenue North Suite 1200 Birmingham AL 35203 990 2010-07-01 751812652 Baylor Health Care System BAYL 2148204135 2001 Bryan Street No 2200 Dallas TX 752013005 Fred Savelsbergh 2148204135 2012-05-14 1 2052512000 2010 2016-02-24 21:20:13Z Joel Allison 3600 Gaston Ave Ste 150 Dallas TX 75246 502861323 0 X www.BaylorHealth.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, research and community services. 15 14 2435 0 252187 66408 365964 1710695 369319707 428469167 22525835 12230133 6542194 8410730 398753700 450820725 75937804 47092713 0 0 183203830 223166238 0 0 0 259983176 277183618 519124810 547442569 -120371110 -96621844 1996544365 2448225031 1983872789 2459310846 12671576 -11085815 X Founded as a Christian ministry of healing, Baylor Health Care System exists to serve all people through exemplary health care, education, research and community service. 0 0 455250787 47092713 413017694 See Schedule OBaylor Health Care System (BHCS) is a faith-based, non-profit supporting organization formed in 1981 to provide centralized strategic and management services to an integrated health care delivery system (System). The System consists of a growing network of acute care hospitals, specialty hospitals, primary care physician centers and practices, rehabilitation clinics, senior health centers, ambulatory surgery centers, short stay hospitals, foundations and other related health care facilities that provide quality patient care, medical education, medical research and other community services to the North Texas region. 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 for the System. Founded as a Christian ministry of healing, BHCS exists to serve all people through exemplary health care, education, research and community service. BHCS 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, the System'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 $502,800,000 which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. The System's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) in excess of $145,000,000 during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare. 20400403 26990705 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. 47092713 See Schedule OAs part of its mission, BHCS provides grants and other assistance to related and/or unrelated non-profit organizations that are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code section 501(c)(3), but only when one or more of the following criteria for use of these funds is met: (1) fulfills a need identified by a community needs assessment conducted by BHCS or a third party (such as Community Health Check Up or by the United Way) and adopted as a priority by BHCS's community service advisory council and/or the community benefits committee or (2) serves an under-served community or group of people through medical mission work to improve their health status. Also, BHCS employees have the opportunity to work with many organizations in many communities. BHCS employees often serve on committees and boards of local nonprofit organizations, as well as donate their time to work at health fairs and other community events. 522743903 1 1 0 1 0 0 0 0 0 1 1 0 1 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 1 0 0 0 0 1 1 1 1 0 0 1 521 0 1 2435 1 1 1 1 CJ 0 0 0 0 0 0 X 15 14 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 0 1 1 1 1 X James Pool 2148203479 2001 Bryan Street Suite 2300 Dallas TX 75201 X Joel Allison 40.00 X X 2662323 0 414573 Albert Black Jr 3.00 X 2202 0 0 E R Dick Brooks 3.00 X 486 0 0 Ron Carter 3.00 X 0 0 0 James Denison 3.00 X 0 0 0 Dee Finley Jr 3.00 X 0 0 0 Walker Harman 3.00 X 4683 0 0 Ed Kinkeade 3.00 X 0 0 0 Roy Lamkin 3.00 X 315 0 0 Thomas Leppert 3.00 X 0 0 0 Janie Pena 3.00 X 0 0 0 Gwyn Clarkston Shea 3.00 X 0 0 0 Jim Turner 3.00 X 0 0 0 David Walls 3.00 X 0 0 0 Donald Wills 3.00 X 0 241 0 Mark Teresi 40.00 X 450309 0 57016 Mark Amiri 40.00 X 391715 0 62733 William Boyd 40.00 X 971758 0 220513 Gary Brock 40.00 X 1275907 0 239983 Fred Savelsbergh 40.00 X 685811 0 81130 Amy Yeager 40.00 X 408849 0 57783 Paul Convery MD 40.00 X 821900 0 173521 Dianne Grussendorf 40.00 X 280104 0 57653 Keith Holtz 40.00 X 513127 0 76146 Rosemary Luquire 40.00 X 535705 0 77664 John McWhorter 10.00 X 0 1142450 155515 Robert Michalski 40.00 X 309431 0 49243 David Muntz 40.00 X 648512 0 79329 Pam Scott 40.00 X 379006 0 57120 Jennifer C Stribling 40.00 X 461370 0 57756 Michael Taylor 40.00 X 948306 0 180225 David Ballard 40.00 X 629755 0 82149 William Roberts 40.00 X 573396 0 79795 Robert Green 40.00 X 497176 0 44610 Alan Miller MD 32.00 X 523639 0 32509 Donald Kennerly MD 40.00 X 547165 0 77577 Michael Mack MD 21.00 X 599197 136340 31664 Carl Couch MD 40.00 X 506509 15430 69019 Lavone Arthur 40.00 X 449866 0 61722 John Miller X 137155 0 0 Rebecca Lincer X 99838 0 16143 16215677 1294461 2576948 315 1 1 0 MEDCO Construction LLC 2001 Bryan St Ste 2200 Dallas TX 75201 Construction Services 33763970 CB Richard Ellis 2700 Post Oak Blvd Ste 250 Houston TX 77065 Management Services 24776299 Hewitt Associates LLC P O Box 95135 Chicago IL 606945135 HR Technology/Payroll 15487818 Eclipsys Corporation P O Box 8538-0133 Philadelphia PA 191710133 Information Technology 4587885 IBM Corporation P O Box 535849 Grand Prairie TX 75053 Information Technology 4248842 151 842154 845437 23104 1710695 Corporate Services 561000 380179750 380179750 Rent 531120 26990705 26990705 Management Fees 561000 17691045 17691045 Parking 812930 1917037 1917037 Patient Care Revenue 621990 330199 330199 1360431 1073304 178642 108485 428469167 22009036 13431321 73545 8504170 8410730 312075 8098655 42070102 191593 51910401 130197 -9840299 61396 -9778903 -9778903 450820725 440008399 252187 8849444 47092713 47092713 17100620 17100620 143084872 143084872 3562635 3562635 48632566 48632566 10785545 10785545 6873140 6873140 724906 724906 55115 55115 4316150 4316150 92969143 92969143 3136813 3136813 47384429 47384429 9410589 9410589 54338158 54338158 2192814 2192814 2996 2996 1293951 1293951 5490600 5490600 41543581 41543581 1216093 1216093 Dues & Memberships 1670337 1670337 Special Functions 1069986 1069986 Recruiting 493189 493189 Meals & Entertainment 449949 449949 Federal Income Tax 184300 184300 2367379 2367379 547442569 522743903 24698666 0 10540 10542 53416047 101792975 15376983 133195 260953428 201853428 2288127 3392510 13594475 19357869 692468335 230353009 362695347 462115326 720016875 841258820 299847263 401341221 75374472 117585554 3733560 4404211 189237248 294979380 1996544365 2448225031 1111610717 1391927100 15295327 22235460 525854026 726717709 49695538 49337842 281417181 269092735 1983872789 2459310846 X 12327095 -12123916 344481 1038101 12671576 -11085815 1996544365 2448225031 X -96621844 72864453 X 0 1 1 X 1 1 X X X 0 0 0 Baylor Research Institute 751921898 04 0 1 1 0 Baylor University Medical Center 751837454 03 1 1 1 0 Baylor Health Care System Foundation 751606705 07 0 1 1 8000000 Baylor Specialty Health Centers 751765385 03 0 1 1 0 Baylor Health Services 751917311 03 0 1 1 0 Baylor Medical Centers at Garland and McKinney 751037591 03 0 1 1 0 Baylor Medical Center at Waxahachie 751844139 03 0 1 1 0 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 751037226 03 0 1 1 0 Baylor Regional Medical Center at Grapevine 751844139 03 0 1 1 0 Baylor Medical Center at Irving 752586857 03 0 1 1 100000 HealthTexas Provider Network 752536818 03 0 1 1 37029474 Baylor All Saints Medical Center 751008430 03 0 1 1 0 All Saints Health Foundation 751947007 07 0 1 1 0 Baylor Regional Medical Center at Plano 820551704 03 0 1 1 0 Irving Healthcare Foundation 751570933 07 0 1 1 0 15 45129474 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 18288 1 120299 0 0 138587 0 Part IV, Supplemental Information: Statement Regarding Legislative Activity Health care policy is critical to all Americans, and Baylor Health Care System ("BHCS") 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. BHCS has established relationships with persons and industry associations that often communicate BHCS's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, BHCS may attempt to educate the local community on certain legislative initiatives that may impact BHCS' 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. BHCS has not intervened in any political campaign. 82937688 82937688 352138447 81720401 270418046 257392200 148632608 108759592 462115326 401341221 F 401341221 BHCS Assets at BHCS Foundation 1038290 Bond Issue Costs 7370726 Unexpended Bond Proceeds 118902768 Self Insurance Trust 58041622 S/T Security Lending Collateral 109625974 294979380 617334 Self Insurance Liability 61097383 Deferred Post-Retirement Benefits 113149 Deferred Compensation 8688640 Derivative Liability 66603595 Reserve for Tail Coverage 5232337 Security Lending Collateral 109625974 Environmental Liability 2114323 Revolving Credit Line 15000000 269092735 Description of Uncertain Tax Positions Under FIN 48: Part X: The System follows the provisions of ASC 740 "Income Taxes". As of June 30, 2011 and 2010, the System had no material gross unrecognized tax benefits. East Asia and the Pacific 0 0 Program Services Education/Missionary Services 12065 Europe 0 0 Program Services Insurance Mtg/CME 31329 North America 0 0 Program Services Facility Development/Missionary Services 2644 Middle East and North Africa 0 0 Program Services Billing/Collection 25351 Europe Investments 12132232 Central America and the Caribbean Investments 158139000 0 0 0 170342621 0 170342621 1 0 1 0 1 0 1 American Cancer Society 8900 Carpenter Freeway Dallas TX 75247 741185665 501(c)(3) 67750 N/A N/A General Support American Diabetes Association-Dallas Area 4100 Alpha Road Ste 100 Dallas TX 75244 131623888 501(c)(3) 12060 N/A N/A General Support American Heart Association Tarrant 2630 West Freeway Ste 250 Fort Worth TX 76102 135613797 501(c)(3) 22540 N/A N/A General Support Ark House Foundation PO Box 833656 Richardson TX 750833656 752738896 501(c)(3) 20000 N/A N/A General Support Arthritis Foundation 4300 MacArthur Ste 245 Dallas TX 752096524 756005144 501(c)(3) 8500 N/A N/A General Support Arts of Collin County Commission Inc 305 Century Pkwy Allen TX 75013 043799483 501(c)(3) 12500 N/A N/A General Support Baptist University of the Americas 8019 S Pan Am Expwy San Antonio TX 782241336 742599785 501(c)(3) 19000 N/A N/A General Support Baylor Health Care System Foundation 3600 Gaston Ave Ste 100 Dallas TX 75246 751606705 501(c)(3) 8000000 N/A N/A General Support Baylor Medical Center at Irving 1901 N MacArthur Blvd Irving TX 75061 752586857 501(c)(3) 100000 N/A N/A General Support B'nai B'rith International 2020 K St NW Washington DC 20006 530179971 501(c)(3) 21700 N/A N/A General Support Boys & Girls Club of Greater Dallas PO Box 710399 Dallas TX 753710399 751152657 501(c)(3) 7750 N/A N/A General Support Alzheimer's Association 4144 N Central Exprwy Ste 750 Dallas TX 75204 752041194 501(c)(3) 6900 N/A N/A General Support Collin County Community College District Foundation 2200 West University Drive McKinney TX 75071 752235755 501(c)(3) 9600 N/A N/A General Support Brother Bill's Helping Hand PO Box 565846 Dallas TX 75356 756027740 501(c)(3) 800070 N/A N/A General Support Crystal Charity Ball 30 Highland Park Village Ste 206 Dallas TX 752052791 756035893 501(c)(3) 28264 N/A N/A General Support Dallas Arboretum & Botanical Society Inc 8617 Garland Rd Dallas TX 75218 237375815 501(c)(3) 12500 N/A N/A General Support Dallas Area Interfaith 1104 Lupo Drive Dallas TX 75207 752638966 501(c)(3) 20000 N/A N/A General Support Dallas Baptist University 3000 Mountain Creek Parkway Dallas TX 752119299 756001300 501(c)(3) 5247 N/A N/A General Support Dallas Concilio of Hispanic Service 400 S Zang Blvd Ste 300 Dallas TX 752086641 751770140 501(c)(3) 21980 N/A N/A General Support Dallas County Heritage Society (Dallas Heritage Village) 1515 S Harwood Dallas TX 75215 756057722 501(c)(3) 19800 N/A N/A General Support Dallas Historical Society PO Box 150038 Dallas TX 753150038 750851204 501(c)(3) 9700 N/A N/A General Support Dallas Institute of Humanities and Culture 2719 Routh Street Dallas TX 75201 751721049 501(c)(3) 15000 N/A N/A General Support Denison Ministries 17304 Preston Rd Ste 1060 Dallas TX 75251 263191442 501(c)(3) 10000 N/A N/A General Support Dinah Weable Breast Cancer Survivor 219 Indian Trace Ln Waxahachie TX 75165 268360038 501(c)(3) 8000 N/A N/A General Support Fellowship of Christian Athletes 1907 Ascension Blvd Ste 300 Arlington TX 76006 440610626 501(c)(3) 7020 N/A N/A General Support Friends of Exall Park PO Box 710206 Dallas TX 75371 364589342 501(c)(3) 8000 N/A N/A General Support Friends of Fair Park PO Box 150248 Dallas TX 75315 752007688 501(c)(3) 6000 N/A N/A General Support Grand Prairie ISD Education Foundation 2602 S Beltline Grand Prairie TX 750531170 731697703 501(c)(3) 10000 N/A N/A General Support Helps International 15301 Dallas Pkwy Ste 200 Addison TX 75001 751966419 501(c)(3) 15000 N/A N/A General Support Grapevine Relief and Community Exchange (GRACE) PO Box 412 Grapevine TX 76099 752195702 501(c)(3) 8750 N/A N/A General Support Grapevine-Colleyville ISD Education Foundation PO Box 292 Grapevine TX 76099 752756537 501(c)(3) 5500 N/A N/A General Support HealthTexas Provider Network 8080 N Cntrl Expwy Ste 1700 Dallas TX 75206 752536818 501(c)(3) 37029473 N/A N/A General Support Hope Clinic 411 E Jefferson Waxahachie TX 75168 752960314 501(c)(3) 80000 N/A N/A General Support Injury Prevention Center of Greater Dallas PO Box 36067 Dallas TX 75235 752089180 501(c)(3) 50000 N/A N/A General Support Irving Schools Foundation 2621 W Airport Freeway Irving TX 75062 752072755 501(c)(3) 21200 N/A N/A General Support Juvenile Diabetes Research Foundation 3840 Hulen Street Ste 601 Fort Worth TX 76107 231907729 501(c)(3) 31900 N/A N/A General Support Kidney Texas Inc 6138 Berkshire Ln Ste 10 Dallas TX 75225 752847008 501(c)(3) 16632 N/A N/A General Support KwanzaaFest PO Box 224725 Dallas TX 752224725 752851704 501(c)(3) 10000 N/A N/A General Support Lake Joe Pool 10K and Pumpkinfest Inc 2341 S Belt Line Rd Grand Prairie TX 75051 752217580 501(c)(3) 8750 N/A N/A General Support Leukemia & Lymphoma Society 8111 LBJ Freeway Ste 425 Dallas TX 75251 135644916 501(c)(3) 10500 N/A N/A General Support Leukemia AssociationLeukemiaTexas 6060 N Cntrl Expwy Ste 416 Dallas TX 75206 751327679 501(c)(3) 16856 N/A N/A General Support March of Dimes North Texas Chapter 12660 Coit Road Ste 200 Dallas TX 752511311 131846366 501(c)(3) 17650 N/A N/A General Support Metro Dallas Homeless Alliance 1818 Corsicana St Dallas TX 75201 752461679 501(c)(3) 17250 N/A N/A General Support Mothers Against Drunk Drivers 8585 Stemmons Frwy 525 Dallas TX 75247 942707273 501(c)(3) 10000 N/A N/A General Support National Kidney Foundation 5429 LBJ Freeway Ste 250 Dallas TX 75240 756033760 501(c)(3) 20000 N/A N/A General Support Plano Independent School District Foundation 2700 W 15th St Plano TX 75075 752481906 501(c)(3) 10000 N/A N/A General Support North Central Texas Council of Governments Foundation PO Box 5888 Arlington TX 76005 300095065 501(c)(3) 5500 N/A N/A General Support North Texas Food Bank 4306 Shilling Way Dallas TX 75237 751785357 501(c)(3) 8500 N/A N/A General Support Operation Care International 1200 Warwick Dr Mesquite TX 75150 752959602 501(c)(3) 15950 N/A N/A General Support Primary Care Clinics of North Texas 570 S Edmonds Ln Ste 111 Lewisville TX 75067 260064343 501(c)(3) 7000 N/A N/A General Support Recovery Resource Council (Tarrant Council on Alcoholism and Drug Abuse) 2700 Airport Freeway Fort Worth TX 76111 756005093 501(c)(3) 9956 N/A N/A General Support RISE Adventures Inc PO Box 141122 Irving TX 750141122 208646346 501(c)(3) 10000 N/A N/A General Support Ronald McDonald House of Dallas 5641 Medical Center Dr Dallas TX 75235 751609401 501(c)(3) 9305 N/A N/A General Support Salesmanship Club 400 S Zang Blvd Ste 700 Dallas TX 752086641 861118804 501(c)(3) 30020 N/A N/A General Support Susan G Komen Breast Cancer Foundation PO Box 101328 Fort Worth TX 76185 752445070 501(c)(3) 12000 N/A N/A General Support Susan G Komen Foundation 12820 Hillcrest Ave Ste c105 Dallas TX 75230 752444724 501(c)(3) 19610 N/A N/A General Support Swim Across America One International Pl Ste 4600 Boston TX 02110 223248256 501(c)(3) 100000 N/A N/A General Support Tarrant Area Food Bank 2600 Cullen Street Fort Worth TX 76107 751822473 501(c)(3) 8180 N/A N/A General Support Texas Chapter of The American College of Physicians 401 West 15th St Austin TX 78701 751823808 501(c)(3) 10000 N/A N/A General Support Communities Foundation of Texas 5500 Caruth Haven Lane Dallas TX 75225 750964565 501(c)(3) 20000 N/A N/A General Support Coppell Community Development Foundation 509 W Bethel Rd Ste 200 Coppell TX 75019 721615080 501(c)(3) 10000 N/A N/A General Support Texas Hospital Association PO Box 970121 Dallas TX 75397 741362741 501(c)(3) 25000 N/A N/A General Support Texas Museums and Halls of Fame 1108 S University Parks Dr Waco TX 76706 742603242 501(c)(3) 12500 N/A N/A General Support Texas Healthcare Trustees Foundation PO Box 15587 Austin TX 787615587 742752261 501(c)(3) 8500 N/A N/A General Support United Way of Metropolitan Dallas 1800 North Lamar Dallas TX 75202 756005352 501(c)(3) 10000 N/A N/A General Support The Senior Source 3910 Harry Hines Blvd Dallas TX 75219 751085555 501(c)(3) 49240 N/A N/A General Support The Junior League of Dallas PO Box 9089 Dallas TX 752093335 751004680 501(c)(3) 12600 N/A N/A General Support The Empowerment Project Inc 777 E 15th St Plano TX 75074 752897607 501(c)(3) 10000 N/A N/A General Support Texas Woman's University PO Box 425649 Denton TX 762045649 756002618 501(c)(3) 9400 N/A N/A General Support YMCA 6000 Preston Rd Dallas TX 752052099 750800696 501(c)(3) 10110 N/A N/A General Support 70 Procedure for Monitoring Grants in the U.S.: Part I, Line 2: Schedule I, 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 Baylor'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 Baylor Health Care System (BHCS) or a third party (such as Community Health Check Up or by the United Way) and adopted as a priority by BHCS's Community Service Advisory Council, (2) Serves an under-served community or group of people through medical mission work to improve their health status. For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BHCS 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. Additionally, the grants and other assistance provided are closely monitored by the Community Benefits Committee which is comprised of the President and Community Board Members. X X X X X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 Joel Allison 991009 0 880591 0 790723 0 395899 0 18674 0 3076896 0 488143 0 Mark Teresi 315567 0 132371 0 2371 0 41209 0 15807 0 507325 0 0 0 Mark Amiri 256619 0 104709 0 30387 0 41431 0 21302 0 454448 0 14069 0 William Boyd 538151 0 409474 0 24133 0 197632 0 22881 0 1192271 0 0 0 Gary Brock 622808 0 472119 0 180980 0 225370 0 14613 0 1515890 0 159312 0 Fred Savelsbergh 414699 0 231108 0 40004 0 64961 0 16169 0 766941 0 22076 0 Amy Yeager 223904 0 166436 0 18509 0 36965 0 20818 0 466632 0 16884 0 Paul Convery MD 472016 0 326310 0 23574 0 156380 0 17141 0 995421 0 0 0 Dianne Grussendorf 257909 0 0 0 22195 0 40802 0 16851 0 337757 0 19353 0 Keith Holtz 310682 0 169169 0 33276 0 52761 0 23385 0 589273 0 16313 0 Rosemary Luquire 330547 0 188569 0 16589 0 56914 0 20750 0 613369 0 0 0 John McWhorter 0 421984 0 293703 0 426763 0 138450 0 17065 0 1297965 0 409228 Robert Michalski 214400 0 92281 0 2750 0 29749 0 19494 0 358674 0 0 0 David Muntz 354680 0 240110 0 53722 0 60049 0 19280 0 727841 0 33660 0 Pam Scott 270268 0 107447 0 1291 0 42531 0 14589 0 436126 0 0 0 Jennifer C Stribling 223740 0 121525 0 116105 0 37935 0 19821 0 519126 0 101940 0 Michael Taylor 484485 0 338104 0 125717 0 161115 0 19110 0 1128531 0 102533 0 David Ballard 381080 0 189559 0 59116 0 63581 0 18568 0 711904 0 43850 0 William Roberts 356894 0 165527 0 50975 0 59591 0 20204 0 653191 0 34717 0 Robert Green 211898 0 219326 0 65952 0 29069 0 15541 0 541786 0 0 0 Alan Miller MD 440345 0 83250 0 44 0 12250 0 20259 0 556148 0 0 0 Donald Kennerly MD 356034 0 147533 0 43598 0 57334 0 20243 0 624742 0 38270 0 Michael Mack MD 564072 136271 35000 0 125 69 8728 0 18912 4024 626837 140364 0 0 Carl Couch MD 379823 15348 78607 0 48079 82 49703 2298 16568 450 572780 18178 0 0 Lavone Arthur 283042 0 119676 0 47148 0 45209 0 16513 0 511588 0 42937 0 John Miller 0 0 0 0 137155 0 0 0 0 0 137155 0 137155 0 Part I, Line 1a Travel for companions-The organization reimburses eligible employees and board members certain reasonable travel expenses associated with spousal travel where the spouse's presence is important to the event. These events may include, for example, board meetings, business meetings, and award ceremonies approved by the organization's governing body and/or President. All spousal travel reimbursements are treated as taxable compensation. Fourteen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 1a Tax indemnification and gross up payments-The organization provides tax indemnification where an authorized member of management 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. Sixteen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 1a Discretionary spending account-The organization provides eligible employees who travel frequently in their personal vehicle an auto expense allowance in lieu of reimbursement for business mileage under the organization's business travel and expense reimbursement policy. All auto expense allowances are treated as taxable compensation. Fifteen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 1a Housing allowance or residence of personal use-The organization provides temporary housing to eligible employees under the organization's moving and relocation reimbursement policy. All temporary housing provided to any employee is treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 1a 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. Nine of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 1a The organization does not provide benefits such as a maid, chauffer or chef; however, the organization does provide eligible senior officers financial planning benefits as part of their total compensation. All financial planning benefits provided to any individual are treated as taxable compensation. Eight of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 4b In order to recruit and retain key employees, the organization 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 the organization's supplemental non qualified retirement plan during the tax year: Amy Yeager ($16,884), David Ballard, M.D. ($43,850), David Muntz ($33,860), Dianne Grussendorf ($19,353), Donald Kennerly, M.D. ($38,270), Fred Savelsbergh ($22,076), Gary Brock ($77,422), Jennifer Coleman Stribling ($101,940), Joel Allison ($336,340), John McWhorter ($360,046), Keith Holtz $(16,313), Mark Amiri ($14,069), Robert Michalski, William Roberts ($34,717), Mark Teresi, Robert Green, Michael Taylor ($47,341), Pam Scott, Carl Couch, M.D. Paul Convery, M.D., Rosemary Luiquire, Lavone Arthur ($42,937), John Miller ($137,155) and William Boyd. Also, certain senior officers, as designated by the organization's governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize key senior leaders value and contribution to the organization as well as align their compensation to the long term strategy of the organization. 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 organization'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 organization's 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: Joel Allison ($151,803), Gary Brock ($81,890), John McWhorter ($49,182), Paul Convery, M.D., Michael Taylor ($55,193) and William Boyd. Part I, Line 7 The organization has implemented the Performance Award 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 the 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 financal stewardship. The governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data. Supplemental Information Part III Supplemental Information: Governing Body Compensation The members of the governing body (except the CEO) 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 have received modest benefits incident to their service on the board and/or multiple board committees. These benefits 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 organization and/or a wellness physical. All such benefits are treated as taxable compensation to the extent required by law and are reported in the Form 990 where applicable. Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QBU2 2009-02-04 211177797 Refunding Issues-11/2001, 4/2008 0 0 0 North Cental Texas Health Facilities Development Corporation 521584653 65854RAA8 2006-06-06 71945000 Refunding Issues from 01/1996 0 0 0 Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QEW5 2011-06-16 366043133 Refunding Issues-6/2006 & Construction of Hospital Facilities 0 0 0 211177797 3527583 207650214 2009 1 0 1 1 71945000 525790 71419210 2006 1 0 1 1 366043133 3152743 95942398 150000000 116947992 1 0 0 1 0 0 1 0 1 0.00000 0.00500 0.00500 1 0 0 1 0 1 0.00000 0.00000 0.00000 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 0 Trinity MC LLC (BMCC) Roy Lamkin, organization's board member, serves as Chair of the BMCC board. 5276287 Management services 0 Trinity MC LLC (BMCC) Paul Convery, MD, organization's CMO, serves as a board member of BMCC. 5276287 Management services 0 Trinity MC LLC (BMCC) Rosemary Luquire, organization's CNO, serves as a board member of BMCC. 5276287 Management services 0 Trinity MC LLC (BMCC) Mark Teresi, organization's SVP Fin Ops, serves as a board member of BMCC 5276287 Management services 0 Trinity MC LLC (BMCC) Frederick Savelsbergh, organization's CFO, serves as a board member of BMCC 5276287 Management services 0 Texas Health Ventures Group LLC (THVG) Gary Brock, organization's COO, serves as a board member of THVG. 8491250 Royalty fees and management services 0 Texas Health Ventures Group LLC (THVG) Frederick Savelsbergh, organization's CFO, serves as a board member of THVG 8491250 Royalty fees and management services 0 Baylor Heart & Vascular Center LLP (BHVC) John McWhorter, organization's SVP, serves as a board member of BHVC. 9276950 Rental of real property and management services 0 Baylor Heart & Vascular Center LLP (BHVC) Don Wills, organization's board member, serves as a board member of BHVC. 9276950 Rental of real property and management services 0 Baylor Heart & Vascular Center LLP (BHVC) Michael Taylor, organization's SVP, serves as a board member of BHVC. 9276950 Rental of real property and management services 0 Texas Heart Hospital of the Southwest LLP (THHSW) David Ballard, organ.'s SVP Quality Impr, serves as a board member of THHSW 14369833 Rental of real property and management services 0 Texas Heart Hospital of the Southwest LLP (THHSW) Rosemary Luquire, organization's CNO, serves as a board member of THHSW. 14369833 Rental of real property and management services 0 Texas Heart Hospital of the Southwest LLP (THHSW) Gary Brock, organization's COO, serves as a board member of THHSW. 14369833 Rental of real property and management services 0 Texas Heart Hospital of the Southwest LLP (THHSW) Paul Convery, M.D., organization's CMO, serves as a board member of THHSW. 14369833 Rental of real property and management services 0 HealthTexas Provider Network-Gastroenterology Services LLP (BAEC) Gary Brock, organization's COO, serves as a board member of BAEC. 203026 Management services 0 Baylor Health Enterprises LP (BHE) John McWhorter, organization's SVP, serves as a Board Member of BHE. 1605819 Purchased Services 0 Baylor Health Enterprises LP (BHE) John McWhorter, organization's SVP, serves as a Board Member of BHE. 4805325 Capital Contribution 0 Baylor Health Network Inc (BHNI) Bill Roberts, organization's SVP, serves as President of BHNI. 107980 Management services 0 Trinity MC LLC (BMCC) Michael Taylor, organization's SVP, serves as a board member for BMCC. 6331544 Management services 0 Schedule L, Part IV, Transactions Involving Interested Persons: The interested persons listed above in Part IV, including Trinity MC, LLC (BMCC), Texas Health Ventures Group, LLC (THVG), Baylor Heart and Vascular Center, LLP (BHVC), Texas Heart Hospital of the Southwest, LLP (THHSW), HealthTexas Provider Network-Gastroenterology Services, LLP (BAEC), Baylor Health Enterprises, LP (BHE) and Baylor Health Network, Inc. (BHNI) are all controlled affiliates of the organization. The organization's employees and/or community board representatives (Roy Lamkin and Don Wills) were appointed by the organization to serve as board members of the controlled affiliates. These individuals were appointed by the organization to serve as board representatives of those controlled affiliates to ensure they are operated in a charitable manner and in accordance with the organization's tax exempt status. The appointment of the community board representatives to serve on the governing body of related partnerships is consistent with IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. In those instances, the community board representatives do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnership, and serve only in a voluntary capacity as an independent community board member. Form 990, Part VI, Section A, line 2 Family or business relationships: Walker Harman and Jim Turner have a business relationship. Form 990, Part VI, Section B, line 11 Process used to review the Form 990: The Form 990 is prepared and reviewed by BHCS's tax department with assistance from a national public accounting firm. 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. The Form 990 is then reviewed with the organization's governing body and 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 the 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 and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BHCS Board of Trustees Audit and Compliance Committee and the BHCS 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. The BHCS Compensation and Governance Committee also reviews all relevant disclosures by individuals serving on BHCS's governing body. 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 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 BHCS 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, known as the Performance Award Program, works to put 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 BHCS Board of Trustees and its Compensation and Governance Committee (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 similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The BHCS Board of Trustees and Committee, on behalf of the organization, work directly with 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 key employees. The Committee is made up of members of the BHCS Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the Committee approves and recommends to the BHCS Board of Trustees salary increases, earned incentives, and 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 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 Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the Committee minutes which are timely reviewed and approved by the Committee. 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 articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization's combined financial statements 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 VI, Question 14: Document Retention and Destruction Policy: The organization has been following a written Document Retention and Destruction Policy since April 2003 which was approved by management. Form 990, Part VII: Hours devoted to related organizations: John McWhorter serves as an officer of a related organization. He devotes an average of 40 hours per week to the related organization. Carl Couch, M.D. transferred from a related organization during the year. He worked an average of 40 hours per week for the related organization prior to the transfer. Michael Mack, M.D. transferred to a related organization during the year. He worked an average of 40 hours per week for the related organization after the transfer. Changes in Net Assets or Fund Balances: Form 990, Part XI, line 5: Net unrealized gains on investments: 35,020,011. Transfers Between Entities Under Co 37,196,112. Change in Net Assets Held at BHCS Foundation 693,620. Investment Income (Subpart F) -45,290. Total to Form 990, Part XI, Line 5: 72,864,453. Members: Form 990, Part I, Line 4 and Part VI, Line 1b: Number of Independent Board Two of the organization's members of the governing body also serve as board members of a related partnership that is controlled by the organization. Based on the Form 990 instructions, this relationship results in a business transaction on Schedule L since the organization and the related partnership have entered into business transactions in excess of certain thresholds. These members were appointed by the organization to serve as community board representatives of those related partnerships to ensure the partnership is operated in a charitable manner and in accordance with the organization's tax exempt status. The appointment of these members to serve on the governing body of the related partnership is consistent with IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. These board members do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnership, and serve only in a voluntary capacity as an independent community board member. Therefore, these members are reflected as independent board members on Part I, Line 4 and Part VI, Line 1b of the Form 990. 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