2012-05-15T13:41:08-05:00 2011-06-30 DELOITTE TAX LLP 1111 BAGBY STREET SUITE 4500 HOUSTON TX 770022591 990 2010-07-01 741613878 BAYLOR COLLEGE OF MEDICINE BAYL 7137984375 ONE BAYLOR PLAZA NO T100 HOUSTON TX 770303498 KIMBERLY COTNER 7137984375 2012-05-14 1 7139822000 2010 2016-02-24 21:20:13Z KIMBERLY C DAVID 1676310969 0 X WWW.BCM.TMC.EDU X 1900 TX BAYLOR COLLEGE OF MEDICINE IS COMMITTED TO ADVANCING HUMAN HEALTH THROUGH THE INTEGRATION OF PATIENT CARE, RESEARCH, EDUCATION AND COMMUNITY SERVICE. 48 47 11127 1950 3711147 664861 803115812 922114017 260916251 261132707 67069457 23091475 23036854 23049951 1154138374 1229388150 90201989 79433709 0 0 725476270 732252723 0 0 4508250 422527597 434767021 1238205856 1246453453 -84067482 -17065303 2380599805 2186970862 1434201072 1177000110 946398733 1009970752 X BAYOR COLLEGE OF MEDICINE IS COMMITTED TO ADVANCING HUMAN HEALTH THROUGH THE INTERGRATION OF PATIENT CARE, RESEARCH, EDUCATION AND COMMUNITY SERVICE. 0 0 559288621 54179217 248316217 SERVICE - BCM AFFIRMS OUR CONVENANT TO SERVE THE COMMUNITY. FOREMOST IS OUR COMMITMENT TO PATIENTS, BOTH IN OUR CLINICAL PRACTICE AND WITH AFFILIATED HOSPITALS. WE STRIVE TO IMPROVE PUBLIC HEALTH IN ALL OUR ENDEAVORS AND SERVE THE COMMUNITY IN ALL ASPECTS OF THIS PROCESS. BAYLOR STUDENTS AND RESIDENTS SPEND MUCH OF THEIR EDUCATION AND TRAINING IN THE COLLEGE'S SEVEN PRIMARY CARE AFFILIATED TEACHING HOSPITALS WHERE BAYLOR FACULTY ALSO PROVIDE PATIENT CARE. 361004890 2345803 0 RESEARCH-BAYLOR RESEARCHERS AND PHYSICIANS ARE STUDYING A VARIETY OF MEDICAL TOPICS, INCLUDING CANCER CELL FUNCTION, FERTILITY,CHILD NUTRITION,INFLUENZA, HEART AND NEUROLOGICAL DISORDERS, AND OTHER BASIC AND CLINICAL RESEARCH. 98631246 19788017 12816490 INSTRUCTION - BCM VALUES ACADEMIC PURSUITS AND WE COMMIT OUR EFFORTS TO THE SCHOLARLY PURSUIT OF KNOWLEDGE FOR OUR TRAINEES, OUR PATIENTS, AND OUR COMMUNITY. AS A MEDICAL SCHOOL, BAYLOR'S PRIMARY GOAL IS TO EDUCATE MEDICAL SCHOOL STUDENTS AND TRAIN MEDICAL SCHOOL GRADUATES. BAYLOR ALSO PLACES EMPHASIS ON THE EDUCATION OF MEDICAL RESEARCH AND ALLIED HEALTH PERSONNEL. 28433750 521563 1158932 ACADEMIC SUPPORT-DEPARTMENTAL TEACHING AND RESEARCH SUPPORT FUNDS FROM VARIOUS DONORS AND SOURCES. RESEARCH AND INSTRUCTION EFFORTS ARE INCLUDED IN ACADEMIC SUPPORT. LIBRARY EXPENSES ARE ALSO INCLUDED IN THIS CATEGORY. 28433750 521563 1158932 1047358507 1 1 0 1 0 0 0 0 1 1 1 1 1 1 1 0 1 1 0 1 1 0 0 1 0 0 0 1 1 1 1 0 1 0 0 0 0 0 1 0 1 0 0 0 0 1 1 0 0 0 1 X 1344 0 1 11127 1 1 1 1 UK CJ LU 0 0 0 1 1 0 0 0 0 X 48 47 1 0 1 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 X KIMBERLY COTNER DAVID 7137981543 ONE BAYLOR PLAZA 110C HOUSTON TX 77030 BARBARA B ALLIBRITTON 2.50 X 0 0 0 ROBERT H ALLEN 2.50 X 0 0 0 JOHN H BAKER III 2.00 X 0 0 0 JOHN F BOOKOUT III 2.00 X 0 0 0 ROBERT T BROCKMAN 0.50 X 0 0 0 PASTOR K H CALDWELL 2.50 X 0 0 0 W FRED CAMERON 2.00 X 0 0 0 JAMES C FLORES 2.00 X 0 0 0 JAMES T HACKETT 2.50 X 0 0 0 PAUL W HOBBY 5.00 X 0 0 0 NED S HOLMES 1.00 X 0 0 0 JACK HUNT 2.00 X 0 0 0 JODIE LEE JILES 2.00 X 0 0 0 C BERDON LAWRENCE 2.00 X 0 0 0 JACK E LITTLE PHD 1.00 X 0 0 0 FRED R LUMMIS 5.00 X 0 0 0 DRAYTON MCLANE JR 2.00 X 0 0 0 ROBERT C MCNAIR 4.00 X 0 0 0 JOHN L NAU III 2.00 X 0 0 0 LYNDON L OLSON JR 2.00 X 0 0 0 R RANDALL ONSTEAD JR 1.00 X 0 0 0 HARRY REASONER 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ESSEX LANE SUITE 1200 HOUSTON TX 77027 CONSTRUCTION 13372121 FTI CONSULTING INC 909 COMMERCE ROAD ANNAPOLIS MD 21401 CONSULTING 6196735 W S BELLOWS CONSTRUCTION CORP 1018 ST AGNES HOUSTON TX 77030 CONSTRUCTION 2684351 JOHN L WORTHAM & SON LLP 2727 ALLEN PARKWAY HOUSTON TX 77019 INSURANCE 2038830 MILLER CURTIS WEISBROD LLP 11551 FOREST CENTRAL DR DALLAS TX 75243 LEGAL SERVICES 1630380 5 750436 233626 538073302 383056653 17245171 922114017 EDUCATIONAL PROGRAMS 621110 248316217 248316217 TUITION AND FEES 611600 12431666 12431666 INTEREST: STUDENT LOAN 525990 384824 384824 261132707 22276015 22276015 2833199 2833199 14923538 14923538 42270 42270 42270 42270 421898134 22737631 446653504 -24755370 22737631 -2017739 2244843 -4262582 95846 750436 269048 -173202 -173202 17604 267 17337 17337 PARKING FACILITIES FOR 531190 3488839 3488839 RENTAL OF FACILITIES 531120 1462724 1462724 OTHER INCOME 900099 1192550 771704 420846 2095895 1158932 694600 242363 8240008 1229388150 262291639 3711147 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241573046 106095374 2866683 2065330 801353 625627664 HORSLEY BRIDGE VII LP 23809086 F DLJ MERCHANT BANKING PARTNERS III, LP 6543816 F HICKS,MUSE, TATE AND FURST V, L.P. 1297897 F THOMAS H. LEE EQUITY FUND V, LP 6160307 F GMO & CO, LLC 48616253 F ABRY MEZZANINE PARTNERS, LP 1632549 F BRIDGEPOINT CAPITAL, LTD. 2200150 F TSG4, L.P. 7218362 F CSFP GLOBAL OPPORTUNITIES FUND 105861 F HORSLEY BRIDGE INTERNATIONAL III, LP 22603460 F ARBY PARTNERS V L.P. 4878646 F OCM OPPORTUNITIES FUND VI L.P. 3679170 F HORSLEY BRIDGE INTERNATIONAL V, L.P. 18111752 F ABRY SENIOR EQUITY II 6376452 F TSG5, L.P. 11565792 F HORSLEY BRIDGE INTERNATIONAL IV, LP 16651921 F OCM OPPORTUNITIES FUND VII L.P. 7713154 F HORSLEY BRIDGE INTERNATIONAL V, LP 7374347 F ARBY PARTNERS VI L.P. 9049937 F OCM OPPORTUNITIES FUND VIIB, L.P. 10275214 F HORSLEY BRIDGE INTERNATIONAL V, LP 2091809 F BCM TECHNOLOGIES, 1, L.P. 1692597 F AUXERIS THERAPEUTICS, 946 SHARES 1 F FAIRWAY MEDICAL TECH, INC 1 F FHJ SCIENTIFIC 1 F GENE EXCEL, INC. 1 F INGENEX, INC. 1 F KING RACH INVESTMENT 8431763 F KING RACH INVESTMENT, L.P 26006 F PROGRESSION THERAPEUTICS, INC. -100,000 1000 F SOUTHERN MEDICAL CNETER INSURANCE 2114424 F BCM TECHNOLOGIES, INC 10955751 F PRIVATE EQUITY FAIR VALUE ADJUSTMENT 6132200 F BAYLOR MEDICAL FOUNDATION 30160306 F USRC LP BELLAIRE & SCOTT 29728 F HUDSON PARTNERSHIP, LTD 100000 F FINGER 1% LIMITED PARTNERSHIP INTEREST 138189 F RREEF AMERICA REAL ESTATE FUND, L.P. 20000000 F GOLDMAN SACHS REAL ESTATE 1000 F STEPSTONEMED, INC 1 F SENNES DRUG INNOVATIONS, INC (AGIS) 1 F 297738906 OTHER LIABILITIES - GIFT ANNUITIES 2908470 2908470 PART V, LINE 4 - INTENDED USE OF ENDOWMENT FUNDS: THE ENDOWMENT FUNDS ARE USED TO FUND MEDICAL RESEARCH AND MEDICAL EDUCATION, INCLUDING SCHOLARSHIPS AND STUDENT LOAN FUNDS. FIN 48 - UNCERTAINTY IN INCOME TAXES: IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2011, THE FOOTNOTE TO THE FINANCIAL STATEMENTS ADDRESSING THE REPORTING REQUIREMENTS OF FIN 48 READS AS FOLLOWS: "ASC 740, INCOME TAXES, CREATES A SINGLE MODEL TO ADDRESS UNCERTAINTY IN TAX POSITIONS AND CLARIFIES THE ACCOUNTING FOR INCOME TAXES BY PRESCRIBING THE MINIMUM RECOGNITION THRESHOLD A TAX POSITION IS REQUIRED TO MEET BEFORE BEING RECOGNIZED IN THE FINANCIAL STATEMENTS. UNDER THE REQUIREMENTS OF ASC 740, TAX-EXEMPT ORGANIZATIONS COULD NOW BE REQUIRED TO RECORD AN OBLIGATION AS THE RESULT OF A TAX POSITION THEY HAVE HISTORICALLY TAKEN ON VARIOUS TAX EXPOSURE ITEMS. PRIOR TO ASC 740, TAX LIABILITIES WERE RECORDED AS INCURRED. THERE ARE NO MATERIAL UNRECORDED TAX LIABILITIES AS JUNE 30, 2011 AND 2010." 1 1 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 1 EXPLANATION OF NONDISCRIMINATORY POLICY PUBLICATION SCHEDULE E, PART I, LINE 3 THE COLLEGE INCLUDES A STATEMENT OF ITS RACIALLY NONDISCRIMINATORY POLICY AS TO STUDENTS IN ALL ITS BROCHURES AND CATALOGS DEALING WITH ADMISSIONS, PROGRAMS, AND SCHOLARSHIPS. EXPLANATION OF GOVERNMENT FINANCIAL ASSISTANCE SCHEDULE E, PART I, LINE 6 BAYLOR COLLEGE OF MEDICINE PARTICIPATES IN THE FEDERAL STUDENT LOAN PRORAMS, PERKINS PRIMARY CARE LOANS AND LOANS FOR DISADVANTAGED STUDENTS. THE U.S. GOVERNMENT PROVIDES THE MONEY THAT THE COLLEGE LOANS TO STUDENTS AT 5% INTEREST. THE PRINCIPAL AND INTEREST COLLECTED FROM THE STUDENTS ARE USED TO RELOAN TO OTHER STUDENTS. BAYLOR COLLEGE OF MEDICINE RECEIVES AID AND ASSISTANCE FROM GOVERNMENT AGENCIES, INCLUDING MEDICAL RESEARCH GRANTS FROM NIH, NSF, DOD, USDA, NASA, DOJ, TITLE IV FUNDING, PERKINS AND FEDERAL WORKSTUDY FROM THE DEPARTMENT OF EDUCATION. STATE AGENCIES INCLUDE THE TEXAS COORDINATING BOARD, THE DSHS (DEPT OF STATE HEALTH SERVICES) AND THE DEPARTMENT OF TRANSPORTATION. LOCAL AGENCIES INCLUDE THE HARRIS COUNTY HOSPITAL DISTRICT AND THE CITY OF HOUSTON. 1 EUROPE GRANTS TO RECIPENTS LOCATED IN REGION FOR HOSPITAL CONSTRUCTION. GRANTS FOR PEDIATRIC AIDS PREVENTION AND CARE. 560255 SUB-SAHARAN AFRICA GRANTS TO RECIPENTS LOCATED IN REGION FOR HOSPITAL CONSTRUCTION. GRANTS FOR PEDIATRIC AIDS PREVENTION AND CARE. 2038853 UNITED KINGDOM LIMITED PARTNERSHIP INVESTMENT. 2200150 0 0 0 0 0 0 4799258 0 4799258 X EUROPE PROVIDE PEDIATRIC AIDS PREVENTION AND CARE 560255 WIRE TRANSFER TO LOCAL BANK ACCOUNT OF THE ORGANIZATION. SUB-SAHARAN AFRICA PROVIDE PEDIATRIC AIDS PREVENTION AND CARE 2038853 WIRE TRANSFER TO LOCAL BANK ACCOUNT OF THE ORGANIZATION. 0 6 1 0 1 0 1 0 OTHER INFORMATION SCHEDULE F, PART V PART I, LINE 2 - GRANTMAKERS EXPLANATION FOR GRANTS OUTSIDE U.S. THE MAJORITY OF THE PEOPLE ON THE BOARDS OF THE ORGANIZATION ARE EMPLOYEES OF BAYLOR COLLEGE OF MEDICINE AND/OR EMPLOYEES OF A RELATED ORGANIZATION, BAYLOR INTERNATIONAL PEDIATRIC AIDS INITIATIVE. THESE BOARD MEMBERS ARE THEREFORE ABLE TO CONTROL THE BOARD AND MONITOR THE ACTIVITIES OF THE VARIOUS NON-GOVERNMENTAL ORGANIZATIONS THROUGH BOARD OVERSIGHT. 0 PINK RIBBON HOUSTON 516413 459843 56570 52434 15166 100912 PARTNERSHIP 270176 250967 19209 53438 15706 2 59693 39626 20067 13000 128 18264 846282 750436 95846 118872 15294 134882 269048 -173202 Z 0 SCHOLARSHIPS AND FELLOWSHIPS FOR STUDENTS 2904 89241032 N/A N/A PART I, LINE 2 - PROCEDURES FOR MONITORING USE OF GRANT FUNDS IN U.S GRANTS AND OTHER ASSISTANCE TO INDIVIDUALS ARE PROVIDED IN THE FORM OF STIPENDS TO RESIDENTS, POST DOCS, AND GRADUATE STUDENTS. THE STIPENDS ARE SUBJECT TO ALL OF THE PAYROLL SYSTEM CONTROLS, TIME SHEETS, TIME AND EFFORT REPORTING AND OTHER PAYROLL CONTROLS. THE REMAINING GRANTS USE TUITION SCHOLARSHIPS WHICH ARE APPLIED DIRECTLY TO TUITION AND FEES WITHIN THE ACCOUNTING SYSTEMS TO WHICH THE STUDENT HAS NO ACCESS. X 1 1 X X X X X 1 0 0 0 0 0 0 0 0 BOBBY ALFORD 170184 0 452714 0 56740 0 9394 0 4967 0 693999 0 0 0 WILLIAM BUTLER MD 577162 0 0 0 17428 0 13409 0 6337 0 614336 0 0 0 CLAIRE BASSETT 234267 0 0 0 7742 0 12733 0 6337 0 261079 0 0 0 R CAILLOUET 306095 0 0 0 2322 0 13054 0 6337 0 327808 0 0 0 KIMBERLY DAVID 408501 0 125000 0 540 0 13146 0 6341 0 553528 0 0 0 J JARRIEL 330892 0 0 0 2322 0 13076 0 6337 0 352627 0 0 0 LISA KENNEDY 327859 0 0 0 8442 0 13069 0 6337 0 355707 0 0 0 J D HOLCOMB 208867 0 0 0 11391 0 11714 0 6337 0 238309 0 0 0 HIRAM GILBERT PHD 243225 0 0 0 3564 0 13012 0 6337 0 266138 0 0 0 W BRINKLEY 169452 0 0 0 11526 0 9420 0 6337 0 196735 0 0 0 S GREENBERG 508074 0 1171 0 11391 0 13246 0 6337 0 540219 0 0 0 SUSAN HAMILTON 432264 0 0 0 3564 0 13173 0 6337 0 455338 0 0 0 STEPHEN SPANN 524843 0 0 0 2322 0 13260 0 6337 0 546762 0 0 0 KRISTI COOPER 143844 0 1000 0 421 0 7461 0 6337 0 159063 0 0 0 TOM KLEINWORTH 271047 0 0 0 2322 0 13017 0 6337 0 292723 0 0 0 ADAM KUSPA 346357 0 0 0 7742 0 13084 0 6337 0 373520 0 0 0 PAUL KLOTMAN 268761 0 255000 0 23004 0 12385 0 1890 0 561040 0 0 0 WILLIAM WALKER 475184 0 264000 0 2322 0 13214 0 6337 0 761057 0 0 0 MARK KLINE 515882 0 0 0 1242 0 13185 0 6337 0 536646 0 0 0 LARRY LIPSHULTZ 871709 0 0 0 4191 0 13593 0 6337 0 895830 0 0 0 THOMAS WHEELER 794863 0 66549 0 8822 0 13521 0 6337 0 890092 0 0 0 JOSEPH COSELLI 1991698 0 0 0 4422 0 14675 0 6337 0 2017132 0 0 0 CHARLES FRASER 1540938 0 0 0 14242 0 14242 0 6337 0 1575759 0 0 0 F BRUNICARDI 1191677 0 0 0 2322 0 13906 0 6337 0 1214242 0 0 0 PETER TRABER 0 0 0 0 850000 0 0 0 0 0 850000 0 0 0 DONNA SOLLENBERGER 0 0 0 0 1172269 0 0 0 0 0 1172269 0 0 0 PART I, LINE 1A RELEVANT INFORMATION REGARDING COMPENSATION BENEFITS: BAYLOR COLLEGE OF MEDICINE OFFERS A FACULTY CHILDREN'S SCHOLARSHIP PROGRAM FOR DEPENDENT CHILDREN OF ELIGIBLE FACULTY AND DESIGNATED STAFF EMPLOYEES. THE COLLEGE PAYS UP TO A MAXIMUM OF $4,500 ANNUALLY PER CHILD. A CHILD CAN RECEIVE A MAXIMUM OF FOUR (4) ANNUAL SCHOLARSHIP AWARDS. THE TOTAL ANNUAL BENEFIT AMOUNT IS $6,500 AND THE ENTIRE AMOUNT OF THIS BENEFIT IS TAXABLE TO THE EMPLOYEE. THE TOTAL REPRESENTS THE $4,500 PAYMENT TO THE CHILD'S COLLEGE AND AN ADDITIONAL $2,000 TO OFFSET THE FEDERAL INCOME TAXES. THIS ASSUMES THE ENTIRE $6,500 IS THE PAYMENT. IF THE BENEFIT IS REDUCED, THE INCOME TAX OFFSET IS REDUCED AS WELL. IN OTHER WORDS, $6,500 IS ADDED TO THE EMPLOYEE'S TAXABLE INCOME; THEREFORE, THE BENEFIT MAY AFFECT THE EMPLOYEE'S TAX BRACKET. HARRIS COUNTY CULTURAL EDUC FACILITY CORP 760337885 414008AA0 2008-08-27 251893440 REFUND PRIOR ISSUE 0 1 0 HARRIS COUNTY HEALTH FACILITY DEV CORP 561284201 41415MAJ3 1999-03-01 50000000 REFUND PRIOR ISSUE 0 1 0 HARRIS COUNTY HEALTH FACILITY DEV CORP 561284201 414152RNO 2007-11-15 400000000 BUILD A HOSPITAL 0 1 0 HARRIS COUNTY HEALTH FAC DEVELOPMENT COR 561284201 414152RQ3 2007-11-15 200000000 BUILD A HOSPITAL 0 1 0 16210000 251893440 17976988 2955947 27500 230933050 1 0 1 1 10895000 49396743 432940 305460 48658343 1 0 1 1 297610000 400000000 305460 11318849 386283818 0 0 1 1 100655000 200000000 998667 199001333 0 0 1 1 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 1 0 0 0 0 0 1 1 1 CITIBANK 40.000000000000 0 0 1 FSA CAPITAL MGMT 3.000000000000 1 1 0 1 1 0 1 1 ROYAL BANK OF CANADA 3.000000000000 1 0 0 HARRIS COUNTY HEALTH FAC DEVELOPMENT COR 561284201 414152SA7 2008-06-18 85000000 REFUND PRIOR ISSUE 0 1 0 HARRIS COUNTY HEALTH FAC DEVELOPMENT COR 561284201 414152SB5 2008-06-18 34550000 REFUND PRIOR ISSUE 0 1 0 HARRIS COUNTY HEALTH FAC DEVELOPMENT COR 561284201 414152SC3 2008-06-18 38180000 REFUND PRIOR ISSUE 0 1 0 21700000 85000000 1119562 354638 83525800 1 0 1 1 17150000 34550000 456118 144482 33949400 1 0 1 1 18980000 38180000 497583 157617 37524800 1 0 1 1 0 0 0 0 1 0 0 0 0 1 0 0 0 0 1 1 1 1 CITIBANK 40.000000000000 0 0 1 FSA CAPITAL MGMT 3.000000000000 1 0 0 1 1 1 CITIBANK 11152047.000000000000 0 0 1 FSA CAPITAL MGMT 3.000000000000 1 0 0 1 1 1 CITIBANK 11152047.000000000000 0 0 1 FSA CAPITAL MGMT 3.000000000000 1 0 0 DR RAYE LYNN ALFORD SEE SCHEDULE O 81592 SEE SCHEDULE O 0 NATHALIE KIM ROFF SEE SCHEDULE O 49990 SEE SCHEDULE O 0 0 X 102 4104475 SELLING PRICE X MEDICAL DEVICES 598 13140695 COST 0 1 1 THIRD PARTY USE: PART I, LINE 32B: PART I, LINE 32 - HIRE AND USE OF THIRD PARTIES THE COLLEGE RECEIVES DONATIONS IN THE FORM OF COMMON STOCK AND OTHER PUBLICLY RELATED SECURITIES AND HAS HIRED LICENSED BROKERS TO SELL THESE SECURITIES FOR THE COLLGE. FORM 990, PART VI, SECTION A, LINE 1 THE MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES ARE CHOSEN BY THE BOARD AND MUST BE TRUSTEES. THEY SHALL NOT NUMBER LESS THAN SEVEN MEMBERS AND AT LEAST ONE THIRD OF THE NUMBER OF MEMBERS OF THE EXECUTIVE COMMITTEE SHALL BE NECESSARY TO CONSTITUTE A QUORUM. EXCEPTIONS PROVIDED IN THE BYLAWS OF BAYLOR COLLEGE OF MEDICINE, SECTION 2.13. THEY SHALL HAVE AND MAY EXERCISE THE AUTHORITY OF THE BOARD OF TRUSTEES IN THE MANAGEMENT OF THE CORPORATION INCLUDING, BUT WITHOUT LIMITATION, THE AUTHORITY TO EXECUTE LEGAL INSTRUMENTS WITH OR WITHOUT THE CORPORATE SEAL. FORM 990, PART VI, SECTION A, LINE 2 FAMILY RELATIONSHIP - OFFICER BOBBY ALFORD AND DAUGHTER, EMPLOYEE DR. RAYE LYNN ALFORD TRUSTEE J. HUGH ROFF, JR. AND SON, WHO IS AN EMPLOYEE OF BAYOLR COLLEGE OF MEDICINE AND DAUGHTER-IN-LAW, WHO IS A POST DOCTORAL FELOW AT BAYLOR COLLEGE OF MEDICINE. TRUSTEE SALLY ANDERSON CLARK ADN TRUSTEE JOHN ANDERSON, M.D. TRUSTEE MILANE DUNCAN-FRANTZ AND TRUSTEE CHARLES WILLIAMS BUSINESS RELATIONSHIPS: BUSINESS RELATIONS - TRUSTEE MARC SHAPIRO AND TRUSTEE PHILIP J. BURGUIERES BUSINESS RELATIONSHIP - TRUSTEE ROBERT C. MCNAIR AND TRUSTEE JACK HUNT BUSINESS RELATIONSHIP - TRUSTEE PAUL W. HOBBY AND TRUSTEE FRED LUMMIS, TRUSTEE BOB MCNAIR AND TRUSTEE JAMES FLORES FORM 990, PART VI, SECTION A, LINE 4 BAYLOR COLLEGE OF MEDICINE AMENDED THE BYLAWS IN JANUARY, 2011 AMENDMENTS CAN BE SUMMARIZED AS FOLLOWS: 1. PRESIDENT AND CEO IS NO LONGER A VOTING MEMBER OF THE BOARD OF TRUSTEES. (SEC. 2.2(C)) 2. THERE USED TO BE AN AGE LIMIT OF 72 FOR TRUSTEES, THOUGH THE BOARD COULD WAIVE THIS AGE LIMIT. UNDER THE AMENDED BYLAWS. THERE IS A NO-WAIVABLE AGE LIMIT OF 78 (SEC. 2.2(E)) 3. REQUIREMENTS FOR "TRUSTEE EMERITUS" HAVE BEEN REVISED AND THE CONCEPT OF A "RETIRED TRUSTEE" HAS BEEN DELETED. (SEC. 2.2(H)). 4. THE BYLAWS NOW PROVIDE FOR "LIFE TRUSTEES," AND SET FORTH QUALIFICATIONS FOR SAME. (SEC. 2.2(J)) 5. UNDER NEW SEC. 2.2(K), THE BCM ALUMNI ASSOCIATION MAY NOMINATE AN INDIVIDUAL TO SERVE AS AN EX-OFFICIO, NON-VOTING MEMBER OF THE BOARD OF TRUSTEES. THIS INDIVIDUAL MUST BE APPROVED BY THE BOARD OF TRUSTEES. (SEC 2.2(K)) 6. UNDER REVISED SEC 2.7, THE TERM OF OFFICE OF THE CHAIR OF THE BOARD OF TRUSTEES IS NOW TWO YEARS; THE TERM FOR THE OTHER OFFICERS REMAINS AT ONE YEAR. IN ADDITION, THE CHAIR OF THE BOARD IN PLACE ON JANUARY, 1, 2011 IS SUBJECT TO A FIVE-YEAR TERM LIMIT; SUBSEQUENT CHAIRS WILL NOT BE ABLE TO SERVE THAN TWO CONSECUTIVE TWO-YEAR TERMS. (SEC. 2.7) 7. THERE IS NEW STANDING COMMITTEE, THE "FACULTY LIFE COMMITTEE." (SEC. 2.14) 8. THE COMPENSATION COMMITTEE HAS BEEN RE-NAMED THE "COMPENSATION AND EMPLOYEE BENEFITS COMMITTEE." (SEC 2.17(B)). FORM 990, PART VI, SECTION A, LINE 7A THE TRUSTEES SHALL BE DIVIDED INTO TWO GROUPS, ONE OF SUCH GROUPS TO BE COMPRISED OF AT LEAST ONE FOURTH OF THE MAXIMUM NUMBER OF TRUSTEES, THE OTHER SUCH GROUP TO BE COMPRISED OF THE REMAINDER OF THE NUMBER OF TRUSTEES. THE GROUP OF TRUSTEES (25%) SHALL BE ELECTED BY THE BAYLOR UNIVERSITY BOARD AND SUCH BOARD SHALL ALSO DETERMINE THE TERMS OF OFFICE FOR SUCH GROUPS. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN ASSETS OWNED BY BAYLOR UNIVERSITY AND CONVEYED TO BCM WHEN BAYLOR UNIVERSITY TRANSFERRED ASSETS TO BCM HAVE CERTAIN LIMITATIONS AS TO USE AND BAYLOR UNIVERSITY RETAINED CERTAIN OTHER RIGHTS DESCRIBED BELOW. IN ADDITION, CERTAIN CORPORATE ACTIONS REQUIRE THE PRIOR APPROVAL OF BAYLOR UNIVERSITY. ANY DISSOLUTION, MERGER, OR CONSOLIDATION MUST BE APPROVED BY BOTH A MAJORITY OF THE TRUSTEES OF THE CORPORATION AND A MAJORITY OF THE MEMBERS OF THE BOARD OF TRUSTEES OF BAYLOR UNIVERSITY. NO SUCH PLAN OF MERGER, CONSOLIDATION, OR DISSOLUTION SHALL BE ADOPTED UNLESS SUCH PLAN REQUIRES THE ASSETS TO BE TRANSFERRED TO THE NEW ENTITY WHICH IS A PRIVATE, NON-PROFIT SCIENTIFIC OR EDUCATIONAL CORPORATION, TRUST, OR ASSOCIATION, OR TO SOME GOVERNMENTAL AGENCY OR ORGANIZATION ENGAGED IN CHARITABLE, SCIENTIFIC, OR EDUCATIONAL ACTIVITIES. FORM 990, PART VI, SECTION B, LINE 11 A COPY OF FORM 990 IS PROVIDED TO THE ORGANIZATION'S GOVERNING BOARD OF TRUSTEES FOR AUDIT COMMITTEE REVIEW AND QUESTIONS BEFORE FILING. THE AUDIT COMMITTEE REVIEWS FORM 990 TO MAKE SURE IT IS COMPLETE BEFORE SUBMITTING IT TO THE TRUSTEES FOR THEIR APPROVAL. MANAGEMENT THEN PRESENTS FORM 990 TO THE AUDIT COMMITTEE AND MAKES ITSELF AVAILABLE TO ANSWER THEIR QUESTIONS. FORM 990, PART VI, SECTION B, LINE 12C THE PRESIDENT OF THE COLLEGE APPOINTS A CONFLICT OF INTEREST COMMITTEE THAT HAS RESPONSIBILITY FOR ADMINISTERING AND INTERPRETING THE POLICY. THE CONFLICT OF INTEREST COMMITTEE MEETS AS OFTEN AS ITS CHAIRMAN SHALL DETERMINE, AND IT PERIODICALLY REPORTS ON ITS ACTIVITIES TO THE PRESIDENT, TO THE ACADEMIC COUNCIL, AND TO THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES OF THE COLLEGE. ANY DISCLOSURES MANDATED UNDER THE POLICY ARE REVIEWED AND DISPOSED OF IN ADVANCE BY THE CONFLICT OF INTEREST COMMITTEE AND ARE REPORTED REGULARLY TO THE AUDIT COMMITTEE OF THE COLLEGE'S BOARD OF TRUSTEES. DECISIONS OF THE COMMITTEE MAY BE APPEALED TO THE PRESIDENT OF THE COLLEGE THROUGH THE ELECTRONIC CONFLICT OF INTEREST DISCLOSURE SYSTEM. EACH OFFICER, DIRECTOR, AND TRUSTEE IS REQUIRED TO READ THE POLICY, ANSWER THE QUESTIONNAIRE AND SIGN THE QUESTIONNAIRE ANNUALLY. THERE WILL BE AN APPROPRIATE FOLLOW-UP IF ALL OF THE QUESTIONNAIRES ARE NOT RETURNED. THE COMMITTEE PURSUES OBTAINING ALL OF THE SIGNED QUESTIONNAIRES UNTIL THEY ARE RETURNED. THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES (OR A SUBCOMMITTEE APPOINTED BY THE AUDIT COMMITTEE) IS RESPONSIBLE FOR ADMINISTERING THE TRUSTEE POLICY. THE COMMITTEE UTILIZES FORMS BY WHICH TRUSTEES PERIODICALLY VERIFY THAT THEY ARE IN COMPLIANCE WITH THE POLICY. SUCH FORMS ARE DISTRIBUTED AS DETERMINED BY THE COMMITTEE, WHICH NORMALLY WILL BE ONCE A YEAR. ALL COMMUNICATIONS REGARDING DISCLOSURES OR DETERMINATIONS OF CONFLICTS OF INTEREST ARE MAINTAINED IN CONFIDENCE. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION REVIEW & APPROVAL PROCESS FOR OFFICERS & KEY EMPLOYEES 1. AN EXTERNAL EXECUTIVE COMPENSATION CONSULTANT PROVIDES ANNUAL COMPENSATION AND BONUS ASSESSMENTS FOR OFFICERS, CHAIRS, DEANS AND VICE PRESIDENTS. 2. THE DEANS OF RESEARCH AND CLINICAL AFFAIRS ASSESS COMPENSATION AND BONUSES FOR THEIR RESPECTIVE DEPARTMENT CHAIRS AND CENTER DIRECTORS UTILIZING THE INFORMATION FROM THE EXECUTIVE COMPENSATION CONSULTANT. 3. HR COMPENSATION ASSESSES ADMINISTRATOR SALARIES BY UTILIZING VARIOUS EXTERNAL SALARY SURVEYS. 4. ALL COMPENSATION RECOMMENDATIONS FROM THE EXECUTIVE COMPENSATION CONSULTANT, THE DEAN OF RESEARCH, THE DEAN OF CLINICAL AFFAIRS, AND HR ARE REVIEWED BY THE VP OF HR WITH THE PRESIDENT. THE DEANS OF MEDICAL EDUCATION, THE GRADUATE SCHOOL, AND ALLIED HEALTH APPROVE THE COMPENSATION OF THE ASSISTANT AND ASSOCIATE DEANS. 5. THE PRESIDENT RECOMMENDS ANY SALARY ADJUSTMENTS AND BONUSES FOR OFFICERS, CHAIRS, DEANS, VICE PRESIDNETS, AND ADMINISTRATORS, TO THE COMPENSATION AND BENEFITS COMMITTEE OF THE BOARD OF TRUSTEEES. THE COMPENSATION AND BENEFITS COMMITTEE FORMALLY CONSIDERS AND ACTS UPON THE RECOMMENDATIONS. 6. THE WRITTEN APPROVAL FROM THE PRESIDENT AND FROM THE COMPENSATION AND BENEFITS COMMITTEE IS PROVIDED TO HUMAN RESOURCES FOR INPUT INTO SAP. THEREFORE, THE PROCESS FOR DETERMINING COMPENSATION OF THE PERSONS MENTIONED IN QUESTION 15 INCLUDE A REVIEW AND APPROVAL BY INDEPENDENT PERSONS, COMPARABILITY DATA, AND CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATION AND DECISION. FORM 990, PART VI, SECTION C, LINE 19 THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE MADE AVAILABLE UPON REQUEST. THE AUDITED FINANCIALS ARE ON THE COLLEGE'S WEB SITE THAT IS AVAILABLE TO THE PUBLIC. FORM 990, PART XI, LINE 2 - AUDITED FINANCIAL STATEMENTS BAYLOR COLLEGE OF MEDICINE IS AUDITED BY INDEPENDENT AUDITORS. HOWEVER, THE AUDIT IS PERFORMED ON A CONSOLIDATED BASIS AND THUS COMBINES OTHER ENTITIES IN THE AUDIT WITH BAYLOR COLLEGE OF MEDICINE. FOR INSTANCE, ITS WHOLLY OWNED CORPORATION IS INCLUDED IN THE FINANCIAL STATEMENTS. THIS ENTITY DOES NOT RECEIVE A SEPARATE COMPANY AUDIT. THE ORGANIZATION DOES HAVE AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT. FORM 990, PART XI, LINE 6 - MEMBERS OR STOCKHOLDERS THE ORGANIZATION DOES NOT HAVE MEMBERS PER ITS ARTICLES OF INCORPORATION. CERTAIN CORPORATE ACTIONS REQUIRE THE PRIOR APPROVAL OF BAYLOR UNIVERSITY. IN ADDITION, 25% OF BCM'S TRUSTEES SERVE AT THE PLEASURE OF BAYLOR UNIVERSITY. FORM 990, PART IV, LINE 24B THERE WAS A TEMPORARY PAUSE IN CONSTRUCTION THAT CAUSED THE PROCEEDS OF THE BOND ISSUE TO BE INVESTED BEYOND THE TEMPORARY PERIOD. AN ARBITRAGE YIELD RESTRICTION CALCULATION IS UNDER PREPARATION, BUT PRELIMINARY CALCULATIONS INDICATE THAT THERE WILL NOT BE EXCESS EARNINGS. PART VII - OFFICERS AND TRUSTEES AND RELATED ORGANIZATIONS I. OFFICERS AND TRUSTEES OF BAYLOR COLLEGE OF MEDICINE (BCM) WHO SERVE ON THE BOARD OF BCM TECHNOLOGIES, INC. ROBERT H. ALLEN - BCM TRUSTEE JACK LITTLE, PH.D. - BCM TRUSTEE FRED LUMMIS - BCM TRUSTEE KIM DAVID - BCM OFFICER WILLIAM WALKER - BMC KEY EMPLOYEE ADAM KUSPA - BCM OFFICER EACH DEVOTED ONE HOUR EACH WEEK TO THEIR DUTIES. II. BCM EMPLOYEES AND THEIR POSITIONS AT BAYLOR INTERNATIONAL PEDIATRIC AIDS INITIATIVE (BIPAI) MARK KLINE, M.D. - BCM EMPLOYEE IS PRESIDENT AND CHAIRMAN OF THE BOARD DOUG SPADE - BCM EMPLOYEE IS VP AND CFO OF BIPAI MICHAEL MIZWA - BCM EMPLOYEE AND SECRETARY OF BIPAI JOSEPH KANEWSKE - BCM EMPLOYEE AND TREASURE OF BIPAI EACH DEVOTED ONE HOUR EACH WEEK TO THEIR DUTIES. III. BCM TRUSTEE, H. BEN TAUB, IS THE PRESIDENT AND CHAIRMAN OF THE BOARD OF THE BAYLOR MEDICAL FOUNDATION. HE DEVOTED 1 HOUR PER WEEK TO THESE DUTIES. FORM 990, PART XI, LINE 5 OTHER CHANGES IN NET ASSETS OR FUND BALANCES ADJUST EXPENSES FOR INCOME TAXES........................719,003 EXPENSES OF PARTNERSHIP..............................-4,780,342 INCOME OF ANOTHER ORGANIZATION...........................30,222 RECLASS OF EXPENSES TO INCOME...........................-24,403 RECLASS OF EXPENSES TO INCOME..........................-694,600 REVERSE AUDIT ADJUSTMENT FOR IMPAIRMENT.............-87,000,000 ROUNDING.....................................................-1 TAX GAIN ON P/S TERMINATION.............................-82,380 UNREALIZED GAINS....................................172,469,823 ____________ TOTAL $80,637,322 FORM 990, SCHEDULE L, PART IV BUSINESS TRANSACTIONS INVOLVING INTEREST PERSONS: (A) NAME OF PERSON: DR. RAYE LYNN ALFORD (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: DAUGHTER OF OFFICER BOBBY ALFORD DR. RAYE LYNN ALFORD IS AN EMPLOYEE OF BAYLOR COLLEGE OF MEDICINE AND IS THE DAUGHTER OF OFFICER BOBBY ALFORD. (A) NAME OF PERSON: NATHALIE KIM ROFF (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION: DAUGHTER OF TRUSTEE HUGH ROFF NATHALIE KIM ROFF IS AN EMPLOYEE OF BAYLOR COLLEGE OF MEDICINE AND IS THE DAUGHTER OF TRUSTEE HUGH ROFF. 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