2011-05-16T11:34:13-05:00 2010-06-30 Ernst & Young US LLP 1901 Sixth Avenue North Suite 1200 Birmingham AL 35203 990 2009-07-01 751606705 Baylor Health Care System Foundation BAYL 2148204135 2001 Bryan Street No 2200 Dallas TX 752013005 Rowland Robinson 2148204135 2011-05-16 1 2052512000 2009 2016-02-24 21:20:13Z Rowland Robinson 3600 Gaston Ave Ste 100 Dallas TX 75246 111726713 0 X www.BaylorHealth.com X 1975 TX Provides philanthropic support services to help Baylor Health Care System achieve its mission of serving all people with exemplary health care, medical education, medical research, and community service. 3 0 45 0 0 0 41320509 32644238 35017 11740 8502405 10557034 -548815 -290964 49309116 42922048 19757644 18165217 0 0 3578676 3614347 60000 120000 4328366 3124556 4633502 26520876 26533066 22788240 16388982 236933778 272481466 7122382 7239551 229811396 265241915 To foster and support the activies and purposes of Baylor Health Care System to encourage broad-based public support of the health care system and its affiliated institutions, and to advance the medical objectives, including sponsorship of specific projects and programs, as recommended by the health care system and its affiliate institutions, to promote patient care, research and educational and training programs. 0 0 19895425 18165217 0 See Schedule OBaylor Health Care System Foundation ("Foundation") provides philanthropic services to help its sole member, Baylor Health Care System ("BHCS"), and its related non-profit entities achieve their mission of serving all people through exemplary health care, education, research, and community service. With the support of the community, Baylor Health Care System continues to achieve new levels of excellence to dramatically improve the lives of patients and the well-being of our community for generations to come. Since 1978, the Foundation has raised money through a variety of campaigns and fundraising events, all geared toward certain areas of need such as cancer care, heart and vascular, medical education, palliative care, nursing, neuroscience and other areas. Each event is designed to reach out to the community, educating citizens on various health issues, the Baylor Health Care System mission, and actions that are essential for providing quality healthcare for the North Texas area. Through a wide range of fundraising events and opportunities, donors are united by a single, simple passion: to serve, care for and improve the health and lives of the people in our communities. 19895425 1 1 0 0 0 0 0 0 1 1 1 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 1 36 0 1 45 1 0 0 0 0 0 1 1 0 0 0 3 0 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MI X Amy Martin 2148202677 3600 Gaston Avenue Dallas TX 75246 Rowland Robinson 40.00 X X 461902 0 57274 Joel Allison 1.00 X 0 1921774 353051 William Boyd 1.00 X 0 818993 105650 Raul Aguilar 1.00 X 0 0 0 Dennis H Alberts 1.00 X 0 0 0 Barry Andrews 1.00 X 0 0 0 Anita R Arnold 1.00 X 0 0 0 Darron K Ash 1.00 X 0 0 0 Norman P Bagwell 1.00 X 0 0 0 Roy Bailey 1.00 X 0 0 0 Robert Barnes Jr 1.00 X 0 0 0 Richard Bernstein 1.00 X 0 0 0 Barbara Bradfield 1.00 X 0 0 0 Harold Brierley 1.00 X 0 0 0 Glenn Callison 1.00 X 0 0 0 Brian Casey 1.00 X 0 0 0 Darlene Cass 1.00 X 0 0 0 Natalie Chu 1.00 X 0 0 0 Donald Clampitt 1.00 X 0 0 0 Nancy Collins Fisher 1.00 X 0 0 0 Joe Colonnetta 1.00 X 0 0 0 Edward Copley 1.00 X 0 0 0 Edward C Coppola Jr 1.00 X 0 0 0 Leo Corrigan III 1.00 X 0 0 0 David Craig 1.00 X 0 0 0 Mary Anne Cree 1.00 X 0 0 0 Linda P Custard 1.00 X 0 0 0 Lawrence Dale 1.00 X 0 0 0 Stephen B Dobbs 1.00 X 0 0 0 Thomas Dunning 1.00 X 0 0 0 Virgina Dykes DO 1.00 X 0 0 0 Leldon Echols 1.00 X 0 0 0 Richard Eiseman Jr 1.00 X 0 0 0 Sharon Ellis 1.00 X 0 0 0 Timothy Ewing 1.00 X 0 0 0 Curtis C Farmer 1.00 X 0 0 0 D Gilbert Friedlander 1.00 X 0 0 0 Jeff Fronterhouse 1.00 X 0 0 0 Mark D Gibson 1.00 X 0 0 0 Margo Goodwin 1.00 X 0 0 0 James Gray MD 1.00 X 0 24000 0 Kelly Green 1.00 X 0 0 0 Randi Halsell 1.00 X 0 0 0 Jack Hamilton 1.00 X 0 0 0 Margaret Hancock 1.00 X 0 0 0 John D Harkey Jr 1.00 X 0 0 0 Milledge A Hart III 1.00 X 0 0 0 CR Hefner Jr 1.00 X 0 0 0 Lisa Hembry 1.00 X 0 0 0 Barry N Henry 1.00 X 0 0 0 Al Hill 1.00 X 0 0 0 William Hill 1.00 X 0 0 0 Robert C Holmes 1.00 X 0 0 0 J Stephen Jones 1.00 X 0 0 0 Thomas D Kingsley 1.00 X 0 0 0 Aaron W Kozmetsky 1.00 X 0 0 0 Mike Lafitte 1.00 X 0 0 0 Peter Lewis 1.00 X 0 0 0 Norman Lofgren 1.00 X 0 0 0 Lisa W Longino 1.00 X 0 0 0 Sarah Losinger 1.00 X 0 0 0 Ted Lyon 1.00 X 0 0 0 P Mike McCullough 1.00 X 0 0 0 Sharon C McCullough 1.00 X 0 0 0 John McFarland 1.00 X 0 0 0 James Miller 1.00 X 0 0 0 William Miller 1.00 X 0 0 0 Florence Mullins 1.00 X 0 0 0 Barry Newman 1.00 X 0 0 0 Beverly Nichols 1.00 X 0 0 0 Jeanette Norsworthy 1.00 X 0 0 0 Daniel P Novakov 1.00 X 0 0 0 Yvette Ostolaza 1.00 X 0 0 0 Pamela Patsley 1.00 X 0 0 0 Charles Pierce Jr 1.00 X 0 0 0 Gail Plummer 1.00 X 0 0 0 Ailenn M Pratt 1.00 X 0 0 0 Gail O Randall 1.00 X 0 0 0 Claiborne Querbes 1.00 X 0 0 0 Ann Quest 1.00 X 0 0 0 Wade Reed 1.00 X 0 0 0 Leonard Riggs Jr 1.00 X 0 0 0 Robert Sanford 1.00 X 0 0 0 Kenneth Schnitzer Jr 1.00 X 0 0 0 Peggy Sewell 1.00 X 0 0 0 David Shanahan 1.00 X 0 0 0 Ginny Sillers 1.00 X 0 0 0 Annette C Simmons 1.00 X 0 0 0 Shannon B Skokos 1.00 X 0 0 0 Jill Smith 1.00 X 0 0 0 Alison Solomon 1.00 X 0 0 0 David Stephens 1.00 X 0 0 0 Robert H Stewart III 1.00 X 0 0 0 Ann Stuart MD 1.00 X 0 0 0 Carolyn Swann 1.00 X 0 0 0 Thomas Swiley 1.00 X 0 0 0 John Tolleson 1.00 X 0 0 0 Julie Turner 1.00 X 0 0 0 Kristen H Twomey 1.00 X 0 0 0 Ann K Utley 1.00 X 0 0 0 Patrick S Wallace 1.00 X 0 0 0 Susan Wayne Strauss 1.00 X 0 0 0 Tucean Webb 1.00 X 0 0 0 Robert Wellborn 1.00 X 0 0 0 Lee Ann White 1.00 X 0 0 0 William D White 1.00 X 0 0 0 Joseph Williams 1.00 X 0 0 0 Philip Wise 1.00 X 0 0 0 Blake Woodall 1.00 X 0 0 0 Terry Worrell 1.00 X 0 0 0 Rev SM Wright II 1.00 X 0 0 0 Trea C Yip 1.00 X 0 0 0 Ana Yoder 1.00 X 0 0 0 Amy Martin 40.00 X 190565 0 17510 Clare Graca 40.00 X 204117 0 26145 Cynthia Krause 40.00 X 169735 0 1335 Mildred Dearman 40.00 X 139066 0 6209 Jayne Grimes 40.00 X 124287 0 24639 Roxann Garcia 40.00 X 122314 0 18223 Drew Oleson 40.00 X 119264 0 20299 Paige Schnabel 40.00 X 106615 0 21243 1637865 2764767 651578 10 0 1 0 Baylor Health Care System 2001 Bryan St Ste 2200 Dallas TX 75201 Management Services 1024167 Black Lab Creative LLC 25 Highland Park Village 100-245 Dallas TX 75205 Printing Services 233425 PK Works 5172 Village Creek Dr Ste 102 Plano TX 75093 Video Production Serv 127485 William H Lively Consulting 2911 Turtle Creek Blvd Ste 100 Dallas TX 75219 Fundraising Services 120000 4 2027843 7000000 23616395 1084968 32644238 Misc Operating Revenue 900099 11740 11740 11740 11182980 11182980 67799321 68413016 12251 -613695 -12251 -625946 -625946 88434 2027843 379398 -290964 -290964 42922048 0 0 10277810 18165217 18165217 1306071 285340 275355 745376 1952831 658716 541099 753016 109905 37072 30453 42380 46096 15548 12773 17775 199444 67275 55263 76906 47365 47365 120000 120000 1323711 176784 944835 202092 22132 22132 492242 166039 136393 189810 181032 61065 50161 69806 331814 111926 91940 127948 38984 13150 10802 15032 47820 16131 13250 18439 71542 24132 19823 27587 60 60 Bad Debt 1732768 1732768 Other Expenses 235018 79275 65120 90623 Special Functions 56381 56381 Dues & Memberships 40718 13735 11282 15701 Meals & Entertainment 11915 4020 3301 4594 26533066 19895425 2309275 4328366 842 7225459 20589081 28919632 12614276 47854 143007 5939 2350 1489985 788445 758093 701540 37426073 44971175 162550728 193459195 236933778 272481466 1877637 1376832 500000 5244745 5362719 7122382 7239551 X 25563194 30472868 99383768 112859688 104864434 121909359 229811396 265241915 236933778 272481466 X 0 1 1 X 0 X 19643702 22105580 23917225 25720509 32644238 124031254 19643702 22105580 23917225 25720509 32644238 124031254 3330786 120700468 12272020 13879694 13806259 11034707 11182980 62175660 186206914 712874 0.64820 0.64990 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 119432481 18002631 11104626 0 4154676 0 144385062 141738096 3046424 -20295335 0 5056704 0 119432481 0.00690 0.99310 0.00000 1 0 38044 38044 1182044 696198 485846 269897 92247 177650 701540 Beneficial Int in Split Int Agrmts 14570437 Long Term Investments 178888758 193459195 Annuities Payable 5362719 5362719 42922048 26533066 16388982 15422176 3619361 19041537 35430519 53057010 15422176 422157 911231 379398 17134962 35922048 7000000 7000000 42922048 26300522 422157 1442155 379398 2243710 24056812 2476254 2476254 26533066 Part V, Line 4: Description of Intended Use of Endowment Funds: Description of use of endowment funds The Baylor Health Care System Foundation endowments provide support for the activities and purposes of Baylor Health Care System and its affiliated entities (collectively, "BHCS"). The enable BHCS to advance its medical objectives and mission, including sponsorship of patient care, research, and educational and training programs. Part XII, Line 2d - Other Adjustments: Special Event Expenses: 379398. Part XII, Line 4b - Other Adjustments: Contributions Recorded in Transfers Between Entities Under Common Control: 7000000. Part XIII, Line 2d - Other Adjustments: Special Event Expenses: 379398. Part XIII, Line 4b - Other Adjustments: Grants Recorded in Transfers Between Entities Under Common Control: 743863. Bad Debt Expense: 1732391. FIN 48 Footnote The filing organization has separate individual audited financial statements; however, the organization is also included in Baylor Health Care System's combined audited financial statements (System). The System adopted the provisions of ASC 740 "Income Taxes" on July 1, 2007. As of June 30, 2010, there were no gross unrecognized tax benefits related to the filing organization. X X X X X X 1 William H Lively Consulting consult & educate on fund. campaigns & strategies 0 0 120000 0 120000 MI Luncheon 1855931 1813071 42860 14420 14693 57051 21500 199255 Golf Tournament 260346 214772 45574 10614 44605 9169 5000 3091 2116277 2027843 88434 25034 59298 66220 26500 202346 379398 -290964 1 Baylor University Medical Center 3500 Gaston Avenue Dallas TX 75246 751837454 501(c)(3) 11793493 N/A N/A Patient Care, Education, Medical Research, Equipment, Community Service Baylor Specialty Health Centers 3301 Gaston Avenue Dallas TX 75204 751765385 501(c)(3) 601601 N/A N/A Patient Care, Education Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 909 N Washington Dallas TX 75246 751037226 501(c)(3) 79053 N/A N/A Patient Care, Education Baylor Medical Center at Waxahachie 1405 West Jefferson Waxahachie TX 75165 751844139 501(c)(3) 63414 N/A N/A Patient Care, Education, Equipment Baylor Regional Medical Center at Grapevine 1650 W College Grapevine TX 76051 751777119 501(c)(3) 50287 N/A N/A Patient Care, Education Baylor Regional Medical Center at Plano 4700 Alliance Blvd Plano TX 75093 820551704 501(c)(3) 509372 0 N/A N/A Patient Care, Education Baylor Research Institute 3310 Live Oak Ste 501 Dallas TX 75204 751921898 501(c)(3) 4175227 0 N/A N/A Medical Research, Equipment Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas TX 75201 751812652 501(c)(3) 126943 0 N/A N/A Education, Employee Assistance HealthTexas Provider Network 8080 N Cntrl Expwy Ste 1700 LB 83 Dallas TX 75206 752536818 501(c)(3) 11073 0 N/A N/A Medical Research Southern Sector Health Initiative 4500 Spring Ave Dallas TX 75210 263087442 501(c)(3) 0 743863 FMV Equipment Equipment Baylor Medical Center at Garland 2300 Marie Curie Blvd Garland TX 75042 751037591 501(c)(3) 10891 0 N/A N/A Patient Care, Education 12 0 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. X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 Rowland Robinson 299990 0 145076 0 16836 0 34789 0 22485 0 519176 0 0 0 Joel Allison 0 942834 0 948382 0 30558 0 323038 0 30013 0 2274825 0 198172 William Boyd 0 518416 0 278851 0 21726 0 71005 0 34645 0 924643 0 0 Amy Martin 146473 0 43192 0 900 0 0 0 17510 0 208075 0 0 0 Clare Graca 129101 0 53191 0 21825 0 0 0 26145 0 230262 0 0 0 Cynthia Krause 144384 0 24481 0 870 0 0 0 1335 0 171070 0 0 0 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. 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. Six of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 4a In order to recruit and retain key talent, Baylor Health Care System ("BHCS") 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 BHCS' supplemental non qualified retirement plan during the tax year: Rowland Robinson, Joel Allison ($198,172) and William Boyd. Also, select certain officers, as designated by the organization's governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize the 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. Joel Allison participated in this plan during the tax year. Part I, Line 7 The organization has adopted and implemented BHCS's, the organization's sole member, 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 BHCS's 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. BHCS's 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 serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. However, certain members receive compensation from a related organization in their capacity as an employee of the related organization. X 6156 Cost of Donated Property X 17902 Cost of Donated Property X 8 199434 Avg FMV on Date of Trans X 2 9935 Cost of Donated Property X 3 16936 Cost of Donated Property X Giveaways 72 78955 Cost of Donated Property X Capital Assets 11 755650 Cost of Donated Property 0 0 1 0 Method for Determining Number of Contributors: Part I, Column (b): The organization is reporting the number of contributions, not the number of items contributed. Form 990, Part VI, Section A, line 2 Description of family or business relationships: Director, Yvette Ostolaza and Director, D. Gilbert Friedlander have a business relationship. Director, Joe Colonnetta and Director, Norman P. Bagwell have a business relationship. Director, Lisa Hembry and Director, Peter Lewis have a business relationship. Director, P. Mike McCullough and Director, Sharon McCullough have a family relationship. Director, R.F. Sanford and Director, Raul Aguilar have a business relationship. Director, Brian Casey and Director, Beverly Nichols have a business relationship. Director, Brian Casey and Director, Pamela Patsley have a business relationship. Director, Brian Casey and Director, Leonard Riggs, Jr. have a business relationship. Director, Brian Casey and Director, John Tolleson have a business relationship. Director, Leo F Corrigan III and Director, Leonard Riggs, Jr. have a business relationship. Director, Leo F Corrigan III and Director, John McFarland have a business relationship. Director, Leo F Corrigan III and Director, Kenneth Schnitzer, Jr. have a business relationship. Director, James N. Miller and Director, Brian Casey have a business relationship. Director, Philip Wise and Director, Margaret Hancock have a business relationship. Director, Terry Worrell and Director, John Tolleson have a business relationship. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which BHCS, 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 governing body is self-appointed, subject to approval from the sole member, BHCS. Form 990, Part VI, Section A, line 7b Governing body decision subject to approval: The sole member, BHCS, has final authority over certain decisions/powers of the organization such as approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of the members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions/powers over the organization. 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, a controlled affiliate of BHCS, 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 is included within the combined financial statements of BHCS 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 VII: Hours devoted to related organizations: The persons listed below also serve as employees of related organizations. The average hours per week devoted to the related organizations are listed below: Joel Allison (40 Hours) Steve Boyd (40 Hours) Form 990, Part I, Lines 3 & 4, and Part VI, Lines 1a and 1b: Number of Independent Board Members: Effective May 11, 2010, the organization's governing body was changed to have a minimum of 3 and no more than 5 persons who will have oversight of the business of the organization and overall governance of the organization except for powers reserved to the organization's sole member, Baylor Health Care System ("BHCS"). Furthermore, a non-voting, advisory Foundation Board was created consisting of the former members of the governing body to provide advice and support to the organization's governing body. As a result, the number of voting members at the end of the tax year listed on Form 990, Part VI, Line 1a, will not be the same as the number of board members listed on Part VII. All of the members of the organization's governing body are employees of the organization or of BHCS, a related tax exempt organization. Therefore, the organization's governing body would not be deemed independent according to the definition of independence in the Form 990 instructions. However, BHCS, as the organization's sole member, appoints the members of the organization's governing body to fulfill the mission and charitable purpose of the organization. BHCS' governing body is, and would be deemed independent under the said instructions, because it is comprised of a majority of independent community representatives that provide leadership and governance to BHCS and its affiliated tax exempt entities to ensure it is meeting its charitable purpose. Supplemental Information: IRC Section 6038 Statement: The Foundation is controlled by BHCS, Employer Identification Number 75-1812652. BHCS also owns Church University Insurance Company, Ltd. (CUIC) and Health Care Insurance Company of Texas, Ltd. (HCIC). CUIC and HCIC are controlled foreign corporations. BHCS furnishes all information required of BHCSF by IRC Section 6038 and the regulations thereunder with respect to CUIC and HCIC. Therefore, pursuant to Treasury Regulation Sec. 1.6038-2(j)(2), BHCSF is excepted from providing such information. BHCS files its Return of Organization Exempt from Income Tax in Ogden, Utah. Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas TX 75201 751812652 Management Services TX 501(c)(3) 11, Type III N/A Baylor University Medical Center 2001 Bryan Street Suite 2200 Dallas TX 75201 751837454 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Medical Center at Garland 2001 Bryan Street Suite 2200 Dallas TX 75201 751037591 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Medical Center at Irving 2001 Bryan Street Suite 2200 Dallas TX 75201 752586857 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Medical Center at Waxahachie 2001 Bryan Street Suite 2200 Dallas TX 75201 751844139 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Regional Medical Center at Plano 2001 Bryan Street Suite 2200 Dallas TX 75201 820551704 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Regional Medical Center at Grapevine 2001 Bryan Street Suite 2200 Dallas TX 75201 751777119 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 2001 Bryan Street Suite 2200 Dallas TX 75201 751037226 Rehabilitation Hospital TX 501(c)(3) 3 Baylor Health Care System Baylor Specialty Health Centers 2001 Bryan Street Suite 2200 Dallas TX 75201 751765385 Long Term Care Hospitals TX 501(c)(3) 3 Baylor Health Care System Baylor All Saints Medical Center 2001 Bryan Street Suite 2200 Dallas TX 75201 751008430 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System All Saints Health Foundation 2001 Bryan Street Suite 2200 Dallas TX 75201 751947007 Fundraising TX 501(c)(3) 7 Baylor All Saints Medical Center HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas TX 75201 752536818 Physician Practices TX 501(c)(3) 3 Baylor Health Care System Baylor Health Services 2001 Bryan Street Suite 2200 Dallas TX 75201 751917311 Holds interests in Ambulatory Surgery Centers/ Short Stay Hospitals TX 501(c)(3) 3 Baylor Health Care System Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas TX 75201 751921898 Research TX 501(c)(3) 4 Baylor Health Care System Southern Sector Health Initiative 2001 Bryan Street Suite 2200 Dallas TX 75201 263087442 Diabetes Health & Wellness Center TX 501(c)(3) 11, Type I Baylor University Medical Center Baylor Medical Center at McKinney 2001 Bryan Street Suite 2200 Dallas TX 75201 263604064 Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System 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 Irving Healthcare Foundation 2001 Bryan Street Suite 2200 Dallas TX 75201 751570933 Fundraising TX 501(c)(3) 7 Baylor Medical Center at Irving MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 205965871 Construction TX N/A Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 260614730 Benefit Plans TX N/A Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 752834135 Specialty Hospital TX N/A Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas TX 75201 412101361 Specialty Hospital TX N/A HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas TX 75201 731697736 Ambulatory Surgery Center TX N/A Trinity MC LLC 2001 Bryan Street Suite 2200 Dallas TX 75201 208889358 Acute Care Hospital TX N/A Texas Health Venture Group LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 752696845 Holds interests in Ambulatory Surgery Centers/ Short Stay Hospitals TX N/A Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 722183815 Ambulatory Surgery Center TX N/A Valley View Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752900902 Ambulatory Surgery Center TX N/A Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752708579 Ambulatory Surgery Center TX N/A Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 562297308 Ambulatory Surgery Center TX N/A Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752854711 Ambulatory Surgery Center TX N/A Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752862263 Ambulatory Surgery Center TX N/A North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 562399993 Ambulatory Surgery Center TX N/A Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752764855 Ambulatory Surgery Center TX N/A Arlington Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752748040 Ambulatory Surgery Center TX N/A Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 205506447 Ambulatory Surgery Center TX N/A Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752567179 Ambulatory Surgery Center TX N/A Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 260308454 Ambulatory Surgery Center TX N/A RockwallHeath Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 200334166 Ambulatory Surgery Center TX N/A Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 542086863 Short Stay Hospital TX N/A North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 201508140 Short Stay Hospital TX N/A Trophy Club Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 481260190 Short Stay Hospital TX N/A Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752658178 Short Stay Hospital TX N/A Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 752865177 Short Stay Hospital TX N/A MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 752829613 Short Stay Hospital TX N/A Arlington Orthopedic and Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 261578178 Short Stay Hospital TX N/A University Surgical Partners of Dallas LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 550823809 Ambulatory Surgery Center TX N/A Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 263896477 Ambulatory Surgery Center TX N/A Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison TX 75001 271835675 Ambulatory Surgery Center TX N/A Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison TX 75001 208303422 Ambulatory Surgery Center TX N/A Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison TX 75001 752592508 Ambulatory Surgery Center TX N/A Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas TX 75201 751997378 Fitness Center/Pharmacy/ Hotel TX N/A C Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752463251 Billing/ Collection TX N/A C BMP Incorporated 2001 Bryan Street Suite 2200 Dallas TX 75201 751436779 Post Office TX N/A C Church University Insurance Company Ltd 41 Cedar Avenue Hamilton BD 980352108 Investments BD N/A C Health Care Insurance Company of Texas Ltd PO Box GT 2nd Fl Buckingham Sq Grand Cayman CJ 980403182 Investments CJ N/A C Baylor Medical Center at Grapevine Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752747555 Condo Association TX N/A C BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 752897806 Condo Association TX N/A C Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 261661900 Condo Association TX N/A C ODC Therapy Inc 2001 Bryan Street Suite 2200 Dallas TX 75201 200749021 Research DE N/A C 0 1 1 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 Baylor Health Care System C 7000000 Baylor University Medical Center B 11793493 Baylor Regional Medical Center at Plano B 509372 Baylor Specialty Health Centers B 601601 Baylor Medical Center at Waxahachie B 63414 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital B 79053 Baylor Regional Medical Center at Grapevine B 50287 Baylor Health Care System B 126943 Southern Sector Health Initiative B 743863 Baylor Health Care System L 1034169 Baylor Research Institute B 4175227