2022-05-13T11:45:16-05:00 2021-06-30 990 2020-07-01 752536818 HealthTexas Provider Network HEAL 2148204135 301 N Washington Avenue Dallas TX 75246 Pam Peiffer VP CFO 2148204135 2022-05-13 Pam Peiffer 999009999 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z Baylor Scott & White HealthTexas Provider Network Sarah Gahm 301 N Washington Avenue Dallas TX 75246 959000819 0 X www.bswhealth.com/HealthTexas X 1994 TX To deliver the highest value patient experience through quality, safety, accessibility, and cost-effectiveness, enhanced by medical education and research in collaboration with Baylor Scott & White Health. 12 0 5688 0 72025 0 78387571 110486136 812961007 848360204 -119063 -116463 1916 1266 891231431 958731143 6657 9678 0 0 680516117 694177783 0 0 0 239127506 249734285 919650280 943921746 -28418849 14809397 249681452 268335548 243370795 248574872 6310657 19760676 X To deliver the highest value patient experience through quality, safety, accessibility, and cost-effectiveness, enhanced by medical education and research in collaboration with Baylor Scott & White Health. 0 0 870778350 9678 848360204 See Schedule OHealthTexas Provider Network (HTPN) is a faith-based, nonprofit physician group providing quality medical health care and health care education to North Texas residents since 1994 and is a key component in fulfilling the overall charitable mission of Baylor Scott & White Health (BSWH). HTPN is affiliated with BSWH, a faith-based nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the residents of North and Central Texas. As the largest not-for-profit health care system in Texas, and one of the largest in the United States, BSWH was born from the 2013 combination of Baylor Health Care System and Scott & White Healthcare. Today, BSWH has over 1,100 patient access points including 51 hospitals, 561 specialty care clinics, 195 outpatient clinics, 160 primary care clinics, 32 pharmacies, 29 ambulatory surgery centers, and more than 7,300 active physicians. The system also includes a state certified health maintenance organization, the Scott and White Health Plan and the Baylor Scott & White Quality Alliance accountable care organization both covering over 983,000 lives. During the year, HTPN employed nearly 1,180 physicians and more than 400 non-physician providers providing primary and specialty health care services at more than 386 locations throughout the community. HTPN is comprised of 83 primary care sites including seven urgent care, 171+ specialty care centers, 100+ specialty satellite care sites including 7 liver disease outreach centers, one kidney outreach center, 34 cardiovascular care sites, 14 advanced heart failure clinics, 9 hospitalists programs, a family practice residency program and a multi-specialty residency program. In addition to providing access to primary care, HTPN has more than 60 specialty services to meet the health care needs of the community that include bariatric surgery, cardiovascular care, critical care, dermatology, endocrinology, gastroenterology, general surgery, geriatrics, gynecology, headache, hepatology, neurology, neuro-oncology, neurosurgery, obstetrics, oncology, otolaryngology, orthopedics, orthopedic trauma, pulmonology, psychology, psychiatry, rheumatology, thoracic surgery, transplant services, urogynecology, urology, reconstructive urology and vascular surgery. HTPN had more than 3.5 million patient encounters during the year and provided health care to more than 230,000 new patients. HTPN is committed to offering access to quality health care including providing free or discounted health care to the indigent, the underserved population and persons covered by government sponsored indigent health care and other government sponsored programs. During the fiscal year HTPN provided free or discounted care with an estimated reimbursed cost of more than $18.1 million to indigent patients qualifying under the financial assistance policy. Also, as part of its mission and charitable purpose, HTPN develops, implements and operates innovative strategies and programs that create access to health services, provide equitable care and improves health outcomes for the indigent and the medically underserved population. These activities include wellness programs, community education programs, special programs for the elderly, handicapped and medically underserved and a variety of broad community support activities. Several of these programs are outlined below. The Volunteers-in-Medicine program is HTPN's community service campaign. Since 1998, the Volunteers-in-Medicine program has provided HTPN physicians and staff with opportunities to take part in meaningful volunteerism both locally and abroad. Through a number of innovative programs, HTPN physicians and staff donate time, services, and money to improve the health status of the medically underserved. In FY21, VIM supported the BSW Community Care Clinics by providing 400 food boxes to stock their food pantry for patients who fact food insecurities and provided $6,000 of funding to provide diabetic eye screenings for uninsured patients. VIM also donated $3,000 to the Genesis Women's Shelter to help open their new counseling office for women and children experiencing domestic violence. Internationally, VIM donated $11,500 to its international medical mission partner to help with their COVID-19 relief efforts in Honduras which expanded access to PPE. VIM also concentrated on providing relief to refugees seeking asylum on the Texas-Mexico border. The VIM committee donated dollars to support medications and helped provide over 75 medical virtual encounters for refugees. The VIM committee continued their Continuing Medical Education (CME) program for international colleagues. VIM offered 10 virtual CME opportunities covering topics from Gastroenterology to Chronic Disease Management to healthcare providers in Honduras. Since 2001, HTPN has operated a group of charitable clinics known as the Baylor Community Care network. Baylor Community Care clinics are designed to provide primary care access to uninsured and underserved populations served by Baylor Scott & White Health, many following discharge from Baylor Scott & White hospitals. The Baylor Community Care strategy aims to reduce avoidable hospital utilization and costs by providing patients with comprehensive primary care services, chronic disease education, and community-based care coordination. During the fiscal year ending June 30, 2021, the Baylor Community Care consisted of seven primary care sites providing a medical home for approximately 16,519 patients with a total of 51,338 patient visits. Baylor Community Care network continues to provide innovative services to our uninsured and underinsured population that include, Behavioral Health, Medication Management, Chronic Disease Management, and Specialty Care access.Another unique component of the Baylor Community Care network is the home visit program, a program designed to provide home-based primary care and social support services to underserved patients with complex medical and social needs. Utilizing a multidisciplinary team of physicians, nurse practitioners, social workers, and community health workers, the home visit program is able to assist home-bound patients and their families following discharge from Baylor Scott & White hospitals or on a referral basis from a physician. 870778350 1 1 0 1 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 1 1 1 1 0 0 1 398 0 1 5688 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 12 0 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X Angie Hutson 2148201075 301 N Washington Avenue Dallas TX 75246 Giuliano Testa MD Director 40.00 0.00 X 1276725 0 45709 Kevin Theleman MD Director 40.00 0.00 X 995746 0 44026 Christian Royer MD Director 40.00 0.00 X 760927 0 47586 James Fleshman MD Director/Secretary 40.00 0.00 X X 688279 0 46765 Craig Kneten MD Director/Chair 40.00 0.00 X X 517312 0 43543 Carl Ciborowski MD Director 40.00 0.00 X 507332 0 29292 Valerie Gorman MD Director 40.00 0.00 X 471071 0 42076 Khang Tran MD Director 40.00 0.00 X 428267 0 39531 Catherine Raver MD Director 40.00 0.00 X 416761 0 39889 Mara Cunningham DO Director 40.00 0.00 X 363297 0 32687 Jeffrey Zsohar MD Director 40.00 0.00 X 244261 0 40658 Loree Lieving MD Director/Vice Chair 40.00 0.00 X X 174430 0 8823 Sarah Gahm SVP President Clinic Operations 40.00 0.00 X 1127017 0 252426 Pam Peiffer VP CFO 40.00 0.00 X 375425 0 18429 Doug Smith VP COO - HTPN 40.00 0.00 X 513697 0 36195 Brent Walker MD VP CMO - HTPN 40.00 0.00 X 492262 0 32480 Peter Stack MD Physician 40.00 0.00 X 1887540 0 42807 Michael Carley MD Physician 40.00 0.00 X 1739645 0 47027 Ishaq Syed MD Physician 40.00 0.00 X 1687944 0 41241 Michael Isaac MD Physician 40.00 0.00 X 1470954 0 27984 Khalid Yousuf MD Physician 40.00 0.00 X 1403321 0 43140 Richard Naftalis MD Former Officer 40.00 0.00 X 1160253 0 67500 F David Winter MD Former Officer 40.00 0.00 X 1026537 0 36474 19729003 0 1106288 1328 1 1 0 Med Fusion LLC PO Box 222137 Dallas TX 75222 Lab Services 5841363 Change Healthcare P O Box 1236 Butler PA 16003 Billing Services 3851701 The Christman Company 208 N Capitol Ave STE 400 Lansing MI 48933 Construction Services 3296761 Clinical Pathology Laboratories Inc 4555 Excel Pkwy Ste 300 Addison TX 75001 Lab Services 2976821 Baylor Quality Health Care Alliance LLC 301 N Washington Ave Dallas TX 75246 Accountable Care Services 2920022 62 61169452 49316684 217826 110486136 Patient Care 621111 806733326 806704656 28670 Medical Director Fees 541990 15721862 15721862 Shared Savings 621111 14971053 14971053 Corporate Services 561110 7976796 7976796 Rent 531120 1348072 1348072 1609095 1537070 72025 848360204 39833 39833 113380 269676 -156296 -156296 -156296 Cafeteria/Vending 722514 1266 1266 1266 958731143 848259509 72025 -86527 9678 9678 10442039 8196583 2245456 404111 404111 584093155 553789883 30303272 18701285 17731580 969705 50231168 47625087 2606081 30306025 28757528 1548497 55028 55028 54605245 29520658 25084587 1086643 916259 170384 9436217 6883515 2552702 35300295 34570482 729813 63907346 57741501 6165845 506336 488386 17950 1241511 1232031 9480 241888 241888 16824079 16343653 480426 134844 134844 Medical Supplies 60572507 60572507 Fixed Asset Impairment 3177973 3177973 Non-Medical Supplies 942550 923996 18554 Federal Income Tax 5858 5858 1695965 1645193 50772 943921746 870778350 73143396 0 20123 3896 27029225 55177242 51011112 58742516 177990 125144 174059366 121577307 57680298 52482059 9172424 8280500 855628 517413 103734652 93006778 249681452 268335548 76993283 97675349 31607283 28035991 128325072 115507080 6445157 7356452 243370795 248574872 X 5917994 19240274 392663 520402 6310657 19760676 249681452 268335548 X 14809397 2441145 -3800523 X 0 1 X 1 1 1 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 56390 1 55028 0 0 111418 0 Part II-B, Line 1: Statement Regarding Legislative Activity: Health care policy is critical to all Americans, and the Organization believes that health care providers must participate in forming health care policy by interacting with national, state and local representatives and their staff members to help them better understand the complexities and ramifications of key health care policies including, without limitation, those related to uninsured and indigent patient needs as well as the legislative and regulatory needs to assure the delivery of cost-efficient, quality health care. The Organization has established relationships with persons and industry associations that often communicate the Organization's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, the Organization may attempt to educate the local community on certain legislative initiatives that may impact the Organization's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. The Organization has not intervened in any political campaign. 98758683 59074120 39684563 72911886 62503187 10408699 2388797 2388797 52482059 HTPN Sign On Bonuses 891268 Operating Lease Assets 89210524 Vested SERP Assets 2384584 Interest in Net Assets of Related Foundations 520402 93006778 Deferral-Post Retirement Benefits 5093003 Noncompete Fund Payable 2263449 7356452 X Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2021 and 2020, the System had no material gross unrecognized tax benefits. X X X 1 1 X X X X 0 1 0 1 0 0 0 1 0 Peter Stack MD Physician 644494 0 0 0 1243046 0 14250 0 28557 0 1930347 0 960095 0 Michael Carley MD Physician 1717313 0 0 0 22332 0 14250 0 32777 0 1786672 0 0 0 Ishaq Syed MD Physician 1667167 0 0 0 20777 0 14250 0 26991 0 1729185 0 0 0 Michael Isaac MD Physician 1467014 0 0 0 3940 0 14250 0 13734 0 1498938 0 0 0 Khalid Yousuf MD Physician 1402066 0 0 0 1255 0 14250 0 28890 0 1446461 0 0 0 Sarah Gahm SVP President Clinic Operations 551530 0 537766 0 37721 0 239576 0 12850 0 1379443 0 133897 0 Giuliano Testa MD Director 1171200 0 100000 0 5525 0 14250 0 31459 0 1322434 0 0 0 Richard Naftalis MD Former Officer 1104434 0 0 0 55819 0 39250 0 28250 0 1227753 0 28472 0 F David Winter MD Former Officer 890375 0 0 0 136162 0 14250 0 22224 0 1063011 0 0 0 Kevin Theleman MD Director 974735 0 0 0 21011 0 14250 0 29776 0 1039772 0 0 0 Christian Royer MD Director 758930 0 0 0 1997 0 14250 0 33336 0 808513 0 0 0 James Fleshman MD Director/Secretary 662284 0 0 0 25995 0 14250 0 32515 0 735044 0 0 0 Craig Kneten MD Director/Chair 496638 0 0 0 20674 0 14250 0 29293 0 560855 0 0 0 Doug Smith VP COO - HTPN 300688 0 192743 0 20266 0 14250 0 21945 0 549892 0 0 0 Carl Ciborowski MD Director 460559 0 46000 0 773 0 0 0 29292 0 536624 0 0 0 Brent Walker MD VP CMO - HTPN 364597 0 105783 0 21882 0 14250 0 18230 0 524742 0 19930 0 Valerie Gorman MD Director 470206 0 0 0 865 0 14250 0 27826 0 513147 0 0 0 Khang Tran MD Director 424720 0 0 0 3547 0 14250 0 25281 0 467798 0 0 0 Catherine Raver MD Director 396354 0 0 0 20407 0 14250 0 25639 0 456650 0 0 0 Mara Cunningham DO Director 343244 0 0 0 20053 0 14250 0 18437 0 395984 0 0 0 Pam Peiffer VP CFO 289175 0 84348 0 1902 0 14250 0 4179 0 393854 0 0 0 Jeffrey Zsohar MD Director 243693 0 0 0 568 0 12751 0 27907 0 284919 0 0 0 Loree Lieving MD Director/Vice Chair 174089 0 0 0 341 0 8271 0 552 0 183253 0 0 0 Part I, Line 1a Tax indemnification and gross-up payments-The organization provides tax indemnification where the BSW Holdings' CEO, COO or CFO 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. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Discretionary spending account-The organization provides eligible employees certain monthly expense allowances in lieu of reimbursement for actual expenses under the organization's business travel and expense reimbursement policy. This may include providing an auto expense allowance for business mileage for those who travel frequently in their personal vehicle or a cell phone allowance for individuals who are required to use their mobile phone for business purposes. All expense allowances are treated as taxable compensation. Twenty of the persons listed in the Form 990, Part VII, Section A, received these benefits during the tax year. 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. Three of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Part I, Line 3 Process for determining compensation: The organization, a controlled affiliate of Baylor Scott & White Holdings, 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 the organization 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 places 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 Baylor Scott & White Holdings Board of Trustees and its Compensation 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 similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers explicitly held by Baylor Scott & White Holdings, works directly with an independent compensation consultant(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 other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or 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 Compensation 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 Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Part I, Line 4b In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Brent Walker, M.D. ($19,930), F. David Winter, M.D. ($178,236), Peter Stack, M.D. ($1,217,909), Richard Naftalis, M.D. ($28,472) and Sarah Gahm. Part I, Line 5 The organization employs physicians practicing medicine in both office-based (e.g., primary care) and hospital-based (e.g., hospitalists, intensivists, inner-city trauma surgery and other surgical specialties) practice settings. As such, the organization is a key component in fulfilling the overall charitable mission of its sole corporate member, Baylor Health Care System ("BHCS") and BHCS' sole corporate member Baylor Scott & White Health ("BSWH"), an integrated health care delivery system. No physician employed by the organization is paid compensation contingent upon the organization's overall revenues or net earnings. However, the organization does compensate physicians based, in whole or in part, on a personal productivity formula specific to the physician's practice site to which physicians compensated under such models have been assigned and approved by BSWH based on location and/or specialty. Such models are designed to encourage physicians within a practice site to work productively, efficiently and cost effectively, while also encouraging high quality patient care. Certain of the physicians listed in Form 990, Part VII, Section A, line 1a were compensated under such formula, which renders a percentage of their compensation contingent upon practice site revenues and certain expenses. Under these models, each practice site includes revenues collected for services provided at the practice site less deductions for practice site direct overhead and certain additional charges imposed by the organization to cover indirect overhead cost. A portion of a physician's compensation may also be paid on the basis of a fixed hourly or annual amount for non-clinical services. The total compensation of such physicians is evaluated based on independent, third-party data to verify consistency with fair market value. Part I, Line 7 The organization has adopted and implemented BSW Holdings', the organization's ultimate parent, Annual Incentive Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BSW Holdings' governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data. Form 990, Schedule J, Part III Supplemental Information: Governing Body Compensation The members of the governing body serve in a limited role in their capacity as a board member and may receive small amounts of compensation from the organization for these duties as a member of the governing body. However, the members do receive a majority of their compensation from the organization in their capacity as employed physicians. Gerald John Harder MD Family member of Loree Lieving, HTPN board member 404111 Employee compensation 0 X 1 217826 Fair Market Value 0 0 1 0 Part I, Column (b): The Organization is reporting based on the number of contributions, not the number of items contributed. Form 990, Part I, Line 4 and Part VI, Line 1b: Number of Independent Board Members: The organization is operated under chapter 162.001(b) of the Texas Occupations Code (formerly 5.01(a) in the Medical Practice Act), for the public interest, such as research, education or public health, and must be incorporated and directed by physicians licensed by the Texas Medical Board and actively engaged in the practice of medicine. The administrative side of the corporation may be handled by non-physician officers, but all medical decisions and the overall medical policies of the organization must be made by physicians. The organization's board members are employees of the organization who are nominated by BSW Holdings, the organization's ultimate parent, and are approved by the organization's governing body. As employees of the organization, the organization's board members would not be considered independent according the Form 990 instructions. However, to the fullest extent allowed by state law, BSW Holdings, has certain reserved powers over the organization that include, without limitation, financial decisions, compensation (including physicians) matters, approval of the organization's articles of incorporation and bylaws, and amendments thereto, removal of the members of the governing body under certain conditions, and approval of dissolutions and mergers, over the organization. BSW Holdings' governing body is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities including, the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 4 The organization's bylaws were amended effective July 1, 2020. The requirements for who can serve on the organization's governing body have been broadened, the terms and titles of certain offices have been revised and the application of privilege to the work of the committees has been expanded, among other proposed revisions. This included amending the chair of the board's term limit to be no more than two, three-year terms. Most of the other changes were deemed to be not material and were more procedural in nature. Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System, 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: Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: All rights and powers are reserved to the organization's ultimate parent, BSW Holdings, except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by joint commission. For example, BSW Holdings' substantial reserved rights and powers include, without limitation, approval of the organization's certificate of formation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose. Form 990, Part VI, Section B, line 11b Process used to review the Form 990: The Form 990 is prepared and reviewed by the BSWH tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS. Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with an actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements, employed physicians, persons who participate in the design, coordination, conduct, or reporting of research on behalf of BSWH, and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BSW Holdings Board of Trustees Audit and Compliance Committee and the BSW Holdings Corporate Compliance Committee review all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual. Form 990, Part VI, Section B, line 15 Process for determining compensation: The organization, a controlled affiliate of Baylor Scott & White Holdings, 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 the organization 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 places 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 Baylor Scott & White Holdings Board of Trustees and its Compensation 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 similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee, on behalf of the organization through reserved powers explicitly held by Baylor Scott & White Holdings, works directly with an independent compensation consultant(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 other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or 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 Compensation 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 Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's certificate of formation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BSW Holdings that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public. Form 990, Part XI, line 9: Changes in Net Assets of Related Foundations 127,739. Self Insurance Liability Reserve -3,929,062. Distribution to/from Tax Exempt Affiliate 800. Supplemental Information: IRC Section 6038 Statement: Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and the constructive ownership rules of IRC Sections 958(a) and (b), the taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, with respect to certain controlled foreign corporations (CFCs) including Baylor Scott & White Assurance SPC. These filing requirements are or will be satisfied through the filing of Form 5471 for this CFC by the U.S. taxpayer identified below who has the same filing requirement. Taxpayer Name: Baylor University Medical Center Taxpayer Address: 301 N. Washington Avenue, Dallas, TX 75246 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1837454 IRS Service Center where U.S. tax return was or will be filed: E-filed BSW Transplant Services PLLC 301 N Washington Avenue Dallas TX 75246 851899711 Billing Services TX 0 624390 HealthTexas Provider Network THH Cardiovascular Services PLLC 301 N Washington Avenue Dallas TX 75246 863703538 Physician Group TX 580978 806581 HealthTexas Provider Network All Saints Health Foundation 301 N Washington Avenue Dallas TX 75246 751947007 Fundraising TX 501(c)(3) Line 7 Baylor All Saints Medical Center 1 Baylor All Saints Medical Center 301 N Washington Avenue Dallas TX 75246 751008430 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Health Care System 301 N Washington Avenue Dallas TX 75246 751812652 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Health Care System Employee Benefit Trust 301 N Washington Avenue Dallas TX 75246 751848557 VEBA TX 501(c)(9) Baylor Health Care System 1 Baylor Health Care System Foundation 301 N Washington Avenue Dallas TX 75246 751606705 Fundraising TX 501(c)(3) Line 7 Baylor Health Care System 1 Baylor Institute for Rehabilitation at Gaston Episcopal Hosp 301 N Washington Avenue Dallas TX 75246 751037226 Rehabilitation Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Carrollton 301 N Washington Avenue Dallas TX 75246 454510252 Former Hospital/Wind Down TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Irving 301 N Washington Avenue Dallas TX 75246 752586857 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Waxahachie 301 N Washington Avenue Dallas TX 75246 751844139 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Centers at Garland and McKinney 301 N Washington Avenue Dallas TX 75246 751037591 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Grapevine 301 N Washington Avenue Dallas TX 75246 751777119 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Regional Medical Center at Plano 301 N Washington Avenue Dallas TX 75246 820551704 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Research Institute 301 N Washington Avenue Dallas TX 75246 751921898 Research TX 501(c)(3) Line 4 Baylor Health Care System 1 Baylor Scott & White Health 301 N Washington Avenue Dallas TX 75246 463131350 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor Scott & White Holdings 301 N Washington Avenue Dallas TX 75246 463130985 Parent TX 501(c)(3) Line 12b, II N/A 0 Baylor University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Hillcrest Baptist Medical Center 301 N Washington Avenue Dallas TX 75246 741161944 Hospital TX 501(c)(3) Line 3 Scott & White Memorial Hospital 1 Hillcrest Family Health Center 301 N Washington Avenue Dallas TX 75246 742730350 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Hillcrest Physician Services 301 N Washington Avenue Dallas TX 75246 742967081 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Irving Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 751570933 Fundraising TX 501(c)(3) Line 7 Baylor Medical Center at Irving 1 Scott & White Clinic 301 N Washington Avenue Dallas TX 75246 742958277 Physician Services TX 501(c)(3) Line 10 Scott & White Healthcare 1 Scott & White Continuing Care Hospital 301 N Washington Avenue Dallas TX 75246 202850920 Long Term Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White EMS Inc 301 N Washington Avenue Dallas TX 75246 753242749 Emergency Transport TX 501(c)(3) Line 10 Scott & White Memorial Hospital 1 Scott & White Foundation-Brenham 301 N Washington Avenue Dallas TX 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464007700 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Round Rock 301 N Washington Avenue Dallas TX 75246 203749695 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Taylor 301 N Washington Avenue Dallas TX 75246 741595711 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Memorial Hospital 301 N Washington Avenue Dallas TX 75246 741166904 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Southern Sector Health Initiative 301 N Washington Avenue Dallas TX 75246 263087442 Diabetes Health & Wellness Center TX 501(c)(3) Line 12a, I Baylor University Medical Center 1 Baylor Scott & White Medical Centers-Capitol Area 301 N Washington Avenue Dallas TX 75246 813040663 Hospital TX 501(c)(3) Line 3 Baylor Scott & White Health 1 Century Integrated Partners Inc 301 N Washington Avenue Dallas TX 75246 810872075 Physician Services/Emergency Care TX 501(c)(3) Line 3 Baylor University Medical Center 1 Baylor Scott & White Medical Center - Centennial 301 N Washington Avenue Dallas TX 75246 824052186 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Scott & White Care Plans 301 N Washington Avenue Dallas TX 75246 822794853 HMO TX 501(c)(4) Scott and White Health Plan 1 Lake Pointe Operating Company LLC 301 N Washington Avenue Dallas TX 75246 260194016 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Arlington Ortho & Spine Hospital LLC 14201 Dallas Parkway Dallas TX 75254 261578178 Hospital TX N/A 0 0 Baylor Affiliated Services LLC 301 N Washington Avenue Dallas TX 75246 260614730 Benefit Plans TX N/A 0 0 Baylor Heart and Vascular Center LLP 301 N Washington Avenue Dallas TX 75246 752834135 Specialty Hospital TX N/A 0 0 Baylor Surgicare at Ennis LLC 14201 Dallas Parkway Dallas TX 75254 274202856 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Granbury LLC 14201 Dallas Parkway Dallas TX 75254 263896477 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Mansfield LLC 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