2021-05-14T14:26:43-05:00 2020-06-30 990 2019-07-01 463130985 Baylor Scott & White Holdings BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Carrol E Aulbaugh Treasurer 2148204135 2021-05-13 2019 2022-09-23 18:48:47Z James Hinton 301 N Washington Avenue Dallas TX 75246 119380118 0 X www.bswhealth.com X 2013 TX Faith based supporting organization serving as the parent corporation to a network of acute care hospitals and related health care entities that provide patient care, medical education, medical research and community services. 21 16 37 16 -54483 -87076 36505 35332 30303017 43853619 32207972 28398464 0 0 62547494 72287415 0 0 0 0 27105965 33316125 0 0 0 166144141 97012768 193250106 130328893 -130702612 -58041478 5483233381 6019634772 5450997679 5963567533 32235702 56067239 X Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. 0 0 107868837 0 63773373 See Schedule OBaylor Scott & White Holdings (BSW Holdings) serves as the ultimate parent corporation and provides the overall governance, strategic planning and related services for the Baylor Scott & White Health system (BSWH). BSWH is a nonprofit, 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 1,000 patient care sites including 52 hospitals, 562 specialty care clinics, 195 outpatient clinics, 172 primary care clinics, 31 pharmacies, 26 ambulatory surgery centers, and approximately 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 906,000 lives. BSW Holdings' governing body is comprised of independent volunteer community representatives who provide leadership and governance to BSWH. The members of the governing body contribute their wisdom, insights and expertise to ensure that BSWH is fulfilling its mission and charitable purpose while providing efficient administrative support services and direction to affiliates of BSWH. Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. BSWH is committed to offering access to quality health care including free or discounted health care to the indigent and underserved population through its affiliated health care providers. As part of its charitable mission, BSWH's nonprofit hospitals provided community benefits (as reported to the Texas Department of State Health Services and in accordance with the State of Texas statutory methodology) of $768 Million which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. BSWH's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) of $421 Million during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare. 107868837 1 1 0 0 0 0 0 0 0 0 1 1 1 0 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 38 0 1 37 1 1 1 1 CJ 0 0 0 0 0 0 0 0 1 0 X 21 16 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Angie Hutson 2148201075 301 N Washington Avenue Dallas TX 75246 X James Hinton Trustee/CEO 40.00 0.00 X X 3608789 0 861877 Gary Brock EVP Special Advisor 40.00 0.00 X 3217445 0 36483 Peter McCanna President 40.00 0.00 X 2253804 0 462556 John McWhorter EVP Chief Operating Officer 40.00 0.00 X 2103264 0 291772 Robert A Probe MD SVP Chief Surgical Safety Officer 40.00 0.00 X 1264616 0 317573 Penny Cermak Treasurer/EVP Chief Financial Officer 40.00 40.00 X 1119657 133817 226082 John Lacy EVP Chief HR Officer (thru 12/7/19) 40.00 0.00 X 1127467 0 274281 Lavone Arthur EVP Chief Innovation Officer 40.00 0.00 X 1119969 0 260655 Alejandro Arroliga MD EVP Chief Medical Officer 40.00 0.00 X 1195061 0 144557 Laura Irvine EVP Chief IDN Officer (eff 7/8/19) 40.00 0.00 X 1081953 0 240836 Timothy Bittenbinder MD Trustee 3.00 40.00 X 0 953294 130237 Jennifer Brown Secretary/EVP Chief Legal Officer 40.00 0.00 X 902314 0 174187 F David Winter MD Trustee 3.00 40.00 X 0 1015559 36350 Scott Peek SVP Joint Ventures 40.00 40.00 X 295430 548991 181133 William L Rayburn MD Trustee 3.00 40.00 X 0 773003 108576 Kristi Sherrill EVP Chief Policy Com Officer 40.00 0.00 X 735535 0 141222 Fred Savelsbergh Former Officer 0.00 0.00 X 746441 0 0 Jacqueline Middleton-Tischler Interim CHRO (thru 3/27/20) 1.00 40.00 X 0 563327 82494 Francis P Anderson Former Officer 0.00 40.00 X 0 444925 56394 Paul Madeley MD Trustee 3.00 40.00 X 0 453448 37662 Robert Michalski VP Chief Compliance Officer 40.00 0.00 X 380131 0 74741 Richard Grace Chief Mission Ministry Officer 40.00 0.00 X 240129 0 78652 Marisa Finley VP Center Healthcare Policy 40.00 0.00 X 243424 0 52247 Kelly Risinger Director Administration 40.00 0.00 X 208697 0 18351 Linda K Green Admin Asst to Chief IDNO 40.00 0.00 X 116198 0 15720 ER Dick Brooks Trustee 3.00 0.00 X 1431 0 0 Albert Black Jr Trustee 3.00 0.00 X 0 0 0 Ron Carter Trustee 3.00 0.00 X 0 0 0 Robert Garriott Trustee (eff 2/27/20) 3.00 0.00 X 0 0 0 Rafael Garza Trustee (eff 2/27/20) 3.00 0.00 X 0 0 0 Johnita Jones Trustee (eff 2/27/20) 3.00 0.00 X 0 0 0 Judge Ed Kinkeade Trustee 3.00 0.00 X 0 0 0 Charlene Lake Trustee (eff 2/27/20) 3.00 0.00 X 0 0 0 Jack Martin Trustee/Vice Chair 3.00 0.00 X X 0 0 0 Ross McKnight Trustee/Chair 3.00 0.00 X X 0 0 0 Drayton McLane Jr Trustee 3.00 0.00 X 0 0 0 Lyndon L Olson Jr Trustee 3.00 1.00 X 0 0 0 Anita Perry Trustee 3.00 0.00 X 0 0 0 Jim Skogsbergh Trustee 3.00 0.00 X 0 0 0 Jim Turner Trustee 3.00 0.00 X 0 0 0 David Walls Trustee 3.00 0.00 X 0 0 0 21961755 4886364 4304638 21 1 1 0 Norton Rose Fulbright US LLP PO Box 844284 Dallas TX 752844284 Legal Services 1050365 Kaufman Hall and Associates 8610 Solutions Center Chicago IL 60677 Consulting Services 638928 Pricewaterhousecoopers LLP PO Box 952282 Dallas TX 752952282 Consulting Services 441426 Huron Consulting Services LLC 8044 Solutions Center Chicago IL 60677 Consulting Services 289731 GIST Healthcare Inc 2201 Wisconsin Ave NW Suite 200 Washington DC 20007 Professional Fees 250000 13 35332 35332 Corporate Services 561110 43796552 43796552 Affiliate Income 900099 57067 57067 43853619 26764519 19919754 -54483 6899248 48726648 47092703 1633945 1633945 1633945 72287415 63773373 -54483 8533193 19593789 19593789 12275995 12275995 122713 122713 738113 738113 585515 585515 1754000 1754000 6175914 5063647 1112267 3985 3985 250389 250389 5028 5028 3260 3260 166903 166903 1717 1717 17708 17708 81751952 81751952 1780555 1780555 351 351 Loss on Extinguishment 2994788 2994788 Federal Excise Tax 1430743 1430743 Dues & Memberships 414587 414587 Special Functions 211882 211882 49006 49006 130328893 107868837 22460056 0 127718002 609630853 19882483 78878743 134715 138215 3802383 3731384 1814559 70999 2119926225 2398194782 1160600065 791834644 2046443237 2132802110 6714095 8084426 5483233381 6019634772 45629002 40124579 888644721 965823216 1371766736 1733383930 3144957220 3224235808 5450997679 5963567533 X 32235702 56067239 32235702 56067239 5483233381 6019634772 X -58041478 -25052257 106925272 X 0 1 X 1 1 1 X X X 31 Baylor University Medical Center 751837454 3 1 0 0 Scott & White Memorial Hospital 741166904 3 1 0 0 All Saints Health Foundation 751947007 7 1 0 0 Baylor All Saints Medical Center 751008430 3 1 0 0 Baylor Health Care System Foundation 751606705 7 1 0 0 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 751037226 3 1 0 0 Baylor Regional Medical Center at Grapevine 751777119 3 1 0 0 Baylor Medical Center at Irving 752586857 3 1 0 0 Baylor Regional Medical Center at Plano 820551704 3 1 0 0 Baylor Medical Center at Waxahachie 751844139 3 1 0 0 Baylor Medical Centers at Garland and McKinney 751037591 3 1 0 0 Baylor Research Institute 751921898 4 1 0 0 HealthTexas Provider Network 752536818 3 1 0 0 Hillcrest Baptist Medical Center 741161944 3 1 0 0 Irving HealthCare Foundation 751570933 7 1 0 0 Scott & White Clinic 742958277 10 1 0 0 Scott & White Continuing Care Hosp 202850920 3 1 0 0 Scott & White EMS 753242749 10 1 0 0 Scott & White Healthcare Foundation 273513154 7 1 0 0 Scott & White Foundation - Brenham 742460815 7 1 0 0 Scott & White Hospital - College Station 274434451 3 1 0 0 Scott & White Hospital - Llano 273026151 3 1 0 0 Scott & White Hospital - Marble Falls 464007700 3 1 0 0 Scott & White Hospital - Round Rock 203749695 3 1 0 0 Scott & White Hospital - Taylor 741595711 3 1 0 0 Scott & White Hospital - Brehnam 742519752 3 1 0 0 Baylor Medical Center at Carrollton 454510252 3 0 0 0 Baylor Scott & White Medical Centers-Capitol Area 813040663 3 0 0 0 Century Integrated Partners Inc 810872075 3 0 0 0 Baylor Scott & White Medical Center-Centennial 824052186 3 0 0 0 Lake Pointe Operating Company LLC 260194016 3 0 0 0 31 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Part I, Line 12g(vi) In addition to the monetary support listed on Part I, Line 12g(v), the organization provides financial, human resources, legal, information technology, management, advisory and other services to the supported organizations listed in Part I, Line 12g(i). Part IV, Section A, Question 1 All of the supported organizations are listed by name in the organization's governing documents except for Baylor Medical Center at Carrollton, Baylor Scott & White Medical Centers-Capitol Area, Century Integrated Partners, Inc., Baylor Scott & White Medical Center-Centennial and Lake Pointe Operating Company, LLC. The organization's certificate of formation provides for the addition of future affiliated hospitals and healthcare delivery organizations that are owned and/or controlled by the organization and that are publicly supported organizations under Code Section 509(a)(1) or Code Section 509(a)(2). Part IV, Section C, Question 1 The organization is supervised or controlled in connection with the supported organizations named and/or designated by class in the organization's certificate of formation. The organization serves as the parent corporation of the Baylor Scott & White Health integrated health care delivery system in which the officers of the organization will have ultimate managerial responsibility over all of the affiliates that comprise the system. The organization's Board of Trustees will exercise ultimate supervisory authority and governance over the entire system. The organization has been delegated the authority, duty and responsibility for the affairs of the affiliates, including among others, the power to exercise the reserved powers over the affiliates of the system. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1812607 968344 844263 1931566 2763040 -831474 58210 58210 70999 719251976 F Other Long Term Investment 72582668 F 791834644 Investment-BSW Health 360000000 C Investment-Baylor Health Care System 672775585 C Investment-Scott & White Healthcare 325739389 C Investment-NTX Health Care Laundry 6174522 C Investment-Scott and White Health Plan 304729026 C Loan to S&W Hospital Round Rock 5263674 C Loan to S&W Hospital College Station 178471009 C Loan to S&W Continuing Care Hospital 15539392 C Loan to Hillcrest Baptist Medical Center 22811350 C Loan to Baylor S&W Medical Centers Capitol Area 166120146 C Loan to Scott & White Clinic 75178017 C 2132802110 SWAP agreement 94814015 CAA Liabilities 4228268 Due to Affiliates (cash pool) 3125193525 3224235808 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, 2020 and 2019, the System had no material gross unrecognized tax benefits. Central America and the Caribbean 0 0 Investments 403741688 Europe 0 0 Investments 19989417 Central America and the Caribbean 0 0 Program Services Medical Education 2463 North America 0 0 Program Services Medical Education 1697 0 0 0 0 0 0 423735265 0 423735265 1 0 1 1 1 0 Part I, line 3: Accrual Basis Part III Accounting Method: X X X X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 James Hinton Trustee/CEO 1569452 0 1990110 0 49227 0 824578 0 37299 0 4470666 0 0 0 Gary Brock EVP Special Advisor 951030 0 1558759 0 707656 0 14000 0 22483 0 3253928 0 694210 0 Peter McCanna President 1151710 0 1082612 0 19482 0 426757 0 35799 0 2716360 0 0 0 John McWhorter EVP Chief Operating Officer 931741 0 984367 0 187156 0 255973 0 35799 0 2395036 0 244302 0 Robert A Probe MD SVP Chief Surgical Safety Officer 647624 0 596367 0 20625 0 284261 0 33312 0 1582189 0 109222 0 Penny Cermak Treasurer/EVP Chief Financial Office 499035 129431 530509 0 90113 4386 147117 47149 22105 9711 1288879 190677 60698 0 John Lacy EVP Chief HR Officer (thru 12/7/19) 538920 0 573121 0 15426 0 245871 0 28410 0 1401748 0 114319 0 Lavone Arthur EVP Chief Innovation Officer 548262 0 549661 0 22046 0 233180 0 27475 0 1380624 0 106612 0 Alejandro Arroliga MD EVP Chief Medical Officer 710510 0 446800 0 37751 0 115011 0 29546 0 1339618 0 0 0 Laura Irvine EVP Chief IDN Officer (eff 7/8/19) 604462 0 468500 0 8991 0 222732 0 18104 0 1322789 0 0 0 Timothy Bittenbinder MD Trustee 0 664401 0 277145 0 11748 0 106355 0 23882 0 1083531 0 0 Jennifer Brown Secretary/EVP Chief Legal Officer 535796 0 349490 0 17028 0 149329 0 24858 0 1076501 0 0 0 F David Winter MD Trustee 0 912431 0 0 0 103128 0 14000 0 22350 0 1051909 0 0 Scott Peek SVP Joint Ventures 81093 389000 211803 149476 2534 10515 30941 122439 4424 23329 330795 694759 37196 31178 William L Rayburn MD Trustee 0 532129 0 228080 0 12794 0 85539 0 23037 0 881579 0 0 Kristi Sherrill EVP Chief Policy Com Officer 427333 0 289710 0 18492 0 136484 0 4738 0 876757 0 0 0 Fred Savelsbergh Former Officer 0 0 0 0 746441 0 0 0 0 0 746441 0 699205 0 Jacqueline Middleton-Tischler Interim CHRO (thru 3/27/20) 0 375635 0 174457 0 13235 0 60822 0 21672 0 645821 0 0 Francis P Anderson Former Officer 0 132465 0 0 0 312460 0 46971 0 9423 0 501319 0 0 Paul Madeley MD Trustee 0 407763 0 0 0 45685 0 14000 0 23662 0 491110 0 0 Robert Michalski VP Chief Compliance Officer 277396 0 100392 0 2343 0 44466 0 30275 0 454872 0 0 0 Richard Grace Chief Mission Ministry Officer 165137 0 70693 0 4299 0 26353 0 52299 0 318781 0 0 0 Marisa Finley VP Center Healthcare Policy 177214 0 65584 0 626 0 28947 0 23300 0 295671 0 0 0 Kelly Risinger Director Administration 161126 0 47432 0 139 0 8264 0 10087 0 227048 0 0 0 Part I, Line 1a Travel for companions-The organization reimburses eligible employees and board members certain reasonable travel expenses associated with spousal travel where the spouse's presence is important to the event. These events may include, for example, board meetings, business meetings, and award ceremonies approved by the BSW Holdings' CEO, COO or CFO. All spousal travel reimbursements are treated as taxable compensation. Ten of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. 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. Fourteen 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 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. Thirteen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Housing allowance or residence for personal use-The organization provides a parsonage allowance to full-time ordained ministers who perform services in the exercise of the ministry. All parsonage allowances provided to any minister is treated as non-taxable compensation in accordance with IRC Section 107. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit 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 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 BSW 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 BSW Holdings Board of Trustees and the Compensation Committee works directly with an 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 other officers and key employees to ensure total compensation is within a fair market range. The annual review included management reviewing all officers and key employees listed on the Form 990 during the current tax year. Any individual whose direct compensation exceeded the projected compensation from prior year, any new individual whose position has not been reviewed by the Compensation Committee during the prior 2 years, or any individual whose responsibilities or scope of operations expanded during the current year were reviewed by the Compensation Committee during the current tax year. The Compensation Committee is made up of members of the BSW Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(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 expert(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, Lines 4a-b Severance or Change of Control Payments: Francis P. Anderson received a severance payment from a related organizaton in the amount of $306,652. Fred Savelsbergh received a severance payment in the amount of $45,833. Supplemental Nonqualified Retirement Plan: In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Alejandro Arroliga, M.D., F. David Winter, M.D. ($92,925), Francis P. Anderson, Fred Savelsbergh ($699,205), Gary Brock ($679,097), Jacqueline Middleton-Tischler, James Hinton, Jennifer Brown, John Lacy, John McWhorter ($162,746), Kristi Sherrill, Laura Irvine, Lavone Arthur, Marisa Finley, Paul Madeley, M.D. ($37,388), Penny Cermak, Peter McCanna, Richard Grace, Robert A. Probe, M.D., Robert Michalski, Scott Peek, Timothy Bittenbinder, M.D. and William L. Rayburn, M.D. Part I, Line 7 The organization has adopted and implemented an Annual Incentive Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BSW Holdings' governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data. Form 990, Schedule J, Part III Supplemental Information: Governing Body Compensation The members of the governing body serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. Some, but not all, members may have received modest benefits incident to their service on the board and/or multiple board committees or received compensation as an employee of a related organization. These benefits may include reimbursement for certain reasonable expenses paid on behalf of the member's spouse while accompanying the member on business travel on behalf of the related organization. All such benefits are treated as taxable compensation to the extent required by law and are reported in the Form 990 where applicable. A Tarrant County Cultural Education Facilities Finance Corporation 043833551 NoneAvail 2015-05-15 176960000 Refunding Issues of 8/2008, 2/2009, and 6/2010 0 0 0 B Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QPP8 2016-04-19 424888395 Refunding of Series 2010 and Construction/Renovation of Hospital Facilities 0 0 0 C Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QPS2 2019-12-17 418210000 Refunding Issues of 3/2013, 12/2015 and 9/2017 0 0 0 A 18470000 176960000 176960000 2015 0 1 1 1 B 18035000 426050531 1790486 107167124 317092920 2019 0 1 1 1 C 418210000 418210000 2019 1 0 1 1 A 0 1 1 1 0 0.00640 0.00640 0 0 1 B 0 0 1 1 0 0 0 1 C 0 0 1 1 0 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 1 0 0 0 0 0 0 1 C 0 0 1 0 1 0 0 0 1 A 1 B 1 C 1 Part II, Line 3, Column B: Total Proceeds of Issue: The difference between Part I, Line B, Column (e) and Part II, Line 3 is due to investment earnings of $1,162,136. Form 990, Part VI, Section A, line 2 Business Relationship: Rafael Garza and Ross McKnight 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 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 BSW 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 BSW Holdings Board of Trustees and the Compensation Committee works directly with an 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 other officers and key employees to ensure total compensation is within a fair market range. The annual review included management reviewing all officers and key employees listed on the Form 990 during the current tax year. Any individual whose direct compensation exceeded the projected compensation from prior year, any new individual whose position has not been reviewed by the Compensation Committee during the prior 2 years, or any individual whose responsibilities or scope of operations expanded during the current year were reviewed by the Compensation Committee during the current tax year. The Compensation Committee is made up of members of the BSW Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(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 expert(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 VII, Hours Devoted to Related Organizations: During the year, employees may transfer to or from a related organization. In those cases, 40 hours per week is reflected at both the reporting organization and related organizations to reflect the average of hours they devoted to each respective organization before and after the transfer. Form 990, Part XI, line 9: Distribution to/from Tax Exempt Affiliate 90,729,000. Self Insurance Liability Reserve -3,728. Reversed Prior Year Expense Accrual 16,200,000. Supplemental Information, Section 6038 Statement: Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and the constructive ownership rules of IRC Sections 958(a) and (b), the taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, with respect to certain controlled foreign corporations (CFCs) including Baylor Scott & White Assurance SPC. These filing requirements are or will be satisfied through the filing of Form 5471 for this CFC by the U.S. taxpayer identified below who has the same filing requirement. Taxpayer Name: Baylor University Medical Center Taxpayer Address: 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 BSWMG LLC 301 N Washington Avenue Dallas TX 75246 Governing body of wholly owned physician practices (no operations) TX 0 0 Baylor Scott & White Holdings 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 Health Services 301 N Washington Avenue Dallas TX 75246 751917311 Inactive TX 501(c)(3) Line 3 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 Hospital 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 University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 HealthTexas Provider Network 301 N Washington Avenue Dallas TX 75246 752536818 Physician Services 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 75246 742460815 Fundraising TX 501(c)(3) Line 7 Scott & White Hospital-Brenham 1 Scott and White Health Plan 301 N Washington Avenue Dallas TX 75246 742052197 HMO TX 501(c)(4) Baylor Scott & White Holdings 1 Scott & White Healthcare 301 N Washington Avenue Dallas TX 75246 264532547 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Scott & White Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 273513154 Fundraising TX 501(c)(3) Line 7 Scott & White Healthcare 1 Scott & White Hospital-Brenham 301 N Washington Avenue Dallas TX 75246 742519752 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-College Station 301 N Washington Avenue Dallas TX 75246 274434451 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Llano 301 N Washington Avenue Dallas TX 75246 273026151 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-Marble Falls 301 N Washington Avenue Dallas TX 75246 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 Baylor Affiliated Services LLC 301 N Washington Avenue Dallas TX 75246 260614730 Benefit Plans TX N/A Baylor Heart and Vascular Center LLP 301 N Washington Avenue Dallas TX 75246 752834135 Specialty Hospital TX N/A Baylor Surgicare at Ennis LLC 14201 Dallas Parkway Dallas TX 75254 274202856 Ambulatory Surgery Center TX N/A Baylor Surgicare at Granbury LLC 14201 Dallas Parkway Dallas TX 75254 263896477 Ambulatory Surgery Center TX N/A Baylor Surgicare at Mansfield LLC 14201 Dallas Parkway Dallas TX 75254 271835675 Ambulatory Surgery Center TX N/A Baylor Surgicare at Plano Parkway LLC 14201 Dallas Parkway Dallas TX 75254 274282604 Ambulatory Surgery Center TX N/A Baylor Surgicare at Plano LLC 14201 Dallas Parkway Dallas TX 75254 260308454 Ambulatory Surgery Center TX N/A Bellaire Outpatient Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562297308 Ambulatory Surgery Center TX N/A BIR JV LLP 4714 Gettysburg Rd Mechanicsburg PA 17055 274586141 Rehabilitation Hospitals TX N/A BTDI JV LLP 1431 Perrone Way Franklin TN 37069 462908086 Outpatient Imaging Centers TX N/A Dallas Surgical Partners LLC 14201 Dallas Parkway Dallas TX 75254 722183815 Ambulatory Surgery Center TX N/A Denton Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752708579 Ambulatory Surgery Center TX N/A Desoto Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752592508 Ambulatory Surgery Center TX N/A EBD JV LLP 8686 New Trails Dr Suite 100 The Woodlands TX 77381 455434614 Free Standing Emergency Hospitals TX N/A Frisco Medical Center LLP 14201 Dallas Parkway Dallas TX 75254 752865177 Hospital TX N/A Ft Worth Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752658178 Hospital TX N/A Garland Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752764855 Ambulatory Surgery Center TX N/A Grapevine Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752854711 Ambulatory Surgery Center TX N/A HealthTexas Provider Network-Gastro Serv LLP 301 N Washington Avenue Dallas TX 75246 731697736 Ambulatory Surgery Center TX N/A Heritage Park Surgical Hospital LLC 14201 Dallas Parkway Dallas TX 75254 611762781 Hospital TX N/A Irving Coppell Surgical Hospital LLP 14201 Dallas Parkway Dallas TX 75254 542086863 Hospital TX N/A Lewisville Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752862263 Ambulatory Surgery Center TX N/A Lone Star Endoscopy Center LLC 14201 Dallas Parkway Dallas TX 75254 273635726 Ambulatory Surgery Center TX N/A MEDCO Construction LLC 301 N Washington Avenue Dallas TX 75246 205965871 Construction TX N/A Metrocrest Surgery Center LP 14201 Dallas Parkway Dallas TX 75254 030380493 Ambulatory Surgery Center TX N/A Metroplex Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752567179 Ambulatory Surgery Center TX N/A MSH Partners LLC 14201 Dallas Parkway Dallas TX 75254 752829613 Hospital TX N/A North Central Surgical Center LLP 14201 Dallas Parkway Dallas TX 75254 201508140 Hospital TX N/A North Garland Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562399993 Ambulatory Surgery Center TX N/A Park Cities Surgery Center LLC 14201 Dallas Parkway Dallas TX 75254 562357079 Ambulatory Surgery Center TX N/A Physicians Surgical Center of Ft Worth LLP 14201 Dallas Parkway Dallas TX 75254 208303422 Ambulatory Surgery Center TX N/A Rockwall Ambulatory Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 205506447 Ambulatory Surgery Center TX N/A Specialty Surgery Center of Fort Worth LP 14201 Dallas Parkway Dallas TX 75254 201942281 Inactive TX N/A Surgery Center of Richardson Phys Pship LP 14201 Dallas Parkway Dallas TX 75254 200606781 Inactive TX N/A Texas Endoscopy Centers LLC 14201 Dallas Parkway Dallas TX 75254 470985876 Ambulatory Surgery Center TX N/A Texas Health Ventures Group LLC 14201 Dallas Parkway Dallas TX 75254 752696845 Holds interests in ASCs/ Short Stay Hospitals TX N/A Texas Heart Hospital of the Southwest LLP 301 N Washington Avenue Dallas TX 75246 412101361 Specialty Hospital TX N/A THVG Bariatric LLC 14201 Dallas Parkway Dallas TX 75254 383894636 Holds interests in Ambulatory Surgery Centers TX N/A Trophy Club Medical Center LP 14201 Dallas Parkway Dallas TX 75254 481260190 Hospital TX N/A Tuscan Surgery Center at Las Colinas LLC 14201 Dallas Parkway Dallas TX 75254 273578014 Ambulatory Surgery Center TX N/A University Surgical Partners of Dallas LLP 14201 Dallas Parkway Dallas TX 75254 550823809 Ambulatory Surgery Center TX N/A Baylor Surgicare at North Dallas LLC 14201 Dallas Parkway Dallas TX 75254 752900902 Ambulatory Surgery Center TX N/A BT East Dallas JV LLP 301 N Washington Avenue Dallas TX 75246 475119983 Former Hospital/Wind Down TX N/A BT Garland JV LLP 301 N Washington Avenue Dallas TX 75246 475009342 Former Hospital/Wind Down TX N/A Blue Stone JV LLP 1431 Perrone Way Franklin TN 37069 474798129 Outpatient Imaging Centers TX N/A Baylor Surgicare at Baylor Plano LLC 14201 Dallas Parkway Dallas TX 75254 813127185 Ambulatory Surgery Center TX N/A Blue Stone Frisco JV LLP 1431 Perrone Way Franklin TN 37069 812480586 Outpatient Imaging Centers TX N/A Centennial ASC LLC 14201 Dallas Parkway Dallas TX 75254 352199232 Ambulatory Surgery Center TX N/A Texas Regional Medical Center LLC 14201 Dallas Parkway Dallas TX 75254 510570864 Hospital TX N/A Texas Spine and Joint Hospital LLC 14201 Dallas Parkway Dallas TX 75254 752951355 Hospital TX N/A Baylor Surgicare at Blue Star LLC 14201 Dallas Parkway Dallas TX 75254 814638201 Ambulatory Surgery Center TX N/A Baylor All Saints Med Ctr at Ft Worth Condo Owners Assoc Inc 301 N Washington Avenue Dallas TX 75246 261661900 Condo Association TX N/A C 1 Baylor Health Enterprises LP 301 N Washington Avenue Dallas TX 75246 751997378 Fitness Center/Pharmacy TX N/A C 1 Baylor Health Network Inc 301 N Washington Avenue Dallas TX 75246 752463251 Health Care Consulting Services TX N/A C 1 Baylor Med Ctr at Grapevine Condo Owners Association Inc 301 N Washington Avenue Dallas TX 75246 752747555 Condo Association TX N/A C 1 Baylor Quality Health Care Alliance LLC 301 N Washington Avenue Dallas TX 75246 454015863 ACO TX N/A C 1 Baylor Scott & White Assurance SPC 23 Lime Tree Bay Grand Cayman CJ 980589956 Investment CJ N/A C 1 BMP Incorporated 301 N Washington Avenue Dallas TX 75246 751436779 Post Office TX N/A C 1 BUMCRoberts Condominium Owners Association Inc 301 N Washington Avenue Dallas TX 75246 752897806 Condo Association TX N/A C 1 Charitable Lead Trusts (3) Investment TX N/A T 0 Charitable Remainder Trusts (51) Investment TX N/A T 0 Hillcrest Health Holdings Inc 301 N Washington Avenue Waco TX 75246 742793367 Inactive TX N/A C 1 Insurance Company of Scott & White 301 N Washington Avenue Temple TX 75246 743092083 Insurance TX N/A C 1 SHA LLC 301 N Washington Avenue Austin TX 75246 752569094 HMO TX N/A C 1 Southwest Life & Health Insurance Company 301 N Washington Avenue Austin TX 75246 751085046 Insurance TX N/A C 1 APN 14201 Dallas Parkway Dallas TX 75254 320416211 Inactive TX N/A C 1 Spine & Joint Physician Associates 14201 Dallas Parkway Dallas TX 75254 473135825 Inactive TX N/A C 1 1 1 1 1 0 0 0 0 0 0 0 0 1 0 0 1 0 1 0 Scott & White Hospital Round Rock A 911497 GAAP Baylor Scott & White Medical Centers-Capitol Area A 6676986 GAAP Century Integrated Partners Inc A 804285 GAAP Hillcrest Baptist Medical Center A 952204 GAAP Scott & White Clinic A 2475849 GAAP Scott & White Continuing Care Hospital A 648689 GAAP Scott & White Hospital-College Station A 7450243 GAAP Scott & White Healthcare B 94395000 GAAP Baylor Health Care System B 38120000 GAAP Baylor Scott & White Health B 150000000 GAAP Baylor Health Care System C 23378000 GAAP Baylor University Medical Center C 135000000 GAAP Scott & White Healthcare C 23378000 GAAP Scott & White Memorial Hospital C 135000000 GAAP Baylor Scott & WHite Medical Centers-Capitol Area D 35480377 GAAP Scott & White Clinic D 32750224 GAAP Baylor Scott & White Health L 43796552 GAAP Baylor Scott & White Health M 7162582 GAAP