2021-05-14T14:44:56-05:00 2020-06-30 990 2019-07-01 751921898 Baylor Research Institute BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Amy Martin VP CFO 2148204135 2021-05-13 2019 2022-09-23 18:48:47Z Baylor Scott & White Research Institute Michael Mack 3434 Live Oak Dallas TX 75204 71581675 0 X www.bswhealth.com X 1982 TX Faith based medical research organization bringing innovative treatment to patients through basic science, clinical trials, and health care effectiveness and quality of care research. 3 0 623 0 5607 0 44547066 35615550 23281627 29000317 -4499617 91345 6002187 6625811 69331263 71333023 0 0 0 0 35743966 35916599 0 0 0 33486481 30208249 69230447 66124848 100816 5208175 165250659 139937615 15188474 9685596 150062185 130252019 X To improve the care and well being of our community, nationally and internationally, through innovative clinically relevant research that is consistent with the mission, vision and values of Baylor Scott & White Health. 0 0 56886404 0 29264856 See Schedule OEstablished in 1984, Baylor Scott & White Research Institute (BSWRI) is responsible for the oversight and management of all observational and clinical research conducted throughout the Baylor Scott & White Health (BSWH) system. BSWRI expanded its operations in 2013 as part of the merger between Dallas-based Baylor Health Care System and Temple-based Scott & White Healthcare, which created BSWH the largest nonprofit health system in Texas. 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. BSWRI brings innovation to the forefront of medicine. From discovering new therapies that enhance available treatment options, to studying population health and other trends that improve quality of care. We pursue research focused on bringing patients greater value and addressing the health needs of the communities we serve. We are dedicated to advancing healthcare and ultimately, patient care, through the study and discovery of new preventive therapies and treatments for a broad spectrum of diseases and other chronic conditions. This means our efforts extend beyond microscopic studies; they bring innovation to the patient's bedside. We focus on understanding the base of a disease or condition, in order to then identify potential treatments or preventive therapies, and enroll patients in research trials to further test and/or validate each theory.BSWRI is home to a network of 1,100 Research Investigators and dedicated research staff operating within two administrative offices (Dallas and Temple), four clinical trials offices (Dallas, Fort Worth, Plano and Temple) and directly within various BSWRI centers, hospitals and clinics. Research staff include principal investigators, contracts and finance specialists, compliance and regulatory specialists, research coordinators, nurses, managers and directors, data analysts and lab assistants, among others. The group oversees research activities supporting nearly 2,000 trials in more than 50 specialty areas annually, including infectious disease, cardiology and vascular, gastroenterology, neurology, oncology and radiation, orthopedics, pathology, radiology, transplant and surgery. Research conducted by and supported by our organization is regularly published in major scientific journals and reported at medical and scientific meetings. This work has also resulted in more than 700 issued and pending patents and trademark registrations spanning immunotherapy, genomics, biomarkers, metabolomics, metabolics, cardiovascular disease and medical devices. The following is a brief snapshot of select clinical, translational and applied health research programs and activities led through BSWRI:Cardiovascular research: BSWRI holds a robust cardiovascular portfolio with study enrollment activities spanning nine BSWH sites, including our flagship cardiovascular programs at Baylor Scott & White The Heart Hospital - Plano, Baylor Scott & White Heart & Vascular Hospital - Dallas, Soltero Cardiovascular Research Center and Baylor Scott & White Medical Center - Temple. BSWRI is accredited by the Association for the Accreditation of Human Research Protection Programs, which is a voluntary, peer-driven and educationally-based model of accreditation. Each year, we enroll and monitor hundreds of patients as part of major clinical trials examining therapeutic and surgical approaches and outcomes, new medications and new devices. Our cardiovascular research portfolio supports trials spanning: Atrial Fibrillation, Vascular/TAA conditions, Heart Failure Transplant, Heart Rhythm Disorders, Hypercholesterolemia, Aortic Valve Disorders, Cardiorenal Syndrome, Electrophysiology, Coronary Artery Disease, & Mitral Valve Disorders.Oncology research: For nearly 40 years, we have been at the forefront of cancer care and research providing personalized, comprehensive and compassionate care for patients with all types of cancers. BSWH supports a sizeable cancer patient volume and stands out among other programs in the country for its clinical care and its clinical research, which takes places at locations including the Round Rock Cancer Center, Baylor Scott & White Medical Center - Temple, and Baylor Scott & White Charles A. Sammons Cancer Centers. BSWRI conducts clinical trials aimed at advanced screenings, prevention, diagnostic, and treatment options to ensure our efforts align with advancing the best-in-class services offered at BSWH. We run multiple trials across BSWH, including cutting-edge first-in-human CAR-T cell, dendritic vaccine, and Phase I, II and III combination-checkpoint inhibitor studies. Additionally, we have thousands of patients receiving the PD-1/PD-L1 inhibitors nivolumab, pembrolizumab, atezolizumab and durvalumab, and the CTLA-4 inhibitor ipilimumab for a broad number of malignancies. Applied health research: The Center for Applied Health Research (CAHR) supports investigator-initiated research to generate applied health knowledge across our healthcare system. CAHR is a collaborative, multidisciplinary research center within BSWRI. CAHR brings together clinicians, educators and researchers with expertise in areas such as health services research, administrative data extraction and reduction, derivation of care and outcome measures from archival medical records, community-based health research, statistical analysis, research mentoring, patient-centered safety, patient activation research and academic development of clinicians. Current CAHR programs include: 1) development and testing of innovative care models within health care and community settings, 2) impact of care delivery on the health and well-being of individuals and families, and 3) the larger impact of health programs on population health CAHR's target populations include older adults, persons living with dementia and their caregivers, individuals with multiple chronic conditions, vulnerable populations and veterans. Our diverse research programs demonstrate collaborative efforts with various organizations, including the Department of Veterans Affairs, Texas A&M Health Science Center, national foundations and numerous health-oriented community-based organizations across Texas. Trauma and behavioral health research: BSWRI supports trauma and behavioral health research across multiple sites. One example of this work is found in the Warriors Research Institute (WRI). WRI's mission is to improve the quality of care available to military veterans and emergency responders via a program of scientific inquiry. Through BSWRI, WRI develops and disseminates new treatments for those suffering the sequelae of toxic or traumatic work events. In addition to providing and evaluating state-of-the-art experimental treatments, we train future generations of treatment providers in evolving evidence-based care. Additionally, WRI staff have been involved in over 100 presentations nationally and internationally. Transplant research: Our research efforts around transplantation take place at multiple sites including Baylor University Medical Center and Baylor Scott & White Medical Center - Temple. This research continues to hit major milestones and research firsts. BSWH's transplant program has completed 20 uterine transplants resulting in 13 healthy live births in the United States. BSWRI also has multiple trials underway studying transplant procedures and post-op care, as well as addressing transplant waitlists and organ shortages. These include an investigator-initiated study around HCV heart transplants and a similar study on the use of HCV liver transplants. Additionally, teams at BSWRI are studying therapeutic treatment options for patients currently on waitlists who experience overt hepatic encephalopathy and other common conditions resulting from the need for transplant.COVID Research: In response to the COVID-19 pandemic, BSWRI conducted laboratory, data collection, and clinical research studies to investigate transmission prevention, diagnosis, and treatment options for mild, moderate and severe COVID cases. BSWRI committed resources in the fight against COVID-19. A COVID Core group was created to rapidly open COVID clinical trials and further support such research. 22 studies were conducted across 6 different BSWH facilities of North and Central Texas. 5 were investigator initiated. Over 2,600 patients have been enrolled. 56886404 1 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 1 0 0 0 0 0 0 1 1 1 0 0 1 265 0 1 623 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 3 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 Steven Newton Trustee 1.00 40.00 X 0 1292126 302447 Alejandro Arroliga MD Trustee 1.00 40.00 X 0 1195061 144557 Michael J Mack MD Trustee/Chair 1.00 40.00 X X 0 1010708 18295 Michael Ramsay MD President/CEO 10.00 30.00 X 0 611119 36388 Jaime Walkowiak Secretary/SVP Chief Research Exec 40.00 0.00 X 487836 0 69192 Amy Martin VP CFO (eff 10/22/19) 1.00 40.00 X 0 320280 38657 Gerard Zurawski Director Inst. Immunology 40.00 0.00 X 316745 0 16686 Paul Grayburn MD Medical Director 29.00 4.00 X 222600 76692 0 Elizabeth Cothran VP Chief Regulatory Office 40.00 0.00 X 251050 0 47889 Alan Stevens Dir Comm & Applied Health 40.00 0.00 X 267673 0 24047 Jennifer Thomas VP Research Operations 40.00 0.00 X 248140 0 39508 Renee Day VP CFO (thru 7/22/19) 40.00 0.00 X 221043 0 49133 Ajay Goel Director Research 40.00 0.00 X 259063 0 8560 2274150 4505986 795359 47 0 1 0 Baylor University Medical Center 301 N Washington Ave Dallas TX 75246 Clinical Services 2001295 HealthTexas Provider Network 301 N Washington Ave Dallas TX 75246 Clinical/Administrative Svcs 1921260 Translational Genomics 445 N Fifth St Ste 600 Phoenix AZ 85004 Research Services 1775848 Pacificgmp 8810 Recho Rd Suite E San Diego CA 92121 Research Services 1511829 MEDCO Construction LLC 301 N Washington Ave Dallas TX 75246 Construction Services 965878 29 26108358 9507192 35615550 Medical Research 541715 27875030 27875030 Patient Care Testing 541715 791501 791501 Rent 531120 328179 328179 Consulting 541610 5607 5607 29000317 139997 139997 6361014 6361014 200000 248652 -48652 -48652 -48652 Timing Diff (rev proc) 900099 264539 264539 Cafeteria/Vending 722514 258 258 264797 71333023 29259249 5607 6452617 X 1010096 1010096 87702 87702 29142303 26456859 2685444 942623 855615 87008 2758147 2408398 349749 1975728 1799026 176702 10035 10035 3133 3133 17941268 13597763 4343505 59254 33835 25419 290220 247392 42828 2810419 2802403 8016 2844157 2746821 97336 344036 252859 91177 303420 93070 210350 2874356 2874356 8852 8852 Medical Supplies 1504002 1504002 Patent Reserve 547205 547205 Non-Medical Supplies 434172 418893 15279 Federal Income Tax -19401 -19401 253121 179606 73515 66124848 56886404 9238444 0 2751550 5376533 5054225 2804091 7861117 8344343 45954296 35860512 11415090 10093784 6714607 6926593 3173060 2869517 128281010 103522754 165250659 139937615 6812588 2424055 8375886 7049410 212131 15188474 9685596 X 21781175 26935841 128281010 103316178 150062185 130252019 165250659 139937615 X 5208175 68168 -25086509 X 0 1 X 1 1 1 X Baylor University Medical Center Dallas TX Scott & White Memorial Hospital Temple TX RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 0 0 1 826 1 3133 0 0 3959 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. 84133579 1956 421030 4627415 79929150 75299270 9735017 2243008 3143716 84133579 65474234 7016492 5864946 3065489 75299270 64222418 6725 4153002 2907911 65474234 65602903 6967 2231678 3619130 64222418 0.00000 0.67720 0.32280 0 1 1 19333758 14044136 5289622 25182400 21816376 3366024 1438138 1438138 10093784 Interest in Net Assets of Related Foundations 103316178 Operating Lease Assets 206576 103522754 X Part V, Line 4: The Baylor Scott & White Dallas Foundation and Baylor Scott & White - Central Texas Foundation endowments provide support for the activities and purposes of BSW Holdings and its affiliated entities (collectively, "BSWH"). They enable BSWH to advance its medical objective and mission, including sponsorship of patient care, research, and educational and training programs. 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. Europe 0 0 Program Services Medical Research 37554 North America 0 0 Program Services Medical Research 130225 0 0 0 0 0 0 167779 0 167779 0 0 0 0 0 0 Part I, line 3: Accrual Basis Part III Accounting Method: X X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 Steven Newton Trustee 0 674024 0 599250 0 18852 0 272901 0 29546 0 1594573 0 149348 Alejandro Arroliga MD Trustee 0 710510 0 446800 0 37751 0 115011 0 29546 0 1339618 0 0 Michael J Mack MD Trustee/Chair 0 998984 0 0 0 11724 0 14000 0 4295 0 1029003 0 0 Michael Ramsay MD President/CEO 0 539674 0 0 0 71445 0 14000 0 22388 0 647507 0 0 Jaime Walkowiak Secretary/SVP Chief Research Exec 322615 0 163706 0 1515 0 51929 0 17263 0 557028 0 0 0 Amy Martin VP CFO (eff 10/22/19) 0 234070 0 83938 0 2272 0 35316 0 3341 0 358937 0 0 Gerard Zurawski Director Inst. Immunology 314308 0 0 0 2437 0 14000 0 2686 0 333431 0 0 0 Paul Grayburn MD Medical Director 222600 76692 0 0 0 0 0 0 0 0 222600 76692 0 0 Elizabeth Cothran VP Chief Regulatory Office 179012 0 70404 0 1634 0 28488 0 19401 0 298939 0 0 0 Alan Stevens Dir Comm & Applied Health 267041 0 0 0 632 0 13572 0 10475 0 291720 0 0 0 Jennifer Thomas VP Research Operations 177047 0 70272 0 821 0 23063 0 16445 0 287648 0 0 0 Renee Day VP CFO (thru 7/22/19) 134342 0 85580 0 1121 0 30293 0 18840 0 270176 0 0 0 Ajay Goel Director Research 125673 0 92952 0 40438 0 8291 0 269 0 267623 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. Four 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. One person 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. Two 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 BSW 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 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, on behalf of the organization through reserved powers held by BSW Holdings, 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, 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: Alejandro Arroliga, M.D., Elizabeth Cothran, Jaime Walkowiak, Jennifer Thomas, Michael Ramsay, M.D. ($54,141), Renee Day, Amy Martin and Steven Newton. 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 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. Michelle Hopkins Family member of Renee Day, Officer 87702 Employee Compensation 0 Part I, Lines 3 & 4, & Part VI, Lines 1a and 1b: Number of Independent Board Members: The members of the organization's governing body are employees of the organization or of 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, Baylor Scott & White Holdings, as the organization's ultimate parent, appoints the members of the organization's governing body to fulfill the mission and charitable purpose of the organization. BSW Holdings' 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 BSW Holdings and its affiliated tax exempt entities to ensure it is meeting its charitable purpose. Form 990, Part VI, Section A, line 4 The organization amended is bylaws effective June 21, 2019 to modify certain qualifications of the governing body. This included removing the requirement that at least one individual of the governing body is not employed directly or indirectly by the organization's Member or an affiliate. Also, certain duties and responsibilities of the governing body were amended. Those duties and responsibilities retained by the governing body include selecting and terminating the organization's chief executive officer, adopting and revising the organization's strategic plan in accordance with the Member's plan, approving annual operating and capital budgets in accordance with the Member's plan, appointing members to the organization's institutional review board for human protection, and advising on the strategic direction and identifying strategic opportunities of the organization and other issues raised by the organization's chief executive officer. All other authority, duties and responsibilities are reserved to the organization's Member as referenced in Part VI, Section A, Line 7b. 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 BSW 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 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, on behalf of the organization through reserved powers held by BSW Holdings, 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 IX, line 11g Other fees: Program service expenses 19,821. Management and general expenses 0. Fundraising expenses 0. Total expenses 19,821. Contract Labor: Program service expenses 1,153,029. Management and general expenses 77,919. Fundraising expenses 0. Total expenses 1,230,948. Other Purchased Services: Program service expenses 5,027,307. Management and general expenses 698,644. Fundraising expenses 0. Total expenses 5,725,951. Repairs & Maintenance: Program service expenses 193,192. Management and general expenses 779. Fundraising expenses 0. Total expenses 193,971. Professional Fees: Program service expenses 4,574,829. Management and general expenses 1,621,676. Fundraising expenses 0. Total expenses 6,196,505. Lab Fees: Program service expenses 163,194. Management and general expenses 0. Fundraising expenses 0. Total expenses 163,194. Patient Care: Program service expenses 2,466,391. Management and general expenses 14,231. Fundraising expenses 0. Total expenses 2,480,622. Corporate Overhead: Program service expenses 0. Management and general expenses 1,930,256. Fundraising expenses 0. Total expenses 1,930,256. Form 990, Part XI, line 9: Changes in Net Assets of Related Foundations -24,964,832. Self Insurance Liability Reserve -118,437. Cumulative Effect Change in Accounting Principle -3,240. 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 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 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 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 Dallas TX 75246 742793367 Inactive TX N/A C 1 Insurance Company of Scott & White 301 N Washington Avenue Dallas TX 75246 743092083 Insurance TX N/A C 1 SHA LLC 301 N Washington Avenue Dallas TX 75246 752569094 HMO TX N/A C 1 Southwest Life & Health Insurance Company 301 N Washington Avenue Dallas 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 0 1 0 0 0 0 0 0 0 1 1 1 0 0 1 1 1 1 Baylor University Medical Center A 39871 GAAP Baylor All Saints Medical Center C 126620 GAAP Baylor Health Care System Foundation C 9388151 GAAP Baylor Regional Medical Center at Plano C 111039 GAAP Baylor University Medical Center C 14223811 GAAP Scott & White Memorial Hospital C 2203804 GAAP Scott & White Healthcare Foundation C 54932 GAAP Baylor Health Care System K 517371 GAAP Baylor University Medical Center K 173716 GAAP Baylor Scott & White Health K 1151173 GAAP Scott & White Memorial Hospital L 236306 GAAP Baylor All Saints Medical Center M 98537 GAAP Baylor Heart & Vascular Center LLP M 197815 GAAP Baylor Scott & White Health M 5225352 GAAP Baylor Quality Health Care Alliance LLC M 94505 GAAP Baylor University Medical Center M 2154187 GAAP HealthTexas Provider Network M 1837598 GAAP MEDCO Construction LLC M 1324490 GAAP Scott & White Memorial Hospital M 542218 GAAP Texas Heart Hospital of the Southwest LLP M 132425 GAAP Baylor Health Enterprises LP M 266527 GAAP Hillcrest Baptist Medical Center K 53557 GAAP Scott & White Memorial Hospital P 108004 GAAP Baylor University Medical Center Q 340061 GAAP Baylor Scott & White Health R 120312 GAAP