2025-11-13T13:19:38-06:00 2024-12-31 990 2024-07-01 463130985 Baylor Scott & White Holdings BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Jennifer Mitzner Treasurer/EVP CFO 2148204135 2025-11-13 0 2024 2025-03-06 01:10:19Z X Peter McCanna 301 N Washington Avenue Dallas TX 75246 148878590 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. X 16 10 19 10 4418770 903012 0 0 48265301 -132254 58788704 35539577 0 0 107054005 35407323 0 0 0 0 37325573 29776573 0 0 0 119710131 95455745 157035704 125232318 -49981699 -89824995 9923501440 0 9767162577 0 156338863 0 X Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. 0 0 94208885 0 8422145 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). Effective December 31, 2024, BSW Holdings merged into Baylor Scott & White Health, a 501C(3) affiliate exempt from federal income tax.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 1,300 patient access points including 52 hospitals, 632 specialty care clinics, 260 outpatient clinics, 164 primary care clinics, 29 pharmacies, 30 ambulatory surgery centers, 62 urgent care clinics, and more than 7,200 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 1,200,000 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 $1.4 Billion as of the June 30, 2024 filing, which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. 94208885 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 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 1 0 1 1 1 1 0 0 1 23 0 1 19 1 1 1 1 CJ 0 0 0 0 0 0 0 0 0 0 X 16 10 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X Angie Hutson 2148201432 301 N Washington Avenue Dallas TX 75246 X Timothy Bittenbinder MD Trustee 3.00 40.00 X 0 1125481 43353 F David Winter MD Trustee 3.00 40.00 X 0 988635 98742 William L Rayburn MD Trustee/Chair 3.00 40.00 X X 0 670976 43245 Amy Wilson MD Trustee 3.00 40.00 X 0 582187 61857 Paul Madeley MD Trustee 3.00 40.00 X 0 496351 84270 Tresa McNeal MD Trustee 3.00 40.00 X 0 464187 32460 Robert Garriott Trustee/Vice Chair 3.00 0.00 X X 0 0 0 Rafael Garza Trustee 3.00 0.00 X 0 0 0 Johnita Jones Trustee 3.00 0.00 X 0 0 0 Judge Ed Kinkeade Trustee 3.00 0.00 X 0 0 0 Charlene Lake Trustee 3.00 0.00 X 0 0 0 George McCleskey Trustee 3.00 0.00 X 0 0 0 Ross McKnight Trustee 3.00 0.00 X 0 0 0 Drayton McLane Jr 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 Peter McCanna CEO 40.00 0.00 X 8915992 0 2751490 Julie Creamer President 40.00 0.00 X 4073098 0 1379043 Jennifer Mitzner Teasurer/EVP Chief Financial Officer 40.00 0.00 X 3469395 0 1296124 Lisa L Havens Secretary/EVP Chief Legal Officer 40.00 0.00 X 2089849 0 717780 Karla Ramberger EVP CNO 40.00 40.00 X 644591 26644 82901 Steven Newton EVP Chief Delivery System Operations 40.00 0.00 X 2931092 0 756820 Alejandro Arroliga MD EVP Chief Clinical Innov Officer 40.00 0.00 X 2620998 0 682234 Kristi Sherrill EVP Chief Phil & CA Officer 40.00 0.00 X 2184248 0 429421 Nikhil Reddy EVP Chief Product Officer 40.00 0.00 X 1853100 0 649914 Matthew Chambers EVP Chief Information Officer 40.00 0.00 X 1827408 0 626542 Michael Sanborn Chief Growth Officer 40.00 0.00 X 1812199 0 594472 Walter Peters MD Chief Medical Officer 40.00 0.00 X 1816967 0 325583 Robin W Watson MD EVP Chief Clinical Ops Officer 40.00 0.00 X 1549263 0 421313 Nikki Moll EVP Chief Mtg & Comms Officer 40.00 0.00 X 1336321 0 477020 Cristi Lockett EVP Chief HR Officer 40.00 0.00 X 301206 0 22304 Lavone Arthur Former Key Employee 0.00 0.00 X 401107 0 0 Patricia M Currie Former Key Employee 0.00 0.00 X 220000 0 0 38046834 4354461 11576888 18 1 1 0 Bain & Company PO Box 11321 Boston MA 02211 Professional Fees 1155000 Peter Sheahan 1125 S Gilpin Street Denver CO 80210 Professional Fees 679310 Russell Reynolds Associates PO Box 1678 Carol Stream IL 601321678 Professional Fees 349665 Salzberg Leadership Partners 5930 Royal Ln Ste E 246 Dallas TX 75230 Professional Fees 241999 VMG Health PO Box 664049 Dallas TX 752664049 Professional Fees 240000 8 Affiliate Income 900099 -132254 -132254 -132254 16187646 8554399 4418770 3214477 132823198 113471267 19351931 19351931 19351931 35407323 8422145 4418770 22566408 X 29340692 29340692 435881 435881 41305639 40520710 784929 2197 2197 18403 18403 53784 53784 79277 79277 72483 72483 56862 56862 49775857 49775857 16524 16524 Federal Excise Tax 2228515 2228515 Extinguishment of Debt 659990 659990 Dues and Memberships 569520 569520 Federal Income Tax 461931 461931 154763 154763 125232318 94208885 31023433 0 0 198274959 0 0 16154181 0 0 0 0 0 337348 0 0 0 8052471 0 5197715638 0 1196198598 0 2997690837 0 0 309077408 0 9923501440 0 122494632 0 1421384907 0 2289720000 0 5933563038 0 9767162577 0 X 156338863 0 156338863 0 9923501440 0 X -89824995 -48660793 -17853075 X 0 0 1 1 X X X 28 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 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 Scott & White Medical Centers-Greater North Texas 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 - 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 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 28 0 0 0 0 0 0 1 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 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 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. Part IV, Section A, Question 5A As of June 30, 2024 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital (75-1037226) merged into Baylor University Medical Center (75-1837454) and Baylor Medical Center at Carrollton (45-4510252) merged into Baylor Medical Center at Grapevine (75-1777119). The plan of mergers have been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger, and by the governing documents of those organizations. Central America and the Caribbean 0 0 Investments 521591611 Europe 0 0 Investments 32627488 Europe 0 0 Program Services Corporate Services 12591 0 0 0 0 0 0 554231690 0 554231690 1 0 1 1 1 0 Part I, line 3: Accrual Basis X X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 Peter McCanna CEO 2416414 0 6029897 0 469681 0 2720009 0 31481 0 11667482 0 724342 0 Julie Creamer President 1554797 0 2469204 0 49097 0 1355251 0 23792 0 5452141 0 0 0 Jennifer Mitzner Teasurer/EVP Chief Financial Officer 1521563 0 1905350 0 42482 0 1266691 0 29433 0 4765519 0 0 0 Steven Newton EVP Chief Delivery System Operations 1100418 0 1637688 0 192986 0 727707 0 29113 0 3687912 0 243063 0 Alejandro Arroliga MD EVP Chief Clinical Innov Officer 922680 0 1501977 0 196341 0 651099 0 31135 0 3303232 0 267567 0 Lisa L Havens Secretary/EVP Chief Legal Officer 847202 0 1195965 0 46682 0 700286 0 17494 0 2807629 0 120844 0 Kristi Sherrill EVP Chief Phil & CA Officer 488845 0 808836 0 886567 0 424013 0 5408 0 2613669 0 991718 0 Nikhil Reddy EVP Chief Product Officer 768768 0 1046722 0 37610 0 620299 0 29615 0 2503014 0 0 0 Matthew Chambers EVP Chief Information Officer 707003 0 1104403 0 16002 0 592461 0 34081 0 2453950 0 184673 0 Michael Sanborn Chief Growth Officer 735574 0 1031295 0 45330 0 569307 0 25165 0 2406671 0 127368 0 Walter Peters MD Chief Medical Officer 866311 0 792120 0 158536 0 297868 0 27715 0 2142550 0 0 0 Robin W Watson MD EVP Chief Clinical Ops Officer 808790 0 724209 0 16264 0 389832 0 31481 0 1970576 0 0 0 Nikki Moll EVP Chief Mtg & Comms Officer 555015 0 766696 0 14610 0 444991 0 32029 0 1813341 0 0 0 Timothy Bittenbinder MD Trustee 0 641181 0 351683 0 132617 0 17250 0 26103 0 1168834 0 0 F David Winter MD Trustee 0 834551 0 7193 0 146891 0 73391 0 25351 0 1087377 0 0 Karla Ramberger EVP CNO 416585 24546 193298 0 34708 2098 57042 1365 22706 1788 724339 29797 0 0 William L Rayburn MD Trustee/Chair 0 508811 0 60000 0 102165 0 17250 0 25995 0 714221 0 0 Amy Wilson MD Trustee 0 450857 0 127460 0 3870 0 32188 0 29669 0 644044 0 0 Paul Madeley MD Trustee 0 342543 0 37896 0 115912 0 59170 0 25100 0 580621 0 0 Tresa McNeal MD Trustee 0 462577 0 0 0 1610 0 12110 0 20350 0 496647 0 0 Lavone Arthur Former Key Employee 0 0 0 0 401107 0 0 0 0 0 401107 0 188993 0 Cristi Lockett EVP Chief HR Officer 99129 0 200000 0 2077 0 18672 0 3632 0 323510 0 0 0 Patricia M Currie Former Key Employee 0 0 0 0 220000 0 0 0 0 0 220000 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 spouses'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. Two of the persons listed in 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. Six 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. Fiftteen 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 Baylor Scott & White Holdings Board of Trustees and its Compensation Committee to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee works directly with an independent compensation consultant(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Compensation Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision-making process, the Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Part I, Lines 4a-b Severance or Change of Control Payments: Lavone Arthur received a severance payment from the organization in the amount of $220,000. Patricia M. Currie received a severance payment from the organization in the amount of $220,000. 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. ($147,245), F. David Winter, M.D. ($50,481), Jennifer Mitzner, Julie Creamer, Kristi Sherrill, Lavone Arthur ($892,991), Lisa L. Havens, Matthew Chambers, Michael Sanborn, Nikhil Reddy, Nikki Moll, Paul Madeley, M.D. ($34,668), Peter McCanna ($444,197), Robin W. Watson, M.D., Steven Newton ($169,160), Timothy Bittenbinder, M.D. ($94,417), Walter Peters, M.D. ($128,805), Tresa McNeal, M.D., Karla Ramberger, Cristi Lockett, Amy Wilson, M.D., and William L. Rayburn, M.D. ($64,776). 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. Also, select officers, as designated by BSW Holdings' governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize the key senior leaders' value and contribution to BSWH as well as align their compensation to the long term strategy of BSWH. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on BSWH's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by BSW Holdings' governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. 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. 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 000000000 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 000000000 2021-10-28 40490000 Refunding of Series 2019A taxable 0 0 0 D Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QSF7 2022-11-30 511991824 Construction/Renovation of Hospital Facilities 0 0 0 A 102180000 176960000 176960000 2015 0 1 1 1 B 26175000 426050531 1790486 107167124 317092920 2019 0 1 1 1 C 805000 40490000 40490000 2021 0 1 1 1 D 551856562 3656883 470289476 77910202 0 0 0 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 D 0 0 1 1 0 0 0 1 A 0 0 1 0 0 0 0 0 1 B 0 0 0 1 0 0 0 0 1 C 0 0 1 0 0 0 0 0 1 D 0 1 0 0 1 0 1 Toronto-Dominion Bank 1.900000000000 1 0 1 A 1 B 1 C 1 D 1 Date Rebate Computation Performed Issuer Name: Tarrant County Cultural Education Facilities Finance Corporati Date the Rebate Computation was Performed: 10/07/2021 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. Part II, Line 3, Column D: Total Proceeds of Issue: The difference between Part I, Line A, Column (e) and Part II, Line 3 is due to investment earnings of $39,864,738. Transfer of Outstanding Bonds At the end of the tax year all outstanding tax exempt bonds were transferred to Baylor Scott & White Health (EIN: 46-3131350), a 501C(3) affiliate. A Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QSC4 2022-08-04 312775000 Refunding Issues of 2019CDE 0 0 0 A 91685000 312775000 312775000 2022 1 0 1 1 A 0 0 1 1 0 0 0 1 A 0 0 1 0 1 0 0 0 1 A 1 All assets including Cash, Program Investments & Other Investments 2024-12-31 9234734534 Book Value 463131350 Baylor Scott & White Health 301 N Washington Avenue Dallas TX 75246 501(c)(3) 1 1 0 0 1 1 1 1 1 0 Part I, Line 2e: Explanation of Involvement: All of the members of the Board of Directors of Baylor Scott & White Holdings became members of the Board of Directors of Baylor Scott & White Health, the transferee organization.All of the employees of Baylor Scott & White Holdings (other than the 2 former key employees listed in Part VII) became employees of Baylor Scott & White Health, the transferee organization. Part I, Line 6c: As of December 31, 2024, all outstanding tax exempt bonds were transferred to Baylor Scott & White Health (EIN: 46-3131350), a 501C(3) affiliate. 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, the BSW Holdings Board of Trustees Governance Committee (with respect to Baylor Scott & White Holdings Trustees), and/or the Baylor Scott & White Health Corporate Compliance Committee as the case may be will review all material disclosures submitted by these individuals to determine whether a conflicts 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 Baylor Scott & White Holdings Board of Trustees and its Compensation Committee to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similarly-sized, and structured businesses including other integrated health care service systems and other similarly-sized organizations, both locally and nationally. Each year the Baylor Scott & White Holdings Board of Trustees and the Compensation Committee works directly with an independent compensation consultant(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and other officers and key employees to ensure total compensation is within a fair market range. The annual review included reviewing certain officers and key employees listed on the Form 990 during the current tax year. The Compensation Committee is made up of members of the Baylor Scott & White Holdings Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation consultant(s), the Compensation Committee approves the annual process and methodology for setting fair market salary ranges, earned incentives, and/or benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Compensation Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision-making process, the Compensation Committee will often meet in executive session to discuss and review recommendations made by the independent compensation consultant(s). No officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are properly documented in the minutes of the meetings. Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's certificate of formation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BSW Holdings that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public and are not required disclosures pursuant to Internal Revenue Code (IRC) Section 6104. Form 990, Part VII, Hours Devoted to Related Organizations: During the year, employees may transfer to or from a related organization. In those cases, the hours per week reflected at both the reporting organization and related organizations reflect the average hours they devoted to each respective organization before and after the transfer. Form 990, Part IX, line 11g Professional Fees: Program service expenses 670,078. Management and general expenses 0. Fundraising expenses 0. Total expenses 670,078. Other Purchased Services: Program service expenses 39,850,632. Management and general expenses 784,929. Fundraising expenses 0. Total expenses 40,635,561. Form 990, Part XI, line 9: Self Insurance Liability Reserve -88,522. Transfer of Net Assets to Baylor Scott & White Health -203,189,553. Distribution from Tax Exempt Affiliate 185,425,000. 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 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 Scott & White Medical Centers-Greater North Texas 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/ Parent eff. 1/1/2025 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-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 0 0 Baylor Affiliated Services LLC 301 N Washington Avenue Dallas TX 75246 260614730 Benefit Plans TX N/A 0 0 Baylor Heart and Vascular Center LLP 301 N Washington Avenue Dallas TX 75246 752834135 Specialty Hospital TX N/A 0 0 Baylor Surgicare at Granbury LLC 14201 Dallas Parkway Dallas TX 75254 263896477 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Mansfield LLC 14201 Dallas Parkway Dallas TX 75254 271835675 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Plano Parkway LLC 14201 Dallas Parkway Dallas TX 75254 274282604 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at Plano LLC 14201 Dallas Parkway Dallas TX 75254 260308454 Ambulatory Surgery Center TX N/A 0 0 Bellaire Outpatient Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562297308 Ambulatory Surgery Center TX N/A 0 0 BIR JV LLP 4714 Gettysburg Rd Mechanicsburg PA 17055 274586141 Rehabilitation Hospitals TX N/A 0 0 BTDI JV LLP 1431 Perrone Way Franklin TN 37069 462908086 Outpatient Imaging Centers TX N/A 0 0 Dallas Surgical Partners LLC 14201 Dallas Parkway Dallas TX 75254 722183815 Ambulatory Surgery Center TX N/A 0 0 Denton Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752708579 Ambulatory Surgery Center TX N/A 0 0 Desoto Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752592508 Ambulatory Surgery Center TX N/A 0 0 EBD JV LLP 8686 New Trails Dr Suite 100 The Woodlands TX 77381 455434614 Free Standing Emergency Hospitals TX N/A 0 0 Frisco Medical Center LLP 14201 Dallas Parkway Dallas TX 75254 752865177 Hospital TX N/A 0 0 Ft Worth Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752658178 Hospital TX N/A 0 0 Garland Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752764855 Ambulatory Surgery Center TX N/A 0 0 Grapevine Surgicare Partners Ltd 14201 Dallas Parkway Dallas TX 75254 752854711 Ambulatory Surgery Center TX N/A 0 0 HealthTexas Provider Network-Gastro Serv LLP 301 N Washington Avenue Dallas TX 75246 731697736 Ambulatory Surgery Center TX N/A 0 0 Heritage Park Surgical Hospital LLC 14201 Dallas Parkway Dallas TX 75254 611762781 Hospital TX N/A 0 0 Irving Coppell Surgical Hospital LLP 14201 Dallas Parkway Dallas TX 75254 542086863 Hospital TX N/A 0 0 Lone Star Endoscopy Center LLC 14201 Dallas Parkway Dallas TX 75254 273635726 Ambulatory Surgery Center TX N/A 0 0 MEDCO Construction LLC 301 N Washington Avenue Dallas TX 75246 205965871 Inactive TX N/A 0 0 Metrocrest Surgery Center LP 14201 Dallas Parkway Dallas TX 75254 030380493 Ambulatory Surgery Center TX N/A 0 0 MSH Partners LLC 14201 Dallas Parkway Dallas TX 75254 752829613 Hospital TX N/A 0 0 North Central Surgical Center LLP 14201 Dallas Parkway Dallas TX 75254 201508140 Hospital TX N/A 0 0 North Garland Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 562399993 Ambulatory Surgery Center TX N/A 0 0 Park Cities Surgery Center LLC 14201 Dallas Parkway Dallas TX 75254 562357079 Ambulatory Surgery Center TX N/A 0 0 Physicians Surgical Center of Ft Worth LLP 14201 Dallas Parkway Dallas TX 75254 208303422 Ambulatory Surgery Center TX N/A 0 0 Rockwall Ambulatory Surgery Center LLP 14201 Dallas Parkway Dallas TX 75254 205506447 Ambulatory Surgery Center TX N/A 0 0 Surgery Center of Richardson Phys Pship LP 14201 Dallas Parkway Dallas TX 75254 200606781 Inactive TX N/A 0 0 Texas Endoscopy Centers LLC 14201 Dallas Parkway Dallas TX 75254 470985876 Ambulatory Surgery Center TX N/A 0 0 Texas Health Ventures Group LLC 14201 Dallas Parkway Dallas TX 75254 752696845 Holds interests in ASCs/ Short Stay Hospitals TX N/A 0 0 Texas Heart Hospital of the Southwest LLP 301 N Washington Avenue Dallas TX 75246 412101361 Specialty Hospital TX N/A 0 0 THVG Bariatric LLC 14201 Dallas Parkway Dallas TX 75254 383894636 Holds interests in Ambulatory Surgery Centers TX N/A 0 0 Trophy Club Medical Center LP 14201 Dallas Parkway Dallas TX 75254 481260190 Hospital TX N/A 0 0 Tuscan Surgery Center at Las Colinas LLC 14201 Dallas Parkway Dallas TX 75254 273578014 Ambulatory Surgery Center TX N/A 0 0 University Surgical Partners of Dallas LLP 14201 Dallas Parkway Dallas TX 75254 550823809 Ambulatory Surgery Center TX N/A 0 0 Baylor Surgicare at North Dallas LLC 14201 Dallas Parkway Dallas TX 75254 752900902 Ambulatory Surgery Center TX N/A 0 0 BT East Dallas JV LLP 301 N Washington Avenue Dallas TX 75246 475119983 Former Hospital/Wind Down TX N/A 0 0 BT Garland JV LLP 301 N Washington Avenue Dallas TX 75246 475009342 Former Hospital/Wind Down TX N/A 0 0 Blue Stone JV LLP 1431 Perrone Way Franklin TN 37069 474798129 Outpatient Imaging Centers TX N/A 0 0 Baylor Surgicare at Baylor Plano LLC 14201 Dallas Parkway Dallas TX 75254 813127185 Ambulatory Surgery Center TX N/A 0 0 Blue Stone Frisco JV LLP 1431 Perrone Way Franklin TN 37069 812480586 Outpatient Imaging Centers TX N/A 0 0 Centennial ASC LLC 14201 Dallas Parkway Dallas TX 75254 352199232 Ambulatory Surgery Center TX N/A 0 0 Texas Regional Medical Center LLC 14201 Dallas Parkway Dallas TX 75254 510570864 Hospital TX N/A 0 0 Texas Spine and Joint Hospital LLC 14201 Dallas Parkway Dallas TX 75254 752951355 Hospital TX N/A 0 0 Baylor Surgicare at Blue Star LLC 14201 Dallas Parkway Dallas TX 75254 814638201 Ambulatory Surgery Center TX N/A 0 0 SurgCenter of Plano LLC 14201 Dallas Parkway Dallas TX 75254 462873916 Ambulatory Surgery Center TX N/A 0 0 Bear Creek Surgery Center LLC 14201 Dallas Parkway Dallas TX 75254 465530768 Ambulatory Surgery Center TX N/A 0 0 Baylor Scott & White Surgicare at Weatherford LLC 14201 Dallas Parkway Dallas TX 75254 862430796 Ambulatory Surgery Center TX N/A 0 0 SurgCenter of Greater Dallas LLC 14201 Dallas Parkway Dallas TX 75254 831498677 Ambulatory Surgery Center TX N/A 0 0 Oak Point Surgical Suites LLC 14201 Dallas Parkway Dallas TX 75254 823437812 Ambulatory Surgery Center TX N/A 0 0 BSW Home Recovery Care LLC 49 Music Square West Ste 401 Nashville TN 37203 882913146 Home Care Services TX N/A 0 0 Sherman Endoscopy LLC 14201 Dallas Parkway Dallas TX 75254 861402910 Ambulatory Surgery Center TX N/A 0 0 Baylor Scott & White Surgicare Waxahachie LLC 14201 Dallas Parkway Dallas TX 75254 920758698 Ambulatory Surgery Center TX N/A 0 0 NextCare Texas JV LLC 2145 E Baseline Rd Ste 101 Tempe AZ 85283 931988423 Urgent Care Centers TX N/A 0 0 Cityview Surgery Center LLC 6551 Harris Pkwy Ste 100 Fort Worth TX 76132 113711239 Ambulatory Surgery Center TX N/A 0 0 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 Scott & White Health Enterprises Inc 301 N Washington Avenue Dallas TX 75246 751997378 Pharmacy TX Baylor Scott & White Holdings C 1.00000 1 Baylor Health Network Inc 301 N Washington Avenue Dallas TX 75246 752463251 Inactive 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 (2) Investment TX N/A T 0 Charitable Remainder Trusts (48) Investment TX N/A T 0 Baylor Scott & White Insurance Company 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 Texas Heart Hospital of the Southwest Provider Group 1100 Allied Drive Plano TX 75093 331249903 Physician Group TX N/A C 1 1 1 1 0 0 0 0 0 0 0 1 0 1 0 0 1 0 1 0 Scott & White Hospital - College Station A 3343777 GAAP Baylor Scott & White Medical Centers - Capitol Area A 3077548 GAAP Hillcrest Baptist Medical Center A 427609 GAAP Scott & White Clinic A 1414323 GAAP Scott & White Continuing Care Hospital A 291141 GAAP Baylor Scott & White Health B 203189553 GAAP Baylor Health Care System K 78983 GAAP Baylor Scott & White Health M 90992 GAAP Baylor Scott & White Health R 88522 GAAP Baylor Scott & White Health C 185425000 GAAP