2024-05-13T08:57:37-05:00 2023-06-30 990 2022-07-01 463130985 Baylor Scott & White Holdings BAYL 2148204135 301 N Washington Avenue Dallas TX 75246 Jennifer Mitzner Treasurer/EVP CFO 2148204135 2024-05-10 Jennifer Mitzner XXX-XX-XXXX 0 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z Peter McCanna 301 N Washington Avenue Dallas TX 75246 902059203 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. 18 14 20 15 5725935 22955 0 0 43775934 45304525 99184285 65701880 0 0 142960219 111006405 0 0 0 0 34968101 34183643 0 0 0 113931494 122252708 148899595 156436351 -5939376 -45429946 7882176162 8993803535 7893805253 8935061109 -11629091 58742426 X Founded as a Christian ministry of healing, Baylor Scott & White Health promotes the well-being of all individuals, families and communities. 0 0 121766928 0 63980167 See Schedule OBaylor Scott & White Holdings (BSW Holdings) serves as the ultimate parent corporation and provides the overall governance, strategic planning and related services for the Baylor Scott & White Health system (BSWH). BSWH is a nonprofit, faith-based nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the residents of North and Central Texas. As the largest not-for-profit health care system in Texas and one of the largest in the United States, BSWH was born from the 2013 combination of Baylor Health Care System and Scott & White Healthcare. Today, BSWH has over 1,250 patient access points including 51 hospitals, 612 specialty care clinics, 261 outpatient clinics, 160 primary care clinics, 30 pharmacies, 31 ambulatory surgery centers, and more than 7,100 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 $1.2 Billion which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. BSWH's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) of $475 Million during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare. 121766928 1 0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 0 1 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 22 0 1 20 1 1 1 1 CJ 0 0 0 0 0 0 0 0 1 0 X 18 14 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 William L Rayburn MD Trustee 3.00 40.00 X 0 1425773 38286 Timothy Bittenbinder MD Trustee 3.00 40.00 X 0 901870 131732 F David Winter MD Trustee 3.00 40.00 X 0 904484 37828 Paul Madeley MD Trustee 3.00 40.00 X 0 478485 38893 Albert Black Jr Trustee 3.00 0.00 X 0 0 0 Ron Carter Trustee 3.00 0.00 X 0 0 0 Robert Garriott Trustee 3.00 0.00 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 Jack Martin Trustee/Chair 3.00 0.00 X 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 Lyndon L Olson Jr Trustee/Vice Chair 3.00 0.00 X X 0 0 0 Anita Perry 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 Thomas Warner Trustee (thru 9/13/2022) 3.00 0.00 X 0 0 0 Peter McCanna CEO 40.00 0.00 X 4056335 0 1030993 Jennifer Mitzner Teasurer/EVP Chief Financial Officer 40.00 0.00 X 1855060 0 389890 Alejandro Arroliga MD EVP Chief Clinical Innov Officer 40.00 0.00 X 1677582 0 438520 Julie Creamer President 40.00 0.00 X 1896468 0 145072 Steven Newton EVP Chief Delivery System Operations 40.00 40.00 X 1317685 277695 401848 Lisa L Havens Secretary/EVP Chief Legal Officer 40.00 40.00 X 780944 194325 209217 Patricia M Currie EVP Pres Hosp Ops (thru 4/16/2023) 40.00 0.00 X 3316434 0 37966 Matthew Chambers EVP Chief Information Officer 40.00 0.00 X 1380499 0 321789 Lavone Arthur EVP Chief BTO (thru 4/16/2023) 40.00 0.00 X 1397516 0 235017 Scott Peek SVP Joint Ventures (thru 1/6/2023) 40.00 0.00 X 1074563 0 270483 Janice Walker EVP Chief Nursing Officer 40.00 0.00 X 1032693 0 287485 Walter Peters MD Chief Med Officer (eff 3/30/2023) 3.00 40.00 X 0 1272006 37184 Michael Sanborn Chief Growth Officer (eff 3/30/2023) 3.00 40.00 X 0 994162 238330 Kristi Sherrill EVP Chief Phil & CA Officer 40.00 0.00 X 995346 0 237097 Nikhil Reddy EVP Chief Product Officer 40.00 0.00 X 946640 0 189522 Nakesha Lopez EVP Chief HR Officer 40.00 0.00 X 967018 0 109968 Nikki Moll EVP Chief Mtg & Comms Officer 40.00 0.00 X 807283 0 176102 Robin W Watson MD EVP Chief COO (eff 3/30/2023) 3.00 40.00 X 0 775839 117780 James Hinton Former Officer 0.00 0.00 X 5342987 0 361641 Jennifer Brown Former Officer 40.00 0.00 X 1186732 0 106850 Gary Brock Former Key Employee 0.00 0.00 X 431927 0 0 30463712 7224639 5589493 18 1 1 0 SSI US Inc PO Box 98991 Chicago IL 60693 Consulting Services 689000 Kaufman Hall & Associates LLC 8610 Solution Ctr Chicago IL 606778006 Consulting Services 509232 The Boston Consulting Group PO Box 75200 Chicago IL 606755200 Consulting Services 475000 Korn Ferry Hay Group Inc NW 5854 PO Box 1450 Minnepolis MN 554855854 Consulting Services 325779 Norton Rose Fulbright US LLP PO Box 844284 Dallas TX 752844284 Legal Services 173026 7 Shared Services 561110 41214071 41214071 Settlement Pymt 900099 5700000 5700000 Affiliate Income 900099 -1609546 -1609546 45304525 47498386 18675642 5725935 23096809 809256292 790196205 856593 19060087 -856593 18203494 18203494 111006405 63980167 5725935 41300303 33409871 33409871 773772 773772 224892 224892 3485874 3238787 247087 8965 8965 83995 83995 141656 141656 169533 169533 184184 184184 165490 165490 114051936 114051936 770 770 16335 16335 Federal Excise Tax 2632115 2632115 Dues and Memberships 791349 791349 Special Functions 244219 244219 Federal Income Tax 13801 13801 37594 37594 156436351 121766928 34669423 0 468029278 242050040 49465177 17545872 5000000 14500000 226424 131720 1122691 795217 770 327474 4081195840 4689752667 1006562306 1101482126 2266304664 2430338209 5391703 497675427 7882176162 8993803535 43774476 30055964 964955326 1446998672 2497491858 2496428855 4387583593 4961577618 7893805253 8935061109 X -11629091 58742426 -11629091 58742426 7882176162 8993803535 X -45429946 115883449 -81986 X 0 1 X 1 1 1 X X X 30 Baylor University Medical Center 751837454 3 1 0 0 Scott & White Memorial Hospital 741166904 3 1 0 0 All Saints Health Foundation 751947007 7 1 0 0 Baylor All Saints Medical Center 751008430 3 1 0 0 Baylor Health Care System Foundation 751606705 7 1 0 0 Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 751037226 3 1 0 0 Baylor Regional Medical Center at Grapevine 751777119 3 1 0 0 Baylor Medical Center at Irving 752586857 3 1 0 0 Baylor Regional Medical Center at Plano 820551704 3 1 0 0 Baylor Medical Center at Waxahachie 751844139 3 1 0 0 Baylor 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 Medical Center at Carrollton 454510252 3 0 0 0 Baylor Scott & White Medical Centers-Capitol Area 813040663 3 0 0 0 Century Integrated Partners Inc 810872075 3 0 0 0 Baylor Scott & White Medical Center-Centennial 824052186 3 0 0 0 Lake Pointe Operating Company LLC 260194016 3 0 0 0 30 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Part I, Line 12g(vi) In addition to the monetary support listed on Part I, Line 12g(v), the organization provides financial, human resources, legal, information technology, management, advisory and other services to the supported organizations listed in Part I, Line 12g(i). Part IV, Section A, Question 1 All of the supported organizations are listed by name in the organization's governing documents except for Baylor Medical Center at Carrollton, Baylor Scott & White Medical Centers-Capitol Area, Century Integrated Partners, Inc., Baylor Scott & White Medical Center-Centennial and Lake Pointe Operating Company, LLC. The organization's certificate of formation provides for the addition of future affiliated hospitals and healthcare delivery organizations that are owned and/or controlled by the organization and that are publicly supported organizations under Code Section 509(a)(1) or Code Section 509(a)(2). Part IV, Section C, Question 1 The organization is supervised or controlled in connection with the supported organizations named and/or designated by class in the organization's certificate of formation. The organization serves as the parent corporation of the Baylor Scott & White Health integrated health care delivery system in which the officers of the organization 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. 795217 795217 0 327474 327474 327474 1014486955 F Other Long Term Investment 86995171 F 1101482126 Investment-BSW Health 690000000 C Investment-Baylor Health Care System 671682705 C Investment-Scott & White Healthcare 326832269 C Investment-NTX Health Care Laundry 4674652 C Investment-Scott and White Health Plan 304729026 C Loan to S&W Hospital College Station 166975227 C Loan to S&W Continuing Care Hospital 14538459 C Loan to Hillcrest Baptist Medical Center 21349504 C Loan to Baylor S&W Medical Centers Capitol Area 157330888 C Loan to Scott & White Clinic 72225479 C 2430338209 Vested SERP Assets 3334128 Bonds Held by Trustee 494341299 497675427 Due to Affiliates 4893989442 Deferred Compensation 6011088 Long Term Incentive Plan 12541858 Derivative Liability 49035230 4961577618 X Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2023 and 2022, the System had no material gross unrecognized tax benefits. Central America and the Caribbean 0 0 Investments 515332278 Europe 0 0 Investments 28955514 Europe 0 0 Program Services Captive Insurance Meetings 10950 Central America and the Caribbean 0 0 Program Services Captive Insurance Meetings 10550 North America 0 0 Program Services Medical Education 757 0 0 0 0 0 0 544310049 0 544310049 1 0 1 1 1 0 Part I, line 3: Accrual Basis Part III Accounting Method: X X X X 1 1 X X X X 1 1 0 0 0 0 0 1 0 James Hinton Former Officer 56500 0 3499809 0 1786678 0 360174 0 1467 0 5704628 0 808332 0 Peter McCanna CEO 1653103 0 2377785 0 25447 0 1001483 0 29510 0 5087328 0 421575 0 Patricia M Currie EVP Pres Hosp Ops (thru 4/16/2023) 828823 0 1468525 0 1019086 0 15250 0 22716 0 3354400 0 226252 0 Jennifer Mitzner Teasurer/EVP Chief Financial Officer 1102180 0 677939 0 74941 0 361286 0 28604 0 2244950 0 0 0 Alejandro Arroliga MD EVP Chief Clinical Innov Officer 819918 0 813680 0 43984 0 409010 0 29510 0 2116102 0 134098 0 Julie Creamer President 938336 0 814657 0 143475 0 127620 0 17452 0 2041540 0 0 0 Steven Newton EVP Chief Delivery System Operations 552043 269981 750287 0 15355 7714 360861 13696 17844 9447 1696390 300838 174356 0 Matthew Chambers EVP Chief Information Officer 627700 0 736843 0 15956 0 289529 0 32260 0 1702288 0 150925 0 Lavone Arthur EVP Chief BTO (thru 4/16/2023) 576996 0 645467 0 175053 0 204243 0 30774 0 1632533 0 312417 0 William L Rayburn MD Trustee 0 498763 0 200994 0 726016 0 15250 0 23036 0 1464059 0 618218 Scott Peek SVP Joint Ventures (thru 1/6/2023) 558565 0 502423 0 13575 0 242939 0 27544 0 1345046 0 103542 0 Janice Walker EVP Chief Nursing Officer 519805 0 493406 0 19482 0 259040 0 28445 0 1320178 0 64430 0 Walter Peters MD Chief Med Officer (eff 3/30/2023) 0 695880 0 276305 0 299821 0 15250 0 21934 0 1309190 0 192091 Jennifer Brown Former Officer 45341 0 2379 0 1139012 0 105270 0 1580 0 1293582 0 139650 0 Michael Sanborn Chief Growth Officer (eff 3/30/2023) 0 522488 0 432138 0 39536 0 208104 0 30226 0 1232492 0 90410 Kristi Sherrill EVP Chief Phil & CA Officer 454038 0 501725 0 39583 0 231995 0 5102 0 1232443 0 113643 0 Lisa L Havens Secretary/EVP Chief Legal Officer 392114 176216 367802 0 21028 18109 184745 8377 10026 6069 975715 208771 0 0 Nikhil Reddy EVP Chief Product Officer 516146 0 396250 0 34244 0 163077 0 26445 0 1136162 0 0 0 Nakesha Lopez EVP Chief HR Officer 633988 0 298836 0 34194 0 88474 0 21494 0 1076986 0 0 0 Timothy Bittenbinder MD Trustee 0 622138 0 247748 0 31984 0 107375 0 24357 0 1033602 0 0 Nikki Moll EVP Chief Mtg & Comms Officer 489224 0 303629 0 14430 0 146786 0 29316 0 983385 0 0 0 F David Winter MD Trustee 0 817947 0 0 0 86537 0 15250 0 22578 0 942312 0 0 Robin W Watson MD EVP Chief COO (eff 3/30/2023) 0 568552 0 203285 0 4002 0 86770 0 31010 0 893619 0 0 Paul Madeley MD Trustee 0 408846 0 0 0 69639 0 15250 0 23643 0 517378 0 0 Gary Brock Former Key Employee 431927 0 0 0 0 0 0 0 0 0 431927 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. Three 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. Seventeen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Housing allowance or residence for personal use-The organization provides temporary housing to eligible employees under the organization's moving and relocation reimbursement policy. All temporary housing provided to any employee is treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year. Health or social club dues or initiation fees-The organization may reimburse eligible employees for dues for a health club and/or a social club where there is a bona fide business need for the membership. For example, as part of the organization's promotion of health, the organization will cover a portion of any employees' fitness center club membership dues paid to an affiliated entity that owns and operates a fitness center. All employees are eligible for this benefit. Such reimbursements are treated as taxable compensation to the extent any part of the membership is used for personal use. One person 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: James Hinton received a severance payment from the organization in the amount of $1,752,200. Jennifer Brown received a severance payment from the organization in the amount of $1,125,274. Supplemental Nonqualified Retirement Plan: In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) offers a supplemental non-qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BSWH's supplemental non-qualified retirement plan during the tax year: Alejandro Arroliga, M.D., F. David Winter, M.D. ($79,199), James Hinton, Janice Walker, Jennifer Brown, Jennifer Mitzner, Julie Creamer, Kristi Sherrill, Lavone Arthur, Lisa L. Havens, Matthew Chambers, Michael Sanborn, Nakesha Lopez, Nikhil Reddy, Nikki Moll, Patricia M. Currie, Paul Madeley, M.D. ($35,314), Peter McCanna, Robin W. Watson, M.D., Scott Peek, Steven Newton, Timothy Bittenbinder, M.D., Walter Peters, M.D. and William L. Rayburn, M.D. Part I, Line 7 The organization has adopted and implemented an Annual Incentive Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BSW Holdings' governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data. Form 990, Schedule J, Part III Supplemental Information: Governing Body Compensation The members of the governing body serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. Some, but not all, members may have received modest benefits incident to their service on the board and/or multiple board committees or received compensation as an employee of a related organization. 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 87638QPS2 2019-12-17 418210000 Refunding Issues of 3/2013, 12/2015 and 9/2017 0 0 0 D Tarrant County Cultural Education Facilities Finance Corporation 043833551 000000000 2021-10-28 40490000 Refunding of Series 2019A taxable 0 0 0 A 58730000 176960000 176960000 2015 0 1 1 1 B 24615000 426050531 1790486 107167124 317092920 2019 0 1 1 1 C 321240000 418210000 418210000 2019 1 0 1 1 D 305000 40490000 40490000 2021 0 1 1 1 A 0 1 1 1 0 0.00640 0.00640 0 0 1 B 0 0 1 1 0 0 0 1 C 0 0 1 1 0 0 0 1 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 1 0 0 0 1 D 0 0 1 0 0 0 0 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 A: Total Proceeds of Issue: The difference between Part I, Line A, Column (e) and Part II, Line 3 is due to investment earnings of $13,334,352. A Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QSF7 2022-11-30 511991824 Construction/Renovation of Hospital Facilities 0 0 0 B Tarrant County Cultural Education Facilities Finance Corporation 043833551 87638QSC4 2022-08-04 312775000 Refunding Issues of 2019CDE 0 0 0 A 525326176 7065921 11975592 506284664 0 0 0 1 B 312775000 312775000 2022 1 0 1 1 A 0 0 1 1 0 0 0 1 B 0 0 1 1 0 0 0 1 A 0 1 0 0 1 0 0 0 1 B 0 0 1 0 1 0 0 0 1 A 1 B 1 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 XI, line 9: Self Insurance Liability Reserve -81,986. 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 Institute for Rehabilitation at Gaston Episcopal Hosp 301 N Washington Avenue Dallas TX 75246 751037226 Rehabilitation Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Carrollton 301 N Washington Avenue Dallas TX 75246 454510252 Former Hospital/Wind Down TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Irving 301 N Washington Avenue Dallas TX 75246 752586857 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor Medical Center at Waxahachie 301 N Washington Avenue Dallas TX 75246 751844139 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 Baylor 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 TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Baylor University Medical Center 301 N Washington Avenue Dallas TX 75246 751837454 Hospital TX 501(c)(3) Line 3 Baylor Health Care System 1 HealthTexas Provider Network 301 N Washington Avenue Dallas TX 75246 752536818 Physician Services TX 501(c)(3) Line 3 Baylor Health Care System 1 Hillcrest Baptist Medical Center 301 N Washington Avenue Dallas TX 75246 741161944 Hospital TX 501(c)(3) Line 3 Scott & White Memorial Hospital 1 Hillcrest Family Health Center 301 N Washington Avenue Dallas TX 75246 742730350 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Hillcrest Physician Services 301 N Washington Avenue Dallas TX 75246 742967081 Physician Services TX 501(c)(3) Line 12a, I Hillcrest Baptist Medical Center 1 Irving Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 751570933 Fundraising TX 501(c)(3) Line 7 Baylor Medical Center at Irving 1 Scott & White Clinic 301 N Washington Avenue Dallas TX 75246 742958277 Physician Services TX 501(c)(3) Line 10 Scott & White Healthcare 1 Scott & White Continuing Care Hospital 301 N Washington Avenue Dallas TX 75246 202850920 Long Term Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White EMS Inc 301 N Washington Avenue Dallas TX 75246 753242749 Emergency Transport TX 501(c)(3) Line 10 Scott & White Memorial Hospital 1 Scott & White Foundation-Brenham 301 N Washington Avenue Dallas TX 75246 742460815 Fundraising TX 501(c)(3) Line 7 Scott & White Hospital-Brenham 1 Scott and White Health Plan 301 N Washington Avenue Dallas TX 75246 742052197 HMO TX 501(c)(4) Baylor Scott & White Holdings 1 Scott & White Healthcare 301 N Washington Avenue Dallas TX 75246 264532547 Management Services TX 501(c)(3) Line 12b, II Baylor Scott & White Holdings 1 Scott & White Healthcare Foundation 301 N Washington Avenue Dallas TX 75246 273513154 Fundraising TX 501(c)(3) Line 7 Scott & White Healthcare 1 Scott & White Hospital-Brenham 301 N Washington Avenue Dallas TX 75246 742519752 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-College Station 301 N Washington Avenue Dallas TX 75246 274434451 Hospital TX 501(c)(3) Line 3 Scott & White Healthcare 1 Scott & White Hospital-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 Specialty Surgery Center of Fort Worth LP 14201 Dallas Parkway Dallas TX 75254 201942281 Inactive 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 Gateway Diagnostic JV LLC 1431 Perrone Way Franklin TX 37069 870891986 Outpatient Imaging Centers 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 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 N/A C 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 (3) Investment TX N/A T 0 Charitable Remainder Trusts (49) Investment TX N/A T 0 Hillcrest Health Holdings Inc 301 N Washington Avenue Waco TX 75246 742793367 Inactive TX N/A C 1 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 1 1 0 0 0 0 0 0 0 0 1 1 1 0 0 1 0 1 0 Scott & White Hospital - College Station A 6985920 GAAP Baylor Quality Health Care Alliance LLC A 172890 GAAP Baylor Scott & White Medical Centers - Capitol Area A 6645407 GAAP Baylor Scott & White Health Enterprises Inc A 320625 GAAP Hillcrest Baptist Medical Center A 893159 GAAP Scott & White Clinic A 3049379 GAAP Scott & White Continuing Care Hospital A 608261 GAAP Baylor Scott & White Health B 180000000 GAAP Baylor Health Care System K 163361 GAAP Baylor Scott & White Health L 41214071 GAAP Baylor Scott & White Health R 81986 GAAP