TY 2012 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
HC Beck Ltd, 1807 Ross AveDALLASTX75201	Const Contractor	27,735,076
One Southwest Media Group Inc, 2100 Ross AveDALLASTX75201	Advertising	7,564,344
Presidio Networked Solutions Inc, 7601 Ora Green DrGREENBELTMD20770	Wireless Services	6,781,870
EPIC Systems Corporation, 1979 Milky WayVERONAWI53593	Training & Consult	5,021,085
Healthways Inc, 701 Cool Springs BlvdFRANKLINTX37067	Consulting	4,133,487
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 190

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	587,640	587,640
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	21,753,452	21,753,452	0	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	156,491,116	156,491,116
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	5,048,229	5,048,229
9	Other employee benefits .......	22,846,840	22,846,840
10	Payroll taxes ...........	10,616,110	10,616,110
11	Fees for services (non-employees):
a	Management ......	6,491,646	6,491,646
b	Legal .........	2,028,121	2,028,121
c	Accounting ...........	1,892,782	1,892,782
d	Lobbying ...........	1,350,808	1,350,808
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	7,165,602	7,165,602
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	44,300,081	44,300,081
12	Advertising and promotion ....	11,992,074	11,992,074
13	Office expenses .......	14,933,653	14,933,653
14	Information technology ......	41,593,734	41,593,734
15	Royalties ..	0
16	Occupancy ...........	28,493,889	28,493,889
17	Travel ............	2,158,432	2,158,432
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	3,077,109	3,077,109
20	Interest ...........	4,174,349	4,174,349
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	35,191,881	35,191,881
23	Insurance ..............	318,185	318,185
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	TAXES	8,486,851	8,486,851
b	REPAIRS & MAINTENANCE	5,872,521	5,872,521
c	LICENSE/DUES	2,472,039	2,472,039
d	SUPPLIES	1,056,983	1,056,983
e	All other expenses	1,125,971	1,125,971
25	Total functional expenses. Add lines 1 through 24e	441,520,098	441,520,098	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	-7,056,365	1	-1,847,284
2	Savings and temporary cash investments .........	231,515,599	2	349,515,002
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	14,674,731	4	18,031,017
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		7,945,773	5	5,785,383
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
		0	6	0
7	Notes and loans receivable, net .............	9,144,944	7	13,006,350
8	Inventories for sale or use ..............	58,285	8	58,285
9	Prepaid expenses and deferred charges ..........	35,388,739	9	28,015,016
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	619,827,906
b	Less: accumulated depreciation .....	10b	291,000,900	291,625,849	10c	328,827,006
11	Investments—publicly traded securities ..........	1,655,681,911	11	1,996,776,826
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	83,583,632	13	142,354,058
14	Intangible assets ...............	19,317,803	14	19,066,146
15	Other assets. See Part IV, line 11 ...........	64,176,554	15	111,791,033
16	Total assets. Add lines 1 through 15 (must equal line 34)......	2,406,057,455	16	3,011,378,838
	17	Accounts payable and accrued expenses .........	137,961,639	17	175,000,966
18	Grants payable .................	0	18	0
19	Deferred revenue ................	0	19	0
20	Tax-exempt bond liabilities .............	1,086,581,412	20	1,163,090,396
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	107,491,851
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	1,256,630,968	25	1,434,957,128
26	Total liabilities. Add lines 17 through 25.........	2,481,174,019	26	2,880,540,341
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	-75,310,610	27	130,838,497
28	Temporarily restricted net assets ...........	194,046	28	0
29	Permanently restricted net assets ...........	0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	-75,116,564	33	130,838,497
34	Total liabilities and net assets/fund balances ........	2,406,057,455	34	3,011,378,838

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support
(A) TEXAS HEALTH ARLINGTON	750972805	03	Yes		Yes		Yes		24,074,143
(B) TEXAS HEALTH HARRIS METHODIST FOUNDATION	752401033	09	Yes		Yes		Yes		2,167,576
(C) TEXAS HEALTH ALLIANCE	451502252	03	Yes		Yes		Yes		1,192,618
(D) TEXAS HEALTH AZLE	751748586	03	Yes		Yes		Yes		3,381,775
(E) TEXAS HEALTH CLEBURNE	751977850	03	Yes		Yes		Yes		6,654,222
(F) TEXAS HEALTH FORT WORTH	756001743	03	Yes		Yes		Yes		76,369,332
(G) TEXAS HEALTH HEB	751438726	03	Yes		Yes		Yes		27,498,480
(H) TEXAS HEALTH SOUTHWEST	752678857	03	Yes		Yes		Yes		19,685,022
(I) TEXA HEALTH STEPHENVILLE	751752253	03	Yes		Yes		Yes		4,685,402
(J) TEXAS HEALTH PHYSICIANS GROUPS	752613493	09	Yes		Yes		Yes		4,848,491
(K) TEXAS HEALTH PRESBYTERIAN FOUNDATION	752022128	09	Yes		Yes		Yes		2,167,576
(L) TEXAS HEALTH ALLEN	752890358	03	Yes		Yes		Yes		9,234,325
(M) TEXAS HEALTH DALLAS	751047527	03	Yes		Yes		Yes		64,270,029
(N) TEXAS HEALTH DENTON	432008974	03	Yes		Yes		Yes		17,389,906
(O) TEXAS HEALTH KAUFMAN	752771437	03	Yes		Yes		Yes		3,655,028
(P) TEXAS HEALTH PLANO	752770738	03	Yes		Yes		Yes		40,299,319
(Q) TEXAS HEALTH RESEARCH & EDUCATION INSTITUTE	752562191	04	Yes		Yes		Yes		0
(R) TEXAS HEALTH SPECIALTY HOSPITAL	751648589	03	Yes		Yes		Yes		923,877
Total									308,497,121

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Texas Health Resources

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Texas Health Resources

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Texas Health Resources

Employer identification number

75-2702388

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Yes

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Yes

293

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

166,131

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

1,184,384

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

1,350,808

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Additional Information	Part II-B	Texas Health Resources (THR) is the parent organization for a healthcare system consisting of hospitals and other related healthcare organizations. The amount of expenses paid, or incurred in connection with lobbying activities reported on this return represent the expenses incurred on behalf of THR and all its affiliates. Total expenses for the system were $3,436,014,582 for the year ended December 31,2012. Of this amount $1,350,808 (.0393%) is used in connection with lobbying activities. Officers and/or Board members of THR may, to an insubstantial degree, make comments or statements concerning legislation that may affect either the healthcare industry or the health status of the communities that THR serves. In pursuing this activity, officers and/or Board members may engage in conversations and/or write letters to various federal, state, and local officials regarding such matters. The amount of time and money involved in these activities is negligible. In no case has either THR, or any person acting on behalf of THR, intervened in any political campaign.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	58,769,702		58,769,702
b	Buildings ................	217,430,219	114,633,315	102,796,904
c	Leasehold improvements ............	60,507,169	42,751,600	17,755,569
d	Equipment ................	191,742,437	133,615,986	58,126,451
e	Other .................	91,378,380		91,378,380
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				328,827,006

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes		0
SECURITY DEPOSIT		43,744
TRUSTEE FUNDS-SUPP RETIREMENT		2,137,996
TRUSTEE FUNDS-CAA		2,454,810
POST RETIREMENT BENEFITS		7,982,977
UNAMORTIZED RENT		3,065,740
OTHER LIABILITIES		2,910,429
ASSET RETIREMENT OBLIGATION		1,750,235
MALPRACTICE TRUST RESERVE		32,382,510
INTERCOMPANY PAYABLE		1,382,228,687
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		1,434,957,128
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

200% 250% 300% 350% 400% Other %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

Yes

If "Yes," did the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	3,296,826	275,137	3,021,689	1.610 %
b	Medicaid (from Worksheet 3, column a) ....	11,773,980	6,338,049	5,435,932	2.900 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .	593,274	390,005	203,269	0.110 %
d	Total Financial Assistance and Means-Tested Government Programs .	15,664,080	7,003,191	8,660,890	4.620 %
Other Benefits		881,651		881,651	0.470 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	881,651		881,651	0.470 %
f	Health professions education (from Worksheet 5) ..
g	Subsidized health services (from Worksheet 6) ..
h	Research (from Worksheet 7)
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	804,260		804,260	0.430 %
j	Total. Other Benefits ..	1,685,911		1,685,911	0.900 %
k	Total. Add lines 7d and 7j .	17,349,991	7,003,191	10,346,801	5.520 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(c) Total community building expense	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support	35,097	35,097	0.020 %
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development	10,172	10,172
9	Other
10	Total	45,269	45,269	0.020 %

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

28,958,823

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

40,198,440

Enter Medicare allowable costs of care relating to payments on line 5.....

48,861,917

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-8,663,477

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1Flower Mound Hosp	Hospital	54.600 %	45.400 %
2Greenville Surg Ctr	Ambulatory Surgery Center	86.000 %	14.000 %
3Physician Med Ctr	Hospital	6.000 %	46.930 %
4Rockwall Regional	Hospital	53.230 %	46.770 %
5Southlake Specialty	Hospital	6.100 %	46.080 %
6Surg Caregivers FW	Ambulatory Surgery Center	51.000 %	49.000 %
7TH Flower Mound	Orthopedic Surgery Center	51.000 %	49.000 %
8THR-STT Rockwall ASC	Ambulatory Surgery Center	51.000 %	49.000 %
9THR-STT Southlake	Ambulatory Surgery Center	51.000 %	49.000 %
10USMD Arlington	Hospital	51.000 %	49.000 %
11USMD Fort Worth	Hospital	50.970 %	49.030 %
12Denton Surgery Ctr	Ambulatory Surgery Center	70.300 %	29.700 %
13

Schedule H (Form 990) 2012

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?7 Name, address, and primary website address
1	Rockwall Regional Hospital 3150 Horizon Rd Rockwall,TX75032 www.texashealthrockwall.com	X	X	X
2	Physicians Medical Center LLC 6020 Parker Rd Plano,TX75093 www.thcds.com	X	X	X
3	Southlake Specialty Hospital LLC 1545 E Southlake Blvd Southlake,TX76092 www.texashealthsouthlake.com	X	X	X
4	Flower Mound Hospital Partners 4400 Long Prairie Rd Flower Mound,TX75028 www.texashealthflowermound.com	X	X	X
5	USMD Hospital at Arlington 801 W Interstate 20 Arlington,TX76017 www.usmdarlington.com	X	X	X
6	Sherman Grayson Health System 500 N Highland Sherman,TX75092 www.wnj.org	X	X	X
7	USMD Hospital at Fort Worth 5900 Dirks Rd Fort Worth,TX76132 www.usmdfortworth.com	X	X	X

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Rockwall Regional Hospital
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ........

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ............................

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Physicians Medical Center LLC
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Southlake Specialty Hospital LLC
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Flower Mound Hospital Partners
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	USMD Hospital at Arlington
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15		No
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Sherman Grayson Health System
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 300.% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	USMD Hospital at Fort Worth
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Did the hospital facility make its CHNA report widely available to the public? .............

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11		No
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: % If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15		No
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?7
Name and address		Type of Facility (describe)
1	Health Imaging Partners LLC 8610 Explorer Dr 300 Colorado Springs,CO80920	Outpatient Diagnostic Imaging
2	Surgical Caregivers of Fort Worth LP 3000 Riverchase Galleria 500 Birmingham,AL35244	Ambulatory Surgery Center
3	THR-STT Southlake ASC LLC 1545 E Southlake Blvd Southlake,TX76092	Ambultory Surgery Center
4	TX Health Flower Mound Orthopedic Surg 5000 Long Prairie Rd Flower Mound,TX75028	Ambulatory Surgery Center
5	THR-STT Rockwall ASC LLC 1545 E Southlake Blvd Southlake,TX76092	Ambulatory Surgery Center
6	Greenville Surgery Center LLC 3000 Riverchase Galleria 500 Birmingham,AL35244	Ambulatory Surgery Center
7	Denton Surgery Center LLC 3000 Riverchase Galleria Birmingham,AL35244	Ambulatory Surgery Center
8
9
10

Schedule H (Form 990) 2012

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; Part V, Section A; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.
8	Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.

Identifier	ReturnReference	Explanation
Patient Eligibility	Pt I, Ln 3c	The Schedule H for Texas Health Resources ("THR")is filed solely because it has an ownership interest in 7 taxable joint ventures operating as hospitals. THR is a functionally integrated supporting organization and does not operate its own hospital. THR supports a system of faith-based, non-profit hospitals, an employed physician organization and an organization for medical research and education. THR has adopted a charity care policy which covers all 14 non-profit hospitals it supports. Patients with family income at or below 200% of applicable FPG may be eligible for free care if the patient lacks sufficient funds and assets to pay the out-of-pocket portion of their hospital bill. All self pay patients who don't qualify for the organization's charity program, regardless of income, are eligible for a discount of 45% off the hospital's charge for general hospital services. In addition, a 60% discount is available on charges associated with certain implantable devices. Patients with family income above 200% of applicable FPG who have unpaid medical bills exceeding a specified percentage of the patient's annual gross income may be deemed medically indigent and eligible for charity care. The patient may be eligible for a charity adjustment up to 100% of the unpaid balance of their hospital bill in excess of a specified "patient responsible amount" if the patient has insufficient funds/assets to pay his hospital bill without incurring an undue financial hardship. The patient responsible amount is based on a percentage of the patient's annual income. A determination as to whether or not a patient has insufficient funds and/or assets to pay for purposes of determining both financial and medical indigence is made at the time a patient's charity care application is reviewed. Assets considered when determining eligibility include cash, stocks, bonds and other financial assets that can be readily converted to cash. An additional process to screen for charity patients using publicly available financial information is also in place for patients not submitting a charity care application.
Cost to Charge Ratio	Pt I, Ln 7	A cost to charge ratio is used in computing the amounts reported in Lines 7a-7c. The amounts reported on Lines 7e-7i were obtained using direct costs, as determined by a cash outlay or, in the case of reporting employee volunteer hours, by using an average national volunteer wage rate.
Bad Debt Expense	Pt III, Ln 4	The bad debt expense shown on Part III, line 2 is THR's share of the bad debt expense of its taxable hospital joint ventures. The amount of the bad debt expense attributable to patients eligible under the charity care policy is unknown. Bad debt expense is not included as a community benefit for purposes of reporting community benefits to the state of Texas.
Medicare Shortfall	Pt III, Ln 8	The state of Texas treats any Medicare shortfall as a community benefit for meeting the state statutory requirements for charity care & community benefit. For state purposes, the shortfall is computed by comparing actual Medicare reimbursements with the estimated cost the hospital incurs in providing these services to Medicare patients. Cost is determined by applying a cost-to-charge ratio (with costs determined in accordance with generally accepted accounting principles) to billed charges.
Debt Collection	Pt III, Ln 9b	During the year, standard collection procedures were in place and uniformly applicable to all patient accounts. Except to the extent a patient receives a recovery from any third party or other source, no attempts are made to collect unpaid charges from patient accounts approved for adjustment under the Charity Care Program.
Discounted Care	Pt V, Sec B, Ln 11	For Rockwall Regional, Physicians Medical Center, Southlake Specialty, and Flower Mound, see response to Part I Line 3c. For USMD at Arlington & USMD at Fort Worth: Patients with family income at or below 200% of applicable FPG may be eligible for free care if the patient lacks sufficient funds and assets to pay the out-of-pocket portion of their hospital bill. All self pay patients who don't qualify for the organization's charity program, regardless of income, are eligible for a discount of 35% off the hospital's charge for general hospital services. Patients with family income above 200% of applicable FPG who have unpaid medical bills exceeding a specified percentage of the patient's annual gross income may be deemed medically indigent and eligible for charity care. The patient may be eligible for a charity adjustment up to 100% of the unpaid balance of their hospital bill in excess of a specified patient responsible amount if the patient has insufficient funds/assets to pay his hospital bill without incurring an undue financial hardship. The patient responsible amount is based on a percentage of the patient's annual income. A determination as to whether or not a patient has insufficient funds and/or assets to pay for purposes of determining both financial and medical indigence is made at the time a patient's charity care application is reviewed. Assets considered when determining eligibility include cash, stocks, bonds and other financial assets that can be readily converted to cash. For Sherman Grayson Health System: Patients with family income at or below 200% of applicable FPG may be eligible for free care if the patient lacks sufficient funds and assets to pay the out-of-pocket portion of their hospital bill. All self pay patients who don't qualify for the organization's charity program, regardless of income, are eligible for a discount of 15% off the hospital's charge for general hospital services. Patients with family income between 200-300% of applicable FPG who have unpaid medical bills exceeding a specified percentage of the patient's annual gross income may be deemed medically indigent and eligible for charity care. The patient may be eligible for a charity adjustment up to 100% of the unpaid balance of their hospital bill in excess of a specified patient responsible amount if the patient has insufficient funds/assets to pay his hospital bill without incurring an undue financial hardship. The patient responsible amount is based on a percentage of the patient's annual income. A determination as to whether or not a patient has insufficient funds and/or assets to pay for purposes of determining both financial and medical indigence is made at the time a patient's charity care application is reviewed. Assets considered when determining eligibility include cash, stocks, bonds, land, savings and housing.
Calculating Charges	Pt V, Sec B, Ln 12h	See response to Part I, Line 3c and Part V Sec B, Line 11
Publicize FAP	Pt V, Sec B, Ln 14g
FAP Outreach	Pt V, Sec B, Ln 18e	For Rockwall Regional, Physicians Medical Center, Southlake Specialty, and Flower Mound, all uninsured patients who have not completed a charity care application are screened using analytics technology. Patients meeting the charity care qualifications using this methodology are granted a presumptive charity reduction and collection efforts will cease.
Determination of Charges	Pt V, Sec B, Ln 20d	USMD at Arlington and USMD at Fort Worth provide at least a 35% discount to self pay patients. The 35% discount is approximately the average discount provided to a non-government third party payer. Additionally, patients who qualify under the FAP maybe eligible for a charity adjustment up to 100% of their hospital bill. Sherman Grayson provides at least a 15% discount to self pay patients. Additionally, patients who qualify under the FAP may be eligible for a charity adjustment up to 100% of their hospital bill.
Needs Assessment	Pt VI, Ln 2	THR is the parent company of a healthcare system and is facilitating the implementation, during 2013, of the community health needs assessment for each of its wholly owned hospitals and its related joint venture hospitals.
Community Information	Pt VI, Ln 4	Texas Health does not operate a hospital. Therefore, there is no information to provide regarding a hospital service area.
Promotion of Community Health	Pt VI, Ln 5	Texas Health does not operate a hospital. The Schedule H reflects Texas Health's ownership interest in its taxable joint ventures which operate hospitals.
Affiliated Health Care System	Pt VI, Ln 6	The organization is part of the THR healthcare system. THR is one of the largest faith-based, nonprofit healthcare delivery systems in the U.S. and the largest in North TX in terms of patients served. The system of 14 wholly controlled hospitals includes an organization for medical research and education. The system also includes two foundations that foster philanthropic relationships which support the programs and services of the hospitals they support. The mission of the hospitals in the THR system is to improve the health of the people in the communities we serve. THR takes its responsibility to its communities seriously and invests charitable resources to promote good health and prevent disease. Not only does THR provide health care to those who do not have the means to pay, its hospitals also conduct a variety of programs designed to improve health and prevent illness in the community. The community health strategies of THR and its affiliated healthcare organizations are driven by community health needs, are community-based and include confronting health problems at the source and emphasize health promotion, disease prevention, and early treatment of illness.
State Community Benefit Report	Pt VI, Ln 7	The organization files a Texas Annual Statement of Community Benefit Standard. Texas has established a minimum level of charity care and community benefit that must be provided by nonprofit hospitals in order to retain their Texas tax-exempt status. The standard set by the state is met when charity care and community benefits are provided in a combined amount equal to at least five percent of the hospital's or hospital system's net patient revenue, provided that charity care and government-sponsored indigent health care are provided are at least four percent of net patient revenue. THR is the parent company of a healthcare system filing the combined community benefit report in Texas. THR reported other community benefit in this report. The data provided for Schedule H is THR's share of operations from its taxable joint ventures which operate hospitals in Texas. The taxable joint ventures are not required to file community benefit reports with the state of Texas.

Schedule H (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Texas Health Resources

Employer identification number
75-2702388

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) American Cancer Society 8901 Carpenter Freeway Dallas,TX75247	74-1185665	501(c)(3)	31,000	General Purpose
(2) American Diabetes Association 4101 Alpha Rd Dallas,TX75244	13-1623888	501(c)(3)	28,500	General Purpose
(3) Central TX Conference of United Methodist Churchs 464 Bailey Ave Fort Worth,TX76107	75-0851211	501(c)(3)	25,000	General Purpose
(4) Davey O'Brien Foundation 306 W Seventh St Fort Worth,TX76102	75-1620423	501(c)(3)	10,000	General Purpose
(5) DFW Hospital Council 250 Decker Drive Irving,TX75062	75-1254380	501(c)(3)	14,500	General Purpose
(6) March of Dimes 12660 coit Road Dallas,TX75251	13-1846366	501(c)(3)	45,500	General Purpose
(7) North TX Accountable Healthcare Pship 140 E 12th St Dallas,TX75203	27-3651426	501(c)(3)	25,000	General Purpose
(8) Parkland Foundation 27770 N Stemmons Fwy Dallas,TX75207	75-2089180	501(c)(3)	51,000	General Purpose
(9) Plano Independent School District 2700 W 15th St Plano,TX75075	75-2481906	501(c)(3)	5,090	General Purpose
(10) TX Health Harris Methodist Foundation 612 E Lamar Blvd Arlington,TX76011	75-2401033	501(c)(3)	16,500	General Purpose
(11) TX Health Presbyterian Foundation 612 E Lamar Blvd Arlington,TX76011	75-2022128	501(c)(3)	208,100	General Purpose
(12) Texas Medical Association 401 W 15th Street Austin,TX78701	74-1078510	501(c)(3)	8,250	General Purpose
(13) The Cooper Institute 12330 Preston Road Dallas,TX75230	23-7075529	501(c)(3)	10,000	General Purpose
(14) Wye River Group on Helathcare PO Box 1682 Austin,TX78767	74-3002171	501(c)(3)	15,000	General Purpose
(15) American Red Cross		501(c)(3)	10,000	General Purpose

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Procedures for Monitoring Grants	Part I, Line 2	Texas Health Resources (THR) receives various requests from the community for assistance. THR management reviews these requests to verify that they are benefiting the community and they are in agreement with THR's mission. The grants or assistance given by THR are generally to local organizations that have a longstanding record of benefiting the local community. Since the vast majority of the assistance given by THR is to local organizations, management is able to monitor the use of the funds using personal inspection. Many of the events are published in the local paper. Many are community wide events where THR employees attend, or work as volunteers or coordinators.

Schedule I (Form 990) 2012

Additional Data

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- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)HawthorneDouglas DCHIEF EXECUTIVE OFFICER	(i) (ii)	1,051,730	1,126,575	311,305	180,141	15,592	2,685,343	362,256
(2)Berdan BarclayEVP SR & COO THR	(i) (ii)	588,928	337,234	163,657	91,374	23,296	1,204,489	140,760
(3)HansonStephen CEVP ZONE OPERATIONS LEADER	(i) (ii)	572,815	332,314	138,598	80,648	23,147	1,147,522	150,033
(4)LongRonald REVP RSRC DEVL & DEPLOY & CFO	(i) (ii)	524,123	299,659	111,729	77,123	25,324	1,037,958	132,681
(5)AmparanOscar LEVP ZONE OPERATIONS LEADER	(i) (ii)	297,043 212,173	167,619 119,728	54,188 38,706	46,703 33,360	8,348 5,963	573,901 409,930	65,126 46,518
(6)SchollJonathan WadeEVP CHIEF STRATEGY OFFICER	(i) (ii)	492,666	159,511	87,130	145,502	20,024	904,833	32,019
(7)CanoseJeffrey LEVP ZONE OPERATIONS LEADER	(i) (ii)	250,195 178,711	125,159 89,399	53,443 38,174	39,288 28,063	10,512 7,508	478,597 341,855	39,022 27,873
(8)BoesCharlesEVP GENERAL COUNSEL	(i) (ii)	365,401	207,256	99,997	60,068	14,060	746,782	89,313
(9)BellBonnie LEVP PEOPLE & CULTURE	(i) (ii)	367,739	200,849	97,137	62,832	16,182	744,739	84,664
(10)KramerKenneth JSVP ASSOC GEN COUNSEL	(i) (ii)	236,576	101,817	59,331	70,750	26,539	495,013	40,686
(11)MitchellJohn DSVP BUSINESS DEVELOPMENT	(i) (ii)	209,594	43,454	66,550	34,933	21,003	375,534	159
(12)BerrettBritt REVP	(i) (ii)	493,661	531,254	106,567	84,234	20,310	1,236,026	289,725
(13)LesterMark CEVP ZONE CLINICAL LEADER	(i) (ii)	222,016 158,583	81,483 58,202	55,173 39,409	27,829 19,878	7,689 5,492	394,190 281,564	1,610 1,150
(14)BerenzweigHarold KEVP ZONE CLINICAL LEADER	(i) (ii)	213,777 152,698	47,686 34,062	44,699 31,928	39,941 28,529	9,387 6,705	355,490 253,922
(15)VargaDaniel WEVP SR & CHIEF CLINICAL OFFICE	(i) (ii)		250,000	250,000			500,000
(16)RansomElizabethEVP ZONE CLINICAL LEADER	(i) (ii)	225,886	6,160	61,404	11,450	11,215	316,115
(17)RyfaStanley RSVP Development	(i) (ii)	139,419	190,986	321,390	9,644	12,899	674,338	125,237
(18)VelascoFerdinand TVP & CHIEF HLTH INFO OFFIC THR	(i) (ii)	347,892	227,485	54,508	93,350	21,204	744,439	150,883
(19)MarxEdwardSVP CHIEF INFO OFFICER	(i) (ii)	366,202	162,023	86,415	40,706	23,647	678,993	61,700
(20)DennisStanley GSVP FINAN / CHIEF REV OFFICER	(i) (ii)	276,959	81,243	147,991	18,750	21,636	546,579	3,224
(21)GaidaJohn BSVP SUPPLY CHAIN MGMT	(i) (ii)	291,824	132,502	76,418	42,697	20,035	563,476	50,710
(22)GortiSudhakarVP CHIEF TECHNOLOGY OFFICER	(i) (ii)	164,358	24,349	296,242	7,132	22,513	514,594
(23)Shinkus ClarkJoan FrancesSVP CHIEF NURSING EXECUTIVE	(i) (ii)	312,021	105,805	48,625	35,660	17,588	519,699	37,417
(24)RoperJack RSVP FINANCE	(i) (ii)	267,772	120,308	75,804	40,589	15,666	520,139	47,092
(25)MimsKrystalPresident THPR	(i) (ii)	356,362	378,100	41,387	63,509	25,413	864,771	216,319
(26)KirbyMichelle RiddleSVP CHIEF HR OFFICER	(i) (ii)	254,386	107,520	57,655	44,264	7,376	471,201	41,202
(27)GwaltneyElaine BSVP Communications & Image	(i) (ii)	273,429	101,462	42,845	39,596	10,822	468,154	33,114
(28)TesmerDavid JSVP COMMUN ENGAG & ADVOCACY TH	(i) (ii)	263,557	95,024	52,900	46,300	12,592	470,373	35,498
(29)SaldanaLuis EduardoMEDICAL DIR	(i) (ii)	400,682		2,150	15,000	22,734	440,566
(30)HolmesKevin BSVP REAL ESTATE DEVL & DEPLOY	(i) (ii)	227,223	101,524	68,160	38,006	26,093	461,006	39,363
(31)AndersonSusan ElaineSVP & CHIEF COMPLIANCE OFFICER	(i) (ii)	226,334	96,412	56,426	37,051	853	417,076	38,282
(32)JonesRobert DouglasSVP TREASURER/CHIEF INVEST OFF	(i) (ii)	274,751	59,696	43,446	35,692	23,057	436,642	248
(33)PearsonGeorgeSVP MED STF AFFRS PHYS RLTNS	(i) (ii)	214,339	93,994	65,869	36,619	15,996	426,817	38,117
(34)McWhorterRicky ESVP FINANCE	(i) (ii)	234,328	66,242	70,589	37,771	7,419	416,349	9,504
(35)Stolz MichaelPresident THPG	(i) (ii)	373,992	247,616	118,646	58,358	15,359	813,971	116,629
(36)Ziesmann ThomasSVP COO THPG	(i) (ii)	356,587	184,326	52,130	135,018	28,219	756,280	39,104
(37)Peterson LisaSVP Chief Financial Officer	(i) (ii)	326,537	107,585	38,050	17,319	22,382	511,873	750
(38)Tabuena JoseVP THPG Compliance	(i) (ii)	88,377	60,395	249,072	6,623	14,448	418,915
(39)Soderstrom CarlDirector THPG	(i) (ii)	393,584	531,701	3,089	18,750	14,284	961,408
(40)Heighten ClayDirector THPG	(i) (ii)	390,150	531,701	3,064	18,750	22,737	966,402
(41)Myers LynneMedical Director	(i) (ii)	352,899		2,200	18,750	3,639	377,488

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
First Class Travel	Schedule J, Part I, Line 1a	THE CEO uses first class travel infrequently, upgrading to first class when available and/or possible to specific destinations where flights are overbooked by the airlines and passengers with coach tickets are not guaranteed to be on the specific flight booked.
Travel for Companions	Schedule J, Part I, Line 1a	The organization and/or related organizations allow spouses or guests to accompany an officer of the organization on business related travel. The value of the spouse/guest travel is included in the taxable compensation of the employee.
Gross-Up Payments	Schedule J, Part I, Line 1a	Certain imputed income is grossed-up to include the employment taxes paid on the listed person's behalf. The grossed up amount is included in the taxable compensation of the employee.
Discretionary Spending Account	Schedule J, Part I, Line 1a	Each Executive at the vice president level and above receives a perk allowance which is included in the taxable compensation of the employee.
Social Club Dues	Schedule J, Part I, Line 1a	The Foundation Presidents are reimbursed for social club dues. The portion of the dues allocable to personal use is included in the taxable compensation of these employees.
Personal Services	Schedule J, Part I, Line 1a	The CEO is provided financial planning and tax preparation services. These services are included in the taxable compensation of the CEO.
CEO Compensation	Schedule J, Part I, Line 3	Texas Health Resources (THR) uses the following methods to establish the compensation of the organization's CEO. * THR has a compensation committee comprised of external Board Members that review compensation philosophy and design. * THR Board hired independent compensation consultants. * THR & the independent compensation consultants utilize published third-party compensation surveys. * Written employment contract * Approval by the board and compensation committee An independent third party compensation consultant is hired by the THR Board of Trustees (Board) to review base pay annually as compared to a peer group of employers similar in size and scope to THR. Every three years the independent compensation consultant reviews all aspects of executive compensation (base, incentives, benefits, etc.) which includes: * Review and confirmation of the executive compensation philosophy. * Market review of base and incentive pay for all positions. National, regional, and local data is reviewed when available. * Market review of benefits and perquisites, * Interview of selected officers and members of the Governance Committee of the Board (Compensation Committee), and * Review of financial reports, job descriptions, organizational charts, current salaries, incentive opportunities, incentive payments, benefits, perquisites and plan documents. The independent third party compensation consultant meets directly with the executive compensation & benefits sub-committee which is made up of six independent Board members and the governance committee to report the results of the total compensation study. At the beginning of each year, the compensation committee reviews the results of the outside consultant's market analysis for base salaries, and makes recommendations to the Board and the Board approves the following for the CEO: * Base salary and benefits * Prior year executive annual incentive awards * Current year executive annual incentive plan targets, key performance indicators and potential payout amounts * Long-term inceptive award if cycle has ended * Long-term incentive plan targets, key performance indicators and potential payout amount if new cycle is staring, and * Employment agreement in years of renewal.
Severance Payments	Schedule J, Part I, Line 4a	The severance payment was paid out of the Separation Pay Plan of Texas Health Resources (THR), a related 501(c)(3) organization. THR's Separation Pay Plan provides payments to employees whose positions were eliminated by the organization based on the employee's years of services and the level of the affected position. The listed employees qualified for severance based on an involuntary separation from service without a comparable position being open and available at the time of separation. Richard Boyd $177,080 Stanley Ryfa $250,574
Nonqualified Retirement Plan	Schedule J, Part I, Line 4b	Participation in the plan is made available to a select group of management and highly compensated employees, as determined by the THR Board of Trustees, who are providing services to an employer in key positions of management and responsibility. Benefits are calculated for eligible employees when base pay and incentives exceed the IRS qualified plan compensation limit. SERP benefits vest while the participant is employed if the participant: reaches age 65, becomes disabled, dies, or reaches the following years of service: 2 years - 25%; 3 years -50%; 4 years - 75%; and 5 or more - 100%. For Frozen Restoration Accounts (account balances prior to 1/1/2010), the participant or beneficiary shall be taxed on his or her vested SERP benefits upon the earliest of: * Remaining employed by THR to age 68 * Termination of employment for disability or death * Involuntary termination of employment without reasonable cause; or * Satisfying a 24 month non-compete period following his or her termination of employment. Payment is made following the before mentioned events, except in the case of involuntary separations for which the participant must wait until after 24 months to receive the previously taxed benefit. For the Active Restoration Account (account balances after 12/31/2009) participants must be employed on Dec 1 to qualify for the current year's SERP amount unless separation is due to death, disability, retirement (age 65) or early retirement (age 60 or above with 15 or more years of service). SERP amounts are calculated each Dec 1; vested balances are taxed; and the net balances can begin accruing earnings. Vested balances are paid in cash lump sums within the 90 day period commencing upon the earlier of death, disability, or separation from service. THR owns any investments purchased in connection with its obligations under the SERP Plan. If THR becomes insolvent, executives are unsecured creditors and will have no preferred claim to any assets. Contribution to the following employees were made during the year. The amounts below are included in the amount reported on Sch J, Part II, Column B(III) and Column (F). Edward Marx $13,198 Jim Dunn $1,337 Joan Clark $3,473 Mark Lester $2,760 Jonathan Scholl $4,754 Robert Jones $248 Stanley Dennis $4,100 Britt Berrett $5,348

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Texas Health Resources

Employer identification number
75-2702388

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TAS2	05-31-2007	620,367,416	Refund 10/30/97 Issue Bonds		X		X		X
B	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TBE2	05-31-2007	102,323,221	Construction & Equip for Facility		X		X		X
C	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TCL5	10-30-2008	366,120,000	Refund 1/31/89 & Refund 5/14/03 Bo		X		X		X
D	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TEE9	11-23-2010	151,950,525	Redeem 10/30/08 Series D, F & G		X		X		X
	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551		11-30-2010	135,000,000	Construction & Equip Health Facili		X		X		X
	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TEH2	10-04-2012	50,000,000	Construction & Equipment Health Fa		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	0		0		190,065,000		0
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	620,432,581		109,908,750		366,264,054		151,950,525
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	617,372,104		0		327,900,000		150,425,000
7 Issuance costs from proceeds . . . . . . . . . . . .	3,060,477		529,732		1,868,320		1,525,525
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	0		109,379,018		36,495,734		0
11 Other spent proceeds . . . . . . . . . . . . . .	0		0		0		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2007		2009		2009		2010
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X	X		X
15 Were the bonds issued as part of an advance refunding issue? . . . . .	X			X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X			X	X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0.00000%		0.00000%		0.00000%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		0%		0%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?		X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X	X			X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X		X		X		X
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X		X	X			X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .		X		X		X		X
e Was a hedge terminated? . . . . . . .		X		X		X		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
Monitoring Procedures	0	The organization has established processes and procedures to ensure: All nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations section 1.141-12 and 1.145-2, To monitor the requirement of section 148, To ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations. Although the procedures have been drafted and are currently being implemented, they have not completed the formal approval process prescribed by THR. Although the procedures have been drafted and are currently being implemented, they have not completed the formal approval process prescribed by THR.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Texas Health Resources

Employer identification number
75-2702388

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TAS2	05-31-2007	620,367,416	Refund 10/30/97 Issue Bonds		X		X		X
B	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TBE2	05-31-2007	102,323,221	Construction & Equip for Facility		X		X		X
C	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TCL5	10-30-2008	366,120,000	Refund 1/31/89 & Refund 5/14/03 Bo		X		X		X
D	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TEE9	11-23-2010	151,950,525	Redeem 10/30/08 Series D, F & G		X		X		X
	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551		11-30-2010	135,000,000	Construction & Equip Health Facili		X		X		X
	Tarrant Cnty Cultural Education Facility Fin Corp	04-3833551	87638TEH2	10-04-2012	50,000,000	Construction & Equipment Health Fa		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	0		0		190,065,000		0
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	620,432,581		109,908,750		366,264,054		151,950,525
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0		0		0		0
5 Capitalized interest from proceeds . . . . . . . . . . .	0		0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . . .	617,372,104		0		327,900,000		150,425,000
7 Issuance costs from proceeds . . . . . . . . . . . .	3,060,477		529,732		1,868,320		1,525,525
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	0		109,379,018		36,495,734		0
11 Other spent proceeds . . . . . . . . . . . . . .	0		0		0		0
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2007		2009		2009		2010
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X		X	X		X
15 Were the bonds issued as part of an advance refunding issue? . . . . .	X			X		X		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X		X		X		X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X		X		X		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X			X	X		X

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .	X		X		X		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .	X		X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X		X		X		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		0%		0%		0%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	0%		0.00000%		0.00000%		0.00000%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0%		0%		0%		0%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?		X		X		X		X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X	X			X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X		X		X		X
b Exception to rebate? . . . . . . . .
c No rebate due? . . . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X		X	X			X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .		X		X		X		X
e Was a hedge terminated? . . . . . . .		X		X		X		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X		X
b Name of provider . . . . . . . . .	0		0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X		X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X		X		X		X

Part VI

Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).

Identifier	Return Reference	Explanation
Monitoring Procedures	0	The organization has established processes and procedures to ensure: All nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations section 1.141-12 and 1.145-2, To monitor the requirement of section 148, To ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations. Although the procedures have been drafted and are currently being implemented, they have not completed the formal approval process prescribed by THR. Although the procedures have been drafted and are currently being implemented, they have not completed the formal approval process prescribed by THR.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No
(1) Amparan Oscar	Officer	Split Dollar Life		X	383,824	343,303		No	Yes		Yes
(2) Anderson Elaine	Key Employee	Split Dollar Life		X	132,286	118,934		No	Yes		Yes
(3) Bell Bonnie	Officer	Split Dollar Life		X	292,408	285,071		No	Yes		Yes
(4) Berdan Barclay	Officer	Split Dollar Life		X	391,073	338,965		No	Yes		Yes
(5) Boes Charles	Officer	Split Dollar Life		X	339,306	315,982		No	Yes		Yes
(6) Bourland Ronald	Former Officer	Split Dollar Life		X	667,796	608,083		No	Yes		Yes
(7) Canose Jeffrey MD	Officer	Split Dollar Life		X	195,328	195,328		No	Yes		Yes
(8) Deegan Michael MD	Officer	Split Dollar Life		X	606,664	580,260		No	Yes		Yes
(9) Gaida John	Key Employee	Split Dollar Life		X	325,505	296,028		No	Yes		Yes
(10) Hanson Stephen	Officer	Split Dollar Life		X	633,598	633,598		No	Yes		Yes
(11) Hawthorne Douglas	Officer	Split Dollar Life		X	679,621	593,571		No	Yes		Yes
(12) Holmes Kevin	Key Employee	Split Dollar Life		X	126,284	122,651		No	Yes		Yes
(13) Kirby Michelle	Key Employee	Split Dollar Life		X	50,114	46,368		No	Yes		Yes
(14) Kramer Kenneth	Officer	Split Dollar Life		X	147,009	138,577		No	Yes		Yes
(15) Long Ronald	Officer	Split Dollar Life		X	462,774	462,774		No	Yes		Yes
(16) Pearson George	Key Employee	Split Dollar Life		X	301,931	285,329		No	Yes		Yes
(17) Roper Jack	Key Employee	Split Dollar Life		X	232,399	179,472		No	Yes		Yes
(18) Tesmer David	Key Employee	Split Dollar Life		X	118,239	114,742		No	Yes		Yes
(19) White Douglas A	Key Employee	Split Dollar Life		X	134,152	126,347		No	Yes		Yes
Total ...... $						5,785,383

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Cantey Hanger LLP	S. Tatum - Entity Owner	190,103	Legal Services		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Identifier	Return Reference	Explanation
Business Relationship	Part VI, Section A, Line 2	Texas Health Resources (THR) and its related organizations included in the THR healthcare system encourage employees to become involved in philanthropic endeavors in their communities. As a result, THR healthcare system employees who are serving as officers, board members, or key employees may, from time to time, also serve on the boards of various community organizations such as church boards, United Way, etc. There may be a business relationship as a result of multiple THR employees serving on the same community boards. THR employees serve as the corporate officers of each subsidiary organization. As THR system employees, all officers have a business relationship within the organizations of the THR healthcare system. THR also appoints system officers to the boards of various controlled joint ventures. As THR system employees, various officers of the organization may have a business relationship through serving on THR controlled joint venture boards.
Form 990 Filing	Part VI, Section B, Line 11b	A full copy of the Form 990 is provided to members of the governing board before filing. In addition, the Audit & Compliance Committee of the Texas Health Resources (THR) Board of trustees is given the opportunity to review, comment, and ask questions regarding the Form 990s filed for THR and each of its wholly controlled affiliates.
Conflict of Interest	Part VI, Section B, Line 12c	Texas Health Resources (THR) has adopted a Conflict of Interest Policy that applies to THR and all of its wholly owned or wholly controlled affiliates. During the first quarter of each fiscal year, a Duality and Conflict Statement Form is distributed by the THR Chief Compliance Officer to all persons who are covered by this policy. All disclosed conflicts are reviewed by the THR Chief Compliance Committee. A report, listing each reported Duality of Interest or Conflict of Interest is given to both the Chair of the Governing body and the President of the Corporation with which the reporting person is affiliated. The THR Board of Trustees receives a report when the Annual Disclosure process is complete.
Compensation Determination	Part VI, Section B, Line 15 a & b	Texas Health Resources (THR) uses the following methods to establish the compensation of the organization's CEO. * THR has a compensation committee comprised of external Board Members that review compensation philosophy and design. * THR Board hired independent compensation consultants. * THR & the independent compensation consultants utilize published third-party compensation surveys. * Written employment contract * Approval by the board and compensation committee An independent third party compensation consultant is hired by the THR Board of Trustees (Board) to review base pay annually as compared to a peer group of employers similar in size and scope to THR. Every three years the independent compensation consultant reviews all aspects of executive compensation (base, incentives, benefits, etc.) which includes: * Review and confirmation of the executive compensation philosophy. * Market review of base and incentive pay for all positions. National, regional, and local data is reviewed when available. * Market review of benefits and perquisites, * Interview of selected officers and members of the Governance Committee of the Board (Compensation Committee), and * Review of financial reports, job descriptions, organizational charts, current salaries, incentive opportunities, incentive payments, benefits, perquisites and plan documents. The independent third party compensation consultant meets directly with the executive compensation & benefits sub-committee which is made up of six independent Board members and the governance committee to report the results of the total compensation study. At the beginning of each year, the compensation committee reviews the results of the outside consultant's market analysis for base salaries, and makes recommendations to the Board and the Board approves the following for the CEO: * Base salary and benefits * Prior year executive annual incentive awards * Current year executive annual incentive plan targets, key performance indicators and potential payout amounts * Long-term inceptive award if cycle has ended * Long-term incentive plan targets, key performance indicators and potential payout amount if new cycle is staring, and * Employment agreement in years of renewal.
Public Disclosure	Part VI, Section C, Line 19	The organization does not make its governing documents or conflict of interest policy available to the public. The consolidated financial statements of Texas Health Resources (THR) are made available to the public on the website www.dacbond.com. Consolidated financial statements are posted to this website quarterly and the audited financial statements are posted annually. The financial statements of the wholly controlled affiliates of THR are not posted to the website nor are they generally made available to the public in any other manner.
Consolidated Financial Statements	Part XII, Line 2c	Texas Health Resources (THR) prepares consolidated financial statements with its related entities. The THR Board appoints an audit and compliance sub-committee that assumes responsibility for oversight of the consolidated audit for all related entities. The related entities do not have a separate audit committee, but abide by the THR committee's oversight. There has been no change during the year in the organizations oversight selection process.
Other Changes in Fund Balance	Part XI, Line 9	Treasury Share Adjustments $-764,340 Transfers to/from related IRC Section 501(c)(3) entities $7,979,374

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Texas Health Resources

Employer identification number

75-2702388

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) Texas Health Partners LLC 14131 Midway Rd Ste 1050 Addison,TX75001 02-0546958	Mgmt Co	TX	29,498,402	6,247,615	TH Resources
(2) Texas Health SingleSource Staffing LLC 612 E Lamar Blvd 14th Flr Arlington,TX76011 27-0324828	Staffing	TX	0	165,973	TH Resources
(3) THR-SCA Holdings LLC 612 E Lamar Blvd 14th Flr Arlington,TX76011 46-1096461	Holding Co	TX	742,354	16,334,845	TH Resources

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Harris Methodist Health System 612 E Lamar Blvd Arlington,TX76011 75-1823547	Support Org.	TX	501(c)(3)	11 Type 1	NA		No
(2) Johnson County Community Care Corp 612 E Lamar Blvd Arlington,TX76011 45-2793120	Support Org.	TX	501(c)(3)	11 Type 1	TH Cleburne		No
(3) Presbyterian Healthcare Resources 612 E Lamar Blvd Arlington,TX76011 51-0190395	Support Org.	TX	501(c)(3)	11 III FI	NA		No
(4) Texas Health Arlington Memorial Hospital 800 West Randol Mill Rd Arlington,TX76012 75-0972805	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(5) Texas Health Harris Methodist Foundation 612 E Lamar Blvd Arlington,TX76011 75-2401033	Fundraising	TX	501(c)(3)	9	TH Resources	Yes
(6) Texas Health Alliance 10864 Texas Health Trail Fort Worth,TX76244 45-1502252	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(7) Texas Health Azle 108 Denver Trail Azle,TX76020 75-1748586	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(8) Texas Health Cleburne 201 Walls Dr Cleburne,TX76033 75-1977850	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(9) Texas Health Fort Worth 1301 Pennsylvania Ave Fort Worth,TX76104 75-6001743	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(10) Texas Health Hurst-Euless-Bedford 1600 Hospital Parkway Bedford,TX76022 75-1438726	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(11) Texas Health Southwest Fort Worth 6100 Harris Parkway Fort Worth,TX76132 75-2678857	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(12) Texas Health Stephenville 411 Belknap Stephenville,TX76401 75-1752253	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(13) Texas Health Huguley Inc 11801 South Freeway Burleson,TX76028 45-2694620	Hospital	FL	501(c)(3)	3	TH Resources	Yes
(14) TX Health Outpatient Surg Ctr Alliance 10840 Texas Health Trail Fort Worth,TX76244 80-0800294	Hospital	TX	501(c)(3)	3	TH Alliance	Yes
(15) Texas Health Physicians Group 1301 Pennsylvania Ave Fort Worth,TX76104 75-2613493	Phys. Clinic	TX	501(c)(3)	11 Type 1	TH Resources	Yes
(16) Texas Health Presbyterian Foundation 612 E Lamar Blvd Arlington,TX76011 75-2022128	Fundraising	TX	501(c)(3)	9	TH Resources	Yes
(17) Texas Health Allen 1105 Central Expressway N Allen,TX75013 75-2890358	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(18) Texas Health Dallas 8200 Walnut Hill Ln Dallas,TX75231 75-1047527	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(19) Texas Health Denton 3000 North Interstate 35 Denton,TX76201 43-2008974	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(20) Texas Health Kaufman 850 Ed Hall Drive Kaufman,TX75142 75-2771437	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(21) Texas Health Plano 6200 W Parker Rd Plano,TX75093 75-2770738	Hospital	TX	501(c)(3)	3	TH Resources	Yes
(22) TX Health Research & Education Institute 612 E Lamar Blvd Arlington,TX76011 75-2562191	Edu& Research	TX	501(c)(3)	4	TH Resources	Yes
(23) Texas Health Resources 612 E Lamar Blvd Arlington,TX76011 75-2702388	Mgmt Supp Org	TX	501(c)(3)	11 III FI	NA		No
(24) TX Health Resources Self-Insurance Trust 612 E Lamar Blvd Arlington,TX76011 75-6335901	Insur Trust	TX	501(c)(3)	11 III FI	TH Resources	Yes
(25) TH Specialty Hospital Fort Worth 1301 Pennsylvania Ave Fort Worth,TX76104 75-1648589	LT Hospital	TX	501(c)(3)	3	TH Resources	Yes
(26) WW Ward Endowment Fund Trust 612 E Lamar Blvd Arlington,TX76011 75-6196065	Support Org.	TX	501(c)(3)	11 Type 1	TH Ft Worth	Yes
(27) Healthy Tarrant County Collaboration PO Box 8040 Fort Worth,TX76124 43-2087946	Support Org.	TX	501(c)(3)	11 Type 1	TH Resources	Yes
(28) Tarrant County Indigent Care Corporation 612 E Lamar Blvd Arlington,TX76011 26-0648532	Support Org.	TX	501(c)(3)	11 Type 1	NA		No
(29) Dallas County Indigent Care Corporation PO Box 655999 Dallas,TX75203 26-0610562	Support Org.	TX	501(c)(3)	11 Type 1	NA		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) AMH Cath Labs LLC 811 Wright St Arlington,TX76012 20-3003947	Hospital	TX	N/A
(2) Cleburne Imaging LLC 6301 Abrams Road Ste 131 Dallas,TX75231 46-0767278	Outpatient Diagno	TX	N/A
(3) Denton Surgery Center LLC 3000 Riverchase Galleria Ste 500 Birmingham,AL35244 47-0926556	Amb Surg Ctr	TX	TH Resources	Related	487,697	3,284,063		No	0	Yes		70.300 %
(4) Flower Mound Hospital Partners LLC 14131 Midway Rd Ste 1050 Addison,TX75001 26-0684968	Hospital	TX	TH Resources	Related	7,588,119	86,291,158		No	0		No	54.597 %
(5) Greenville Surgery Center Ltd 3000 Riverchase Galleria Ste 500 Birmingham,AL35244 74-2411643	Amb Surg Ctr	TX	N/A
(6) Health Imaging Partners LLC 8610 Explorer Drive Ste 300 Colorado Springs,CO80920 27-1385885	Outpatient Diagno	TX	TH Resources	Related	3,555,441	19,814,780		No	0		No	51.000 %
(7) Physician Medical Center LLC 14131 Midway Road Ste 1050 Addison,TX75001 48-1281376	Hospital	TX	TH Plano	Related	1,671,475	1,915,832		No	0		No	6.003 %
(8) Presbyterian Cancer Center-Dallas LLC 1221 Merit Dr Ste 500 Dallas,TX75251 26-0422749	Medical Mgmt	TX	N/A
(9) Rockwall Regional Hospital LLC 14131 Midway Rd Ste 1050 Addison,TX75001 20-2848116	Hospital	TX	TH Resources	Related	9,823,512	35,214,506		No	0	Yes		53.242 %
(10) ShermanGrayson Healthcare System LLC 2400 Dallas Pkwy Plano,TX75093 27-2025497	Hospital	TX	TH Resources	Related	-18,047,954	33,836,843		No	0		No	50.100 %
(11) Southlake Specialty Hospital LLC 14131 Midway Rd Ste 1050 Addison,TX75001 02-0555370	Hospital	TX	TH HEB	Related	1,060,455	1,771,799		No	0	Yes		6.112 %
(12) Surgical Caregivers of Fort Worth LP 3000 Riverchase Galleria Ste 500 Birmingham,AL35244 75-1925497	Amb Surg Ctr	TX	N/A
(13) Texas Health Flower Mound Orthopedic Sur 5000 Long Prairie Road Flower Mound,TX75028 80-0866449	Amb Surg Ctr	TX	TH Resources	Related	-242	1,677,029		No	0	Yes		51.000 %
(14) Texas Health MedSynergies LLC 12550 Corporate Drive Flr 3 Irvin Irving,TX75038 80-0272951	Mgmt Services	TX	Th Resources	Related	1,101,996	16,204,294		No	0		No	93.200 %
(15) Texas Health SingleSource Staffing LLC 612 E Lamar Blvd Ste 1400 Arlington,TX76011 27-0324828	Temp Staffing	TX	TH Resources	Related	-52,682			No	0	Yes		100.000 %
(16) Texas Institute for Surgery LLP 7715 Greenville Ave Ste 100 Dallas,TX75231 77-0628004	Hospital	TX	N/A
(17) THR-STT Rockwall ASC LLC 1545 E Southlake Blvd Southlake,TX76092 26-2429878	Amb Surg Ctr	TX	TH Resources	Related	603,051	1,597,671		No	0	Yes		51.000 %
(18) THR-STT Southlake ASC LLC 1545 E Southlake Blvd Southlake,TX76092 20-1728912	Amb Surg Ctr	TX	TH Resources	Related	1,146,331	1,921,443		No	0	Yes		51.000 %
(19) USMD Hospital at Arlington LP 801 I -20 West Arlington,TX76017 73-1662763	Hospital	TX	TH Resources	Related	8,436,038	32,366,892		No	0		No	51.000 %
(20) USMD Hospital at Fort Worth LP 6333 North State Hwy 161 Ste 200 Irving,TX75038 20-3571243	Hospital	TX	TH Resources	Related	3,773,853	7,217,547		No	0		No	51.000 %
(21) Women's Specialty Surgery Center 8230 Walnut Hill Ln Ste 101 Dallas,TX75231 26-2310072	Amb Surg Ctr	TX	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) AMH Health Ventures Inc 800 W Randol Mill Road Arlington,TX76012 75-2141114	Comp/Billing Svc	TX	N/A	C Corp
(2) Fort Worth Surgical Care Givers Inc 3000 Riverchase Galleria Ste 500 Birmingham,AL35244 62-1204446	Holding Company	TX	THR-SCA Holding	C Corp	116,488	1,299,339	100.000 %	Yes
(3) Greenville Surgery Center Inc 3000 Riverchase Galleria Ste 500 Birmingham,AL35244 75-2123689	Holding Company	TX	THR-SCA Holding	C Corp	0	1,586,811	100.000 %	Yes
(4) Texas Health Biomedical Advancement Ctr 612 E Lamar Blvd Arlington,TX76011 75-2636884	Inactive	TX	N/A	C Corp
(5) Texas Health Resources Casualty Company 612 E Lamar Blvd Arlington,TX76011 03-0310676	Insurance	VT	TH Resources	C Corp	19,978	309,088	100.000 %	Yes
(6) Charitable Remainder Trusts (4) 612 E Lamar Blvd Arlington,TX76011	CR Trust	TX	TH Resources	Trust

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Texas Health Fort Worth	a	2,913,753	Contract
(2) Texas Health HEB	a	902,285	Contract
(3) Texas Health Dallas	a	776,454	Contract
(4) Texas Health Plano	a	2,210,537	Contract
(5) Texas Health Presbyterian Foundation	a	146,991	Contract
(6) Texas Health Harris Methodist Foundation	a	54,434	Contract
(7) Texas Health Allen	a	374,987	Contract
(8) Texas Health Kaufman	a	31,220	Contract
(9) Texas Health Physician Group	a	6,203,132	Contract
(10) Texas Health Research & Education Institute	a	224,266	Contract
(11) Texas Health Stephenville	a	121,987	Contract
(12) Texas Health Azle	a	355,278	Contract
(13) Texas Health Denton	a	1,850,621	Contract
(14) Texas Health Alliance	a	139,601	Contract
(15) Texas Health Outpatient Surg Ctr Alliance	a	229,458	Contract
(16) Womens Specialty Surgery Center	a	317,704	Contract
(17) Flower Mound Hospital Partners LLC	m	135,199	Contract
(18) Health Imaging Partners LLC	m	53,492	Contract
(19) Rockwall Regional Hospital LLC	m	157,089	Contract
(20) Southlake Specialty Hospital	m	168,045	Contract
(21) AMH Cath Labs LLC	l	2,598,997	Contract
(22) USMD Hospital at Fort Worth LP	m	90,648	Contract
(23) TH Flower Mound Orthopedic Surgery Center	r	1,677,271	JV Agreement
(24) ShermanGrayson Healthcare System LLC	r	4,607,999	JV Agreement
(25) THR-STT Rockwall ASC	r	1,831,091	JV Agreement
(26) THR-STT Southlake ASC	r	5,871,585	JV Agreement
(27) Denton Surgery Center	s	303,000	JV Agreement
(28) Flower Mound Hospital Partners	s	1,746,383	JV Agreement
(29) Health Imaging Partners	s	2,856,347	JV Agreement
(30) Physician Medical Center	s	1,607,299	JV Agreement
(31) Rockwall Regional Hospital	s	3,726,546	JV Agreement
(32) Southlake Specialty Hospital	s	921,762	JV Agreement
(33) THR-STT Rockwall ASC	s	596,854	JV Agreement
(34) THR-STT Southlake ASC	s	1,225,564	JV Agreement
(35) USMD Hospital at Arlington LP	s	4,595,711	JV Agreement
(36) USMD Hospital at Fort Worth LP	s	509,650	JV Agreement

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Through its affiliates, THR operates an integrated healthcare system with services and facilities throughout North Central Texas.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	16
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	14
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	2,616
6	Total number of volunteers (estimate if necessary) .............	6	400
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	2,191,729
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	87,735

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	732,258	2,796,542
9	Program service revenue (Part VIII, line 2g) .........	390,970,044	434,611,242
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	97,151,597	84,338,535
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	6,264,971	3,139,197
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	495,118,870	524,885,516
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,285,576	587,640
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	193,430,592	216,755,747
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	437,717	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	242,537,247	224,176,711
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	437,691,132	441,520,098
19	Revenue less expenses. Subtract line 18 from line 12.......	57,427,738	83,365,418
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,406,057,455	3,011,378,838
21	Total liabilities (Part X, line 26).............	2,481,174,019	2,880,540,341
22	Net assets or fund balances. Subtract line 21 from line 20.....	-75,116,564	130,838,497

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 441,520,098 including grants of $ 587,640 ) (Revenue $ 425,700,173 )
	Founded in 1997, Texas Health Resources (THR) provides direction and oversight to its wholly-controlled affiliates. The range of centralized services provided by THR include information services, managed care contracting, human resources ,revenue cycle, legal, tax, compliance, supply chain, qualify business development, insurance, treasury, marketing, general accounting, and strategic planning. THR also operates professional office buildings leased primarily to physicians who are members of the medical staff of THR affiliated hospitals. THR also operates, manages and coordinates through Texas Health Physicians Group (THPG), a wholly owned affiliate of THR. THPG is a network of primary and specialty care physician practices providing the north Texas area community access to qualify health care delivered either through an office setting or through a hospital program.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses441,520,098

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Allen MD Bohn........................................................................ Trustee	3.0 .......................	X		0
(2) Bass Anne........................................................................ Chairman	3.0 .......................	X
(3) Beavers DMin Jay........................................................................ Trustee	3.0 .......................	X
(4) Bloemendal MD Lee........................................................................ Trustee	3.0 .......................	X
(5) Cravens Tom........................................................................ Trustee	3.0 .......................	X
(6) Ferguson III John........................................................................ Trustee	3.0 .......................	X
(7) Greene Richard........................................................................ Trustee	3.0 .......................	X
(8) Hardesty DO Glenn........................................................................ Trustee	3.0 .......................	X		48,826	39,881
(9) Hunt Hunter........................................................................ Trustee	3.0 .......................	X
(10) Jarvis Feliz........................................................................ Trustee	3.0 .......................	X
(11) Kelley Terry........................................................................ Trustee	3.0 .......................	X
(12) McDermott Grace........................................................................ Trustee	3.0 .......................	X
(13) Roberts Leonard........................................................................ Trustee	3.0 .......................	X
(14) Stripling MD Dennis........................................................................ Trustee	3.0 .......................	X
(15) Tatum Stephen........................................................................ Trustee	3.0 .......................	X
(16) Turner Wesley........................................................................ Trustee	3.0 .......................	X
(17) HawthorneDouglas D........................................................................ CHIEF EXECUTIVE OFFICER	40.0 .......................		X	2,489,610		195,733

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Berdan Barclay........................................................................ EVP SR & COO THR	40.0 .......................	X			1,089,819		114,670
(19) HansonStephen C........................................................................ EVP ZONE OPERATIONS LEADER	40.0 .......................	X			1,043,727		103,795
(20) LongRonald R........................................................................ EVP RSRC DEVL & DEPLOY & CFO	40.0 .......................	X			935,511		102,447
(21) AmparanOscar L........................................................................ EVP ZONE OPERATIONS LEADER	40.0 .......................	X			518,850	370,607	94,374
(22) SchollJonathan Wade........................................................................ EVP CHIEF STRATEGY OFFICER	40.0 .......................	X			739,307		165,526
(23) CanoseJeffrey L........................................................................ EVP ZONE OPERATIONS LEADER	40.0 .......................	X			428,797	306,284	85,371
(24) BoesCharles........................................................................ EVP GENERAL COUNSEL	40.0 .......................	X			672,654		74,128
(25) BellBonnie L........................................................................ EVP PEOPLE & CULTURE	40.0 .......................	X			665,725		79,014
(26) KramerKenneth J........................................................................ SVP ASSOC GEN COUNSEL	40.0 .......................	X			397,724		97,289
(27) MitchellJohn D........................................................................ SVP BUSINESS DEVELOPMENT	40.0 .......................	X			319,598		55,936
(28) BerrettBritt R........................................................................ EVP	40.0 .......................	X				1,131,482	104,544
(29) LesterMark C........................................................................ EVP ZONE CLINICAL LEADER	40.0 .......................	X			358,672	256,194	60,888
(30) BerenzweigHarold K........................................................................ EVP ZONE CLINICAL LEADER	40.0 .......................	X			306,162	218,688	84,562
(31) VargaDaniel W........................................................................ EVP SR & CHIEF CLINICAL OFFICE	40.0 .......................	X			500,000
(32) RansomElizabeth........................................................................ EVP ZONE CLINICAL LEADER	40.0 .......................	X			293,450		22,665
(33) DeeganMichael J........................................................................ EVP Chief Clin & Qual Officer	40.0 .......................	X			135,547
(34) RyfaStanley R........................................................................ SVP Development	40.0 .......................		X		651,795		22,543
(35) VelascoFerdinand T........................................................................ VP & CHIEF HLTH INFO OFFIC THR	40.0 .......................		X		629,885		114,554
(36) MarxEdward........................................................................ SVP CHIEF INFO OFFICER	40.0 .......................		X		614,640		64,353
(37) DennisStanley G........................................................................ SVP FINAN / CHIEF REV OFFICER	40.0 .......................		X		506,193		40,386
(38) GaidaJohn B........................................................................ SVP SUPPLY CHAIN MGMT	40.0 .......................		X		500,744		62,732
(39) GortiSudhakar........................................................................ VP CHIEF TECHNOLOGY OFFICER	40.0 .......................		X		484,949		29,645
(40) Shinkus ClarkJoan Frances........................................................................ SVP CHIEF NURSING EXECUTIVE	40.0 .......................		X		466,451		53,248
(41) RoperJack R........................................................................ SVP FINANCE	40.0 .......................		X		463,884		56,255
(42) MimsKrystal........................................................................ President THPR	40.0 .......................		X		775,849		88,922
(43) KirbyMichelle Riddle........................................................................ SVP CHIEF HR OFFICER	40.0 .......................		X		419,561		51,640
(44) GwaltneyElaine B........................................................................ SVP Communications & Image	40.0 .......................		X		417,736		50,418
(45) TesmerDavid J........................................................................ SVP COMMUN ENGAG & ADVOCACY TH	40.0 .......................		X		411,481		58,892
(46) SaldanaLuis Eduardo........................................................................ MEDICAL DIR	40.0 .......................		X		402,832		37,734
(47) HolmesKevin B........................................................................ SVP REAL ESTATE DEVL & DEPLOY	40.0 .......................		X		396,907		64,099
(48) AndersonSusan Elaine........................................................................ SVP & CHIEF COMPLIANCE OFFICER	40.0 .......................		X		379,172		37,904
(49) JonesRobert Douglas........................................................................ SVP TREASURER/CHIEF INVEST OFF	40.0 .......................		X		377,893		58,749
(50) Stolz Michael........................................................................ President THPG	40.0 .......................2.0		X		740,254		73,717
(51) Ziesmann Thomas........................................................................ SVP COO THPG	40.0 .......................2.0		X		593,043		163,237
(52) Peterson Lisa........................................................................ SVP Chief Financial Officer	40.0 .......................2.0		X		472,172		39,701
(53) Tabuena Jose........................................................................ VP THPG Compliance	40.0 .......................2.0		X		397,844		21,071
(54) PearsonGeorge........................................................................ SVP MED STF AFFRS PHYS RLTNS	40.0 .......................			X	374,202		52,615
(55) McWhorterRicky E........................................................................ SVP FINANCE	40.0 .......................			X	371,159		45,190
(56) Soderstrom Carl........................................................................ Director THPG	40.0 .......................			X	928,374		33,034
(57) Heighten Clay........................................................................ Director THPG	40.0 .......................			X	924,915		41,487
(58) Myers Lynne........................................................................ Medical Director	40.0 .......................			X	355,099		22,389

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	24,001,013	2,323,136	2,825,457

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		535,120
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		2,261,422

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			2,796,542
			Business Code
2a	MANAGEMENT FEE		541610	353,428,786	352,917,405	511,381
b	RENTAL FEE			56,719,536	56,719,536
c	JV ACTIVITY		541900	23,204,215	23,263,468	-59,253
d	PATIENT REVENUE			5,240	5,240
e	ELECTRONIC HEALTH RECORDS			1,253,465	1,253,465
f	All other program service revenue .
g	Total. Add lines 2a–2f........			434,611,242
3	Investment income (including dividends, interest, and other similar amounts).......			57,215,719			57,215,719
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			1,021,808			1,021,808
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	1,077,786,681	7,080
b	Less: cost or other basis and sales expenses	1,050,144,673	526,272
c	Gain or (loss)	27,642,008	-519,192
d	Net gain or (loss)..........			27,122,816
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	TLECOMMUNICATIONS		519100	1,736,218		1,736,218
b	COMMISSIONS			13,965			13,965
c	GUARANTEE FEE			89,506	89,506
d	All other revenue ....			277,700	274,317	3,383
e	Total. Add lines 11a–11d ......			2,117,389
12	Total revenue. See Instructions......			524,885,516	434,522,937	2,191,729	58,251,492


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			-7,056,365	1	-1,847,284
2	Savings and temporary cash investments .........			231,515,599	2	349,515,002
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			14,674,731	4	18,031,017
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				7,945,773	5	5,785,383
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			9,144,944	7	13,006,350
8	Inventories for sale or use ..............			58,285	8	58,285
9	Prepaid expenses and deferred charges ..........			35,388,739	9	28,015,016
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	619,827,906
b	Less: accumulated depreciation .....	10b	291,000,900	291,625,849	10c	328,827,006
11	Investments—publicly traded securities ..........			1,655,681,911	11	1,996,776,826
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			83,583,632	13	142,354,058
14	Intangible assets ...............			19,317,803	14	19,066,146
15	Other assets. See Part IV, line 11 ...........			64,176,554	15	111,791,033
16	Total assets. Add lines 1 through 15 (must equal line 34)......			2,406,057,455	16	3,011,378,838
17	Accounts payable and accrued expenses .........			137,961,639	17	175,000,966
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			1,086,581,412	20	1,163,090,396
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	107,491,851
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			1,256,630,968	25	1,434,957,128
26	Total liabilities. Add lines 17 through 25.........			2,481,174,019	26	2,880,540,341
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			-75,310,610	27	130,838,497
28	Temporarily restricted net assets ...........			194,046	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			-75,116,564	33	130,838,497
34	Total liabilities and net assets/fund balances ........			2,406,057,455	34	3,011,378,838