Form990
Click to see attachment
Department of the Treasury
Internal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

MediumBullet The organization may have to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0047
2012
Open to Public Inspection
A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013
BCheck if applicable:
CName of organization
HealthTexas Provider Network
 
Doing Business As
 
 
Number and street (or P.O. box if mail is not delivered to street address)
2001 Bryan Street No 2200
 
Room/suite
City or town, state or country, and ZIP + 4
Dallas, TX752013005
D Employer identification number

75-2536818
E Telephone number

G Gross receipts $ 475,964,560
F Name and address of principal officer:
Sarah Gahm
8080 N C Expwy Ste 1700
Dallas,TX75206
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.BaylorHealth.com
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1994
M State of legal domicile: TX
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: To achieve excellence in the delivery of accessible, cost-effective, quality health care and demonstrated customer satisfaction that delivers value to patients, payers and the community.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 19
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 0
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 3,228
6 Total number of volunteers (estimate if necessary) ............. 6 0
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 161,500
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 31,042
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 30,281,347 44,684,759
9 Program service revenue (Part VIII, line 2g) ......... 377,397,870 430,987,864
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... -127,481 -138,940
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 0 0
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 407,551,736 475,533,683
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 0 0
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) 276,284,779 335,769,298
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 138,864,916 132,692,665
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 415,149,695 468,461,963
19 Revenue less expenses. Subtract line 18 from line 12....... -7,597,959 7,071,720
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 80,333,536 89,496,637
21 Total liabilities (Part X, line 26)............. 53,537,110 54,635,166
22 Net assets or fund balances. Subtract line 21 from line 20..... 26,796,426 34,861,471
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: To achieve excellence in the delivery of accessible, cost effective, quality health care and demonstrated customer satisfaction that delivers value to patients, payers, and the community in partnership with Baylor Health Care System.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 420,988,600 including grants of $   ) (Revenue $ 430,987,864 )
See Schedule OHealthTexas Provider Network (HTPN) provides quality medical health care and health care education to North Texas residents and is a key component in fulfilling the overall charitable mission of its sole member, Baylor Health Care System (BHCS). During the year, HTPN employed more than 633 physicians and 130 non-physician providers providing primary and specialty health care services at 235 locations throughout the community. HTPN is comprised of 70 primary care centers, 116 specialty care centers, 9 physiatric medicine centers, 3 pulmonology critical care centers, 7 hospitalists programs, 42 specialty satellite clinics including 9 liver disease outreach centers, 1 kidney outreach center, 26 cardiovascular care sites, 5 advanced heart failure clinics, 3 senior health centers and a family practice residency program. In addition to providing access to primary care, HTPN has 27 specialty services to meet the health care needs of the community that include breast surgery, cardiovascular care, critical care, dermatology, endocrinology, gastroenterology, general surgery, geriatrics, gynecology, headache, hepatology, neurology, neuro-oncology, neurosurgery, obstetrics, oncology, otolaryngology, orthopedics, orthopedic trauma, pulmonology, radiosurgery, rheumatology, thoracic surgery, transplant services, urogynecology, urology, and vascular surgery. HTPN had more than 1.9 million patient encounters during the year and provided health care to more than 139,000 new patients. HTPN is committed to offering access to quality health care including providing free or discounted health care to the indigent, the underserved population and persons covered by government sponsored indigent health care and other government sponsored programs. As part of its mission and charitable purpose, HTPN develops, implements and operates innovative strategies and programs that create access to health services, provide equitable care and improves health outcomes for the indigent and the medically underserved population. These activities include wellness programs, community education programs, special programs for the elderly, handicapped and medically underserved and a variety of broad community support activities. Several of these programs are outlined below. The Volunteers-in-Medicine program is HTPN's community service campaign. Since 1998, the Volunteers-in-Medicine program has provided HTPN physicians and staff with opportunities to take part in meaningful volunteerism both locally and abroad. Through a number of innovative programs, HTPN physicians and staff donate time, services, and money to improve the health status of the medically underserved, provide physician leadership throughout the community, support HTPN's charitable mission and create a culture of service throughout the organization. Since 2001, HTPN has operated a group of charitable clinics known as the Baylor Community Care network. Baylor Community Care clinics are designed to provide primary care access to uninsured and underserved populations served by BHCS, many following discharge from BHCS hospitals. The Baylor Community Care strategy aims to reduce avoidable hospital utilization and costs by providing patients with comprehensive primary care services, chronic disease education, and community-based care coordination. During the fiscal year ending June 30, 2013, the Baylor Community Care consisted of eight primary care sites providing a medical home for approximately 10,467 patient encounters. Baylor Community Care will open its 9th location in FY '14.A unique component of the Baylor Community Care network is the Vulnerable Patient Network (VPN), a program designed to provide home-based primary care and social support services to underserved patients with complex medical and social needs. Utilizing a multidisciplinary team of physicians, nurse practitioners, social workers, and community health workers, the VPN is able to assist home-bound patients and their families following discharge from BHCS hospitals.
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 expensesMediumBullet420,988,600
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part IClick to see attachment..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part IIClick to see attachment........
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part IIIClick to see attachment............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIClick to see attachment.......
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment.................
12a
 
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II...
21
 
No
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
 
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................... Click to see attachment
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment
28b
Yes
 
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment
35b
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V ...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
373
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
3,228
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
 
No
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
Form 990 (2012)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI ...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
19
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
0
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
Yes
 
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletPam Peiffer8080 N Central Suite 1700DallasTX75206 (972) 860-8609
Form 990 (2012)
Form 990 (2012)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII ...............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) Howard Derrick III MD........................................................................
Director
 40.00
.......................   		X           447,009 0 18,015
(2) Gary Hoss MD........................................................................
Director
 40.00
.......................   		X           431,247 0 64,035
(3) Alan Jones MD........................................................................
Director
 40.00
.......................   		X           991,597 0 105,973
(4) Rainer Khetan MD........................................................................
Director
 40.00
.......................   		X           269,839 0 12,759
(5) Goran Klintmalm MD........................................................................
Director
 40.00
.......................   		X           1,797,837 0 129,993
(6) Michael Massey MD........................................................................
Director
 40.00
.......................   		X           273,896 0 29,178
(7) James Murphy Jr MD........................................................................
Director
 40.00
.......................   		X           384,687 0 35,931
(8) Richard Naftalis MD........................................................................
Director
 40.00
.......................   		X           1,145,562 0 60,790
(9) Charlie Risinger MD........................................................................
Vice Chairman
 40.00
.......................   		X           288,924 0 44,136
(10) Joyce Stroud DO........................................................................
Director
 40.00
.......................   		X           343,165 0 61,064
(11) Jill Studley MD........................................................................
Director
 40.00
.......................   		X           284,280 0 44,018
(12) Sharon Tucker MD........................................................................
Secretary
 40.00
.......................   		X           299,481 0 31,460
(13) Brent Walker DO........................................................................
Treasurer
 40.00
.......................   		X           98,012 0 24,911
(14) Amy Wilson MD........................................................................
Director
 40.00
.......................   		X           304,318 0 28,577
(15) F David Winter MD........................................................................
President
 40.00
.......................   		X   X       777,935 0 76,176
(16) Raymon Aggarwal MD........................................................................
Director
 40.00
.......................   		X           631,789 0 34,376
(17) Tom Long MD........................................................................
Director
 40.00
.......................   		X           425,210 0 49,377
Form 990 (2012)
Form 990 (2012)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(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
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) David Bragg MD........................................................................
Director
 40.00
.......................   		X           754,133 0 67,777
(19) John Bousquet MD........................................................................
Director
 40.00
.......................   		X           345,074 0 69,921
(20) Cindy DeCoursin........................................................................
Chief Operating Officer
 40.00
.......................   		    X       394,146 0 93,455
(21) Pam Peiffer........................................................................
VP Finance
 40.00
.......................   		    X       268,554 0 28,203
(22) Sarah Gahm........................................................................
Chief Administrative Offic
 40.00
.......................   		    X       505,598 0 122,718
(23) Michael Carley MD........................................................................
Physician
 40.00
.......................   		        X   1,414,531 0 39,085
(24) Michael Mack MD........................................................................
Physician
 40.00
.......................   		        X   1,151,755 0 38,179
(25) William Ryan MD........................................................................
Physician
 40.00
.......................   		        X   1,272,702 0 37,070
(26) Rodney Fritz........................................................................
Physician
 40.00
.......................   		        X   1,901,383 0 34,737
(27) Michael Green MD........................................................................
Physician
 40.00
.......................   		        X   1,323,807 0 31,281
(28) William Roberts........................................................................
Former Officer
 0.00
.......................40.00 		          X 0 689,262 149,809
(29) Carl Couch MD........................................................................
Former Chairman
 0.00
.......................40.00 		          X 0 676,024 80,230


1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 18,526,471 1,365,286 1,643,234
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet625
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
Baylor Health Care System2001 Bryan St Ste 2200DallasTX75201 Management Services 24,173,473
MED3000P O Box 1236ButlerPA16003 Billing Services 11,744,480
Clinical Pathology4555 Excel Pkwy Ste 300AddisonTX75001 Lab Services 4,579,091
Peck Construction LLC2137 E Hickory HillArgyleTX76226 Construction 2,683,821
Medco Construction2001 Bryan St Ste 2200DallasTX75201 Construction 1,049,707
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet43
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d 44,684,759
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 44,684,759
Program Service Revenue Business Code
2a Patient Care Revenue 621110 370,806,887 370,806,887    
b Clinical Coverage/Fund 621990 41,418,307 41,418,307    
c Medical Director Fees 541900 6,446,176 6,446,176    
d Corporate Services 561000 6,268,454 6,268,454    
e EMR Revenue 900099 4,016,706 4,016,706    
f All other program service revenue . 2,031,334 1,869,834 161,500  
g Total. Add lines 2a–2f........MediumBullet 430,987,864
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 222,660     222,660
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties...........MediumBullet        
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 46,777 22,500
b Less: cost or other basis and sales expenses 39,987 390,890
c Gain or (loss) 6,790 -368,390
d Net gain or (loss)..........MediumBullet -361,600     -361,600
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..MediumBullet      
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...MediumBullet        
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..MediumBullet        
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet  
12 Total revenue. See Instructions......MediumBullet 475,533,683 430,826,364 161,500 -138,940
Form 990 (2012)
Form 990 (2012)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............
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    
2 Grants and other assistance to individuals in the United States. See Part IV, line 22    
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16    
4 Benefits paid to or for members    
5 Compensation of current officers, directors, trustees, and key employees .... 1,746,924   1,746,924  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 13,212,607 13,212,607    
7 Other salaries and wages 273,994,062 262,500,979 11,493,083  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 7,869,638 7,523,884 345,754  
9 Other employee benefits ....... 24,790,600 21,097,586 3,693,014  
10 Payroll taxes ........... 14,155,467 13,366,264 789,203  
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 23,294   23,294  
c Accounting ...........        
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ......        
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 38,524,792 17,537,923 20,986,869  
12 Advertising and promotion .... 971,060 852,770 118,290  
13 Office expenses ....... 15,653,177 9,873,160 5,780,017  
14 Information technology ...... 8,624,340 8,624,340    
15 Royalties ..        
16 Occupancy ........... 25,475,998 24,138,708 1,337,290  
17 Travel ............ 1,219,750 1,116,553 103,197  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 1,449,051 1,401,276 47,775  
20 Interest ........... 760,834 760,834    
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 6,610,360 5,902,881 707,479  
23 Insurance .............. 133,033 16,971 116,062  
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 Medical Supplies 32,207,532 32,207,532    
b Meals & Entertainment 326,469 278,637 47,832  
c Taxes (Property/Excise) 299,541 298,046 1,495  
d Special Functions 240,611 191,711 48,900  
e All other expenses 172,823 85,938 86,885  
25 Total functional expenses. Add lines 1 through 24e 468,461,963 420,988,600 47,473,363 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 MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 33,607 1 32,531
2 Savings and temporary cash investments ......... 451,560 2 459,305
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 27,305,207 4 31,353,972
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5  
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
  6  
7 Notes and loans receivable, net .............   7  
8 Inventories for sale or use ..............   8 33,811
9 Prepaid expenses and deferred charges .......... 389,403 9 258,270
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 70,636,950
b Less: accumulated depreciation ..... 10b 40,126,200 25,463,170 10c 30,510,750
11 Investments—publicly traded securities .......... 22,023,615 11 22,523,823
12 Investments—other securities. See Part IV, line 11 .....   12  
13 Investments—program-related. See Part IV, line 11 .....   13  
14 Intangible assets ............... 1,173,453 14 1,916,197
15 Other assets. See Part IV, line 11 ........... 3,493,521 15 2,407,978
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 80,333,536 16 89,496,637
Liabilities 17 Accounts payable and accrued expenses ......... 21,665,914 17 22,001,758
18 Grants payable .................   18  
19 Deferred revenue ................ 6,619,230 19 8,378,070
20 Tax-exempt bond liabilities .............   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D..   21  
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..........   22  
23 Secured mortgages and notes payable to unrelated third parties .. 5,752,161 23 5,902,601
24 Unsecured notes and loans payable to unrelated third parties ....   24  
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.................... 19,499,805 25 18,352,737
26 Total liabilities. Add lines 17 through 25......... 53,537,110 26 54,635,166
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 26,746,970 27 34,512,355
28 Temporarily restricted net assets ........... 49,456 28 349,116
29 Permanently restricted net assets ...........   29  
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet 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 ........... 26,796,426 33 34,861,471
34 Total liabilities and net assets/fund balances ........ 80,333,536 34 89,496,637
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
475,533,683
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
468,461,963
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
7,071,720
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
26,796,426
5
Net unrealized gains (losses) on investments ...............
5
2,346,146
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-1,352,821
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
34,861,471
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
 
No
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits
3b
 
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
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.
right arrow 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
HealthTexas Provider Network
 
Employer identification number

75-2536818
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.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
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.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
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)
 
 
h
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
Yes No Yes No Yes No
Total                  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
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) right arrow (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) right arrow (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).            
12
12
 
13
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
14
14
 
15
15
 
16a
b
17a
b
18
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
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) right arrow (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) right arrow (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.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
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:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
HealthTexas Provider Network
 
Employer identification number

75-2536818
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




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
Special Rules
......................... 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
HealthTexas Provider Network
  		Employer identification number

75-2536818
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


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
 
 
 

     
 
   

$  


(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
HealthTexas Provider Network
  		Employer identification number

75-2536818
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
HealthTexas Provider Network
  		Employer identification number

75-2536818
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 (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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:  
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
HealthTexas Provider Network
 
Employer identification number

75-2536818
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$  
3
Volunteer hours ........................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
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

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 Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(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? ......................................

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


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)
No
Yes
(b)
Amount
1
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:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
Yes
 
10,322
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
110,229
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
 
No
 
j
Total. Add lines 1c through 1i ...............................
120,551
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
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
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
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."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
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? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
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
Part IV, Supplemental Information:   Statement Regarding Legislative Activity Health care policy is critical to all Americans, and HealthTexas Provider Network ("HTPN") believes that health care providers must participate in forming health care policy by interacting with national, state and local representatives and their staff members to help them better understand the complexities and ramifications of key health care policies including, without limitation, those related to uninsured and indigent patient needs as well as the legislative and regulatory needs to assure the delivery of cost-efficient, quality health care. HTPN has established relationships with persons and industry associations that often communicate HTPN's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, HTPN may attempt to educate the local community on certain legislative initiatives that may impact HTPN's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. HTPN has not intervened in any political campaign.
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet 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
HealthTexas Provider Network
 
Employer identification number

75-2536818
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 ........    
5
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? ............
6
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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
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.
Held at the End of the 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  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
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)? .......................................
9
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.
1a
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.
b
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 $  
2
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:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
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

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
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):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
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 ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
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 (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................   35,027,446 14,508,018 20,519,428
c Leasehold improvements ............        
d Equipment ................   35,609,504 25,618,182 9,991,322
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 30,510,750
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other 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.)Small Bullet  
Part VIII
Investments—Program 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.)Small Bullet  
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.)...........Small Bullet  
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
Deferral-Post Retirement Benefits 14,930,698
Elected Deferral Payable 5,180
Noncompete Fund Payable 3,416,859






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 18,352,737
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

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
Description of Uncertain Tax Positions Under FIN 48: Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in Baylor Health Care System's combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2013 and 2012, the System had no material gross unrecognized tax benefits.
Schedule D (Form 990) 2012

Additional Data


Software ID:  
Software Version:  




SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right pointing arrow large image Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16.Right pointing arrow large image Attach to Form 990. Right pointing arrow large image See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
HealthTexas Provider Network
 
Employer identification number

75-2536818
Part I
General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.
1
For grantmakers. 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? ...................................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in region		 (f) Total expenditures
for and investments
in region
Europe 0 0 Program Services Medical Education 16,090
East Asia & the Pacific 0 0 Program Services Medical Education 1,579
South America 0 0 Program Services Medical Education 6,428
North America 0 0 Program Services Medical Education 3,403
           
           
           
           
           
           
           
           
           
           
           
           
           
3a Sub-total ..... 0 0 27,500
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 0 0 27,500
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 2
Part II
Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.
1 (a) Name of organization (b) IRS code section
and EIN (if applicable)		 (c) Region (d) Purpose of
grant 		(e) Amount of
cash grant 		(f) Manner of
cash
disbursement 		(g) Amount of
of non-cash
assistance 		(h) Description
of non-cash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ....MediumBullet
 
3
Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012Page 3
Part III
Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of
cash grant 		(e) Manner of cash
disbursement 		(f) Amount of
non-cash
assistance 		(g) Description
of non-cash
assistance 		(h) Method of
valuation
(book, FMV,
appraisal, other)
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 4
Part IV
Foreign Forms
1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................
2 Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................
3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................
4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)
5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................
6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 5
Part V
Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).
Identifier ReturnReference Explanation
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
Schedule F (Form 990) 2012
Additional Data


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Software Version:  



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
HealthTexas Provider Network
 
Employer identification number

75-2536818
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
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....
1b
Yes
 
2
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? .......
2
Yes
 
3
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.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
Yes
 
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
Yes
 
8
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 .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

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
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)Howard Derrick III MDDirector (i)
(ii)		 442,166
0 		0
0 		4,843
0 		0
0 		18,015
0 		465,024
0 		3,411
0
(2)Gary Hoss MDDirector (i)
(ii)		 372,139
0 		1,136
0 		57,972
0 		43,022
0 		21,013
0 		495,282
0 		47,254
0
(3)Alan Jones MDDirector (i)
(ii)		 830,098
0 		0
0 		161,499
0 		87,500
0 		18,473
0 		1,097,570
0 		159,999
0
(4)Rainer Khetan MDDirector (i)
(ii)		 254,559
0 		0
0 		15,280
0 		12,295
0 		464
0 		282,598
0 		5,290
0
(5)Goran Klintmalm MDDirector (i)
(ii)		 1,788,267
0 		0
0 		9,570
0 		104,624
0 		25,369
0 		1,927,830
0 		0
0
(6)Michael Massey MDDirector (i)
(ii)		 260,606
0 		0
0 		13,290
0 		9,396
0 		19,782
0 		303,074
0 		3,173
0
(7)James Murphy Jr MDDirector (i)
(ii)		 351,734
0 		5,000
0 		27,953
0 		16,093
0 		19,838
0 		420,618
0 		7,156
0
(8)Richard Naftalis MDDirector (i)
(ii)		 1,108,272
0 		0
0 		37,290
0 		37,500
0 		23,290
0 		1,206,352
0 		28,290
0
(9)Charlie Risinger MDVice Chairman (i)
(ii)		 248,868
0 		5,000
0 		35,056
0 		28,607
0 		15,529
0 		333,060
0 		21,451
0
(10)Joyce Stroud DODirector (i)
(ii)		 303,353
0 		1,667
0 		38,145
0 		29,675
0 		31,389
0 		404,229
0 		35,949
0
(11)Jill Studley MDDirector (i)
(ii)		 264,603
0 		6,000
0 		13,677
0 		16,177
0 		27,841
0 		328,298
0 		4,677
0
(12)Sharon Tucker MDSecretary (i)
(ii)		 280,036
0 		0
0 		19,445
0 		16,171
0 		15,289
0 		330,941
0 		5,573
0
(13)Amy Wilson MDDirector (i)
(ii)		 299,100
0 		1,786
0 		3,432
0 		8,991
0 		19,586
0 		332,895
0 		3,432
0
(14)F David Winter MDPresident (i)
(ii)		 717,648
0 		0
0 		60,287
0 		56,601
0 		19,575
0 		854,111
0 		47,748
0
(15)Raymon Aggarwal MDDirector (i)
(ii)		 593,225
0 		1,786
0 		36,778
0 		16,243
0 		18,133
0 		666,165
0 		7,493
0
(16)Tom Long MDDirector (i)
(ii)		 284,794
0 		1,136
0 		139,280
0 		33,569
0 		15,808
0 		474,587
0 		129,762
0
(17)David Bragg MDDirector (i)
(ii)		 632,240
0 		1,923
0 		119,970
0 		51,377
0 		16,400
0 		821,910
0 		108,588
0
(18)John Bousquet MDDirector (i)
(ii)		 304,630
0 		3,882
0 		36,562
0 		45,675
0 		24,246
0 		414,995
0 		27,944
0
(19)Cindy DeCoursinChief Operating Officer (i)
(ii)		 263,360
0 		119,166
0 		11,620
0 		74,552
0 		18,903
0 		487,601
0 		0
0
(20)Pam PeifferVP Finance (i)
(ii)		 213,897
0 		54,657
0 		0
0 		10,909
0 		17,294
0 		296,757
0 		0
0
(21)Sarah GahmChief Administrative Offic (i)
(ii)		 322,040
0 		170,752
0 		12,806
0 		103,320
0 		19,398
0 		628,316
0 		0
0
(22)Michael Carley MDPhysician (i)
(ii)		 1,406,210
0 		0
0 		8,321
0 		17,015
0 		22,070
0 		1,453,616
0 		7,331
0
(23)Michael Mack MDPhysician (i)
(ii)		 1,151,155
0 		0
0 		600
0 		12,500
0 		25,679
0 		1,189,934
0 		0
0
(24)William Ryan MDPhysician (i)
(ii)		 1,270,010
0 		0
0 		2,692
0 		12,500
0 		24,570
0 		1,309,772
0 		0
0
(25)Rodney FritzPhysician (i)
(ii)		 1,900,783
0 		0
0 		600
0 		12,500
0 		22,237
0 		1,936,120
0 		0
0
(26)Michael Green MDPhysician (i)
(ii)		 1,298,807
0 		25,000
0 		0
0 		16,656
0 		14,625
0 		1,355,088
0 		0
0
(27)William RobertsFormer Officer (i)
(ii)		 0
431,560 		0
195,382 		0
62,320 		0
127,811 		0
21,998 		0
839,071 		0
45,133
(28)Carl Couch MDFormer Chairman (i)
(ii)		 0
406,173 		0
99,495 		0
170,356 		0
60,095 		0
20,135 		0
756,254 		0
158,220
Schedule J (Form 990) 2012

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
  Part I, Line 1a Travel for companions-The organization reimburses eligible employees and board members certain reasonable travel expenses associated with spousal travel where the spouse's presence is important to the event. These events may include, for example, board meetings, business meetings, and award ceremonies approved by the Baylor Health Care System ("BHCS") CEO. All spousal travel reimbursements are treated as taxable compensation. Two of the persons listed in the Form 990, Part VII, Section A received this benefit during the tax year.
  Part I, Line 1a Tax indemnification and gross up payments-The organization provides tax indemnification where an authorized member of management determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 1a Discretionary spending account-The organization provides eligible employees who travel frequently in their personal vehicle and/or who need to be in constant communication with their office an auto expense allowance and/or cell phone allowance in lieu of reimbursement for expenses incurred under the organization's business travel and expense reimbursement policy. All auto expense and/or cell phone allowances are treated as taxable compensation. Seventeen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 1a Health or social club dues or initiation fees-The organization may reimburse eligible employees for dues for a health club and/or a social club where there is a bona fide business need for the membership. For example, as part of the organization's promotion of health, the organization will cover a portion of any employees' fitness center club membership dues paid to an affiliated entity that owns and operates a fitness center. All employees are eligible for this benefit. Such reimbursements are treated as taxable compensation to the extent any part of the membership is used for personal use. Three of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 4b In order to recruit and retain key talent, Baylor Health Care System ("BHCS") offers a supplemental non qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BHCS' supplemental non qualified retirement plan during the tax year: Alan Jones, M.D. ($159,999), Charlie Risinger, M.D. ($21,451), F. David Winter, M.D. ($47,748), Gary Hoss, M.D. ($47,254), Goran Klintmalm, M.D., Joyce Stroud, D.O. ($35,949) , Sarah Gahm, William Roberts ($45,133), Cindy DeCoursin, Richard Naftalis, M.D. ($28,290), and Carl Couch, M.D. ($158,220), Raymon Aggarwal, M.D. ($7,493), John Bousquet, M.D. ($27,944), David Bragg, M.D. ($108,588), Michael Carley, M.D. ($7,331), Howard Derrick, M.D. ($3,411), Rainer Khetan, M.D. ($5,290), Tom Long, M.D. ($129,762), Michael Massey, M.D. ($3,173), James Murphy, M.D. ($7,156), Jill Studley, M.D. ($4,677), Sharon Tucker, M.D. ($5,573), Brent Walker, D.O. ($4,848), Michael Green, M.D., and Amy Wilson, M.D. ($3,432). Also, certain select officers, as designated by BHCS's governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize the key senior leaders value and contributions to BHCS as well as align their compensation to the long term strategy of BHCS. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on BHCS's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by BHCS's governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individual participated in and/or received payments (noted in parenthesis) from this plan during the year: Sarah Gahm ($51,526), Cindy Decoursin ($34,251) and Bill Roberts ($70,179).
  Part I, Line 5 The organization employs approximately 633 physicians practicing medicine in both office-based (e.g., primary care) and hospital-based (e.g., inner-city trauma surgery) practice settings. As such, the organization is a key component in fulfilling the overall charitable mission of its parent organization, BHCS, an integrated health care delivery system which is the sole corporate member of the organization. No physician employed by the organization is paid compensation contingent upon the organization's overall revenues or net earnings. During 2008, at the direction of BHCS, the organization implemented a revised clinical compensation plan (the "Plan") developed with the assistance of an independent physician compensation expert. The Plan controls the payment of aggregate clinical compensation and applied to substantially all of the organization's employed physicians as of July 1, 2008. The Plan approved by BHCS includes two principal compensation models, one of which controls the payment of aggregate clinical compensation through a personal productivity formula establishing funding pools (a "Pool") specific to the various practice sites to which physicians compensated under such model have been assigned by BHCS based on location and/or specialty. The formula is designed to encourage physicians within a practice site Pool to work as productively, efficiently and cost effectively as possible and to discourage lack of productivity and inattention to the quality of patient care or the cost of providing it, while affording physicians the opportunity to achieve market competitive levels of compensation based upon work effort. Certain of the physicians listed in Form 990, Part VII, Section A, line 1a were compensated under such formula, which renders their compensation contingent upon practice site revenues and certain expenses. Under the formula, each practice site's Pool includes revenues collected for services provided at the practice site less deductions for practice site direct overhead and certain additional charges imposed by the organization. Aggregate clinical compensation to each physician paid from a given Pool is: (i) based on each physician's level of personal productivity, relative to the productivity of other physicians working at the practice site, as calculated on the basis of each physician's work Relative Value Units (a uniform measure of physician work effort used by the Medicare program) or gross professional charges for personally performed services, subject to certain exclusions, (ii) subject to further deductions for allocations of the organization's indirect overhead, (iii) subject to a formula-based reduction for physicians with insufficient personal productivity, and (iv) further subject to an aggregate cap on clinical compensation, which may not be exceeded without express prior written approval from BHCS. The aggregate cap on clinical compensation is a three-part test that takes into account nationally published survey benchmarks of compensation for physicians in similar locations and medical specialties and cash collected on personally performed physician services. Certain of the physicians in the transplant surgery area are compensated in a manner similar to the Plan discussed above. The total compensation of such physicians is reviewed by an independent, third-party consultant to verify consistency with fair market value.
  Part I, Line 6 The compensation formula described in response to Schedule J, Question 5a excludes from the various practice site pools certain charges imposed by the organization and includes an aggregate cap on clinical compensation such that the organization does not regard the resultant compensation as contingent upon the net earnings of the organization.
  Part I, Line 7 The organization has adopted and implemented BHCS's, the organization's sole member, Performance Award Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BHCS's governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financal stewardship. BHCS's governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data.
Supplemental Information Part III Supplemental Information: Governing Body Compensation The members of the governing body serve in a limited role in their capacity as a board member and may receive small amounts of compensation from the organization for these duties as a member of the governing body. However, the members do receive a majority of their compensation from the organization in their capacity as employed physicians.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet 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
HealthTexas Provider Network
 
Employer identification number

75-2536818
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 (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
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?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
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
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?
Yes No
(1) Dena Risinger Family member of Charles Risinger, HTPN board member 109,765 Employee compensation   No
(2) Kelly Risinger Family member of Charles Risinger, HTPN board member 77,670 Employee compensation   No
(3) MedBuilding Ltd (MBL)
  		Raymon Aggarwal, HTPN board member, is more than 5% owner in MBL 1,345,244 Rental of real property   No
(4) Anita Khetan MD Family member of Rainer Khetan, HTPN board member 231,884 Employee compensation   No
(5) Roger Khetan MD Family member of Rainer Khetan, HTPN board member 370,502 Employee compensation   No
(6) HealthTexas Provider Network - Gastroenterology Services LLP (LLP)
  		Sarah Gahm, HTPN COO, serves as an officer of LLP. 605,032 Management services   No
(7) Transplant Associates of Baylor (TAB)
  		Goran Klintmalm, M.D., HTPN board member, is President of TAB 341,921 Administrative 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, Part IV, Transactions with Interested Persons:   The interested person listed above in Part IV, HealthTexas Provider Network-Gastroenterology Services, LLP (BAEC), is a controlled affiliate of Baylor Health Care System (BHCS), the organization's sole member. The organization's employees were appointed by BHCS to serve as board members of the controlled affiliate. These individuals were appointed by BHCS to serve as board representatives of the controlled affiliate to ensure they are operated in a charitable manner and in accordance with BHCS's and the organization's mission and tax exempt status. The appointment of the board representatives to serve on the governing body of a related partnership is consistent with the IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. In those instances, the board representatives do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnership, and serve only in a voluntary capacity as a board member.
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  




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
HealthTexas Provider Network
 
Employer identification number

75-2536818
Identifier Return Reference Explanation
  Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System ("BHCS"), a tax exempt, Texas nonprofit corporation, is the sole member.
  Form 990, Part VI, Section A, line 7a Election of members of governing body by members, stockholders, or other persons: The sole member, BHCS, provides a list of nominees for appointment, but the organization's governing body has the final approval.
  Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: The sole member, BHCS, has final authority over certain decisions/powers of the organization such as any financial decisions, compensation matters, approval of the organization's articles of incorporation and amendments thereto, approval of bylaws and amendments thereto subject to governing body approval, removal of the members of the governing body under certain conditions, approval of dissolutions and mergers, and other similar decisions/powers over the organization.
  Form 990, Part VI, Section B, line 11 Process used to review the Form 990: The Form 990 is prepared and reviewed by BHCS's tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
  Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with the actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, employed physicians and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BHCS Board of Trustees Audit and Compliance Committee and the BHCS Corporate Compliance Committee reviewed all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual.
  Form 990, Part VI, Section B, line 15 Process for determining compensation: The organization, a controlled affiliate of BHCS, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help BHCS maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers' and key employees' total compensation is based on significant performance achievements. This strategy, known as the Performance Award Program, works to put a greater emphasis on the importance of the organization achieving targeted improvements in the areas of People, Quality, Patient Satisfaction and Financial Stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the BHCS Board of Trustees and its Compensation and Governance Committee (Committee) to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The BHCS Board of Trustees and Committee, on behalf of the organization, work directly with independent compensation expert(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and key employees. The Committee is made up of members of the BHCS Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the Committee approves and recommends to the BHCS Board of Trustees salary increases, earned incentives, and benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision making process, the Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the Committee minutes which are timely reviewed and approved by the Committee.
  Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BHCS that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public.
Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: Change in Net Assets Held at BHCS Foundation 299,660. Transfer to/from BHCS-Liability Reserve -1,652,481.
Independent Board members: Form 990, Part I, Question 4 and Part VI, Question 1b: Number of The organization is operated under chapter 162.001(b) of the Texas Occupations Code (formerly 5.01(a) in the Medical Practice Act), for the public interest, such as research, education or public health, and must be incorporated and directed by physicians licensed by the Texas Medical Board and actively engaged in the practice of medicine. The administrative side of the corporation may be handled by non-physician officers, but all medical decisions and the overall medical policies of the organization must be made by physicians. The organization's board members are employees of the organization who are nominated by BHCS, the organization's sole member, and are approved by the organization's governing body. As employees of the organization, the organization's board members would not be considered independent according the Form 990 instructions. However, to the fullest extent allowed by state law, BHCS, has certain reserved powers over the organization that include, without limitation, financial decisions, compensation (including physicians) matters, approval of the organization's articles of incorporation and bylaws, and amendments thereto, removal of the members of the governing body under certain conditions, and approval of dissolutions and mergers, over the organization. BHCS' governing body is comprised of a majority of independent community representatives that provide leadership and governance to BHCS and its affiliated tax exempt entities including, the filing organization, to ensure it is meeting its charitable purpose.
  Supplemental Information: IRC Section 6038 Statement: HTPN is controlled by BHCS, Employer Identification Number 75-1812652. BHCS also owns and Health Care Insurance Company of Texas, Ltd. (HCIC). HCIC is a controlled foreign corporation. BHCS furnishes all information required of HTPN by IRC Section 6038 and the regulations thereunder with respect to HCIC. Therefore, pursuant to Treasury Regulation Sec. 1.6038-2(j)(2), HTPN is excepted from providing such information. BHCS files its Return of Organization Exempt from Income Tax in Ogden, Utah.
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:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
HealthTexas Provider Network
 
Employer identification number

75-2536818
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) HTPN Holdings PLLC
2001 Bryan Street Suite 2200
Dallas,TX75201
 Holding Company TX 0 0 HealthTexas Provider Network
 
(2) HealthTexas Provider Network-Transplant Services LLP
2001 Bryan Street Suite 2200
Dallas,TX75201
72-1538787 		Physician Practice TX 3,023,177 0 HealthTexas Provider Network
 








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?
Yes No
(1) Baylor Health Care System

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1812652 		Management Services TX 501(c)(3) 11, Type III N/A
 
No
(2) Baylor University Medical Center

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1837454 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(3) Baylor Medical Centers at Garland and McKinney

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1037591 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(4) Baylor Medical Center at Irving

2001 Bryan Street Suite 2200

Dallas,TX75201
75-2586857 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(5) Baylor Medical Center at Waxahachie

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1844139 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(6) Baylor Regional Medical Center at Plano

2001 Bryan Street Suite 2200

Dallas,TX75201
82-0551704 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(7) Baylor Regional Medical Center at Grapevine

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1777119 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(8) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1037226 		Rehabilitation Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(9) Baylor Specialty Health Centers

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1765385 		Long Term Care Hospitals TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(10) Baylor All Saints Medical Center

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1008430 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(11) Baylor Health Care System Foundation

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1606705 		Fundraising TX 501(c)(3) 7 Baylor Health Care System
 
Yes
 
(12) All Saints Health Foundation

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1947007 		Fundraising TX 501(c)(3) 7 Baylor All Saints Medical Center
 
Yes
 
(13) Baylor Health Services

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1917311 		Inactive TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(14) Baylor Research Institute

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1921898 		Research TX 501(c)(3) 4 Baylor Health Care System
 
Yes
 
(15) Southern Sector Health Initiative

2001 Bryan Street Suite 2200

Dallas,TX75201
26-3087442 		Diabetes Health & Wellness Center TX 501(c)(3) 11, Type I Baylor University Medical Center
 
Yes
 
(16) Baylor Health Care System Employee Benefit Trust

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1848557 		VEBA TX 501(c)(9)   Baylor Health Care System
 
Yes
 
(17) Irving Healthcare Foundation

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1570933 		Fundraising TX 501(c)(3) 7 Baylor Medical Center at Irving
 
Yes
 
(18) Baylor Medical Center at Carrollton

2001 Bryan Street Suite 2200

Dallas,TX75201
45-4510252 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
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 V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No Yes No
(1) MEDCO Construction LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
20-5965871 		Construction TX N/A
                  
(2) Baylor Affiliated Services LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
26-0614730 		Benefit Plans TX N/A
                  
(3) Baylor Heart and Vascular Center LLP

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2834135 		Specialty Hospital TX N/A
                  
(4) Texas Heart Hospital of the Southwest LLP

2001 Bryan Street Suite 2200
Dallas,TX75201
41-2101361 		Specialty Hospital TX N/A
                  
(5) HealthTexas Provider Network-Gastro Serv LLP

2001 Bryan St Ste 2200
Dallas,TX75201
73-1697736 		Ambulatory Surgery Center TX N/A
                  
(6) Texas Health Venture Group LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2696845 		Holds interests in ASCs/ Short Stay Hospitals TX N/A
                  
(7) Dallas Surgical Partners LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
72-2183815 		Ambulatory Surgery Center TX N/A
                  
(8) Valley View Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2900902 		Ambulatory Surgery Center TX N/A
                  
(9) Denton Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2708579 		Ambulatory Surgery Center TX N/A
                  
(10) Bellaire Outpatient Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
56-2297308 		Ambulatory Surgery Center TX N/A
                  
(11) Grapevine Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2854711 		Ambulatory Surgery Center TX N/A
                  
(12) Lewisville Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2862263 		Ambulatory Surgery Center TX N/A
                  
(13) North Garland Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
56-2399993 		Ambulatory Surgery Center TX N/A
                  
(14) Garland Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2764855 		Ambulatory Surgery Center TX N/A
                  
(15) Arlington Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2748040 		Ambulatory Surgery Center TX N/A
                  
(16) Rockwall Ambulatory Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-5506447 		Ambulatory Surgery Center TX N/A
                  
(17) Metroplex Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2567179 		Ambulatory Surgery Center TX N/A
                  
(18) Baylor Surgicare at Plano LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
26-0308454 		Ambulatory Surgery Center TX N/A
                  
(19) RockwallHeath Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-0334166 		Ambulatory Surgery Center TX N/A
                  
(20) Irving Coppell Surgical Hospital LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
54-2086863 		Short Stay Hospital TX N/A
                  
(21) North Central Surgical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-1508140 		Short Stay Hospital TX N/A
                  
(22) Trophy Club Medical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
48-1260190 		Short Stay Hospital TX N/A
                  
(23) Ft Worth Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2658178 		Short Stay Hospital TX N/A
                  
(24) Frisco Medical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2865177 		Short Stay Hospital TX N/A
                  
(25) MSH Partners LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2829613 		Short Stay Hospital TX N/A
                  
(26) Arlington Orthopedic & Spine Hospital LLC

15305 Dallas Pkwy Suite 1600
Addison,TX75001
26-1578178 		Short Stay Hospital TX N/A
                  
(27) University Surgical Partners of Dallas LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
55-0823809 		Ambulatory Surgery Center TX N/A
                  
(28) Baylor Surgicare at Granbury LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
26-3896477 		Ambulatory Surgery Center TX N/A
                  
(29) Baylor Surgicare at Mansfield LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-1835675 		Ambulatory Surgery Center TX N/A
                  
(30) Physicians Surgical Center of Fort Worth LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-8303422 		Ambulatory Surgery Center TX N/A
                  
(31) Desoto Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2592508 		Ambulatory Surgery Center TX N/A
                  
(32) Metrocrest Surgery Center LP

15305 Dallas Parkway Suite 1600
Addison,TX75001
03-0380493 		Ambulatory Surgery Center TX N/A
                  
(33) Lone Star Endoscopy Center LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-3635726 		Ambulatory Surgery Center TX N/A
                  
(34) Tuscan Surgery Center at Las Colinas LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-3578014 		Ambulatory Surgery Center TX N/A
                  
(35) Baylor Surgicare at Ennis LLC

15305 Dallas Parkway Suite 1600
Dallas,TX75001
27-4202856 		Ambulatory Surgery Center TX N/A
                  
(36) Baylor Surgicare at Plano Parkway LLC

15305 Dallas Parkway Suite 1600
Dallas,TX75001
27-4282604 		Ambulatory Surgery Center TX N/A
                  
(37) BIR JV LLP

4714 Gettysburg Rd
Mechanicsburg,PA17055
27-4586141 		Rehabilitation Hospitals TX N/A
                  
(38) Park Cities Surgery Center LLC

15305 Dallas Parkway Suite 1600
Dallas,TX75001
56-2357079 		Ambulatory Surgery Center TX N/A
                  
(39) GlobalRehab LP

4714 Gettysburg Rd
Mechanicsburg,PA17055
28-8077072 		Rehabilitation Hospitals TX N/A
                  
(40) GlobalRehab-Fort Worth LP

4714 Gettysburg Rd
Mechanicsburg,PA17055
20-5558682 		Rehabilitation Hospitals TX N/A
                  
(41) EBD JV LLP

10077 Grogans Mill Rd Suite 100
The Woodlands,TX77380
45-5434614 		Free Standing ER's TX N/A
                  
(42) BTDI JV LLP

5214 Maryland Way Suite 200
Brentwood,TN37207
46-2908086 		Imaging Centers TX N/A
                  
(43) THVG Bariatric LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
38-3894636 		Holds interests in Ambulatory Surgery Centers TX N/A
                  
(44) Specialty Surgery Center of Fort Worth LP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-1942281 		Ambulatory Surgery Center TX N/A
                  
(45) Surgery Ctr of Richardson Phys Pship LP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-0606781 		Ambulatory Surgery Center 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?
Yes No
(1) Baylor Health Enterprises LP

2001 Bryan Street Suite 2200
Dallas,TX75201
75-1997378 		Fitness Center/Pharmacy/ Hotel TX N/A
 C       Yes  
(2) Baylor Health Network Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2463251 		Billing/ Collection TX N/A
 C       Yes  
(3) BMP Incorporated

2001 Bryan Street Suite 2200
Dallas,TX75201
75-1436779 		Post Office TX N/A
 C       Yes  
(4) Health Care Insurance Company of Texas Ltd

PO Box GT 720 W Bay Rd
Grand Cayman    
CJ
98-0403182 		Investments CJ N/A
 C       Yes  
(5) Baylor Med Ctr at Grapevine Condo Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2747555 		Condo Association TX N/A
 C       Yes  
(6) BUMCRoberts Condominium Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2897806 		Condo Association TX N/A
 C       Yes  
(7) Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
26-1661900 		Condo Association TX N/A
 C       Yes  
(8) Baylor Quality Health Care Alliance LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
45-4015863 		ACO TX N/A
 C       Yes  
Schedule R (Form 990) 2012
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
No
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 . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
Yes
 
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
Yes
 
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
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) Baylor Health Care System

 C 44,244,942 GAAP
(2) Baylor University Medical Center

 K 331,989 GAAP
(3) Baylor Medical Center at Waxahachie

 K 328,958 GAAP
(4) Baylor Regional Medical Center at Grapevine

 K 354,127 GAAP
(5) Baylor Medical Centers at Garland and McKinney

 K 278,681 GAAP
(6) Baylor Medical Center at Irving

 K 861,269 GAAP
(7) Baylor All Saints Medical Center

 K 281,681 GAAP
(8) Baylor Health Care System

 L 4,977,700 GAAP
(9) Baylor University Medical Center

 L 25,504,671 GAAP
(10) Baylor Regional Medical Center at Plano

 L 2,544,471 GAAP
(11) Baylor Medical Centers at Garland and McKinney

 L 6,522,285 GAAP
(12) Baylor All Saints Medical Center

 L 4,137,768 GAAP
(13) Baylor Medical Center at Irving

 L 1,955,523 GAAP
(14) Baylor Medical Center at Waxahachie

 L 2,145,857 GAAP
(15) Baylor Regional Medical Center at Grapevine

 L 1,474,753 GAAP
(16) Baylor Specialty Health Centers

 L 709,320 GAAP
(17) HealthTexas Provider Network- Gastroenterology Services LLP

 L 605,032 GAAP
(18) Texas Heart Hospital of the Southwest LLP

 L 1,801,735 GAAP
(19) Baylor Health Care System

 M 24,389,803 GAAP
(20) Baylor University Medical Center

 M 442,072 GAAP
(21) MEDCO Construction LLC

 M 758,343 GAAP
(22) Baylor Health Care System

 P 251,375 GAAP
(23) BIR JV LLP

 L 381,185 GAAP
(24) Southern Sector Health Initiative

 L 623,171 GAAP
(25) Baylor Health Care System

 K 306,667 GAAP
(26) Baylor Health Care System Foundation

 C 439,817 GAAP
(27) Baylor Quality Health Care Alliance LLC

 L 1,263,670 GAAP
(28) Baylor Quality Health Care Alliance LLC

 M 175,500 GAAP
(29) Baylor Regional Medical Center at Plano

 K 105,704 GAAP
(30) Baylor Medical Centers at Garland and McKinney

 A 60,610 GAAP
(31) Baylor Health Enterprises LP

 M 50,130 GAAP
(32) Baylor Health Care System

 R 1,652,481 GAAP
(33) Baylor Health Care System

 A 153,160 GAAP
(34) Baylor Research Institute

 M 102,894 GAAP
(35) Baylor Research Institute

 L 436,478 GAAP
Schedule R (Form 990) 2012
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) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(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 V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
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


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