TY 2012 Form 990

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............		1	1
2	Savings and temporary cash investments .........	7,487,043	2	8,409,449
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............		4
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
9	Prepaid expenses and deferred charges ..........		9	142,500
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation .....	10b			10c
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	21,248,938	15	22,595,565
16	Total assets. Add lines 1 through 15 (must equal line 34)......	28,735,981	16	31,147,515
	17	Accounts payable and accrued expenses .........	14,881,091	17	14,881,091
18	Grants payable .................		18
19	Deferred revenue ................		19
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 ..		23
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....................	5,643,390	25	8,054,924
26	Total liabilities. Add lines 17 through 25.........	20,524,481	26	22,936,015
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	8,211,500	27	8,211,500
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets ...........		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	8,211,500	33	8,211,500
34	Total liabilities and net assets/fund balances ........	28,735,981	34	31,147,515

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BAPTIST MEMORIAL MEDICAL MINISTRIES
EMPLOYEE HEALTH AND WELFARE TRUST

Employer identification number

62-1407946

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

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

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of property		(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......		0

Schedule D (Form 990) 2012

Page 3

Part VII

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

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








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

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value
(1) DUE FROM AFFILIATES				22,595,565








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				22,595,565

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes
RESERVE-EMPLOYEE REFUND		8,054,924








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		8,054,924
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

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

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

Part XIII

Supplemental Information

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

Identifier	Return Reference	Explanation
Description of Uncertain Tax Positions Under FIN 48:	Part X, Line 2:	FROM THE CONSOLIDATED AUDITED FINANCIAL STATEMENT OF BAPTIST MEMORIAL HEALTH CARE CORPORATION AND SUBSIDIARIES: AS OF SEPTEMBER 30, 2013 AND 2012, BAPTIST MEMORIAL HEALTH CARE CORPORATION HAD NOT IDENTIFIED ANY UNCERTAIN TAX POSITIONS UNDER FASB ASC TOPIC 740, INCOME TAXES, REQUIRING ADJUSTMENTS TO ITS COMBINED FINANCIAL STATEMENTS. IN THE EVENT BAPTIST MEMORIAL HEALTH CARE CORPORATION WERE TO RECOGNIZE INTEREST AND PENALTIES RELATED TO UNCERTAIN TAX POSITIONS, IT WOULD BE RECOGNIZED IN THE COMBINED FINANCIAL STATEMENTS AS INTEREST EXPENSE. GENERALLY TAX YEARS 2010 THROUGH 2013 ARE OPEN TO EXAMINATION BY THE FEDERAL AND STATE TAXING AUTHORITIES. THERE ARE NO INCOME TAX EXAMINATIONS CURRENTLY IN PROCESS.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BAPTIST MEMORIAL MEDICAL MINISTRIES
EMPLOYEE HEALTH AND WELFARE TRUST

Employer identification number

62-1407946

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

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? .......

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)LARRY V BRAUGHTONTRUSTEE	(i) (ii)	0 304,774	0 336,585	0 420,878	0 37,500	0 23,778	0 1,123,515	0 0
(2)JASON M LITTLETRUSTEE	(i) (ii)	0 582,009	0 515,627	0 43,130	0 29,500	0 21,870	0 1,192,136	0 0
(3)STEPHEN C REYNOLDSTRUSTEE	(i) (ii)	0 1,154,210	0 1,182,630	0 137,770	0 47,500	0 21,468	0 2,543,578	0 0
(4)ROBERT S GORDONTRUSTEE	(i) (ii)	0 650,917	0 631,562	0 60,585	0 47,500	0 17,451	0 1,408,015	0 0
(5)JOHN F LACYTRUSTEE	(i) (ii)	0 278,988	0 212,338	0 25,329	0 20,464	0 22,998	0 560,117	0 0

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	THE OFFICERS RECEIVE A PERQUISITE ALLOWANCE WHICH IS INCLUDED IN THEIR SALARIES.
Supplemental Information	Part III	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST DID NOT PAY COMPENSATION TO ANY OFFICERS OR BOARD OF TRUSTEE MEMBERS. BAPTIST MEMORIAL MEDICAL MINISTRIES DID NOT HAVE ANY EMPLOYEES. HOWEVER, COMPENSATION IS LISTED ON SCHEDULE J, PART II FOR THE COMPENSATION THAT EACH OFFICER AND TRUSTEE RECEIVED FROM BAPTIST MEMORIAL HEALTH CARE CORPORATION, THE 100% OWNER.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

BAPTIST MEMORIAL MEDICAL MINISTRIES
EMPLOYEE HEALTH AND WELFARE TRUST

Employer identification number

62-1407946

Identifier	Return Reference	Explanation
	PART V: STATEMENTS REGARDING OTHER IRS FILINGS & TAX COMPLIANCE:	LINE 1a: ALL FORMS 1099 ARE PREPARED BY THE ACCOUNTS PAYABLE DEPARTMENT OF THE SOLE MEMBER, BAPTIST MEMORIAL HEALTH CARE CORPORATION. ALL FORMS 1099 ARE ISSUED USING THE FEDERAL TAX IDENTIFICATION NUMBER OF BAPTIST MEMORIAL HEALTH CARE CORPORATION. THE 1099S ARE NOT PROCESSED BY ENTITY, BUT BY VENDOR GROUP. MANY VENDORS PERFORM SERVICES FOR MULTIPLE BAPTIST ENTITIES, SO ONLY ONE 1099 IS ISSUED PER VENDOR WITH THE TOTAL AMOUNT PAID FOR SERVICES. THIS NUMBER IS REPORTED ON BAPTIST MEMORIAL HEALTH CARE CORPORATION'S FORM 990, PART V, LINE 1a. LINE 2a: THE PAYROLL FUNCTION IS CENTRALIZED AT THE PAYROLL DEPARTMENT OF THE SOLE MEMBER, BAPTIST MEMORIAL HEALTH CARE CORPORATION. THE CORPORATE PAYROLL DEPARTMENT IS RESPONSIBLE FOR ALL SALARIES AND WAGES OF THE EMPLOYEES FOR THE ENTIRE BAPTIST SYSTEM. THE W-3s AND W-2s ARE SUBMITTED ELECTRONICALLY TO THE IRS USING BAPTIST MEMORIAL HEALTH CARE CORPORATION'S FEDERAL TAX IDENTIFICATION NUMBER, ACCORDING TO THE GUIDELINES ASSOCIATED WITH COMMON PAYMASTER. HOWEVER, THE EMPLOYEE INFORMATION IS ALLOCATED TO ITS RESPECTIVE FACILITY FOR FINANCIAL REPORTING PURPOSES AND THEY ARE REPORTED TO THE STATE BY EACH FACILITY. THUS, THE AMOUNT REPORTED ON PART V, LINE 2a REFLECTS THE NUMBER OF EMPLOYEES AT THIS FACILITY WHO RECEIVED A W-2. THE TOTAL NUMBER OF W-2S FOR ALL BAPTIST ENTITIES IS REPORTED ON THE BAPTIST MEMORIAL HEALTH CARE CORPORATION W-3. LINE 7g: THE ORGANIZATION DID NOT RECEIVE ANY CONTRIBUTIONS OF QUALIFIED INTELLECTUAL PROPERTY REQUIRING IT TO FILE A FORM 8899. Line 7h: THE ORGANIZATION DID NOT RECEIVE ANY CONTRIBUTIONS OF CARS, BOATS, AIRPLANES, OR OTHER VEHICLES REQUIRING IT TO FILE A FORM 1098-C.
	Form 990, Part VI, Section A, line 3	BAPTIST MEMORIAL HEALTH CARE CORPORATION AS 100% OWNER OF BAPTIST MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST PROVIDES CERTAIN LEGAL, FINANCE, QUALITY, AND PERSONNEL SERVICES PURSUANT TO A SHARED SERVICES AGREEMENT.
	Form 990, Part VI, Section A, line 7a	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST HAS A BOARD OF TRUSTEES WHO ARE APPOINTED BY ITS 100% OWNER, BAPTIST MEMORIAL HEALTH CARE CORPORATION.
	Form 990, Part VI, Section A, line 7b	BAPTIST MEMORIAL HEALTH CARE CORPORATION, THE 100% OWNER OF BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST APPROVES THE BOARD OF TRUSTEES ACTIONS.
	Form 990, Part VI, Section B, line 11	THE FORM 990 IS REVIEWED BY BAPTIST MEMORIAL HEALTH CARE CORPORATION'S PRESIDENT/CEO, SR. V.P./CFO AND THE V.P. OF CORPORATE FINANCE. IN ADDITION, THE FORM 990 IS REVIEWED ON A ROTATING BASIS OF EVERY THREE YEARS BY AN OUTSIDE INDEPENDENT ACCOUNTING AND TAX FIRM. THE FORM 990 HAS NOT BEEN REVIEWED BY THE BOARD OF TRUSTEES. HOWEVER, BAPTIST MEMORIAL HEALTH CARE CORPORATION HAS A GOVERNANCE COMMITTEE THAT IS APPOINTED BY ITS BOARD OF DIRECTORS. THE BAPTIST MEMORIAL HEALTH CARE CORPORATION GOVERNANCE COMMITTEE CONSISTS OF THREE OR MORE MEMBERS ALL OF WHICH MAY OR MAY NOT BE MEMBERS OF THE BOARD OF DIRECTORS. THE BAPTIST MEMORIAL HEALTH CARE CORPORATION GOVERNANCE COMMITTEE WILL NOT BE AVAILABLE TO REVIEW THE FORM 990 BEFORE SUBMITTING TO THE IRS. IT WILL REVIEW AFTER IT IS FILED.
	Form 990, Part VI, Section B, line 12c	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST REQUIRES THAT ALL OFFICERS PERIODICALLY COMPLETE A CERTIFICATION AND ACKNOWLEDGEMENT OF THE BAPTIST MEMORIAL HEALTH CARE CORPORATION STANDARDS OF CONDUCT, WHICH INCORPORATES THE CONFLICT OF INTEREST POLICY. BOARD OF TRUSTEE MEMBERS DISCLOSE AND SIGN A CONFLICT OF INTEREST STATEMENT EACH DECEMBER. IN THE EVENT THAT AN OFFICER OR BOARD TRUSTEE MEMBER BECOMES AWARE OF A POTENTIAL CONFLICT OF INTEREST, HE/SHE IS REQUIRED TO REPORT IT TO THEIR CHIEF EXECUTIVE OFFICER BEFORE TAKING ANY ACTION. IF HE/SHE IS THE CHIEF EXECUTIVE OFFICER, THEN HE/SHE IS TO REPORT TO THE CHAIRMAN OF THE BOARD OF TRUSTEES. THE SIGNED CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY THE SENIOR V.P. AND CORPORATE COUNSEL, AND ARE MAINTAINED IN THE BAPTIST MEMORIAL HEALTH CARE CORPORATION LEGAL DEPARTMENT. IF A CONFLICT OF INTEREST IS FOUND TO EXIST, IT WILL BE THE RESPONSIBILITY OF THE CHIEF EXECUTIVE OFFICER, WITH THE INVOLVEMENT OF THE BAPTIST MEMORIAL HEALTH CARE CORPORATION LEGAL DEPARTMENT, TO RESOLVE THE ISSUE.
	Form 990, Part VI, Section B, line 15a	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST DOES NOT HAVE ANY EMPLOYEES. BAPTIST MEMORIAL HEALTH CARE CORPORATION'S HUMAN RESOURCE DEPARTMENT, THE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS, AND AN INDEPENDENT COMPENSATION CONSULTING FIRM PERFORM ANNUAL REVIEWS EACH DECEMBER AND APPROVE COMPENSATION OF THE CEO AND OTHER TOP MANAGEMENT PERSONNEL. THEY USE COMPARABILITY DATA AND OTHER SOURCES AS NEEDED. THE CEO AND OTHER TOP MANAGEMENT USE THE SAME TYPE OF INFORMATION TO APPROVE COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES. ON DECEMBER 12, 2011 THE COMPENSATION WAS REVIEWED AND APPROVED FOR THE CALENDAR YEAR ENDING DECEMBER 31, 2012 FOR THE PRESIDENT, THE VICE PRESIDENTS, AND THE CEO/ADMINISTRATORS.
	Form 990, Part VI, Section C, line 18	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST MAKES ITS FORM 1023 AND 990 AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST PER IRS GUIDELINES.
	Form 990, Part VI, Section C, line 19	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST.
	PART XII, LINE 2c: FINANCIAL STATEMENTS AND REPORTING	BAPTIST MEMORIAL HEALTH CARE CORPORATION, AS 100% OWNER, HAS AN AUDIT COMMITTEE THAT CHOOSES THE AUDIT FIRM, OVERSEES AND REVIEWS THE AUDIT REPORTS, AND THEN FOLLOWS UP ON ANY NECESSARY CHANGES AND RECOMMENDATIONS. THE PROCESS HAS NOT CHANGED FROM PRIOR YEARS.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

BAPTIST MEMORIAL MEDICAL MINISTRIES
EMPLOYEE HEALTH AND WELFARE TRUST

Employer identification number

62-1407946

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)	(f) Direct controlling entity
(1) NORTHEAST ARKANSAS BAPTIST MEMORIAL HEALTH CARE LLC 4800 E JOHNSON AVE JONESBORO,AR72401 81-0572898	OPERATION OF BAPTIST MEMORIAL HOSPITAL-JONESBORO, INC.	AR	N/A
(2) NORTHEAST ARKANSAS BAPTIST HEALTH SERVICES GROUP LLC 4800 E JOHNSON AVE JONESBORO,AR72401 27-1471186	OPERATE A PREFERRED PROVIDER ORGANIZATION	AR	N/A

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) BAPTIST MEMORIAL HEALTH CARE CORPORATION 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 58-1521475	MANAGEMENT, ADMINISTRATIVE, DATA PROCESSING SERVICES FOR AFFILIATES	TN	501(c)(3)	509(a)(3)	N/A		No
(2) BAPTIST MEMORIAL HEALTH CARE SYSTEM INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 58-1456556	CARRY OUT THE HEALTH CARE MISSIONS OF THE BAPTIST CONVENTIONS OF AR, MS, TN	TN	501(c)(3)	509(a)(3)	N/A		No
(3) BAPTIST MEMORIAL COLLEGE OF HEALTH SCIENCES INC 1003 MONROE MEMPHIS,TN38104 62-1599670	EDUCATION OF HEALTH CARE PROFESSIONALS	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HOSPITAL INC		No
(4) BAPTIST MEMORIAL HEALTH SERVICES INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1509127	PROVISION OF HEALTH CARE PROVIDERS AND HOME MEDICAL EQUIPMENT & SERVICES	TN	501(c)(3)	509(a)(2)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(5) BAPTIST MEMORIAL HOSPITAL INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-0123940	HEALTH CARE/HOSPITAL	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(6) MEDICAL FINANCIAL SERVICES INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1112364	COLLECTION AGENCY FOR BAPTIST ENTITIES	TN	501(c)(3)	509(a)(3)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(7) BAPTIST MEMORIAL HOSPITAL-BOONEVILLE INC 100 HOSPITAL ST BOONEVILLE,MS38829 64-0663760	HEALTH CARE/HOSPITAL	MS	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(8) BAPTIST MEMORIAL HOSPITAL-DESOTO INC 7601 SOUTHCREST PKWY SOUTHAVEN,MS38671 64-0682111	HEALTH CARE/HOSPITAL	MS	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(9) BAPTIST MEMORIAL HOSPITAL-GOLDEN TRIANGLE INC 2520 FIFTH ST COLUMBUS,MS39703 62-1519754	HEALTH CARE/HOSPITAL	MS	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(10) BAPTIST MEMORIAL HOSPITAL-HUNTINGDON INC 631 RB WILSON DR HUNTINGDON,TN38344 62-1166050	HEALTH CARE/HOSPITAL	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(11) BAPTIST CLINICAL RESEARCH INSTITUTE INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 45-3032246	FACILITATE MEDICAL & SCIENTIFIC RESEARCH	TN	501(c)(3)PENDING		BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(12) BAPTIST MEMORIAL HOSPITAL-NORTH MISSISSIPPI INC 2301 S LAMAR OXFORD,MS38655 64-0772726	HEALTH CARE/HOSPITAL	MS	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(13) BAPTIST MEMORIAL HOSPITAL-TIPTON INC 1995 HWY 51 SOUTH COVINGTON,TN38019 62-1113167	HEALTH CARE/HOSPITAL	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(14) BAPTIST MEMORIAL HOSPITAL-UNION CITY INC 1201 BISHOP ST UNION CITY,TN38261 62-1138045	HEALTH CARE/HOSPITAL	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(15) BAPTIST MEMORIAL HOSPITAL-UNION COUNTY INC 200 HWY 30 WEST NEW ALBANY,MS38652 63-0997281	HEALTH CARE/HOSPITAL	MS	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(16) BAPTIST MEMORIAL REGIONAL REHABILITATION SERVICES INC 2100 EXETER RD GERMANTOWN,TN38138 58-1645396	HEALTH CARE/HOSPITAL	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(17) BAPTIST MEMORIAL HOME CARE INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 58-1562973	HOME HEALTH CARE & HOSPICE SERVICES	TN	501(c)(3)	509(a)(2)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(18) BAPTIST MEMORIAL MEDICAL GROUP INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1545731	PROVISION OF HEALTH CARE PROVIDERS FOR BAPTIST FACILITIES	TN	501(c)(3)	509(a)(2)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(19) BAPTIST MEMORIAL PATIENT SAFETY ORGANIZATION INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 45-3032372	ESTABLISHING, MAINTAINING & MANAGING A PATIENT SAFETY ORGANIZATION	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(20) BAPTIST MINOR MEDICAL CENTERS INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1538114	NON-EMERGENCY MEDICAL CLINICS	TN	501(c)(3)	509a)(1)	BAPTIST MEMORIAL MEDICAL GROUP INC		No
(21) BAPTIST MEMORIAL HEALTH CARE FOUNDATION INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 58-1544781	SOLICIT, RAISE, MANAGE, APPLY, & INVEST FUNDS IN SUPPORT OF BAPTIST ENTITIES	TN	501(c)(3)	509(a)(3)	BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(22) BAPTIST MEMORIAL HOSPITAL- JONESBORO INC 4800 E JOHNSON AVE JONESBORO,AR72401 26-1214372	HEALTH CARE/HOSPITAL	AR	501(c)(3)	509(a)(1)	NEA BAPTIST HEALTH SYSTEM INC		No
(23) NEA BAPTIST HEALTH SYSTEM INC 4800 E JOHNSON AVE JONESBORO,AR72401 27-1799652	HEALTH CARE SERVICE PROVIDER	AR	501(c)(3)PENDING		BAPTIST MEMORIAL HEALTH CARE CORPORATION		No
(24) NEA CLINIC CHARITABLE FOUNDATION INC 4800 E JOHNSON AVE JONESBORO,AR72401 71-0850123	HEALTH CARE SERVICE PROVIDER	AR	501(c)(3)	509(a)(1)	NEA BAPTIST HEALTH SYSTEM INC		No
(25) THE STERN CARDIOVASCULAR FOUNDATION INC 8060 WOLF RIVER BLVD GERMANTOWN,TN38138 27-4396698	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL MEDICAL GROUP INC		No
(26) FAMILY CANCER CENTER FOUNDATION INC 6029 WALNUT GROVE RD MEMPHIS,TN38120 45-2842963	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL MEDICAL GROUP INC		No
(27) INTEGRITY ONCOLOGY FOUNDATION INC 6286 BRIARCREST AVE STE 308 MEMPHIS,TN38120 45-3303687	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL MEDICAL GROUP INC		No
(28) MEMPHIS LUNG PHYSICIANS FOUNDATION INC 6025 WALNUT GROVE RD MEMPHIS,TN38120 45-2832975	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)PENDING		BAPTIST MEMORIAL MEDICAL GROUP INC		No
(29) BOSTON BASKIN CANCER FOUNDATION INC 6029 WALNUT GROVE RD MEMPHIS,TN38120 45-3303607	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)	509(a)(1)	BAPTIST MEMORIAL MEDICAL GROUP INC		No
(30) GASTROINTESTINAL SPECIALISTS FOUNDATION INC 80 HUMPHREYS CENTER MEMPHIS,TN38120 35-2461541	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)PENDING		BAPTIST MEMORIAL MEDICAL GROUP INC		No
(31) BMG FAMILY PHYSICIANS GROUP FOUNDATION INC 2859 VAN LEER DR BARTLETT,TN38134 46-1953140	HEALTH CARE SERVICE PROVIDER	TN	501(c)(3)PENDING		BAPTIST MEMORIAL MEDICAL GROUP INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) BAPTIST-DESOTO SURGERY CENTER 40 BURTON HILLS BLVD STE 500 NASHVILLE,TN37215 20-0804946	AMBULATORY SURGERY	MS	N/A	N/A				No			No
(2) BAPTIST-EAST MEMPHIS SURGERY CENTER 80 HUMPHREYS CENTER 101 MEMPHIS,TN38120 62-1846584	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(3) BAPTIST-GERMANTOWN SURGERY CENTER LP 40 BURTON HILLS BLVD STE 500 NASHVILLE,TN37215 62-1829424	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(4) BAPTIST & PHYSICIANS OP SURGERY CENTER OF N MS 40 BURTON HILLS BLVD STE 500 NASHVILLE,TN37215 62-0925692	AMBULATORY SURGERY	MS	N/A	N/A				No			No
(5) BAPTIST N MS IMAGING SERVICES LLC 504 AZALEA DR OXFORD,MS38655 26-2641267	DIAGNOSTIC SERVICES	MS	N/A	N/A				No			No
(6) EAST MEMPHIS UROLOGY CENTER LP 40 BURTON HILLS BLVD STE 500 NASHVILLE,TN37215 62-1810940	AMBULATORY UROLOGICAL SERVICES	TN	N/A	N/A				No			No
(7) HAMILTON EYE INSTITUTE SURGERY CENTER LP 930 MADISON AVE MEMPHIS,TN38103 20-2873438	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(8) MEDICAL ALTERNATIVES 4565 SHLEBY RD MEMPHIS,TN38083 62-1488427	HOME INFUSION PRODUCTS & SERVICES TO PATIENTS	TN	N/A	N/A				No			No
(9) MEMPHIS BIOMED VENTURE I LP 17 W PONTOTOC STE 200 MEMPHIS,TN38103 94-3424417	MEDICAL RESEARCH	TN	N/A	N/A				No			No
(10) MEMPHIS SURGERY CENTER LTD LP 3000 RIVERCHASE GALLERIA STE 500 BIRMINGHAM,AL35244 62-1218330	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(11) MEMPHIS-SC LLC 3000 RIVERCHASE GALLERIA STE 500 BIRMINGHAM,AL35244 62-1590322	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(12) MEMPHIS-SP LLC 3000 RIVERCHASE GALLERIA STE 500 BIRMINGHAM,AL35244 62-1509324	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(13) MIDTOWN SURGERY CENTER LP 40 BURTON HILLS BLVD STE 500 NASHVILLE,TN37215 62-1619344	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(14) NORTHWEST TENNESSEE SURGERY CENTER LLC 1722 E REELFOOT UNION CITY,TN38261 62-1685508	AMBULATORY SURGERY	TN	N/A	N/A				No			No
(15) SM-B BUILDING LLC 5900 POPLAR AVE STE 100 MEMPHIS,TN38119 62-1834236	PHYSICIAN OFFICES	TN	N/A	N/A				No			No
(16) TENNESSEE LITHOTRIPERS LP 9825 SPECTRUM DR BLDG 3 AUSTIN,TX78717 56-1720365	LITHOTRIPSY SERVICES	TN	N/A	N/A				No			No
(17) WOLF RIVER MEDICAL CENTER LP 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1510287	MEDICAL OFFICE BLDG	TN	N/A	N/A				No			No
(18) CANCER CARE CENTER OF UNION CITY LP 322 HOSPITAL BLVD JACKSON,TN38305 26-3425045	CANCER CARE SERVICES	TN	N/A	N/A				No			No
(19) MAYS & SCHNAPP PAIN CENTER 55 HUMPHREYS CENTER BLVD STE 200 MEMPHIS,TN38120 62-1512849	PAIN MANAGEMENT SERVICES	TN	N/A	N/A				No			No
(20) CONVENIENT CARE DIAGNOSTIC CENTER PLLC 555 HWY 6 EAST BATESVILLE,MS38606 64-0914382	RADIOLOGY & DIAGNOSTIC SERVICES	MS	N/A	N/A				No			No

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	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) HEALTH TECH AFFILIATES INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1278576	BUYING AND LEASING REAL & PERSONAL PROPERTY	TN	N/A	C				No
(2) BAPTIST HEALTH SERVICES GROUP OF THE MIDSOUTH INC 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 62-1534210	HEALTH INSURANCE CONTRACTING	TN	N/A	C				No
(3) SOUTHCREST PROPERTY OWNERS ASSOCIATION 7601 SOUTHCREST PKWY SOUTHAVEN,MS38671 64-0768703	BOOKKEEPING/DATA PROCESSING FOR SOUTHCREST DEV.	MS	N/A	C				No
(4) GERMANTOWN BUSINESS PARK OWNERS ASSOCIATION 350 N HUMPHREYS BLVD MEMPHIS,TN381202177 20-1158216	BOOKKEEPING/DATA PROCESSING FOR GERMANTOWN BUS. PARK DEVELOPMENT	TN	N/A	C				No

Schedule R (Form 990) 2012

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Yes

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

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BAPTIST MEMORIAL HEALTH CARE CORPORATION	S	7,899,663	FMV
(2) MEDICAL FINANCIAL SERVICES INC	S	274,463	FMV
(3) BAPTIST MEMORIAL HEALTH CARE FOUNDATION	S	131,424	FMV
(4) HEALTH TECH AFFILIATES INC	S	131,646	FMV
(5) BAPTIST CLINICAL RESEARCH INSTITUTE	S	55,533	FMV
(6) BAPTIST MINOR MEDICAL CENTERS INC	S	426,857	FMV
(7) BAPTIST MEMORIAL HEALTH SERVICES INC	S	367,370	FMV
(8) BAPTIST MEMORIAL HOSPTIAL	S	50,312,743	FMV
(9) BAPTIST MEMORIAL REGIONAL REHABILITATION SERVICES INC	S	2,416,839	FMV
(10) BAPTIST MEMORIAL HOME CARE INC	S	2,169,609	FMV
(11) BAPTIST MEMORIAL COLLEGE OF HEALTH SCIENCES INC	S	1,110,132	FMV
(12) BAPTIST MEMORIAL HOSPITAL-TIPTON INC	S	2,346,674	FMV
(13) BAPTIST MEMORIAL HOSPITAL-UNION CITY INC	S	3,252,081	FMV
(14) BAPTIST MEMORIAL MEDICAL GROUP INC	S	4,849,936	FMV
(15) BAPTIST MEMORIAL HOSPTIAL-HUNTINGDON INC	S	1,375,137	FMV
(16) BAPTIST MEMORIAL HOSPITAL-JONESBORO INC	S	5,400,856	FMV
(17) BAPTIST MEMORIAL HOSPITAL-N MISS	S	7,599,343	FMV
(18) BAPTIST MEMORIAL HOSPITAL-GOLDEN TRIANGLE INC	S	6,995,741	FMV
(19) BAPTIST MEMORIAL HOSPITAL-UNION COUNTY INC	S	3,785,973	FMV
(20) BAPTIST MEMORIAL HOSPITAL-BOONEVILLE INC	S	1,815,585	FMV
(21) BAPTIST MEMORIAL HOSPITAL-DESOTO INC	S	13,026,454	FMV
(22) BOSTON BASKIN CANCER FOUNDATION INC	S	915,519	FMV
(23) BAPTIST PATIENT SAFETY ORGANIZATION INC	S	61,937	FMV

Schedule R (Form 990) 2012

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

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

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH & WELFARE TRUST...(SEE SCHEDULE O, PG 21) PROVIDES GROUP HEALTH INSURANCE TO THE EMPLOYEES AND FAMILIES OF BAPTIST MEMORIAL HEALTH CARE CORPORATION AND ITS SUBSIDIARIES.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	3
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	0
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	110,902,465	124,903,305
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,573	0
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)...................	110,904,038	124,903,305
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)	0	0
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	110,904,038	124,903,305
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	110,904,038	124,903,305
19	Revenue less expenses. Subtract line 18 from line 12.......	0	0
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	28,735,981	31,147,515
21	Total liabilities (Part X, line 26).............	20,524,481	22,936,015
22	Net assets or fund balances. Subtract line 21 from line 20.....	8,211,500	8,211,500

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 124,895,972 including grants of $ ) (Revenue $ 124,903,305 )
	BAPTIST MEMORIAL MEDICAL MINISTRIES EMPLOYEE HEALTH AND WELFARE TRUST PROVIDES HEALTH INSURANCE TO EMPLOYEES OF THE BAPTIST MEMORIAL HEALTH CARE SYSTEM. THESE BENEFITS ENABLE THE SYSTEM TO RETAIN QUALITY EMPLOYEES & CARRY OUT ITS MISSION OF PROVIDING QUALITY HEALTH CARE TO THE COMMUNITY.

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 expenses124,895,972

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) LARRY V BRAUGHTON........................................................................ TRUSTEE	.10 .......................39.90	X	0	1,062,237	61,278
(2) JASON M LITTLE........................................................................ TRUSTEE	.10 .......................39.90	X	0	1,140,766	51,370
(3) STEPHEN C REYNOLDS........................................................................ TRUSTEE	.10 .......................39.90	X	0	2,474,610	68,968
(4) ROBERT S GORDON........................................................................ TRUSTEE	.10 .......................39.90	X	0	1,343,064	64,951
(5) JOHN F LACY........................................................................ TRUSTEE	.10 .......................39.90	X	0	516,655	43,462

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	0	6,537,332	290,029

(A) Name and business address	(B) Description of services	(C) Compensation
AETNA151 FARMINGTON AVEHARTFORDCT06156	ADMINISTRATIVE SERVICES	4,833,350
DAVIS VISION175 EAST HOUSTON STSAN ANTONIOTX78205	ADMINISTRATIVE SERVICES	1,686,591



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 2

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
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.......
			Business Code
2a	PREMIUMS RECEIVED		525100	124,903,305	124,903,305
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			124,903,305
3	Investment income (including dividends, interest, and other similar amounts).......
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........
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..
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...
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..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			124,903,305	124,903,305	0	0

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 ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
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) ........
12	Advertising and promotion ....
13	Office expenses .......	2,700		2,700
14	Information technology ......
15	Royalties ..
16	Occupancy ...........
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....
23	Insurance ..............
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	CLAIMS PAID	119,309,467	119,309,467	0
b	ADMINISTRATIVE FEES	5,567,972	5,567,972	0
c	TAX & LICENSES	23,166	18,533	4,633
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	124,903,305	124,895,972	7,333	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).


			(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			1	1
2	Savings and temporary cash investments .........		7,487,043	2	8,409,449
3	Pledges and grants receivable, net ...........			3
4	Accounts receivable, net .............			4
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
9	Prepaid expenses and deferred charges ..........			9	142,500
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a
b	Less: accumulated depreciation .....	10b		10c
11	Investments—publicly traded securities ..........			11
12	Investments—other securities. See Part IV, line 11 .....			12
13	Investments—program-related. See Part IV, line 11 .....			13
14	Intangible assets ...............			14
15	Other assets. See Part IV, line 11 ...........		21,248,938	15	22,595,565
16	Total assets. Add lines 1 through 15 (must equal line 34)......		28,735,981	16	31,147,515
17	Accounts payable and accrued expenses .........		14,881,091	17	14,881,091
18	Grants payable .................			18
19	Deferred revenue ................			19
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 ..			23
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....................		5,643,390	25	8,054,924
26	Total liabilities. Add lines 17 through 25.........		20,524,481	26	22,936,015
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		8,211,500	27	8,211,500
28	Temporarily restricted net assets ...........			28
29	Permanently restricted net assets ...........			29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........			30
31	Paid-in or capital surplus, or land, building or equipment fund .....			31
32	Retained earnings, endowment, accumulated income, or other funds			32
33	Total net assets or fund balances ...........		8,211,500	33	8,211,500
34	Total liabilities and net assets/fund balances ........		28,735,981	34	31,147,515