TY 2013 Form 990

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	362,996	1
2	Savings and temporary cash investments .........		2	568,471
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	1,314,827	4	0
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
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 ...........	1,110,577	15	1,497,418
16	Total assets. Add lines 1 through 15 (must equal line 34)......	2,788,400	16	2,065,889
	17	Accounts payable and accrued expenses .........		17
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....................	20,000	25	293,417
26	Total liabilities. Add lines 17 through 25.........	20,000	26	293,417
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	2,745,267	27	1,749,339
28	Temporarily restricted net assets ...........	23,133	28	23,133
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 ...........	2,768,400	33	1,772,472
34	Total liabilities and net assets/fund balances ........	2,788,400	34	2,065,889

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

Brenham Care Center

Employer identification number

74-2663229

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2013. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2012. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	1,010	650	10,000	11,660
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......	5,123,404	5,549,447	5,820,030	16,492,881
3	Gross receipts from activities that are not an unrelated trade or business under section 513..	146,772	151,523	5,358,524	5,656,819
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.	5,271,186	5,701,620	11,188,554	22,161,360
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...				0
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.	27,799	3,197		30,996
c	Add lines 7a and 7b..	27,799	3,197		30,996
8	Public support (Subtract line 7c from line 6.)				22,130,364

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(f) Total
9	Amounts from line 6...	5,271,186	5,701,620	11,188,554		22,161,360
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	1,786	1,978			3,764
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	1,786	1,978			3,764
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.) ..				239,581	239,581
13	Total support. (Add lines 9, 10c, 11, and 12.)..	5,272,972	5,703,598	11,188,554	239,581	22,404,705

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

Section C. Computation of Public Support Percentage

Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f)) .........

98.780 %

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

98.620 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

0.020 %

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

0.140 %

19a

33 1/3% support tests—2013. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2012. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

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

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

Supplemental Information. 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) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Brenham Care Center

Employer identification number

74-2663229

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) 2013

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 ....	23,133	23,133	15,789	101	101
b	Contributions ........				650
c	Net investment earnings, gains, and losses			7,344	15,038
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......	23,133	23,133	23,133	15,789	101

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

100.000 %

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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. 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) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Due from related organizations				1,497,418








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				1,497,418

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
Check reserve		20,000
Due to Related Organizations		273,417







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		293,417
2. Liability for uncertain tax positions 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) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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

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.

Return Reference	Explanation
Part V, Line 4:	The endowment funds held by Brenham Care Center are to be used for the purchase of equipment and/or building projects.
Part X, Line 2:	Fin 48 (ASC 740) Footnote: Scott & White evaluates its income tax positions in accordance with ASC 740, Income Taxes, regarding accounting for uncertainty in income taxes. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are no material uncertain income tax positions as of August 31, 2013 or 2012.

Return Reference

Explanation

Part V, Line 4:

The endowment funds held by Brenham Care Center are to be used for the purchase of equipment and/or building projects.

Part X, Line 2:

Fin 48 (ASC 740) Footnote: Scott & White evaluates its income tax positions in accordance with ASC 740, Income Taxes, regarding accounting for uncertainty in income taxes. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are no material uncertain income tax positions as of August 31, 2013 or 2012.

Schedule D (Form 990) 2013

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.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

Brenham Care Center

Employer identification number

74-2663229

Return Reference	Explanation
Form 990, Part VI, Section A, line 6	The organization is a Texas nonprofit membership organization in which Scott & White Hospital Brenham ("SWHB"), a tax exempt, Texas nonprofit corporation , is the sole member.
Form 990, Part VI, Section A, line 7a	Scott & White Hospital Brenham ("SWHB")(EIN: 74-2519752), an organization exempt from tax under IRC Section 501(c)(3), is the sole corporate member of Brenham Care Center ("BCC"). As the sole corporate member, SWHB held the reserved power to elect and remove the governing body of BCC.
Form 990, Part VI, Section A, line 7b	All rights and powers are reserved to the sole member, Scott & White Hospital Brenham ("SWHB"), except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by joint commission. For example, the member's reserved rights and powers include, without limitation, approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization.
Form 990, Part VI, Section B, line 11	The Form 990 is prepared and reviewed by Baylor Scott & White Health's ("BSWH") tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
Form 990, Part VI, Section B, line 12c	Persons with an actual or perceived ability to influence the organization have a duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements and other key personnel who interact with outside organizations or businesses on behalf of the organization. The Baylor Scott & White Health ("BSWH") Board of Trustees Audit and Compliance Committee and the BSWH Corporate Compliance Committee review 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	The compensation review process is performed annually. All physician compensation is reviewed including pay, production data and total compensation. The physician compensation is then benchmarked against industry standards using data from ten different industry surveys. This review is performed by an independent consultant and presented to the Scott & White Healthcare Board of Trustees Compensation Committee. Scott & White Healthcare ("SWHC")(EIN: 26-4532547) is the sole corporate member of BCC. System Officers along with regional Chief Executive Officers and Chief Medical Officers are reviewed annually. An independent consultant compares total compensation to benchmark surveys. The Scott & White Healthcare Board of Trustees Compensation Committee reviews the compensation and comparability data annually.
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 BSWH that are made available to the public by the posting of those documents through DAC Bond and are attached to this return. The organization's other governing documents and conflicts of interest policy are not made available to the public.
Form 990, Part VI, Line 14	While not formally adopted as of the organization's tax year end, written policies and procedures have been drafted by the organization that address the procedures followed with respect to written document retention and destruction compliance. The organization anticipates these procedures will be adopted within the next tax year.
Form 990, Part XII, Line 2c	Effective October 1, 2013, Baylor Health Care System, a Texas nonprofit corporation ("BHCS"),and Scott & White Healthcare ("SWHC"), a Texas nonprofit corporation, consummated their affiliation pursuant to an Affiliation Agreement (the "Agreement") dated June 19, 2013. BHCS and SWHC formed BSW Health, a Texas nonprofit corporation now known as Baylor Scott & White Holdings ("BSW Holdings"), and BSW Health Service, a Texas nonprofit corporation now known as Baylor Scott & White Health ("BSW Health"). While the receipt of Internal Revenue Service (IRS) tax-exempt and public charity determination letters for BSW Holdings and BSW Health was pending, BHCS and SWHC formed two Texas limited liability companies, Baylor Scott & White Health LLC ("BSW Holdings LLC") and Baylor Scott & White Health Service LLC ("BSW Health LLC"). On December 31, 2013, BSW Holdings and BSW Health each received a favorable determination letter from the IRS regarding their tax-exempt and public charity status. Effective March 1,2014, BSW Holdings LLC was merged into BSW Holdings and BSW Health LLC was merged into BSW Health. BSW Holdings is now the sole member of BHCS and SWHC and has control and substantial reserved powers over all BHCS and SWHC material affiliates. The Audit Committee of BSW Holdings LLC had the reserved power to oversee the audit of the BCC financial statements and selection of an independent auditor effective October 1, 2013.
Form 5471	Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: Under the constructive ownership rules of IRC Sections 958(a) and (b). The taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, as a Category 5 filer with respect to certain controlled foreign corporations (CFCs). These filing requirements are or will be satisfied through the filing of Forms 5471 for these CFCs by other U.S. taxpayers identified below who have the same filing requirement. Taxpayer Name: Scott & White Memorial Hospital Taxpayer Address: 2401 S. 31st Street Temple, TX 76508 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 74-1166904 IRS Service Center where U.S. tax return was or will be filed: Ogden Taxpayer Name: Baylor Health Care System Taxpayer Address: 2001 Bryan Street Suite 2200 Dallas, TX 75201 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1812652 IRS Service Center where U.S. tax return was or will be filed: Ogden

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

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" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

Brenham Care Center

Employer identification number

74-2663229

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on 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

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on 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) All Saints Health Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1947007	Fundraising	TX	501(c)(3)	Line 7	Baylor All Saints Medical Center	Yes
(2) Baylor All Saints Medical Center 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1008430	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(3) Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1812652	Management Services	TX	501(c)(3)	Line 11b, II	Baylor Scott & White Holdings	Yes
(4) Baylor Health Care System Employee Benefit Trust 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1848557	VEBA	TX	501(c)(9)	Line 9	Baylor Health Care System	Yes
(5) Baylor Health Care System Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1606705	Fundraising	TX	501(c)(3)	Line 7	Baylor Health Care System	Yes
(6) Baylor Health Services 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1917311	Inactive	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(7) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037226	Rehabilitation Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(8) Baylor Medical Center at Carrollton 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4510252	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(9) Baylor Medical Center at Irving 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2586857	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(10) Baylor Medical Center at Waxahachie 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1844139	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(11) Baylor Medical Centers at Garland and McKinney 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037591	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(12) Baylor Regional Medical Center at Grapevine 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1777119	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(13) Baylor Regional Medical Center at Plano 2001 Bryan Street Suite 2200 Dallas,TX75201 82-0551704	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(14) Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1921898	Research	TX	501(c)(3)	Line 4	Baylor Health Care System	Yes
(15) Baylor Scott & White Health 2001 Bryan Street Suite 2200 Dallas,TX75201 46-3131350	Management Services	TX	501(c)(3)	Line 11b, II	Baylor Scott & White Holdings	Yes
(16) Baylor Scott & White Holdings 2001 Bryan Street Suite 2200 Dallas,TX75201 46-3130985	Parent	TX	501(c)(3)	Line 11b, II	N/A	Yes
(17) Baylor Specialty Health Centers 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1765385	Long Term Acute Care Hospitals	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(18) Baylor University Medical Center 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1837454	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(19) HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2536818	Physician Services	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(20) Hillcrest Baptist Medical Center 100 Hillcrest Medical Blvd Waco,TX76712 74-1161944	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Memorial Hospital	Yes
(21) Hillcrest Family Health Center 100 Hillcrest Medical Blvd Waco,TX76712 74-2730350	Physician Services	TX	501(c)(3)	Line 11a, I	Hillcrest Baptist Medical Center	Yes
(22) Hillcrest Physician Services 100 Hillcrest Medical Blvd Waco,TX76712 74-2967081	Physician Services	TX	501(c)(3)	Line 11a, I	Hillcrest Baptist Medical Center	Yes
(23) Irving Healthcare Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1570933	Fundraising	TX	501(c)(3)	Line 3	Baylor Medical Center at Irving	Yes
(24) Scott & White Clinic 2401 S 31st Street Temple,TX76508 74-2958277	Physician Services	TX	501(c)(3)	Line 9	Scott & White Healthcare	Yes
(25) Scott & White Continuing Care Hospital 2401 S 31st Street Temple,TX76508 20-2850920	Long Term Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(26) Scott & White EMS Inc 2401 S 31st Street Temple,TX76508 75-3242749	Emergency Transport	TX	501(c)(3)	Line 9	Scott & White Memorial Hospital	Yes
(27) Scott & White Foundation-Brenham 2401 S 31st Street Temple,TX76508 74-2460815	Fundraising	TX	501(c)(3)	Line 7	Scott & White Hospital-Brenham	Yes
(28) Scott & White Health Plan 2401 S 31st Street Temple,TX76508 74-2052197	HMO/Insurance	TX	501(c)(4)		Scott & White Healthcare	Yes
(29) Scott & White Healthcare 2401 S 31st Street Temple,TX76508 26-4532547	Management Services	TX	501(c)(3)	Line 11a, I	Baylor Scott & White Holdings	Yes
(30) Scott & White Healthcare Foundation 2401 S 31st Street Temple,TX76508 27-3513154	Fundraising	TX	501(c)(3)	Line 7	Scott & White Healthcare	Yes
(31) Scott & White Hospital-Brenham 2401 S 31st Street Temple,TX76508 74-2519752	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(32) Scott & White Hospital-College Station 2401 S 31st Street Temple,TX76508 27-4434451	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(33) Scott & White Hospital-Llano 2401 S 31st Street Temple,TX76508 27-3026151	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(34) Scott & White Hospital-Marble Falls 2401 S 31st Street Temple,TX76508 46-4007700	Acute Care Hospital	TX	Applied for 501 (c)	Applied for Line 3	Scott & White Healthcare	Yes
(35) Scott & White Hospital-Round Rock 2401 S 31st Street Temple,TX76508 20-3749695	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(36) Scott & White Hospital-Taylor 2401 S 31st Street Temple,TX76508 74-1595711	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(37) Scott & White Medical Plan Trust 2401 S 31st Street Temple,TX76508 74-2866102	VEBA	TX	501(c)(9)	Line 9	Scott & White Healthcare	Yes
(38) Scott & White Memorial Hospital 2401 S 31st Street Temple,TX76508 74-1166904	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(39) Scott & White Memorial Hospital Employee Welfare Benfit Trust 2401 S 31st Street Temple,TX76508 74-2939712	VEBA	TX	501(c)(9)	Line 9	Scott & White Healthcare	Yes
(40) Southern Sector Health Initiative 2001 Bryan Street Suite 2200 Dallas,TX75201 26-3087442	Diabetes Health & Wellness Center	TX	501(c)(3)	Line 11a, I	Baylor University Medical Center	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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	(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?
(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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) Arlington Ortho & Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-1578178	Short Stay Hospital	TX	N/A
(2) Arlington Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2748040	Ambulatory Surgery Center	TX	N/A
(3) Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 26-0614730	Benefit Plans	TX	N/A
(4) Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2834135	Specialty Hospital	TX	N/A
(5) Baylor Scott & White Health LLC 4005 Crutcher Suite 310 Dallas,TX75246 46-3748258	Parent	TX	N/A
(6) Baylor Surgicare at Ennis LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4202856	Ambulatory Surgery Center	TX	N/A
(7) Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-3896477	Ambulatory Surgery Center	TX	N/A
(8) Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-1835675	Ambulatory Surgery Center	TX	N/A
(9) Baylor Surgicare at Plano Parkway LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4282604	Ambulatory Surgery Center	TX	N/A
(10) Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-0308454	Ambulatory Surgery Center	TX	N/A
(11) Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2297308	Ambulatory Surgery Center	TX	N/A
(12) BIR JV LLP 4714 Gettysburg Rd Mechanicsburg,PA17055 27-4586141	Rehabilitation Hospitals	TX	N/A
(13) BTDI JV LLP 5214 Maryland Way Suite 200 Brentwood,TN37207 46-2908086	Imaging Centers	TX	N/A
(14) Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 72-2183815	Ambulatory Surgery Center	TX	N/A
(15) Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2708579	Ambulatory Surgery Center	TX	N/A
(16) Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2592508	Ambulatory Surgery Center	TX	N/A
(17) EBD JV LLP 10077 Grogans Mill Rd Suite 100 The Woodlands,TX77380 45-5434614	Free Standing Emergency Hospitals	TX	N/A
(18) ESWCT LLC 10077 Grogans Mill Rd Ste 100 The Woodlands,TX77380 90-0899017	Free Standing Emergency Hospitals	TX	N/A
(19) Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2865177	Short Stay Hospital	TX	N/A
(20) Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2658178	Short Stay Hospital	TX	N/A
(21) Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2764855	Ambulatory Surgery Center	TX	N/A
(22) GlobalRehab LP 4714 Gettysburg Rd Mechanicsburg,PA17055 28-8077072	Rehabilitation Hospitals	TX	N/A
(23) GlobalRehab-Fort Worth LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-5558682	Rehabilitation Hospitals	TX	N/A
(24) Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2854711	Ambulatory Surgery Center	TX	N/A
(25) HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas,TX75201 73-1697736	Physician Services	TX	N/A
(26) Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 54-2086863	Short Stay Hospital	TX	N/A
(27) Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2862263	Ambulatory Surgery Center	TX	N/A
(28) Lone Star Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3635726	Ambulatory Surgery Center	TX	N/A
(29) MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 20-5965871	Construction	TX	N/A
(30) Metrocrest Surgery Center LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 03-0380493	Ambulatory Surgery Center	TX	N/A
(31) Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2567179	Ambulatory Surgery Center	TX	N/A
(32) MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2829613	Short Stay Hospital	TX	N/A
(33) North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1508140	Short Stay Hospital	TX	N/A
(34) North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2399993	Ambulatory Surgery Center	TX	N/A
(35) Park Cities Surgery Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2357079	Ambulatory Surgery Center	TX	N/A
(36) Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-8303422	Ambulatory Surgery Center	TX	N/A
(37) Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-5506447	Ambulatory Surgery Center	TX	N/A
(38) RockwallHeath Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0334166	Ambulatory Surgery Center	TX	N/A
(39) Specialty Surgery Center of Fort Worth LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1942281	Ambulatory Surgery Center	TX	N/A
(40) Surgery Center of Richardson Phys Pship LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0606781	Ambulatory Surgery Center	TX	N/A
(41) Texas Health Venture Group LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2696845	Holds interests in ASCs/ Short Stay Hospitals	TX	N/A
(42) Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 41-2101361	Specialty Hospital	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) Trophy Club Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 48-1260190	Short Stay Hospital	TX	N/A
(45) Tuscan Surgery Center at Las Colinas LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3578014	Ambulatory Surgery Center	TX	N/A
(46) University Surgical Partners of Dallas LLP 15305 Dallas Pkwy Suite 1600 Addison,TX75001 55-0823809	Ambulatory Surgery Center	TX	N/A
(47) Valley View Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2900902	Ambulatory Surgery Center	TX	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on 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) 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
(2) Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1997378	Fitness Center/Pharmacy/ Hotel	TX	N/A	C			Yes
(3) Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2463251	Billing/Collection	TX	N/A	C			Yes
(4) 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
(5) Baylor Quality Health Care Alliance LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4015863	ACO	TX	N/A	C			Yes
(6) BMP Incorporated 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1436779	Post Office	TX	N/A	C			Yes
(7) BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2897806	Condo Association	TX	N/A	C			Yes
(8) Charitable Remainder Trust (11)	Investment	TX	N/A				Yes
(9) 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
(10) Hillcrest Holdings Inc 3000 Herring St Waco,TX76708 74-2793367	Management Services	TX	N/A	C			Yes
(11) Insurance Company of Scott & White 2401 S 31st Street Temple,TX76508 74-3092083	Insurance	TX	N/A	C			Yes
(12) Scott & White Assurance Ltd 23 Lime Tree Bay Grand Cayman CJ 98-0589956	Investment	CJ	N/A	C			Yes
(13) Scott & White Lake of the Hills Regional Medical Center 2401 S 31st Street Temple,TX765080001 45-1608264	Inactive	TX	N/A	C			Yes
(14) Scott & White Properties Holdings Inc 2401 S 31st Street Temple,TX76508 45-2920596	Investment	TX	N/A	C			Yes
(15) Scott & White Properties Inc 2401 S 31st Street Temple,TX76508 74-2497061	Hotel Services	TX	N/A	C			Yes

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Scott & White Healthcare	R	113,423	Cost

Schedule R (Form 990) 2013

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on 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 V?UBI 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 V?UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Baylor Scott & White Health exists to serve all people by providing personalized health and wellness through exemplary care, education and research as a Christian ministry of healing.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	7
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	7
5	Total number of individuals employed in calendar year 2013 (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) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	0	0
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	56,037	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	56,037	0
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)....	167,805	995,928
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	167,805	995,928
19	Revenue less expenses. Subtract line 18 from line 12.......	-111,768	-995,928
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	2,788,400	2,065,889
21	Total liabilities (Part X, line 26).............	20,000	293,417
22	Net assets or fund balances. Subtract line 21 from line 20.....	2,768,400	1,772,472

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 995,928 including grants of $ ) (Revenue $ )
	Brenham Care Center was a 128 bed facility that offered quality comprehensive skilled and rehabilitative nursing care services. On December 31,2011 the assets were sold, and the entity ceased operations. During 2013 the entity was finalizing business transactions.

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 expenses995,928

(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) Laura Upchurch........................................................................ Director, Chairman	1.00 .......................	X	X	0	0	0
(2) Ray Daugbjerg........................................................................ Director, Vice Chairman	1.00 .......................	X	X	0	0	0
(3) Susie Seidel........................................................................ Director, Secretary	1.00 .......................	X	X	0	0	0
(4) David Myers........................................................................ Director	1.00 .......................	X		0	0	0
(5) Don Sumerlin MD........................................................................ Director	1.00 .......................	X		0	0	0
(6) Herbert Faske........................................................................ Director	1.00 .......................	X		0	0	0
(7) Joe Al Picone........................................................................ Director	1.00 .......................	X		0	0	0

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

(A) Name and business address	(B) Description of services	(C) Compensation





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 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
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
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
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......			0	0	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 .......
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	Bad Debt	995,928	995,928
b
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	995,928	995,928	0	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).


			(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............		362,996	1
2	Savings and temporary cash investments .........			2	568,471
3	Pledges and grants receivable, net ...........			3
4	Accounts receivable, net .............		1,314,827	4	0
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
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 ...........		1,110,577	15	1,497,418
16	Total assets. Add lines 1 through 15 (must equal line 34)......		2,788,400	16	2,065,889
17	Accounts payable and accrued expenses .........			17
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....................		20,000	25	293,417
26	Total liabilities. Add lines 17 through 25.........		20,000	26	293,417
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		2,745,267	27	1,749,339
28	Temporarily restricted net assets ...........		23,133	28	23,133
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 ...........		2,768,400	33	1,772,472
34	Total liabilities and net assets/fund balances ........		2,788,400	34	2,065,889