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

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

75-1812652
E Telephone number

G Gross receipts $ 556,392,333
F Name and address of principal officer:
Gary Brock
3600 Gaston Ave Ste 150
Dallas,TX75246
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.BaylorHealth.com
H(a)
Is this a group return for
affiliates?
H(b)
Are all affiliates included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1981
M State of legal domicile: TX
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: Faith based supporting organization providing services to a network of acute care hospitals and related health care entities that provide patient care, medical education, research and community services.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 15
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 14
5 Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...... 5 2,686
6 Total number of volunteers (estimate if necessary) ............. 6 0
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 563,470
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 187,984
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 2,436,342 4,497,364
9 Program service revenue (Part VIII, line 2g) ......... 442,431,898 459,873,202
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 23,939,811 34,269,042
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 11,162,609 12,363,275
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 479,970,660 511,002,883
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 33,454,658 97,654,240
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) 220,661,552 228,484,057
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 303,583,651 324,613,390
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 557,699,861 650,751,687
19 Revenue less expenses. Subtract line 18 from line 12....... -77,729,201 -139,748,804
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 2,507,894,755 2,891,022,012
21 Total liabilities (Part X, line 26)............. 2,491,901,559 2,848,827,967
22 Net assets or fund balances. Subtract line 21 from line 20..... 15,993,196 42,194,045
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
 
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2012)
Form 990 (2012)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response to any question in this Part III ...............
1
Briefly describe the organization’s mission: Founded as a Christian ministry of healing, Baylor Health Care System exists to serve all people through exemplary health care, education, research and community service.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If “Yes,” describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If “Yes,” describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 509,847,863 including grants of $   ) (Revenue $ 440,779,817 )
See Schedule OBaylor Health Care System (BHCS) is a faith-based, non-profit supporting organization formed in 1981 to provide centralized strategic and management services to an integrated health care delivery system (System). The System consists of a growing network of acute care hospitals, specialty hospitals, primary care physician centers and practices, rehabilitation clinics, senior health centers, ambulatory surgery centers, short stay hospitals, foundations and other related health care facilities that provide quality patient care, medical education, medical research and other community services to the North Texas region. BHCS's governing body is comprised of volunteer community representatives who provide leadership and governance to BHCS. The members of the governing body contribute their wisdom, insights and expertise to ensure that BHCS is fulfilling its mission and charitable purpose while providing efficient administrative support services and direction for the System. Founded as a Christian ministry of healing, BHCS exists to serve all people through exemplary health care, education, research and community service. BHCS is committed to offering access to quality health care including free or discounted health care to the indigent and underserved population through its affiliated health care providers. As part of its charitable mission, the System's nonprofit hospitals provided community benefits (as reported to the Texas Department of State Health Services and in accordance with the State of Texas statutory methodology) in excess of $638,100,000 which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. The System's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) in excess of $352,700,000 during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare.
4b (Code:   ) (Expenses $ 22,572,261 including grants of $   ) (Revenue $ 35,821,023 )
See Schedule OBHCS owns and leases various hospital facilities and professional office buildings to controlled affiliates, physicians on the medical staff of affiliated hospitals, and other health care providers.
4c (Code:   ) (Expenses $ 97,654,240 including grants of $ 97,654,240 ) (Revenue $   )
See Schedule OAs part of its mission, BHCS provides grants and other assistance to related and/or unrelated non-profit organizations that are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code section 501(c)(3), but only when one or more of the following criteria for use of these funds is met: (1) fulfills a need identified by a community needs assessment conducted by BHCS or a third party (such as Community Health Check Up or by the United Way) and adopted as a priority by BHCS's community service advisory council and/or the community benefits committee or (2) serves an under-served community or group of people through medical mission work to improve their health status. Also, BHCS employees have the opportunity to work with many organizations in many communities. BHCS employees often serve on committees and boards of local nonprofit organizations, as well as donate their time to work at health fairs and other community events.
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet630,074,364
Form 990 (2012)
Form 990 (2012)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment...
2
Yes
 
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part IClick to see attachment..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part IIClick to see attachment........
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part IIIClick to see attachment............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part IClick to see attachment........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part VClick to see attachment......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIClick to see attachment.......
11b
Yes
 
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIIIClick to see attachment.......
11c
Yes
 
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IXClick to see attachment............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part XClick to see attachment.........................
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment.................
12a
 
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....
20a
 
No
b
If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2012)
Form 990 (2012)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment
22
 
No
23
Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see attachment
24a
Yes
 
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
No
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................
24c
 
No
d
Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...
24d
 
No
25a
Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........ Click to see attachment
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................... Click to see attachment
25b
 
No
26
Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II.......................... Click to see attachment
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III......... Click to see attachment
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV..................... Click to see attachment
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment
35b
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2012)
Form 990 (2012)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response to any question in this Part V ...............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
481
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
2,686
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................
4a
Yes
 
b
If "Yes," enter the name of the foreign country: MediumBulletCJ
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...
6a
 
No
b
If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................
7a
 
No
b
If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If “Yes,” indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..
14b
 
 
Form 990 (2012)
Form 990 (2012)
Page 6
Part VI
Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response to any question in this Part VI ...............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
15
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
14
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If “No,” go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
Yes
 
b
If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
Yes
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
18
Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletJames Pool2001 Bryan Street Suite 2300DallasTX75201 (214) 820-3479
Form 990 (2012)
Form 990 (2012)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response to any question in this Part VII ...............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

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

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

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(1) Joel Allison........................................................................
President/CEO/Trustee
 40.00
.......................   		X   X       2,108,887 0 412,754
(2) Albert Black Jr........................................................................
Trustee
 3.00
.......................   		X           344 0 0
(3) E R Dick Brooks........................................................................
Vice Chairman
 3.00
.......................   		X           1,232 0 0
(4) Ron Carter........................................................................
Trustee
 3.00
.......................   		X           583 0 0
(5) James Denison........................................................................
Trustee
 3.00
.......................   		X           740 0 0
(6) Walker Harman........................................................................
Trustee
 3.00
.......................   		X           605 0 0
(7) Ed Kinkeade........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(8) Roy Lamkin........................................................................
Trustee
 3.00
.......................   		X           587 0 0
(9) Thomas Leppert........................................................................
Trustee
 3.00
.......................   		X           2,429 0 0
(10) Janie Pena........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(11) Gwyn Clarkston Shea........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(12) Jim Turner........................................................................
Chairman
 3.00
.......................   		X           0 0 0
(13) David Walls........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(14) Frank Wilson........................................................................
Trustee
 3.00
.......................   		X           1,831 0 0
(15) Donald Wills........................................................................
Trustee
 3.00
.......................   		X           1,307 0 0
(16) Mark Amiri........................................................................
Treasurer
 40.00
.......................   		    X       347,474 0 62,712
(17) William Boyd........................................................................
Chief Legal Off/Secret.
 40.00
.......................   		    X       1,236,471 0 220,519
Form 990 (2012)
Form 990 (2012)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; Officer; Key Employee; Highest compensated employee; Former;
(18) Gary Brock........................................................................
Chief Operating Officer
 40.00
.......................   		    X       1,156,362 0 245,580
(19) Fred Savelsbergh........................................................................
Chief Financial Officer
 40.00
.......................   		    X       772,653 0 195,349
(20) Amy Yeager........................................................................
VP Dep Gen Coun/Asst Sec
 40.00
.......................   		    X       311,620 0 60,251
(21) Paul Convery MD........................................................................
Sr Vice President/CMO
 40.00
.......................   		      X     947,191 0 192,418
(22) Dianne Grussendorf........................................................................
VP Managed Care
 40.00
.......................   		      X     339,179 0 61,839
(23) Keith Holtz........................................................................
Sr VP-Human Resources
 40.00
.......................   		      X     519,185 0 143,962
(24) Rosemary Luquire........................................................................
Sr Vice President/CNO
 40.00
.......................   		      X     728,876 0 145,034
(25) John McWhorter........................................................................
Sr Vice President
 40.00
.......................40.00 		      X     572,586 351,545 197,133
(26) Robert Michalski........................................................................
Chief Compliance Officer
 40.00
.......................   		      X     291,721 0 57,078
(27) Pam Scott........................................................................
VP Supply Chain
 40.00
.......................   		      X     348,369 0 58,715
(28) Jennifer C Stribling........................................................................
Sr Vice President/Mktg
 40.00
.......................   		      X     381,640 0 108,119
(29) David Ballard........................................................................
Sr VP Quality Hlth Care Im
 40.00
.......................   		      X     590,547 0 90,137
(30) William Roberts........................................................................
Chief Strategy Devel Off
 40.00
.......................   		      X     689,262 0 149,809
(31) Robert Green........................................................................
Sr VP Strat Fin Plng Analy
 40.00
.......................   		      X     422,066 0 72,577
(32) Mark Teresi........................................................................
Sr VP Finance Operations
 40.00
.......................   		      X     367,618 0 117,118
(33) Janie Wade........................................................................
Sr VP Strat Fin Plng Analy
 40.00
.......................   		      X     332,876 0 58,000
(34) Alan Miller MD........................................................................
Chief of Oncology
 32.00
.......................   		        X   538,828 0 36,863
(35) Donald Kennerly MD........................................................................
VP Chief Quality Officer
 40.00
.......................   		        X   648,474 0 82,202
(36) Clifford Fullerton........................................................................
VP Chronic Disease
 40.00
.......................   		        X   501,054 0 78,390
(37) Mary KMann........................................................................
VP Finance
 40.00
.......................   		        X   453,783 0 58,071
(38) LaVone Arthur........................................................................
VP Business Development
 40.00
.......................   		        X   461,602 0 61,037
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 15,077,982 351,545 2,965,667
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet426
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............
3
 
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
MEDCO Construction LLC2001 Bryan St Ste 2200DallasTX75201 Construction Services 30,344,602
CB Richard Ellis2700 Post Oak Blvd Ste 250HoustonTX77065 Management Services 23,132,158
Hewitt Associates LLCP O Box 95135ChicagoIL606945135 HR Technology/Payroll 16,290,645
HealthTexas Provider Network2001 Bryan St Ste 2200DallasTX75201 Clinical/Administrative 8,642,372
McKinsey & Company IncP O Box 7247-7255PhiladelphisPA191707255 Consulting 7,185,000
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet190
Form 990 (2012)
Form 990 (2012)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response to any question in this Part VIII ..............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512, 513, or 514
Contributions, Gifts, Grants and Other Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d 4,409,641
e Government grants (contributions)1e 64,048
f All other contributions, gifts, grants, and
similar amounts not included above1f 		23,675
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 4,497,364
Program Service Revenue Business Code
2a Corporate Services 561000 401,895,488 401,895,488    
b Rent 531120 35,821,023 35,821,023    
c Management Fees 561000 18,777,714 18,777,714    
d Parking 812930 1,749,872     1,749,872
e Patient Care Revenue 621990 577,252 577,252    
f All other program service revenue . 1,051,853 498,141 288,734 264,978
g Total. Add lines 2a–2f........MediumBullet 459,873,202
Other Revenue 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 26,772,945 16,403,976 274,736 10,094,233
4 Income from investment of tax-exempt bond proceeds..MediumBullet 48,926 48,926    
5 Royalties...........MediumBullet 12,363,275     12,363,275
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 52,767,194 69,427
b Less: cost or other basis and sales expenses 45,107,693 281,757
c Gain or (loss) 7,659,501 -212,330
d Net gain or (loss)..........MediumBullet 7,447,171     7,447,171
8a Gross income from fundraising events (not including
$  
of contributions reported on line 1c). See Part IV, line 18 ..
a  
b Less: direct expenses ...b  
c Net income or (loss) from fundraising events..MediumBullet      
9a Gross income from gaming activities.
See Part IV, line 19 ...
a  
b Less: direct expenses ...b  
c Net income or (loss) from gaming activities...MediumBullet        
10a Gross sales of inventory, less
returns and allowances .
a  
b Less: cost of goods sold ..b  
c Net income or (loss) from sales of inventory..MediumBullet        
Miscellaneous Revenue Business Code
11a            
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet  
12 Total revenue. See Instructions......MediumBullet 511,002,883 474,022,520 563,470 31,919,529
Form 990 (2012)
Form 990 (2012)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising expenses
1 Grants and other assistance to governments and organizations in the United States. See Part IV, line 21 97,654,240 97,654,240
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 .... 14,749,157   14,749,157  
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 172,765,366 172,765,366    
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 5,157,973 5,157,973    
9 Other employee benefits ....... 22,861,966 22,861,966    
10 Payroll taxes ........... 12,949,595 12,949,595    
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 5,325,361   5,325,361  
c Accounting ........... 602,805   602,805  
d Lobbying ........... 66,035 66,035    
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 7,428,453 7,428,453    
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 109,478,267 109,478,267    
12 Advertising and promotion .... 11,648,332 11,648,332    
13 Office expenses ....... 55,300,533 55,300,533    
14 Information technology ...... 8,779,235 8,779,235    
15 Royalties ..        
16 Occupancy ........... 53,566,305 53,566,305    
17 Travel ............ 1,795,558 1,795,558    
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 8,726 8,726    
19 Conferences, conventions, and meetings .... 702,207 702,207    
20 Interest ........... 12,082,828 12,082,828    
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 50,497,353 50,497,353    
23 Insurance .............. 1,721,259 1,721,259    
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 Dues & Memberships 1,943,458 1,943,458    
b Special Functions 1,471,960 1,471,960    
c Recruiting 697,685 697,685    
d Federal Income Tax 317,970 317,970    
e All other expenses 1,179,060 1,179,060    
25 Total functional expenses. Add lines 1 through 24e 650,751,687 630,074,364 20,677,323 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2012)
Form 990 (2012)
Page 11
Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash—non-interest-bearing ............. 14,050 1 14,051
2 Savings and temporary cash investments ......... 105,367,289 2 107,090,554
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 1,505,470 4 17,239,070
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 ............. 191,038,428 7 332,658,428
8 Inventories for sale or use .............. 3,388,012 8 3,316,136
9 Prepaid expenses and deferred charges .......... 22,351,604 9 27,444,600
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 666,092,795
b Less: accumulated depreciation ..... 10b 281,323,288 527,435,273 10c 384,769,507
11 Investments—publicly traded securities .......... 876,082,743 11 1,030,780,459
12 Investments—other securities. See Part IV, line 11 ..... 341,541,557 12 335,204,517
13 Investments—program-related. See Part IV, line 11 ..... 140,060,487 13 235,674,710
14 Intangible assets ............... 6,920,862 14 6,708,569
15 Other assets. See Part IV, line 11 ........... 292,188,980 15 410,121,411
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 2,507,894,755 16 2,891,022,012
Liabilities 17 Accounts payable and accrued expenses ......... 1,279,044,160 17 1,488,805,188
18 Grants payable .................   18  
19 Deferred revenue ................ 22,101,239 19 23,230,476
20 Tax-exempt bond liabilities ............. 661,145,366 20 860,177,816
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 .. 26,146,569 23 27,125,760
24 Unsecured notes and loans payable to unrelated third parties .... 176,355,000 24 111,355,000
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.................... 327,109,225 25 338,133,727
26 Total liabilities. Add lines 17 through 25......... 2,491,901,559 26 2,848,827,967
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 933,386 27 23,755,067
28 Temporarily restricted net assets ........... 11,289,568 28 14,668,736
29 Permanently restricted net assets ........... 3,770,242 29 3,770,242
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........   30  
31 Paid-in or capital surplus, or land, building or equipment fund .....   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 15,993,196 33 42,194,045
34 Total liabilities and net assets/fund balances ........ 2,507,894,755 34 2,891,022,012
Form 990 (2012)
Form 990 (2012)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response to any question in this Part XI ...............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
511,002,883
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
650,751,687
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-139,748,804
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
15,993,196
5
Net unrealized gains (losses) on investments ...............
5
29,533,254
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
136,416,399
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
42,194,045
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response to any question in this Part XII ..............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
Yes
 
b
If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits
3b
Yes
 
Form 990 (2012)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ. right arrow See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
f
g
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization? ................
11g(i)
 
No
(ii) A family member of a person described in (i) above? ......................
11g(ii)
 
No
(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................
11g(iii)
 
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization in col. (i) listed in your governing document? (v) Did you notify the organization in col. (i) of your support? (vi) Is the organization in col. (i) organized in the U.S.? (vii) Amount of monetary support
Yes No Yes No Yes No
(A) Baylor Research Institute
  		751921898 04   No Yes   Yes   0
(B) Baylor University Medical Center
  		751837454 03 Yes   Yes   Yes   0
(C) Baylor Health Care System Foundation
  		751606705 07   No Yes   Yes   4,000,000
(D) Baylor Specialty Health Centers
  		751765385 03   No Yes   Yes   0
(E) Baylor Health Services
  		751917311 03   No Yes   Yes   0
(F) Baylor Medical Centers at Garland and McKinney
  		751037591 03   No Yes   Yes   0
(G) Baylor Medical Center at Waxahachie
  		751844139 03   No Yes   Yes   0
(H) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital
  		751037226 03   No Yes   Yes   0
(I) Baylor Regional Medical Center at Grapevine
  		751844139 03   No Yes   Yes   48,000,000
(J) Baylor Medical Center at Irving
  		752586857 03   No Yes   Yes   100,000
(K) HealthTexas Provider Network
  		752536818 03   No Yes   Yes   44,244,942
(L) Baylor All Saints Medical Center
  		751008430 03   No Yes   Yes   0
(M) All Saints Health Foundation
  		751947007 07   No Yes   Yes   0
(N) Baylor Regional Medical Center at Plano
  		820551704 03   No Yes   Yes   0
(O) Irving Healthcare Foundation
  		751570933 07   No Yes   Yes   0
Total                 96,344,942

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..            
6 Public support. Subtract line 5 from line 4.            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).            
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support (Subtract line 7c from line 6.)            
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
Schedule A, Part IV, Supplemental Information: In addition to the monetary support listed on Part 1, Line 11h(vii), the organization provides real estate, financial, human resources, legal, information technology, management, advisory and other services to the supported organizations listed in Part 1, Line 11h(i).
 
 
 
Schedule A (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
Schedule B
(Form 990, 990-EZ,
or 990-PF)
Department of the Treasury
Internal Revenue Service
Schedule of Contributors
Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
OMB No. 1545-0047
2012
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Organization type (check one):
Filers of:
Section:
Form 990 or 990-EZ





Form 990-PF




Check if your organization is covered by the General Rule or a Special Rule.  
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
General Rule
Special Rules
......................... Arrow Bullet   $    
Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).
For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.
Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 2
Name of organization
Baylor Health Care System
  		Employer identification number

75-1812652
Part I
Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
     
(a)
No.		 (b)
Name, address, and ZIP + 4		 (c)
Total contributions		 (d)
Type of contribution
RESTRICTED
RESTRICTED
 

     
RESTRICTED
RESTRICTED  
RESTRICTED, RESTRICTED   RESTRICTED

$RESTRICTED


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

     
 
   

$  


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

     
 
   

$  


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

     
 
   

$  


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

     
 
   

$  


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

     
 
   

$  


(Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 3
Name of organization
Baylor Health Care System
  		Employer identification number

75-1812652
Part II
Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
     
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
(a) No.
from
Part I		 (b)
Description of noncash property given		 (c)
FMV (or estimate)
(see instructions) 		(d)
Date received
 
$    
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)
Page 4
Name of organization
Baylor Health Care System
  		Employer identification number

75-1812652
Part III
Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
Use duplicate copies of Part III if additional space is needed.
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
(a) No.
from
Part I		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
 
(e) Transfer of gift
Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
 
 
       
 
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data


Software ID:  
Software Version:  
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

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

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

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

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
  If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:    
  Not over $500,00020% of the amount on line 1e.    
  Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.    
  Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.    
  Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.    
  Over $17,000,000$1,000,000.    
       
g Grassroots nontaxable amount (enter 25% of line 1f) .................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
  Calendar year (or fiscal year
beginning in) 		(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total
             
2a Lobbying nontaxable amount          
             
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		         
             
c Total lobbying expenditures          
             
d Grassroots nontaxable amount          
             
e Grassroots ceiling amount
(150% of line 2d, column (e))		          
             
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2012


Schedule C (Form 990 or 990-EZ) 2012
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
Yes
 
7,558
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
129,724
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
 
No
 
j
Total. Add lines 1c through 1i ...............................
137,282
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.
Identifier Return Reference Explanation
Part IV, Supplemental Information:   Statement Regarding Legislative Activity Health care policy is critical to all Americans, and Baylor Health Care System ("BHCS") believes that health care providers must participate in forming health care policy by interacting with national, state and local representatives and their staff members to help them better understand the complexities and ramifications of key health care policies including, without limitation, those related to uninsured and indigent patient needs as well as the legislative and regulatory needs to assure the delivery of cost-efficient, quality health care. BHCS has established relationships with persons and industry associations that often communicate BHCS's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, BHCS may attempt to educate the local community on certain legislative initiatives that may impact BHCS' ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. BHCS has not intervened in any political campaign.
Schedule C (Form 990 or 990EZ) 2012

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate contributions to (during year) ...    
3 Aggregate grants from (during year) .....    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ....................... 2a  
b Total acreage restricted by conservation easements .................. 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenues included in Form 990, Part VIII, line 1 ........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ..............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ........          
c Net investment earnings, gains, and losses          
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   94,443,652 94,443,652
b Buildings ................   288,184,396 84,445,334 203,739,062
c Leasehold improvements ............        
d Equipment ................   283,464,747 196,877,954 86,586,793
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 384,769,507
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 3
Part VII
Investments—Other Securities. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests 335,204,517 F
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 335,204,517
Part VIII
Investments—Program Related. See Form 990, Part X, line 13.
(a) Description of investment type (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) Investment in Related Organizations 235,674,710 F








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet 235,674,710
Part IX
Other Assets. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) BHCS Assets at BHCS Foundation 18,438,978
(2) Bond Issue Costs 6,491,103
(3) Unexpended Bond Proceeds 136,905,623
(4) Self Insurance Trust 71,126,644
(5) S/T Security Lending Collateral 177,159,063




Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 410,121,411
Part X
Other Liabilities. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 972,816
Self Insurance Liability 45,938,260
Deferred Compensation 27,810,234
Derivative Liability 78,389,249
Reserve for Tail Coverage 5,320,014
Security Lending Collateral 177,159,063
Environmental Liability 2,544,091



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 338,133,727
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................
Schedule D (Form 990) 2012

Schedule D (Form 990) 2012
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1 Total revenue, gains, and other support per audited financial statements ....... 1 530,868,340
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 29,533,254
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d 1,748,537
e Add lines 2a through 2d ..................... 2e 31,281,791
3 Subtract line 2e from line 1..................... 3 499,586,549
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 11,416,334
c Add lines 4a and 4b....................... 4c 11,416,334
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 511,002,883
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1 Total expenses and losses per audited financial statements ........... 1 550,268,884
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 -9,712,747
e Add lines 2a through 2d...................... 2e -9,712,747
3 Subtract line 2e from line 1..................... 3 559,981,631
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 90,770,056
c Add lines 4a and 4b....................... 4c 90,770,056
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 650,751,687
Part XIII
Supplemental Information
Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Identifier Return Reference Explanation
Description of Uncertain Tax Positions Under FIN 48: Part X, Line 2: The System follows the provisions of ASC 740 "Income Taxes". As of June 30, 2013 and 2012, the System had no material gross unrecognized tax benefits.
Part XI, Line 2d - Other Adjustments:   Other Non-Op Expenses 67,968. Contributed Capital-Foreign Captive -2,741,558. Transfers Between Entities Under Common Control 4,422,127.
Part XI, Line 4b - Other Adjustments:   Invest Income (Subpart F) 23,017. Foundation Funded Operations 3,964,864. Investment Fees 7,428,453.
Part XII, Line 2d - Other Adjustments:   Foundation Funded Operations -3,964,864. Investment Fees -7,428,453. Provision for Losses 1,680,570.
Part XII, Line 4b - Other Adjustments:   Grants Recorded in Transfers Between Entities Under Common Control 90,838,024. Other Non-op Expenses -67,968.
Schedule D (Form 990) 2012

Additional Data


Software ID:  
Software Version:  




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

75-1812652
Part I
General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.
1
For grantmakers. Does the organization maintain records to substantiate the amount of the grants or
assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award
the grants or assistance? ...................................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in region		 (f) Total expenditures
for and investments
in region
East Asia and the Pacific 0 0 Program Services Medical Education 3,392
Europe 0 0 Program Services Insurance Mtg/Medical Education 30,750
North America 0 0 Program Services Patent Annuities 1,683
Middle East and North Africa 0 0 Program Services Billing & Collection 8,423
Sub-Saharan Africa 0 0 Program Services Patent Annuities 305
Central America and the Caribbean 0 0 Program Services Insurance Mtg/Missionary Services 18,869
Central America and the Caribbean 0 0 Investments   351,570,519
Europe 0 0 Investments   12,046,364
           
           
           
           
           
           
           
           
           
3a Sub-total ..... 0 0 363,680,305
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 0 0 363,680,305
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 2
Part II
Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.
1 (a) Name of organization (b) IRS code section
and EIN (if applicable)		 (c) Region (d) Purpose of
grant 		(e) Amount of
cash grant 		(f) Manner of
cash
disbursement 		(g) Amount of
of non-cash
assistance 		(h) Description
of non-cash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ....MediumBullet
 
3
Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012Page 3
Part III
Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of
cash grant 		(e) Manner of cash
disbursement 		(f) Amount of
non-cash
assistance 		(g) Description
of non-cash
assistance 		(h) Method of
valuation
(book, FMV,
appraisal, other)
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 4
Part IV
Foreign Forms
1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................
2 Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................
3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................
4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)
5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................
6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................
Schedule F (Form 990) 2012
Schedule F (Form 990) 2012
Page 5
Part V
Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).
Identifier ReturnReference Explanation
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
Schedule F (Form 990) 2012
Additional Data


Software ID:  
Software Version:  



Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number
75-1812652
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) American Cancer Society
8900 Carpenter Freeway
Dallas,TX75247 		74-1185665 501(c)(3) 37,600   N/A N/A General Support
(2) American Heart Association
105 Decker Court Suite 200
Irving,TX75062 		13-5613797 501(c)(3) 29,685   N/A N/A General Support
(3) Ark House Foundation
PO Box 833656
Richardson,TX750833656 		75-2738896 501(c)(3) 20,000   N/A N/A General Support
(4) Baylor University Alumni Association
One Bear Place 97116
Waco,TX76798 		74-1159753 501(c)(3) 6,700   N/A N/A General Support
(5) Baylor Health Care System Foundation
3600 Gaston Ave Ste 100
Dallas,TX75246 		75-1606705 501(c)(3) 4,000,000   N/A N/A General Support
(6) Baylor Medical Center at Irving
1901 N MacArthur Blvd
Irving,TX75061 		75-2586857 501(c)(3) 100,000   N/A N/A General Support
(7) Baylor University Louise Herrington School of Nursing
3700 Worth St
Dallas,TX75246 		74-1159753 501(c)(3) 24,620   N/A N/A General Support
(8) Children & Community Health Center of McKinney
102 S Central Exp Suite 106
McKinney,TX75070 		20-0637782 501(c)(3) 10,000   N/A N/A General Support
(9) Alzheimer's Association
4144 N Central Exprwy Ste 750
Dallas,TX75204 		75-2041194 501(c)(3) 12,160   N/A N/A General Support
(10) Collin County Community College District Foundation
3452 Spur 300 Suite 429
McKinney,TX75069 		75-2235755 501(c)(3) 10,000   N/A N/A General Support
(11) Council for Life
4516 Lovers Lane Suite 103
Dallas,TX75225 		05-0532415 501(c)(3) 9,550   N/A N/A General Support
(12) Crystal Charity Ball
3838 Oak Lawn Ave Suite L 150
Dallas,TX75219 		75-6035893 501(c)(3) 27,390   N/A N/A General Support
(13) Dallas County Community College District Foundation
701 Elm St Suite 700
Dallas,TX75202 		23-7326612 501(c)(3) 83,333   N/A N/A General Support
(14) Dallas Area Interfaith
1104 Lupo Drive
Dallas,TX75207 		75-2638966 501(c)(3) 20,000   N/A N/A General Support
(15) Dallas Summer Musicals
PO Box 710336
Dallas,TX75371 		75-1104793 501(c)(3) 8,900   N/A N/A General Support
(16) Dallas Concilio of Hispanic Service
400 S Zang Blvd Ste 300
Dallas,TX752086641 		75-1770140 501(c)(3) 20,000   N/A N/A General Support
(17) Dallas Symphony Association
2301 Flora Street Suite 300
Dallas,TX75201 		75-0705442 501(c)(3) 7,250   N/A N/A General Support
(18) Dallas Historical Society
PO Box 150038
Dallas,TX753150038 		75-0851204 501(c)(3) 9,720   N/A N/A General Support
(19) Dallas Institute of Humanities and Culture
2719 Routh Street
Dallas,TX75201 		75-1721049 501(c)(3) 24,500   N/A N/A General Support
(20) Daughters of World War II
5600 Lovers Lane Suite 116
Dallas,TX75209 		27-4215777 501(c)(3) 9,500   N/A N/A General Support
(21) Downtown Dallas Inc
901 Main Street Suite 7100
Dallas,TX75202 		75-0983855 501(c)(3) 19,680   N/A N/A General Support
(22) Fellowship of Christian Athletes
11300 N Central 524
Dallas,TX75243 		44-0610626 501(c)(3) 5,430   N/A N/A General Support
(23) Friends of Exall Park
PO Box 710206
Dallas,TX75371 		36-4589342 501(c)(3) 17,000   N/A N/A General Support
(24) Foundation for Brain Health Advances
901 Main Street Suite 3601
Dallas,TX75202 		20-3801640 501(c)(3) 9,150   N/A N/A General Support
(25) Grand Prairie ISD Education Foundation
2602 S Beltline
Grand Prairie,TX750531170 		73-1697703 501(c)(3) 12,300   N/A N/A General Support
(26) Helps International
15301 Dallas Pkwy Ste 200
Addison,TX75001 		75-1966419 501(c)(3) 15,000   N/A N/A General Support
(27) Grapevine Relief and Community Exchange (GRACE)
PO Box 412
Grapevine,TX76099 		75-2195702 501(c)(3) 8,750   N/A N/A General Support
(28) Grapevine-Colleyville ISD Education Foundation
PO Box 292
Grapevine,TX76099 		75-2756537 501(c)(3) 5,500   N/A N/A General Support
(29) HealthTexas Provider Network
8080 N Cntrl Expwy Ste 1700
Dallas,TX75206 		75-2536818 501(c)(3) 44,244,942   N/A N/A General Support
(30) Friends of the Latino Cultural Center
2800 Live Oak
Dallas,TX75204 		84-1628586 501(c)(3) 9,250   N/A N/A General Support
(31) Injury Prevention Center of Greater Dallas
PO Box 36067
Dallas,TX75235 		75-2089180 501(c)(3) 50,000   N/A N/A General Support
(32) Irving Schools Foundation
2621 W Airport Freeway
Irving,TX75062 		75-2072755 501(c)(3) 13,000   N/A N/A General Support
(33) Kidney Texas Inc
6138 Berkshire Lane Suite 10
Dallas,TX75225 		75-2847008 501(c)(3) 14,550   N/A N/A General Support
(34) ManeGait Therapeutic Horsemanship
3160 N Custer
McKinney,TX75071 		26-1525268 501(c)(3) 9,250   N/A N/A General Support
(35) Lake Joe Pool 10K and Pumpkinfest Inc
2341 S Belt Line Rd
Grand Prairie,TX75051 		75-2217580 501(c)(3) 10,000   N/A N/A General Support
(36) Leukemia & Lymphoma Society
8111 LBJ Freeway Ste 425
Dallas,TX75251 		13-5644916 501(c)(3) 41,500   N/A N/A General Support
(37) Leukemia AssociationLeukemiaTexas
6060 N Cntrl Expwy Ste 416
Dallas,TX75206 		75-1327679 501(c)(3) 6,700   N/A N/A General Support
(38) March of Dimes North Texas Chapter
12660 Coit Road Ste 200
Dallas,TX752511311 		13-1846366 501(c)(3) 17,396   N/A N/A General Support
(39) McKinney Education Foundation
510 Heard St
McKinney,TX75069 		75-2401624 501(c)(3) 8,750   N/A N/A General Support
(40) National Kidney Foundation
5429 LBJ Freeway Ste 250
Dallas,TX75240 		75-6033760 501(c)(3) 16,000   N/A N/A General Support
(41) Plano Independent School District Foundation
2700 W 15th St
Plano,TX75075 		75-2481906 501(c)(3) 25,000   N/A N/A General Support
(42) North Texas Food Bank
4500 S Cockrell Hill
Dallas,TX75236 		75-1785357 501(c)(3) 7,500   N/A N/A General Support
(43) McKinney Main Street
111 N Tennessee
McKinney,TX75069 		04-3615798 501(c)(3) 7,500   N/A N/A General Support
(44) Metrocrest Social Services
1111 W Belt Line Suite 100
Carrollton,TX75006 		75-1548334 501(c)(3) 6,825   N/A N/A General Support
(45) Salesmanship Club-Youth and Family Centers
106 E 10th
Dallas,TX75203 		75-1855620 501(c)(3) 21,430   N/A N/A General Support
(46) Susan G Komen Breast Cancer Foundation
12820 Hillcrest Suite c105
Dallas,TX75230 		75-2445070 501(c)(3) 15,000   N/A N/A General Support
(47) Tarrant Area Food Bank
2600 Cullen Street
Fort Worth,TX76107 		75-1822473 501(c)(3) 7,500   N/A N/A General Support
(48) National Ambucs Inc
PO Box 5127
High Point,NC27262 		56-0715171 501(c)(3) 7,500   N/A N/A General Support
(49) The Senior Source
3910 Harry Hines Blvd
Dallas,TX75219 		75-1085555 501(c)(3) 59,240   N/A N/A General Support
(50) The Empowerment Project Inc
777 E 15th St
Plano,TX75074 		75-2897607 501(c)(3) 20,500   N/A N/A General Support
(51) YMCA
601 N Akard
Dallas,TX75201 		75-0800696 501(c)(3) 15,000   N/A N/A General Support
(52) National Council of Jewish Women
602 Royal Lane Suite 219-9
Dallas,TX75230 		75-0800635 501(c)(3) 10,000   N/A N/A General Support
(53) North Texas Accountable Healthcare Partnership
140 E 12th St
Dallas,TX75203 		27-3651426 501(c)(3) 25,000   N/A N/A General Support
(54) Ronald McDonald House of Dallas
5641 Medical Center Dr
Dallas,TX75235 		75-1609401 501(c)(3) 9,305   N/A N/A General Support
(55) Texas Medical Home Initiative
PO Box 601777
Dallas,TX75360 		26-4300250 501(c)(3) 10,000   N/A N/A General Support
(56) The Junior League of Dallas
8003 Inwood Rd
Dallas,TX75209 		75-1004680 501(c)(3) 14,400   N/A N/A General Support
(57) Vogel Alcove
7557 Rambler Rd Suite 262
Dallas,TX75231 		75-2133827 501(c)(3) 22,984   N/A N/A General Support
(58) Friends of Fair Park
PO Box 150248
Dallas,TX75315 		75-2007688 501(c)(3) 7,200   N/A N/A General Support
(59) Baylor Regional Medical Center at Grapevine
1650 W College
Grapevine,TX76051 		75-1777119 501(c)(3) 48,000,000   N/A N/A General Support
2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
59
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2012

Schedule I (Form 990) 2012
Page 2
Part III
Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a)Type of grant or assistance (b)Number of
recipients		 (c)Amount of
cash grant		 (d)Amount of
non-cash assistance		 (e)Method of valuation (book,
FMV, appraisal, other)		 (f)Description of non-cash assistance












Part IV
Supplemental Information.
Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Identifier Return Reference Explanation
Procedure for Monitoring Grants in the U.S.: Part I, Line 2: Schedule I, Part I, Line 2: Monitoring Grants & Other Assistance As part of its mission, the organization provides grants and other assistance to related organizations and/or unrelated not-for-profit organizations which are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code Section 501(c)(3), when the use will further one or more tenets of Baylor's charitable mission and one of the following criteria for use of these funds is met: (1)Fulfills a need identified by a community needs assessment conducted by Baylor Health Care System (BHCS) or a third party (such as Community Health Check Up or by the United Way) and adopted as a priority by BHCS's Community Service Advisory Council, (2) Serves an under-served community or group of people through medical mission work to improve their health status. For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BHCS which ensures all funds are used in accordance with the guidelines set forth above and in accordance with the related organization's exempt purpose. Grants and other assistance provided to unrelated organizations are typically monitored by personal inspection. Examples include providing assistance to entities where the filing organization's employee serves as a Board Member for the recipient organization or through attendance at community events where the filing organization employees work as volunteers or to help coordinate these events. Additionally, the grants and other assistance provided are closely monitored by the Community Benefits Committee which is comprised of the President and Community Board Members.
Schedule I (Form 990) 2012


Additional Data


Software ID:  
Software Version:  


Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
Yes
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......
2
Yes
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? ................
4a
 
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.
5
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............
7
Yes
 
8
Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and other deferred compensation (D) Nontaxable
benefits		 (E) Total of columns
(B)(i)-(D) 		(F) Compensation
reported as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)Joel AllisonPresident/CEO/Trustee (i)
(ii)		 1,032,560
0 		654,305
0 		422,022
0 		390,122
0 		22,632
0 		2,521,641
0 		379,161
0
(2)Mark AmiriTreasurer (i)
(ii)		 279,294
0 		64,773
0 		3,407
0 		41,373
0 		21,339
0 		410,186
0 		0
0
(3)William BoydChief Legal Off/Secret. (i)
(ii)		 561,174
0 		291,880
0 		383,417
0 		194,567
0 		25,952
0 		1,456,990
0 		360,186
0
(4)Gary BrockChief Operating Officer (i)
(ii)		 666,055
0 		344,582
0 		145,725
0 		228,103
0 		17,477
0 		1,401,942
0 		125,743
0
(5)Fred SavelsberghChief Financial Officer (i)
(ii)		 493,896
0 		262,271
0 		16,486
0 		170,647
0 		24,702
0 		968,002
0 		0
0
(6)Amy YeagerVP Dep Gen Coun/Asst Sec (i)
(ii)		 248,787
0 		61,875
0 		958
0 		37,251
0 		23,000
0 		371,871
0 		0
0
(7)Paul Convery MDSr Vice President/CMO (i)
(ii)		 514,109
0 		268,625
0 		164,457
0 		175,212
0 		17,206
0 		1,139,609
0 		142,194
0
(8)Dianne GrussendorfVP Managed Care (i)
(ii)		 267,322
0 		66,931
0 		4,926
0 		38,760
0 		23,079
0 		401,018
0 		0
0
(9)Keith HoltzSr VP-Human Resources (i)
(ii)		 329,518
0 		176,014
0 		13,653
0 		116,131
0 		27,831
0 		663,147
0 		0
0
(10)Rosemary LuquireSr Vice President/CNO (i)
(ii)		 343,775
0 		182,870
0 		202,231
0 		120,659
0 		24,375
0 		873,910
0 		182,063
0
(11)John McWhorterSr Vice President (i)
(ii)		 221,913
281,810 		270,765
0 		79,908
69,735 		137,158
36,842 		10,633
12,500 		720,377
400,887 		71,111
61,140
(12)Robert MichalskiChief Compliance Officer (i)
(ii)		 232,923
0 		57,911
0 		887
0 		34,867
0 		22,211
0 		348,799
0 		0
0
(13)Pam ScottVP Supply Chain (i)
(ii)		 282,578
0 		64,583
0 		1,208
0 		41,349
0 		17,366
0 		407,084
0 		0
0
(14)Jennifer C StriblingSr Vice President/Mktg (i)
(ii)		 242,495
0 		124,422
0 		14,723
0 		85,033
0 		23,086
0 		489,759
0 		0
0
(15)David BallardSr VP Quality Hlth Care Im (i)
(ii)		 434,469
0 		138,381
0 		17,697
0 		65,915
0 		24,222
0 		680,684
0 		0
0
(16)William RobertsChief Strategy Devel Off (i)
(ii)		 431,560
0 		195,382
0 		62,320
0 		127,811
0 		21,998
0 		839,071
0 		45,133
0
(17)Robert GreenSr VP Strat Fin Plng Analy (i)
(ii)		 326,300
0 		93,847
0 		1,919
0 		49,585
0 		22,992
0 		494,643
0 		0
0
(18)Mark TeresiSr VP Finance Operations (i)
(ii)		 245,340
0 		67,982
0 		54,296
0 		51,698
0 		65,420
0 		484,736
0 		0
0
(19)Janie WadeSr VP Strat Fin Plng Analy (i)
(ii)		 269,332
0 		62,818
0 		726
0 		39,259
0 		18,741
0 		390,876
0 		0
0
(20)Alan Miller MDChief of Oncology (i)
(ii)		 452,690
0 		85,748
0 		390
0 		12,500
0 		24,363
0 		575,691
0 		0
0
(21)Donald Kennerly MDVP Chief Quality Officer (i)
(ii)		 409,809
0 		93,025
0 		145,640
0 		59,173
0 		23,029
0 		730,676
0 		139,477
0
(22)Clifford FullertonVP Chronic Disease (i)
(ii)		 383,702
0 		86,721
0 		30,631
0 		49,959
0 		28,431
0 		579,444
0 		24,712
0
(23)Mary KMannVP Finance (i)
(ii)		 231,547
0 		65,262
0 		156,974
0 		38,837
0 		19,234
0 		511,854
0 		151,517
0
(24)LaVone ArthurVP Business Development (i)
(ii)		 342,728
0 		83,743
0 		35,131
0 		45,038
0 		15,999
0 		522,639
0 		30,305
0
Schedule J (Form 990) 2012

Schedule J (Form 990) 2012
Page 3
Part III
Supplemental Information
Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
Identifier Return Reference Explanation
  Part I, Line 1a Travel for companions-The organization reimburses eligible employees and board members certain reasonable travel expenses associated with spousal travel where the spouse's presence is important to the event. These events may include, for example, board meetings, business meetings, and award ceremonies approved by the organization's President. All spousal travel reimbursements are treated as taxable compensation. Twenty-one of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 1a Tax indemnification and gross up payments-The organization provides tax indemnification where an authorized member of management determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. Twenty-one of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 1a Discretionary spending account-The organization provides eligible employees who travel frequently in their personal vehicle an auto expense allowance in lieu of reimbursement for business mileage under the organization's business travel and expense reimbursement policy. All auto expense allowances are treated as taxable compensation. Thirteen of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 1a Health or social club dues or initiation fees-The organization may reimburse eligible employees for dues for a health club and/or a social club where there is a bona fide business need for the membership. For example, as part of the organization's promotion of health, the organization will cover a portion of any employees' fitness center club membership dues paid to an affiliated entity that owns and operates a fitness center. All employees are eligible for this benefit. Such reimbursements are treated as taxable compensation to the extent any part of the membership is used for personal use. Nine of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
  Part I, Line 4b In order to recruit and retain key employees, the organization offers a supplemental non qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from the organization's supplemental non qualified retirement plan during the tax year: Amy Yeager, David Ballard M.D., Dianne Grussendorf, Donald Kennerly, M.D. ($139,477), Fred Savelsbergh, Gary Brock, Jennifer Stribling, Joel Allison ($147,694), John McWhorter ($61,140), Keith Holtz, Mark Amiri, Robert Michalski, William Roberts ($45,133), Mark Teresi, Robert Green, Cliff Fullerton, M.D. ($24,712), Mary K Mann ($151,517), Pam Scott, Lavone Arthur ($30,305), Paul Convery, M.D. ($63,189), Rosemary Luquire ($182,063), Janie Wade and William Boyd ($253,486). Also, certain senior officers, as designated by the organization's governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize key senior leaders value and contribution to the organization as well as align their compensation to the long term strategy of the organization. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on organization's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by the organization's governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individual(s) participated in and/or received payments (noted in parenthesis) from this plan during the tax year: Joel Allison ($461,395), Gary Brock ($253,408), John McWhorter ($171,427), Paul Convery, M.D. ($178,529), William Boyd ($214,839), Fred Savelsbergh ($97,169), Jennifer Stribling ($47,745), Keith Holtz ($65,212) Rosemary Luquire ($67,752) and William Roberts ($70,179).
  Part I, Line 7 The organization has implemented the Performance Award Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by the governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financal stewardship. The governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data.
Supplemental Information Part III Supplemental Information: Governing Body Compensation The members of the governing body (except the CEO) serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. Some, but not all, members have received modest benefits incident to their service on the board and/or multiple board committees. These benefits include reimbursement for certain reasonable expenses paid on behalf of the member's spouse while accompanying the member on business travel on behalf of the organization and/or a wellness physical. All such benefits are treated as taxable compensation to the extent required by law and are reported in the Form 990 where applicable.
Schedule J (Form 990) 2012

Additional Data


Software ID:  
Software Version:  
Schedule K
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Information on Tax Exempt Bonds
SchKMediumBullet Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet Attach to Form 990. SchKMediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number
75-1812652
Part I
Bond Issues
(a) Issuer name (b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose (g) Defeased (h) On
behalf of
issuer 		(i) Pool
financing
Yes No Yes No Yes No
A Tarrant County Cultural Education Facilities Finance Corporation
  		04-3833551 87638QBU2 02-04-2009 211,177,797 Refunding Issues-11/2001, 4/2008   X   X   X
B North Cental Texas Health Facilities Development Corporation
  		52-1584653 65854RAA8 06-06-2006 71,945,000 Refunding Issues from 01/1996   X   X   X
C Tarrant County Cultural Education Facilities Finance Corporation
  		04-3833551 87638QEW5 06-16-2011 366,043,133 Refunding Issues-6/2006 & Construction of Hospital Facilities   X   X   X
D Tarrant County Cultural Education Facilities Finance Corporation
  		04-3833551 87638QGT0 04-18-2013 217,262,768 Refunding Issues-2002A & Construction of Hospital Facilities   X   X   X
Part II
Proceeds
A B C D
1 Amount of bonds retired . . . . . . . . . . . . . . 7,320,000 57,175,000 1,330,000  
2 Amount of bonds legally defeased . . . . . . . . . . .        
3 Total proceeds of issue . . . . . . . . . . . . . . 211,177,797 71,945,000 366,162,899 217,269,042
4 Gross proceeds in reserve funds . . . . . . . . . . . .        
5 Capitalized interest from proceeds . . . . . . . . . . . 5,079,579   5,079,579  
6 Proceeds in refunding escrows . . . . . . . . . . . .        
7 Issuance costs from proceeds . . . . . . . . . . . . 3,527,583 525,790 3,152,743 2,262,768
8 Credit enhancement from proceeds . . . . . . . . . . .        
9 Working capital expenditures from proceeds . . . . . . . . .        
10 Capital expenditures from proceeds . . . . . . . . . . . 192,703,014   192,703,014 47,400,809
11 Other spent proceeds . . . . . . . . . . . . . . 207,650,214 71,419,210 150,000,000 50,000,000
12 Other unspent proceeds . . . . . . . . . . . . . . 15,227,563   15,227,563 177,605,465
13 Year of substantial completion . . . . . . . . . . . . 2009 2006
Yes No Yes No Yes No Yes No
14 Were the bonds issued as part of a current refunding issue? . . . . . X   X   X   X  
15 Were the bonds issued as part of an advance refunding issue? . . . . .   X   X   X   X
16 Has the final allocation of proceeds been made? . . . . . . . . X   X     X   X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . . X   X   X   X  
Part III
Private Business Use
A B C D
Yes No Yes No Yes No Yes No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .   X   X   X   X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .   X   X   X   X
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50193E
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 2
Part III
Private Business Use (Continued)
A B C D
Yes No Yes No Yes No Yes No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . . X   X   X   X  
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . . X   X   X   X  
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .   X   X   X   X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .                
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . . SchKMediumBullet 0.00000% 0.00000% 0.00000% 0.00000%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . . SchKMediumBullet 0% 0.00000% 0.00000% 0.00000%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . . 0% 0.00000% 0.00000% 0.00000%
7 Does the bond issue meet the private security or payment test? . . . . .   X   X   X   X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .   X   X   X   X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.   %   %   %   %
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .                
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under
Regulations sections 1.141-12 and 1.145-2?
X   X   X   X  
Part IV
Arbitrage
A B C D
Yes No Yes No Yes No Yes No
1 Has the issuer filed Form 8038-T? . . . . .   X   X   X   X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .   X   X X   X  
b Exception to rebate? . . . . . . . . X   X     X   X
c No rebate due? . . . . . . . . . .
  X   X   X   X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .   X X   X   X  
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?   X   X   X   X
b Name of provider . . . . . . . . .  
  		 
  		 
  		 
 
c Term of hedge . . . . . . . . . .        
d Was the hedge superintegrated? . . . . . .                
e Was a hedge terminated? . . . . . . .                
Schedule K (Form 990) 2012
Schedule K (Form 990) 2012
Page 3
Part IV
Arbitrage (Continued)
A B C D
Yes No Yes No Yes No Yes No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .   X   X   X   X
b Name of provider . . . . . . . . .  
  		 
  		 
  		 
 
c Term of GIC . . . . . . . . . .        
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .                
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .   X   X   X   X
7 Has the organization established written procedures to monitor the requirements of section 148? . . . X   X   X   X  
Part V
Procedures To Undertake Corrective Action
A B C D
Yes No Yes No Yes No Yes No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? X   X   X   X  
Part VI
Supplemental Information. Complete this part to provide additional information for responses to questions on Schedule K (see instructions).
Identifier Return Reference Explanation
Part II, Line 3, Column C: Total Proceeds of Issue:   The difference between Part I, Line C, COlumn (e) and Part II, Line 3 is due to investment earnings of $119,766.
Part II, Line 3, Column C: Total Proceeds of Issue:   The difference between Part I, Line D, COlumn (e) and Part II, Line 3 is due to investment earnings of $6,274.
Schedule K (Form 990) 2012

Additional Data


Software ID:  
Software Version:  

Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I
Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.
1(a) Name of disqualified person (b) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image$
 

Part II
Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
Part III
Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2012
Schedule L (Form 990 or 990-EZ) 2012
Page 2
Part IV
Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.
(a) Name of interested person (b) Relationship between interested person and the organization (c) Amount of transaction (d) Description of transaction (e) Sharing of organization's revenues?
Yes No
(1) BIR JV LLP (BIR JV)
  		David Ballard, organization's SVP, serves as board member of BIR JV. 6,301,357 Purchased Services, Rent, Royalty   No
(2) BIR JV LLP (BIR JV)
  		John McWhorter, organization's SVP, serves as a Board Member of BIR JV. 6,301,357 Purchased Services, Rent, Royalty   No
(3) Texas Health Ventures Group LLC (THVG)
  		Gary Brock, organization's COO, serves as a board member of THVG. 10,355,950 Royalty fees and management services   No
(4) Texas Health Ventures Group LLC (THVG)
  		Frederick Savelsbergh, organization's CFO, serves as a board member of THVG 10,355,950 Royalty fees and management services   No
(5) Baylor Heart & Vascular Center LLP (BHVC)
  		John McWhorter, organization's SVP, serves as a board member of BHVC. 11,451,624 Rental of real property and management services   No
(6) Baylor Heart & Vascular Center LLP (BHVC)
  		Don Wills, organization's board member, serves as a board member of BHVC. 11,451,624 Rental of real property and management services   No
(7) Texas Heart Hospital of the Southwest LLP (THHSW)
  		Mark Teresi, organization's SVP/Finance, serves as a board member of THHSW. 19,656,056 Rental of real property and management services   No
(8) Texas Heart Hospital of the Southwest LLP (THHSW)
  		David Ballard, organization's SVP, serves as a board member of THHSW. 19,656,056 Rental of real property and management services   No
(9) Texas Heart Hospital of the Southwest LLP (THHSW)
  		Rosemary Luquire, organization's CNO, serves as a board member of THHSW. 19,656,056 Rental of real property and management services   No
(10) Texas Heart Hospital of the Southwest LLP (THHSW)
  		Paul Convery, M.D., organization's CMO, serves as a board member of THHSW. 19,656,056 Rental of real property and management services   No
(11) Texas Heart Hospital of the Southwest LLP (THHSW)
  		John McWhorter, organization's SVP, serves as a Board Member of THHSW. 19,656,056 Rental of real property and management services   No
(12) Baylor Health Enterprises LP (BHE)
  		John McWhorter, organization's SVP, serves as a Board Member of BHE. 1,740,674 Purchased Services and rent   No
(13) Baylor Health Enterprises LP (BHE)
  		John McWhorter, organization's SVP, serves as a Board Member of BHE. 12,414,085 Capital Contribution   No
(14) Health Care Insurance Company of Texas Ltd
  		Joel Allison, organization's Pres/CEO, serves as a Board Member of HCICT. 2,741,558 Capital Contribution   No
(15) Health Care Insurance Company of Texas Ltd
  		Gary Brock, organization's COO, serves as a Board Member of HCICT. 2,741,558 Capital Contribution   No
(16) Health Care Insurance Company of Texas Ltd
  		William Boyd, organization's CLO, serves as Bd Member of HCICT. 2,741,558 Capital Contribution   No
(17) Health Care Insurance Company of Texas Ltd
  		Paul Convery, organization's SVP/CMO, serves as a Board Member of HCICT. 2,741,558 Capital Contribution   No
(18) Health Care Insurance Company of Texas Ltd
  		Fred Savelsbergh, organization's CFO, serves as a Board Member of HCICT. 2,741,558 Capital Contribution   No
(19) Health Care Insurance Company of Texas Ltd (HCICT)
  		Mark Teresi, organization's SVP/Finance, serves as a board member of HCICT. 2,741,558 Capital Contribution   No
(20) Med Fusion LLC (Med Fusion)
  		Mark Teresi, organization's SVP/Finance, serves as bd member of Med Fusion. 971,546 Purchased Services   No
Part V
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).
Identifier Return Reference Explanation
Schedule L, Part IV, Transactions Involving Interested Persons:   The interested persons listed above in Part IV, including Texas Health Ventures Group, LLC (THVG), Baylor Heart and Vascular Center, LLP (BHVC), Texas Heart Hospital of the Southwest, LLP (THHSW), Baylor Health Enterprises, LP (BHE) and Health Care Insurance Company of Texas, Ltd (HCICT) are all controlled affiliates of the organization. The organization's employees and/or community board representatives (Don Wills) were appointed by the organization to serve as board members of the controlled affiliates. These individuals were appointed by the organization to serve as board representatives of those controlled affiliates to ensure they are operated in a charitable manner and in accordance with the organization's tax exempt status. The appointment of the community board representatives to serve on the governing body of related partnerships is consistent with IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. In those instances, the community board representatives do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnership, and serve only in a voluntary capacity as an independent community board member.
Schedule L (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  




SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public
Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Identifier Return Reference Explanation
  Form 990, Part VI, Section A, line 2 Family or business relationships: Walker Harman and Jim Turner have a business relationship.
  Form 990, Part VI, Section B, line 11 Process used to review the Form 990: The Form 990 is prepared and reviewed by BHCS's tax department with assistance from a national public accounting firm. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
  Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with the actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BHCS Board of Trustees Audit and Compliance Committee and the BHCS Corporate Compliance Committee reviewed all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary. The BHCS Compensation and Governance Committee also reviews all relevant disclosures by individuals serving on BHCS's governing body. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual.
  Form 990, Part VI, Section B, line 15 Process for determining compensation: The organization recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help BHCS maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers' and key employees' total compensation is based on significant performance achievements. This strategy, known as the Performance Award Program, works to put a greater emphasis on the importance of the organization achieving targeted improvements in the areas of People, Quality, Patient Satisfaction and Financial Stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the BHCS Board of Trustees and its Compensation and Governance Committee (Committee) to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The BHCS Board of Trustees and Committee, on behalf of the organization, work directly with independent compensation expert(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and key employees. The Committee is made up of members of the BHCS Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the Committee approves and recommends to the BHCS Board of Trustees salary increases, earned incentives, and benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision making process, the Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the Committee minutes which are timely reviewed and approved by the Committee.
  Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization's combined financial statements are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public.
  Form 990, Part VII: Hours devoted to related organizations: John McWhorter transferred from a related organization during the tax year. He devoted an average of 40 hours per week to the organizations before and after the transfer.
Other Fees Form 990, Part IX, line 11g Intercompany Expenses : Program service expenses 10,216,063. Management and general expenses 0. Fundraising expenses 0. Total expenses 10,216,063. Contract Labor : Program service expenses 5,413,877. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,413,877. Other Purchased Services : Program service expenses 36,855,412. Management and general expenses 0. Fundraising expenses 0. Total expenses 36,855,412. Repairs : Program service expenses 13,776,038. Management and general expenses 0. Fundraising expenses 0. Total expenses 13,776,038. Professional Fees : Program service expenses 40,486,913. Management and general expenses 0. Fundraising expenses 0. Total expenses 40,486,913. Corporate Overhead : Program service expenses 2,729,964. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,729,964.
Changes in Net Assets or Fund Balances: Form 990, Part XI, line 9: Transfers Between Entities Under Common Control 135,801,806. Change in Net Assets Held at BHCS Foundation 3,379,168. Contributed Capital-Foreign Captive -2,741,558. Captive Investment Income -23,017.
Members: Form 990, Part I, Line 4 and Part VI, Line 1b: Number of Independent Board One of the organization's members of the governing body also serve as board members of a related partnership that is controlled by the organization. Based on the Form 990 instructions, this relationship results in a business transaction on Schedule L since the organization and the related partnership have entered into business transactions in excess of certain thresholds. These members were appointed by the organization to serve as community board representatives of those related partnerships to ensure the partnership is operated in a charitable manner and in accordance with the organization's tax exempt status. The appointment of these members to serve on the governing body of the related partnership is consistent with IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. These board members do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnership, and serve only in a voluntary capacity as an independent community board member. Therefore, these members are reflected as independent board members on Part I, Line 4 and Part VI, Line 1b of the Form 990.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2012

Additional Data


Software ID:  
Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.

OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Part I
Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity
(1) Health Care Administrative Services LLC
2215B Suite 5 Renaissance
Las Vegas,NV89119
35-2234028 		Management Services NV 27,168 92,316 Baylor Health Care System
 
(2) BHCS Holdings LLC
2001 Bryan Street Suite 2200
Dallas,TX75201
 Holding Company TX 0 234,653 Baylor Health Care System
 
(3) ACO Newco LLC
2001 Bryan Street Suite 2200
Dallas,TX75201
 ACO TX 0 0 Baylor Health Care System
 






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


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1) Baylor University Medical Center

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1947007 		Fundraising TX 501(c)(3) 7 Baylor All Saints Medical Center
 
Yes
 
(12) HealthTexas Provider Network

2001 Bryan Street Suite 2200

Dallas,TX75201
75-2536818 		Physician Practices TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
(13) Baylor Health Services

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1848557 		VEBA TX 501(c)(9)   Baylor Health Care System
 
Yes
 
(17) Dallas County Indigent Care Corporation

P O Box 655999

Dallas,TX75265
26-0610562 		Indigent Care TX 501(c)(3) 11, Type I Baylor Health Care System
 
 
No
(18) Irving Healthcare Foundation

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
45-4510252 		Acute Care Hospital TX 501(c)(3) 3 Baylor Health Care System
 
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V—UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



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

2001 Bryan Street Suite 2200
Dallas,TX75201
20-5965871 		Construction TX Baylor Health Care System
  		Related 653,705 17,636,108   No   Yes   65.000 %
(2) Baylor Affiliated Services LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
26-0614730 		Benefit Plans TX Baylor Health Care System
  		Related       No   Yes   99.000 %
(3) Baylor Heart and Vascular Center LLP

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-7202856 		Ambulatory Surgery Center TX N/A
                  
(36) Baylor Surgicare at Plano Parkway LLC

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

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

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

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

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

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

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

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

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-0606781 		Ambulatory Surgery Center TX N/A
                  
Part IV
Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) Baylor Health Enterprises LP

2001 Bryan Street Suite 2200
Dallas,TX75201
75-1997378 		Fitness Center/Pharmacy/ Hotel TX N/A
 C 15,168,535 23,156,152 100.000 % Yes  
(2) Baylor Health Network Inc

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

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

PO Box GT 720 W Bay Rd
Grand Cayman    
CJ
98-0403182 		Investments CJ N/A
 C     100.000 % Yes  
(5) Baylor Med Ctr at Grapevine Condo Owners Association Inc

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

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

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

2001 Bryan Street Suite 2200
Dallas,TX75201
45-4015863 		ACO TX N/A
 C       Yes  
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 3
Part V
Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
Yes
 
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
Yes
 
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
Yes
 
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
Yes
 
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of other organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) Baylor All Saints Medical Center

 A 4,381,888 GAAP
(2) Baylor Health Enterprises LP

 A 71,473 GAAP
(3) Baylor Heart & Vascular Center LLP

 A 4,460,925 GAAP
(4) Baylor Regional Medical Center at Plano

 A 2,460,492 GAAP
(5) Baylor Research Institute

 A 7,967,929 GAAP
(6) Baylor University Medical Center

 A 3,005,823 GAAP
(7) HealthTexas Provider Network

 A 306,667 GAAP
(8) MEDCO Construction LLC

 A 566,034 GAAP
(9) Texas Health Ventures Group LLP

 A 9,862,810 GAAP
(10) Texas Heart Hospital of the Southwest LLP

 A 8,316,464 GAAP
(11) Baylor Health Care System Foundation

 B 4,000,000 GAAP
(12) HealthTexas Provider Network

 B 44,244,942 GAAP
(13) Baylor Medical Center at Irving

 B 100,000 GAAP
(14) Baylor Health Care System Foundation

 C 4,409,641 GAAP
(15) Baylor University Medical Center

 K 198,819 GAAP
(16) Baylor All Saints Medical Center

 L 49,713,823 GAAP
(17) Baylor Health Care System Foundation

 L 1,083,430 GAAP
(18) Baylor Health Enterprises LP

 L 1,022,179 GAAP
(19) Baylor Heart & Vascular Center LLP

 L 6,835,201 GAAP
(20) Baylor Medical Centers at Garland and McKinney

 L 45,496,945 GAAP
(21) Baylor Medical Center at Irving

 L 22,240,742 GAAP
(22) Baylor Medical Center at Waxahachie

 L 12,373,507 GAAP
(23) Baylor Regional Medical Center at Grapevine

 L 55,062,981 GAAP
(24) Baylor Regional Medical Center at Plano

 L 27,400,056 GAAP
(25) Baylor Research Institute

 L 4,527,909 GAAP
(26) Baylor Specialty Health Centers

 L 7,696,980 GAAP
(27) Baylor University Medical Center

 L 134,283,463 GAAP
(28) HealthTexas Provider Network

 L 24,389,803 GAAP
(29) HealthTexas Provider Network- Gastroenterology Services LLP

 L 225,967 GAAP
(30) MEDCO Construction LLC

 L 610,008 GAAP
(31) Texas Health Ventures Group LLP

 L 493,140 GAAP
(32) Texas Heart Hospital of the Southwest LLP

 L 10,615,744 GAAP
(33) Baylor Medical Center at Irving

 M 448,571 GAAP
(34) Baylor University Medical Center

 M 367,374 GAAP
(35) HealthTexas Provider Network

 M 4,977,700 GAAP
(36) MEDCO Construction LLC

 M 7,558,622 GAAP
(37) Baylor All Saints Medical Center

 Q 867,921 GAAP
(38) Baylor Heart & Vascular Center LLP

 Q 85,636 GAAP
(39) Baylor Medical Centers at Garland and McKinney

 Q 382,223 GAAP
(40) Baylor Medical Center at Irving

 Q 304,193 GAAP
(41) Baylor Regional Medical Center at Grapevine

 Q 591,039 GAAP
(42) Baylor Regional Medical Center at Plano

 Q 192,909 GAAP
(43) Baylor Specialty Health Centers

 Q 112,766 GAAP
(44) Baylor University Medical Center

 Q 2,069,390 GAAP
(45) HealthTexas Provider Network

 Q 251,375 GAAP
(46) Texas Heart Hospital of the Southwest LLP

 Q 103,000 GAAP
(47) Baylor Medical Center at Waxahachie

 Q 487,890 GAAP
(48) BIR JV LLP

 A 5,383,662 GAAP
(49) BIR JV LLP

 L 473,763 GAAP
(50) Southern Sector Health Initiative

 L 711,509 GAAP
(51) Baylor All Saints Medical Center

 S 2,794,523 GAAP
(52) Baylor Medical Center at Irving

 R 1,700,163 GAAP
(53) Baylor University Medical Center

 F 40,000,000 GAAP
(54) Baylor University Medical Center

 R 1,652,283 GAAP
(55) BIR JV LLP

 M 443,931 GAAP
(56) Baylor Regional Medical Center at Grapevine

 B 48,000,000 GAAP
(57) Baylor Medical Center at Waxahachie

 S 721,344 GAAP
(58) Baylor Medical Centers at Garland and McKinney

 S 802,105 GAAP
(59) HealthTexas Provider Network

 S 1,652,481 GAAP
(60) Texas Heart Hospital of the Southwest LLP

 S 609,677 GAAP
(61) Health Care Insurance Company of Texas Ltd

 B 2,741,558 GAAP
(62) Baylor Health Enterprises LP

 S 66,224 GAAP
(63) Baylor Medical Center at Irving

 S 124,460 GAAP
(64) Baylor Medical Centers at Garland and McKinney

 A 9,315,387 GAAP
(65) Baylor Medical Centers at Garland and McKinney

 R 551,111 GAAP
(66) Baylor Quality Health Care Alliance LLC

 A 4,277 GAAP
(67) Baylor Quality Health Care Alliance LLC

 L 558,410 GAAP
(68) Baylor Quality Health Care Alliance LLC

 M 985,682 GAAP
(69) Baylor Regional Medical Center at Grapevine

 S 1,913,852 GAAP
(70) Baylor Regional Medical Center at Plano

 S 898,247 GAAP
(71) Baylor University Medical Center

 S 755,958 GAAP
(72) HealthTexas Provider Network

 K 153,160 GAAP
(73) Baylor Regional Medical Center at Grapevine

 A 1,322,257 GAAP
(74) Baylor Regional Medical Center at Grapevine

 R 1,934,885 GAAP
(75) Baylor Health Enterprises LP

 B 12,414,085 GAAP
(76) MedCO Construction LLC

 F 3,900,000 GAAP
(77) Baylor Heart & Vascular Center LLP

 R 56,138 GAAP
(78) EBD JV LLP

 A 336,349 GAAP
Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under section 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V—UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2012
Schedule R (Form 990) 2012
Page 5
Part VII
Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule R (see instructions).
Identifier Return Reference Explanation

Additional Data


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