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 private foundations)
MediumBullet Do not enter Social Security numbers on this form as it may be made public. By law, the IRS
generally cannot redact the information on the form.
MediumBullet Information about Form 990 and its instructions is at www.IRS.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
A For the 2013 calendar year, or tax year beginning 07-01-2013 , 2013, and ending 06-30-2014
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 province, country, and ZIP or foreign postal code
Dallas, TX752013005
D Employer identification number

75-1812652
E Telephone number

G Gross receipts $ 540,902,205
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
subordinates?
H(b)
Are all subordinates
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 9
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 8
5 Total number of individuals employed in calendar year 2013 (Part V, line 2a) ...... 5 2,892
6 Total number of volunteers (estimate if necessary) ............. 6 8
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a -839,004
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b -1,100,714
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 4,497,364 5,179,713
9 Program service revenue (Part VIII, line 2g) ......... 459,873,202 461,086,830
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 34,269,042 30,421,481
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 12,363,275 17,607,076
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 511,002,883 514,295,100
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 97,654,240 46,818,039
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) 228,484,057 238,528,070
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).... 324,613,390 313,804,620
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 650,751,687 599,150,729
19 Revenue less expenses. Subtract line 18 from line 12....... -139,748,804 -84,855,629
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 2,891,022,012 3,197,906,222
21 Total liabilities (Part X, line 26)............. 2,848,827,967 3,121,710,750
22 Net assets or fund balances. Subtract line 21 from line 20..... 42,194,045 76,195,472
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 (2013)
Form 990 (2013)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III ..............
1
Briefly describe the organization’s mission: Baylor Scott & White Health exists to serve all people by providing personalized health and wellness through exemplary care, education and research as a Christian ministry of healing.
2
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 $ 492,882,850 including grants of $   ) (Revenue $ 449,927,656 )
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. BHCS is now affiliated with Baylor Scott & White Health (BSWH), a faith-based nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the residents of North and Central Texas. BSWH is the largest not-for-profit health care system in Texas, and one of the largest in the United States. BSWH was formed from the 2013 combination of BHCS and Scott & White Healthcare.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 to affiliates of BSWH. BSWH exist to serve all people by providing personalized health and wellness through exemplary care, education, and research as a Christian ministry of healing. BSWH 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, BSWH'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 $701,800,000 which includes the unreimbursed cost of charity care, Medicaid, Medicare and other community benefits. BSWH's nonprofit hospitals provided community benefits (as reported on Form 990, Schedule H) in excess of $357,480,000 during the tax year, which included the unreimbursed cost of charity care, Medicaid and other community benefits, but excludes Medicare.
4b (Code:   ) (Expenses $ 22,677,524 including grants of $   ) (Revenue $ 27,106,457 )
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 $ 46,818,039 including grants of $ 46,818,039 ) (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 expensesMediumBullet562,378,413
Form 990 (2013)
Form 990 (2013)
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
Yes
 
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 other assistance to or for any foreign organization? 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 other assistance to or for foreign individuals? 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 (2013)
Form 990 (2013)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government 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 or 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 25a................ 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
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, 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
Yes
 
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 (2013)
Form 990 (2013)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V ..............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
490
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
2,892
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” to line 3b, 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 (2013)
Form 990 (2013)
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 or note to any line 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
9
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
8
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
Yes
 
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
Yes
 
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
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 (2013)
Form 990 (2013)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line 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; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) Joel Allison........................................................................
President/CEO/Trustee
 40.00
.......................   		X   X       2,828,659 0 194,951
(2) James Denison........................................................................
Trustee
 3.00
.......................   		X           1,565 0 0
(3) Walker Harman........................................................................
Trustee
 3.00
.......................   		X           3,305 0 0
(4) Roy Lamkin........................................................................
Trustee
 3.00
.......................   		X           1,534 0 0
(5) Thomas Leppert........................................................................
Trustee
 3.00
.......................   		X           4,094 0 0
(6) Janie Pena........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(7) Gwyn Clarkston Shea........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(8) Frank Wilson........................................................................
Trustee
 3.00
.......................   		X           0 0 0
(9) Donald Wills........................................................................
Trustee
 3.00
.......................   		X           1,275 0 0
(10) Mark Amiri........................................................................
Treasurer
 40.00
.......................   		    X       345,671 0 62,866
(11) William Boyd........................................................................
Chief Legal Off/Secret.
 40.00
.......................   		    X       1,131,925 0 237,251
(12) Gary Brock........................................................................
Chief Operating Officer
 40.00
.......................   		    X       1,220,640 0 274,129
(13) Fred Savelsbergh........................................................................
Chief Financial Officer
 40.00
.......................   		    X       836,179 0 221,765
(14) Amy Yeager........................................................................
VP Dep Gen Coun/Asst Sec
 40.00
.......................   		    X       310,713 0 61,715
(15) Paul Convery MD........................................................................
Sr Vice President/CMO
 40.00
.......................   		      X     1,041,419 0 239,828
(16) Dianne Grussendorf........................................................................
VP Managed Care
 40.00
.......................   		      X     339,445 0 63,610
(17) Keith Holtz........................................................................
Sr VP-Human Resources
 40.00
.......................   		      X     689,757 0 153,263
Form 990 (2013)
Form 990 (2013)
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; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) Rosemary Luquire........................................................................
Sr Vice President/CNO
 40.00
.......................   		      X     682,090 0 156,190
(19) John McWhorter........................................................................
Sr Vice President
 40.00
.......................   		      X     970,303 0 230,554
(20) Robert Michalski........................................................................
Chief Compliance Officer
 40.00
.......................   		      X     313,855 0 58,060
(21) Irving Prengler MD........................................................................
Sr Vice President/CMO
 40.00
.......................40.00 		      X     357,191 249,930 92,774
(22) Pam Bryant........................................................................
Sr Vice President/ Supply Chain
 40.00
.......................   		      X     342,055 0 56,460
(23) Jennifer C Stribling........................................................................
Sr Vice President/Mktg
 40.00
.......................   		      X     449,204 0 114,573
(24) David Ballard........................................................................
Sr VP Quality Hlth Care Im
 40.00
.......................   		      X     603,967 0 91,325
(25) William Roberts........................................................................
Chief Strategy Devel Off
 40.00
.......................   		      X     801,239 0 172,918
(26) Mark Teresi........................................................................
Sr VP Finance Operations
 40.00
.......................   		      X     432,688 0 70,141
(27) Janie Wade........................................................................
Sr VP Strat Fin Plng Analy
 40.00
.......................   		      X     360,755 0 59,517
(28) Jeremy Eaves........................................................................
Sr VP Revenue Cycle
 40.00
.......................   		      X     333,457 0 58,346
(29) Alan Miller MD........................................................................
Chief of Oncology
 32.00
.......................   		        X   530,761 0 35,441
(30) Donald Kennerly MD........................................................................
VP Chief Quality Officer
 40.00
.......................   		        X   573,894 0 83,195
(31) Clifford Fullerton........................................................................
VP Chronic Disease
 40.00
.......................   		        X   521,846 0 76,195
(32) Joseph Schneider........................................................................
Chief Information Officer
 40.00
.......................   		        X   536,545 0 61,553
(33) Neil Fleming........................................................................
VP Health Policy
 40.00
.......................   		        X   458,797 0 59,107
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 17,024,828 249,930 2,985,727
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet441
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
CB Richard Ellis2700 Post Oak Blvd Ste 250HoustonTX77065 Management Services 27,499,521
Hewitt Associates LLCP O Box 95135ChicagoIL606945135 HR Technology/Payroll 15,628,667
Allscripts Healthcare LLC24630 Network PlaceChicagoIL60673 Consulting 7,526,677
MEDCO Construction LLC2001 Bryan St Ste 2200DallasTX75201 Construction Services 6,072,205
Moroch3625 Hall St Ste 1100DallasTX75219 Advertising 4,891,479
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet174
Form 990 (2013)
Form 990 (2013)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d 5,038,534
e Government grants (contributions)1e 120,206
f All other contributions, gifts, grants, and
similar amounts not included above1f 		20,973
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 5,179,713
Program Service RevenueAmt Business Code
2a Corporate Services 561000 395,904,914 395,904,914    
b Rent 531120 38,534,018 38,534,018    
c Management Fees 561000 21,571,566 21,571,566    
d Meaningful Use 900099 2,226,356 2,226,356    
e Earnings from Affiliat 900099 779,537 779,537    
f All other program service revenue . 2,070,439 1,728,553 235,392 106,494
g Total. Add lines 2a–2f........MediumBullet 461,086,830
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 25,259,662 15,874,568 -1,074,396 10,459,490
4 Income from investment of tax-exempt bond proceeds..MediumBullet 72,715 72,715    
5 Royalties...........MediumBullet 15,360,345     15,360,345
(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 30,064,935 1,631,274
b Less: cost or other basis and sales expenses 25,090,237 1,516,868
c Gain or (loss) 4,974,698 114,406
d Net gain or (loss)..........MediumBullet 5,089,104     5,089,104
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 Parking 812930 2,246,731     2,246,731
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 2,246,731
12 Total revenue. See Instructions......MediumBullet 514,295,100 476,692,227 -839,004 33,262,164
Form 990 (2013)
Form 990 (2013)
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 or note to any line 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 46,818,039 46,818,039
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 .... 19,999,257   19,999,257  
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 183,879,189 183,879,189    
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 5,411,043 5,411,043    
9 Other employee benefits ....... 17,925,466 17,925,466    
10 Payroll taxes ........... 11,313,115 11,313,115    
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 8,669,311   8,669,311  
c Accounting ........... 906,288   906,288  
d Lobbying ........... 83,874 83,874    
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ...... 7,197,460   7,197,460  
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 102,959,950 102,959,950    
12 Advertising and promotion .... 15,844,151 15,844,151    
13 Office expenses ....... 52,819,314 52,819,314    
14 Information technology ...... 181,911 181,911    
15 Royalties ..        
16 Occupancy ........... 60,066,442 60,066,442    
17 Travel ............ 1,956,013 1,956,013    
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 6,676 6,676    
19 Conferences, conventions, and meetings .... 683,524 683,524    
20 Interest ........... 1,614,042 1,614,042    
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 51,169,147 51,169,147    
23 Insurance .............. 1,682,592 1,682,592    
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 2,241,265 2,241,265    
b Non-Medical Supplies 2,028,024 2,028,024    
c Special Functions 1,102,003 1,102,003    
d Federal Income Tax 277,284 277,284    
e All other expenses 2,315,349 2,315,349    
25 Total functional expenses. Add lines 1 through 24e 599,150,729 562,378,413 36,772,316 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 (2013)
Form 990 (2013)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ............. 14,051 1 14,051
2 Savings and temporary cash investments ......... 107,090,554 2 303,945,570
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 17,239,070 4 10,587,566
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
  6  
7 Notes and loans receivable, net .............   7  
8 Inventories for sale or use .............. 3,316,136 8 3,506,301
9 Prepaid expenses and deferred charges .......... 27,444,600 9 28,394,415
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 706,511,489
b Less: accumulated depreciation ..... 10b 329,837,517 384,769,507 10c 376,673,972
11 Investments—publicly traded securities .......... 1,030,780,459 11 1,167,503,229
12 Investments—other securities. See Part IV, line 11 ..... 340,204,470 12 338,204,773
13 Investments—program-related. See Part IV, line 11 ..... 563,333,185 13 621,510,694
14 Intangible assets ............... 6,708,569 14 8,491,769
15 Other assets. See Part IV, line 11 ........... 410,121,411 15 339,073,882
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 2,891,022,012 16 3,197,906,222
Liabilities 17 Accounts payable and accrued expenses ......... 1,488,805,188 17 1,756,086,437
18 Grants payable .................   18  
19 Deferred revenue ................ 23,230,476 19 22,416,498
20 Tax-exempt bond liabilities ............. 860,177,816 20 840,957,634
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 .. 27,125,760 23 24,023,405
24 Unsecured notes and loans payable to unrelated third parties .... 111,355,000 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.................... 338,133,727 25 366,871,776
26 Total liabilities. Add lines 17 through 25......... 2,848,827,967 26 3,121,710,750
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 .............. 23,755,067 27 53,330,198
28 Temporarily restricted net assets ........... 14,668,736 28 19,065,528
29 Permanently restricted net assets ........... 3,770,242 29 3,799,746
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 ........... 42,194,045 33 76,195,472
34 Total liabilities and net assets/fund balances ........ 2,891,022,012 34 3,197,906,222
Form 990 (2013)
Form 990 (2013)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
514,295,100
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
599,150,729
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-84,855,629
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
42,194,045
5
Net unrealized gains (losses) on investments ...............
5
13,526,515
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
105,330,541
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
76,195,472
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line 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 (2013)
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.
right arrow Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
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         0
(B) Baylor University Medical Center
  		751837454 03 Yes           0
(C) Baylor Health Care System Foundation
  		751606705 07   No         5,000,000
(D) Baylor Specialty Health Centers
  		751765385 03   No         0
(E) Baylor Health Services
  		751917311 03   No         0
(F) Baylor Medical Centers at Garland and McKinney
  		751037591 03   No         0
(G) Baylor Medical Center at Waxahachie
  		751844139 03   No         0
(H) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital
  		751037226 03   No         0
(I) Baylor Regional Medical Center at Grapevine
  		751844139 03   No         0
(J) Baylor Medical Center at Irving
  		752586857 03   No         100,000
(K) HealthTexas Provider Network
  		752536818 03   No         40,142,537
(L) Baylor All Saints Medical Center
  		751008430 03   No         0
(M) All Saints Health Foundation
  		751947007 07   No         0
(N) Baylor Regional Medical Center at Plano
  		820551704 03   No         0
(O) Irving Healthcare Foundation
  		751570933 07   No         0
Total 45,242,537

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..  
6 Public support. Subtract line 5 from line 4.  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..            
11 Total support (Add lines 7 through 10).  
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 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) 2009 (b) 2010 (c) 2011 (d) 2012 (e) 2013 (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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Explanation
 
 
 
 
Schedule A (Form 990 or 990-EZ) 2013

Additional Data


Software ID:  
Software Version:  
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.
Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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 its Form 990PF, Part I, line 2, 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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
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, RESTRICTEDRESTRICTED

$RESTRICTED


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

   
 
 

$  


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

   
 
 

$  


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

   
 
 

$  


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

   
 
 

$  


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

   
 
 

$  


(Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
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) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
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) (2013)

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.SchCMd Bullet Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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) 2013

Schedule C (Form 990 or 990-EZ) 2013
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) 2010 (b) 2011 (c) 2012 (d) 2013 (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) 2013


Schedule C (Form 990 or 990-EZ) 2013
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
 
12,601
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
149,220
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
 
No
 
j
Total. Add lines 1c through 1i ...............................
161,821
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
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.
Return Reference Explanation
Part II-B, Line 1: 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) 2013

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. SchDMd Bullet Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
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) 2013

Schedule D (Form 990) 2013
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 .... 5,522,559 5,112,372 5,049,251 3,856,814 3,856,814
b Contributions ........ 29,501   25 1,097  
c Net investment earnings, gains, and losses 478,965 539,827 134,448 1,231,471  
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		486,919 129,640 71,352 40,131  
f Administrative expenses ....          
g End of year balance ...... 5,544,106 5,522,559 5,112,372 5,049,251 3,856,814
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet0 %
b
Permanent endowment SchDMd Bullet100.000 %
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)
 
No
(ii) related organizations ........................
3a(ii)
Yes
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
Yes
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................   99,847,964 99,847,964
b Buildings ................   318,367,973 95,241,273 223,126,700
c Leasehold improvements ............        
d Equipment ................   288,295,552 234,596,244 53,699,308
e Other .................        
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 376,673,972
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b)Book value (c) Method of valuation:
Cost or end-of-year market value
(1)Financial derivatives    
(2)Closely-held equity interests 333,204,820 F
(3)Other
(A) Investment in USPI Stock 		4,999,953 F








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)Small Bullet 338,204,773
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) Invest-Health Care Ins Co of Tx 170,000 F
(2) Investment in Health Care Admin Svcs -244,000 C
(3) Invest-Baylor Research Institute 126,657,795 C
(4) Invest-Baylor Specialty Hlth Ctrs -1,128,935 C
(5) Investment in BHCS Foundation 96,581,124 C
(6) Invest Baylor Health Enterprises 57,685,637 C
(7) Investment in BHCS Holdings LLC 345,934 C
(8) Investment in Medco Construction LLC 8,423,375 C
(9) Investment in Baylor Inst. for Rehab -1,155,124 C
(10) Investment in Baylor Univ Med Center -420,287,452 C
(11) Investment in BMC at Waxahachie 40,474,831 C
(12) Investment in BMC at Garland McKinney 931,338 C
(13) Investment in BRMC at Grapevine 59,355,978 C
(14) Investment in HealthTexas Provider Network 290,975,386 C
(15) Investment in BMC at Irving 222,243 C
(16) Investment in Baylor All Saints Med Ctr 42,075,123 C
(17) Investment in BRMC at Plano 6,798,267 C
(18) Investment in Baylor Scott & White Health 7,500,000 C
(19) Investment in Arlington Sports Facility 5,000 C
(20) Investment in Skilled Healthcare Inc 215,477 C
(21) Investment in N Texas Laundry Coop 3,770,001 C
(22) Investment in Tx Care Alliance 662,565 C
(23) Loan to BMC at Carrollton 15,000,000 C
(24) Loan to Baylor All Saints Med Center 69,471,131 C
(25) Loan to BMC at Garland and McKinney 217,005,000 C
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet 621,510,694
Part IX
Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1) Bond Issue Costs 6,239,129
(2) Unexpended Bond Proceeds 52,534,165
(3) Self Insurance Trust 76,602,294
(4) S/T Security Lending Collateral 180,833,020
(5) Interest in Net Assets of Related Foundation 22,865,274




Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 339,073,882
Part X
Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes 1,114,239
Self Insurance Liability 47,312,008
Deferred Compensation 34,575,125
Derivative Liability 94,309,102
Reserve for Tail Coverage 5,940,809
Security Lending Collateral 180,833,020
Environmental Liability 2,787,473



Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 366,871,776
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 524,899,693
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains on investments .......... 2a 13,526,515
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d 9,146,475
e Add lines 2a through 2d ..................... 2e 22,672,990
3 Subtract line 2e from line 1..................... 3 502,226,703
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 12,068,397
c Add lines 4a and 4b....................... 4c 12,068,397
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 514,295,100
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 560,758,933
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 4,371,651
e Add lines 2a through 2d...................... 2e 4,371,651
3 Subtract line 2e from line 1..................... 3 556,387,282
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 42,763,447
c Add lines 4a and 4b....................... 4c 42,763,447
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 599,150,729
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
Part V, Line 4: The Baylor Health Care System Foundation endowments provide support for the activities and purposes of Baylor Health Care System and its affiliated entities (collectively, "BHCS"). They enable BHCS to advance its medical objective and mission, including sponsorship of patient care, research, and educational and training programs.
Part X, Line 2: The filing organization does not have separate individual audited financial statements; however, the organization is included in Baylor Health Care System's combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes". As of June 30, 2014 and 2013, the System had no material gross unrecognized tax benefits.
Part XI, Line 2d - Other Adjustments: Other Non-Op Expenses 8,172. Provision for Losses 9,212,462. Swap Interest Expense -74,159.
Part XI, Line 4b - Other Adjustments: Invest Income (Subpart F) 30,128. Foundation Funded Operations 4,726,403. Investment Fees 7,197,460. Gain/Loss on Sale of Assets 114,406.
Part XII, Line 2d - Other Adjustments: Foundation Funded Operations -4,726,403. Provision for Losses 9,212,460. Gain/Loss on Sale of Assets -114,406.
Part XII, Line 4b - Other Adjustments: Grants Recorded in Transfers Between Entities Under Common Control 35,500,000. Other Non-op Expenses -8,172. Investment Fees 7,197,460. Swap Interest Expense 74,159.
Schedule D (Form 990) 2013

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.Right pointing arrow large image Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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 its grants and
other 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 its grants and other assistance 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 Patent Annuities 554
Europe 0 0 Program Services Insurance Mtg/Medical Education 239,262
North America 0 0 Program Services Professional Fees 310,009
Middle East and North Africa 0 0 Program Services Billing & Collection 16,101
Central America and the Caribbean 0 0 Program Services Insurance Meetings 9,218
Central America and the Caribbean     Investments   389,961,499
Europe     Investments   14,561,206
           
           
           
           
           
           
           
           
           
           
3a Sub-total ..... 0 0 405,097,849
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 0 0 405,097,849
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2013
Schedule F (Form 990) 2013
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 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) 2013
Schedule F (Form 990) 2013Page 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) 2013
Schedule F (Form 990) 2013
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 organization may 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, Information 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) 2013
Schedule F (Form 990) 2013
Page 5
Part V
Supplemental Information
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).
ReturnReference Explanation
Part I, line 3: Accrual Basis
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
Schedule F (Form 990) 2013
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
lBullet Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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) 30,120   N/A N/A General Support
(2) American Heart Association
2630 West Freeway Suite 250
Fort Worth,TX76102 		13-5613797 501(c)(3) 11,175   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
One Bear Place 97340
Waco,TX76798 		74-1159753 501(c)(3) 10,140   N/A N/A General Support
(5) Baylor Health Care System Foundation
3600 Gaston Ave Ste 100
Dallas,TX75246 		75-1606705 501(c)(3) 5,000,000   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) 11,340   N/A N/A General Support
(8) Baptist University of the Americas
8019 S Pan Am Expressway
San Antonio,TX78224 		74-2599785 501(c)(3) 5,500   N/A N/A General Support
(9) Alzheimer's Association
4144 N Central Exprwy Ste 750
Dallas,TX75204 		75-2041194 501(c)(3) 8,100   N/A N/A General Support
(10) Christian Community Action
200 S Mill St
Lewisville,TX75057 		23-7319371 501(c)(3) 7,000   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) 27,290   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) Cornerstone Ranch
3933 CR 317
McKinney,TX75069 		41-2053259 501(c)(3) 9,000   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 Historical Society
PO Box 150038
Dallas,TX753150038 		75-0851204 501(c)(3) 9,720   N/A N/A General Support
(18) Dallas Institute of Humanities and Culture
2719 Routh Street
Dallas,TX75201 		75-1721049 501(c)(3) 24,500   N/A N/A General Support
(19) Daughters of World War II
5600 Lovers Lane Suite 116
Dallas,TX75209 		27-4215777 501(c)(3) 9,700   N/A N/A General Support
(20) Genesis Women's Shelter
4411 Lemmon Ave Suite 201
Dallas,TX75219 		75-1881365 501(c)(3) 9,500   N/A N/A General Support
(21) Grand Prairie ISD Education Foundation
2602 S Beltline
Grand Prairie,TX750531170 		73-1697703 501(c)(3) 6,000   N/A N/A General Support
(22) Helps International
15301 Dallas Pkwy Ste 200
Addison,TX75001 		75-1966419 501(c)(3) 15,000   N/A N/A General Support
(23) HealthTexas Provider Network
8080 N Cntrl Expwy Ste 1700
Dallas,TX75206 		75-2536818 501(c)(3) 40,142,537   N/A N/A General Support
(24) Hope Clinic
411 E Jefferson
Waxahachie,TX75165 		75-2960314 501(c)(3) 60,000   N/A N/A General Support
(25) Injury Prevention Center of Greater Dallas
PO Box 36067
Dallas,TX75235 		75-2089180 501(c)(3) 50,000   N/A N/A General Support
(26) Irving Schools Foundation
2621 W Airport Freeway
Irving,TX75062 		75-2072755 501(c)(3) 12,000   N/A N/A General Support
(27) Kidney Texas Inc
6138 Berkshire Lane Suite 10
Dallas,TX75225 		75-2847008 501(c)(3) 24,100   N/A N/A General Support
(28) ManeGait Therapeutic Horsemanship
3160 N Custer
McKinney,TX75071 		26-1525268 501(c)(3) 9,700   N/A N/A General Support
(29) Literacy Instruction for Life
2121 Main Street Suite 100
Dallas,TX75201 		75-1095223 501(c)(3) 14,650   N/A N/A General Support
(30) Leukemia & Lymphoma Society
8111 LBJ Freeway Ste 425
Dallas,TX75251 		13-5644916 501(c)(3) 42,800   N/A N/A General Support
(31) March of Dimes North Texas Chapter
12660 Coit Road Ste 200
Dallas,TX752511311 		13-1846366 501(c)(3) 14,400   N/A N/A General Support
(32) National Black Caucus of State Legislature
444 N Capitol St NW Suite 622
Washington,DC20001 		52-1218832 501(c)(3) 15,000   N/A N/A General Support
(33) National Kidney Foundation
5429 LBJ Freeway Ste 250
Dallas,TX75240 		75-6033760 501(c)(3) 8,400   N/A N/A General Support
(34) Plano Independent School District Foundation
2700 W 15th St
Plano,TX75075 		75-2481906 501(c)(3) 5,856   N/A N/A General Support
(35) North Texas Food Bank
4500 S Cockrell Hill
Dallas,TX75236 		75-1785357 501(c)(3) 7,500   N/A N/A General Support
(36) McKinney Main Street
111 N Tennessee
McKinney,TX75069 		04-3615798 501(c)(3) 6,000   N/A N/A General Support
(37) Metrocrest Social Services
1111 W Belt Line Suite 100
Carrollton,TX75006 		75-1548334 501(c)(3) 6,800   N/A N/A General Support
(38) Salesmanship Club-Youth and Family Centers
106 E 10th
Dallas,TX75203 		75-1855620 501(c)(3) 16,445   N/A N/A General Support
(39) 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
(40) Tarrant Area Food Bank
2600 Cullen Street
Fort Worth,TX76107 		75-1822473 501(c)(3) 7,500   N/A N/A General Support
(41) Operation Care
PO Box 224136
Dallas,TX75222 		75-2959602 501(c)(3) 5,750   N/A N/A General Support
(42) The Senior Source
3910 Harry Hines Blvd
Dallas,TX75219 		75-1085555 501(c)(3) 49,240   N/A N/A General Support
(43) The Dallas Foundation
3963 Maple Avenue Suite 390
Dallas,TX75219 		75-2890371 501(c)(3) 9,330   N/A N/A General Support
(44) YMCA
601 N Akard
Dallas,TX75201 		75-0800696 501(c)(3) 6,000   N/A N/A General Support
(45) The Foundation of the National Student Nurses
45 Main Street Suite 606
Brooklyn,NY11201 		13-3123125 501(c)(3) 11,000   N/A N/A General Support
(46) The Junior League of Dallas
8003 Inwood Rd
Dallas,TX75209 		75-1004680 501(c)(3) 12,105   N/A N/A General Support
(47) Canine Companions for Independence
2965 Dutton Ave
Santa Rosa,CA95402 		94-2494324 501(c)(3) 500,000   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
46
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) 2013

Schedule I (Form 990) 2013
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. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Return Reference Explanation
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 the organization'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 the organization and/or outlined in an implementation strategy, (2) Serves an under-served community or group of people through medical mission work to improve their health status (3) promotes health in the community, (4) supports community buildings activities that protect or improves the community's health or safety and/or (5) provides positive visibility and good community relations with other organization serving the health needs of the community . For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BSWH 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.
Schedule I (Form 990) 2013


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, line 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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
directors, trustees, officers, including 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
Yes
 
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) 2013

Schedule J (Form 990) 2013
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)		 1,073,317
0 		871,329
0 		884,013
0 		172,790
0 		22,161
0 		3,023,610
0 		837,873
0
(2)Mark AmiriTreasurer (i)
(ii)		 286,446
0 		55,599
0 		3,626
0 		42,843
0 		20,023
0 		408,537
0 		0
0
(3)William BoydChief Legal Off/Secret. (i)
(ii)		 582,787
0 		298,107
0 		251,031
0 		215,925
0 		21,326
0 		1,369,176
0 		225,260
0
(4)Gary BrockChief Operating Officer (i)
(ii)		 701,331
0 		357,762
0 		161,547
0 		257,357
0 		16,772
0 		1,494,769
0 		139,579
0
(5)Fred SavelsberghChief Financial Officer (i)
(ii)		 544,895
0 		272,384
0 		18,900
0 		201,110
0 		20,655
0 		1,057,944
0 		0
0
(6)Amy YeagerVP Dep Gen Coun/Asst Sec (i)
(ii)		 257,801
0 		51,803
0 		1,109
0 		39,156
0 		22,559
0 		372,428
0 		0
0
(7)Paul Convery MDSr Vice President/CMO (i)
(ii)		 341,143
0 		166,110
0 		534,166
0 		83,640
0 		156,188
0 		1,281,247
0 		594,111
0
(8)Dianne GrussendorfVP Managed Care (i)
(ii)		 280,077
0 		55,902
0 		3,466
0 		42,267
0 		21,343
0 		403,055
0 		0
0
(9)Keith HoltzSr VP-Human Resources (i)
(ii)		 320,366
0 		179,245
0 		190,146
0 		130,996
0 		22,267
0 		843,020
0 		0
0
(10)Rosemary LuquireSr Vice President/CNO (i)
(ii)		 360,076
0 		186,319
0 		135,695
0 		134,977
0 		21,213
0 		838,280
0 		117,417
0
(11)John McWhorterSr Vice President (i)
(ii)		 560,547
0 		291,199
0 		118,557
0 		208,095
0 		22,459
0 		1,200,857
0 		102,398
0
(12)Robert MichalskiChief Compliance Officer (i)
(ii)		 243,376
0 		48,720
0 		21,759
0 		36,921
0 		21,139
0 		371,915
0 		20,231
0
(13)Irving Prengler MDSr Vice President/CMO (i)
(ii)		 235,806
246,417 		113,389
0 		7,996
3,513 		32,307
36,266 		11,680
12,521 		401,178
298,717 		0
0
(14)Pam BryantSr Vice President/ Supply Chain (i)
(ii)		 287,914
0 		52,508
0 		1,633
0 		42,644
0 		13,816
0 		398,515
0 		0
0
(15)Jennifer C StriblingSr Vice President/Mktg (i)
(ii)		 253,033
0 		130,389
0 		65,782
0 		95,072
0 		19,501
0 		563,777
0 		51,451
0
(16)David BallardSr VP Quality Hlth Care Im (i)
(ii)		 451,455
0 		136,195
0 		16,317
0 		69,896
0 		21,429
0 		695,292
0 		0
0
(17)William RobertsChief Strategy Devel Off (i)
(ii)		 451,271
0 		202,778
0 		147,190
0 		152,468
0 		20,450
0 		974,157
0 		127,881
0
(18)Mark TeresiSr VP Finance Operations (i)
(ii)		 350,077
0 		77,204
0 		5,407
0 		51,442
0 		18,699
0 		502,829
0 		0
0
(19)Janie WadeSr VP Strat Fin Plng Analy (i)
(ii)		 299,739
0 		60,254
0 		762
0 		40,734
0 		18,783
0 		420,272
0 		0
0
(20)Jeremy EavesSr VP Revenue Cycle (i)
(ii)		 277,179
0 		55,855
0 		423
0 		38,782
0 		19,564
0 		391,803
0 		0
0
(21)Alan Miller MDChief of Oncology (i)
(ii)		 453,199
0 		77,172
0 		390
0 		12,750
0 		22,691
0 		566,202
0 		0
0
(22)Donald Kennerly MDVP Chief Quality Officer (i)
(ii)		 434,254
0 		81,940
0 		57,700
0 		64,404
0 		18,791
0 		657,089
0 		51,438
0
(23)Clifford FullertonVP Chronic Disease (i)
(ii)		 398,317
0 		77,007
0 		46,522
0 		58,022
0 		18,173
0 		598,041
0 		38,581
0
(24)Joseph SchneiderChief Information Officer (i)
(ii)		 317,740
0 		58,918
0 		159,887
0 		43,151
0 		18,402
0 		598,098
0 		154,992
0
(25)Neil FlemingVP Health Policy (i)
(ii)		 271,082
0 		64,064
0 		123,651
0 		40,435
0 		18,672
0 		517,904
0 		119,460
0
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 3
Part III
Supplemental Information
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.
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. Fifteen 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. Fifteen 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, Lines 4a-b Keith Holtz's employment with the organization terminated during the tax year and he received a severance payment of $175,000. 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. ($51,438), Fred Savelsbergh, Gary Brock, Jennifer Stribling, Joel Allison ($348,083), John McWhorter, Keith Holtz, Mark Amiri, Robert Michalski, William Roberts ($59,855), Mark Teresi, Cliff Fullerton, M.D. ($38,581), Pam Bryant, Paul Convery, M.D. ($63,189), Rosemary Luquire ($20,231), Janie Wade, Irving Prengler, M.D., Jeremy Eaves, Joseph Schneider, ($154,992), Neil Fleming ($119,460) and William Boyd ($105,152). 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 ($489,790), Gary Brock ($289,645), John McWhorter ($226,359), Paul Convery, M.D. ($207,832), William Boyd ($245,151), Fred Savelsbergh ($119,447), Jennifer Stribling ($106,956), Keith Holtz ($76,302) Rosemary Luquire ($151,677) and William Roberts ($151,293).
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.
Sch J, 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) 2013

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.
SchKMediumBulletInformation about Schedule K (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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 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
C 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 . . . . . . . . . . . . . .        
2 Amount of bonds legally defeased . . . . . . . . . . .        
3 Total proceeds of issue . . . . . . . . . . . . . . 211,177,797 366,173,160 217,331,496  
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 3,152,743 2,262,768  
8 Credit enhancement from proceeds . . . . . . . . . . .        
9 Working capital expenditures from proceeds . . . . . . . . .        
10 Capital expenditures from proceeds . . . . . . . . . . . 193,964,644 193,964,644 127,970,347  
11 Other spent proceeds . . . . . . . . . . . . . . 207,650,214 150,000,000 50,000,000  
12 Other unspent proceeds . . . . . . . . . . . . . . 13,976,194 13,976,194 37,098,381  
13 Year of substantial completion . . . . . . . . . . . . 2009
Yes No Yes No Yes No Yes No
14 Were the bonds issued as part of a current refunding issue? . . . . . X   X   X      
15 Were the bonds issued as part of an advance refunding issue? . . . . .   X   X   X    
16 Has the final allocation of proceeds been made? . . . . . . . . X     X   X    
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . . 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    
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .   X   X   X    
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50193E
Schedule K (Form 990) 2013
Schedule K (Form 990) 2013
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      
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      
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .   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        
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 0.100 % 0 % 0 %  
6 Total of lines 4 and 5 . . . . . . . . . . . . . 0.100 % 0 % 0 %  
7 Does the bond issue meet the private security or payment test? . . . . .   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    
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      
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    
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .   X X   X      
b Exception to rebate? . . . . . . . . X     X   X    
c No rebate due? . . . . . . . .   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      
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?   X   X   X    
b Name of provider . . . . . . . . .  
  		 
  		 
  		 
 
c Term of hedge . . . . . . . . . .        
d Was the hedge superintegrated? . . . .                
e Was the hedge terminated? . . . . . .                
Schedule K (Form 990) 2013
Schedule K (Form 990) 2013
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    
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    
7 Has the organization established written procedures to monitor the requirements of section 148? . . . X   X   X      
Part V
Procedures To Undertake Corrective Action
A B C D
Yes No Yes No Yes No Yes No
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      
Part VI
Supplemental Information. Provide additional information for responses to questions on Schedule K (see instructions).
Return Reference Explanation
Part II, Line 3, Column C: Total Proceeds of Issue: The difference between Part I, Line B, Column (e) and Part II, Line 3 is due to investment earnings of $130,027.
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 $68,728.
Schedule K (Form 990) 2013

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.
MediumBulletInformation about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
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) 2013
Schedule L (Form 990 or 990-EZ) 2013
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. 6,232,351 Purchased Services, Rent, Royalty   No
(2) BIR JV LLP (BIR JV)
  		John McWhorter, organization's SVP, serves as a Board Member of BIR JV. 6,232,351 Purchased Services, Rent, Royalty   No
(3) Texas Health Ventures Group LLC (THVG)
  		Gary Brock, organization's COO, serves as a board member of THVG. 9,779,073 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 9,779,073 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. 11,425,729 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. 11,425,729 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. 21,139,347 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. 21,139,347 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. 21,139,347 Rental of real property and management services   No
(10) Texas Heart Hospital of the Southwest LLP (THHSW)
  		John McWhorter, organization's SVP, serves as a Board Member of THHSW. 21,139,347 Rental of real property and management services   No
(11) Baylor Health Enterprises LP (BHE)
  		John McWhorter, organization's SVP, serves as a Board Member of BHE. 1,532,401 Purchased Services and rent   No
(12) Baylor Health Enterprises LP (BHE)
  		John McWhorter, organization's SVP, serves as a Board Member of BHE. 24,127,500 Capital Contribution   No
(13) Health Care Insurance Company of Texas Ltd
  		Joel Allison, organization's Pres/CEO, serves as a Board Member of HCICT. 2,313,014 Capital Contribution   No
(14) Health Care Insurance Company of Texas Ltd
  		Gary Brock, organization's COO, serves as a Board Member of HCICT. 2,313,014 Capital Contribution   No
(15) Health Care Insurance Company of Texas Ltd
  		William Boyd, organization's CLO, serves as Bd Member of HCICT. 2,313,014 Capital Contribution   No
(16) Health Care Insurance Company of Texas Ltd
  		Paul Convery, organization's SVP/CMO, serves as a Board Member of HCICT. 2,313,014 Capital Contribution   No
(17) Health Care Insurance Company of Texas Ltd
  		Fred Savelsbergh, organization's CFO, serves as a Board Member of HCICT. 2,313,014 Capital Contribution   No
(18) Health Care Insurance Company of Texas Ltd (HCICT)
  		Mark Teresi, organization's SVP/Finance, serves as a board member of HCICT. 2,313,014 Capital Contribution   No
(19) Health Care Insurance Company of Texas Ltd (HCICT)
  		Rosemary Luquire, organization's CNO, serves as a board member of HCICT. 2,313,014 Capital Contribution   No
(20) Baylor Health Enterprises LP (BHE)
  		Fred Savelsbergh, organization's CFO, serves as a Board Member of BHE. 1,532,401 Purchased Services and rent   No
(21) Baylor Health Enterprises LP (BHE)
  		Fred Savelsbergh, organization's CFO, serves as a Board Member of BHE. 24,127,500 Capital Contribution   No
Part V
Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).
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 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) 2013

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.
MediumBullet Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

75-1812652
Return Reference Explanation
Form 990, Part VI, Section A, line 4 Changes to Governing Documents: Effective October 1, 2013, Baylor Health Care System, a Texas nonprofit corporation (BHCS), and Scott & White Healthcare ("SWHC"), a Texas nonprofit corporation, consummated their affiliation pursuant to an Affiliation Agreement (the "Agreement") dated June 19, 2013. BHCS and SWHC formed Baylor Scott & White Holdings (BSW Holdings), a Texas nonprofit corporation. While the receipt of the Internal Revenue Service (IRS) tax-exempt and public charity determination letter for BSW Holdings was pending, BHCS and SWHC formed a Texas limited liability company, Baylor Scott & White Health LLC (BSW Holdings LLC). On December 31, 2013, BSW Holdings received a favorable determination letter from the IRS regarding their tax-exempt and public charity status. Effective March 1, 2014, BSW Holdings LLC was merged into BSW Holdings. BSW Holdings is now the sole member of BHCS and SWHC and has control and substantial reserved powers over all BHCS and SWHC material affiliates including the organization, as more fully described in the exemption application filed with the Internal Revenue Service for BSW Holdings. Pursuant to this transaction, the organizational documents for the organization were amended to give BSW Holdings, the sole member of the organization, control and substantial reserved powers over the organization, including approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization.
Form 990, Part VI, Section A, line 6 Members or stockholders: The organization is a Texas nonprofit membership organization in which BSW Holdings, a tax-exempt, Texas nonprofit corporation, is the sole member.
Form 990, Part VI, Section A, line 7a Election of members of governing body by members, stockholders, or other persons: The sole member, BSW Holdings, elects and removes the members of the governing body.
Form 990, Part VI, Section A, line 7b Governing body decisions subject to approval: All rights and powers are reserved to the sole member, BSW Holdings, except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by Joint Commission. For example, the member's reserved rights and powers include, without limitation, approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization.
Form 990, Part VI, Section B, line 11 Process used to review the Form 990: The Form 990 is prepared and reviewed by BSWH's tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
Form 990, Part VI, Section B, line 12c Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with an 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 BSW Holdings Board of Trustees Audit and Compliance Committee and the BSW Holdings Corporate Compliance Committee review all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual.
Form 990, Part VI, Section B, line 15 Process for determining compensation: The organization, a controlled affiliate of BHCS, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help BHCS maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers' and key employees' total compensation is based on significant performance achievements. This strategy, known as the Performance Award Program, places 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 (C&G 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 C&G Committee, on behalf of the organization, work directly with an 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 C&G 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 C&G 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 C&G 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 C&G 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 C&G Committee minutes which are timely reviewed and approved by the C&G Committee.
Form 990, Part VI, Section C, line 19 Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BHCS that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public.
Form 990, Part VII, Hours Devoted to Related Organizations Irving Prengler 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.
Form 990, Part IX, line 11g Contract Labor: Program service expenses 6,005,187. Management and general expenses 0. Fundraising expenses 0. Total expenses 6,005,187. Other Purchased Services: Program service expenses 50,563,497. Management and general expenses 0. Fundraising expenses 0. Total expenses 50,563,497. Repairs & Maintenance: Program service expenses 15,165,190. Management and general expenses 0. Fundraising expenses 0. Total expenses 15,165,190. Professional Fees: Program service expenses 35,494,633. Management and general expenses 0. Fundraising expenses 0. Total expenses 35,494,633. Corporate Overhead: Program service expenses -4,268,557. Management and general expenses 0. Fundraising expenses 0. Total expenses -4,268,557.
Form 990, Part XI, line 9: Transfers Between Entities Under Common Control 103,247,388. Changes in Net Assets of Related Foundation 4,426,295. Captive Investment Income (Subpart F) -30,128. Contributed Capital-Foreign Captive -2,313,014.
Part XII, Line 2c, Audit & Compliance Committee: As a result of the changes in the governance structure described in Part VI, Line 4, the oversight and selection process of the organization's audit and compilation of its financial statements including the selection of the independent accountant was transferred to the Audit and Compliance Committee of Baylor Scott & White Health LLC effective October 1, 2013 and subsequently transferred to Baylor Scott & White Holdings on March 1, 2014.
Form 990 Pt I Line 4 & Pt VI Line 1b: Number of Independent Board Members One of the organization's members of the governing body also serves as a board member 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 BSW Holdings, the organization's parent, to serve as community board representatives of those related partnerships to ensure the partnership is operated in a charitable manner and in accordance with BSW Holdings' 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) 2013

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" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.
MediumBullet Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
Baylor Health Care System
 
Employer identification number

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


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity
(1) Health Care Administrative Services LLC
2215B Suite 5 Renaissance
Las Vegas,NV89119
35-2234028 		Management Services NV 22,920 91,221 Baylor Health Care System
 
(2) BHCS Holdings LLC
2001 Bryan Street Suite 2200
Dallas,TX75201
 Holding Company TX 0 355,290 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" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.
(a)
Name, address, and EIN of related organization


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


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

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1) All Saints Health Foundation

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1008430 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(3) Baylor Health Care System Employee Benefit Trust

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1848557 		VEBA TX 501(c)(9) Line 9 Baylor Health Care System
 
Yes
 
(4) Baylor Health Care System Foundation

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1606705 		Fundraising TX 501(c)(3) Line 7 Baylor Health Care System
 
Yes
 
(5) Baylor Health Services

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1917311 		Inactive TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(6) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1037226 		Rehabilitation Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(7) Baylor Medical Center at Carrollton

2001 Bryan Street Suite 2200

Dallas,TX75201
45-4510252 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(8) Baylor Medical Center at Irving

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1844139 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(10) Baylor Medical Centers at Garland and McKinney

2001 Bryan Street Suite 2200

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

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1777119 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(12) Baylor Regional Medical Center at Plano

2001 Bryan Street Suite 2200

Dallas,TX75201
82-0551704 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(13) Baylor Research Institute

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1921898 		Research TX 501(c)(3) Line 4 Baylor Health Care System
 
Yes
 
(14) Baylor Scott & White Health

2001 Bryan Street Suite 2200

Dallas,TX75201
46-3131350 		Management Services TX 501(c)(3) Line 11b, II Baylor Scott & White Holdings
 
Yes
 
(15) Baylor Scott & White Holdings

2001 Bryan Street Suite 2200

Dallas,TX75201
46-3130985 		Parent TX 501(c)(3) Line 11b, II N/A
 
No
(16) Baylor Specialty Health Centers

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1765385 		Long Term Acute Care Hospitals TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(17) Baylor University Medical Center

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1837454 		Acute Care Hospital TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(18) Brenham Care Center

2401 S 31st Street

Temple,TX76508
74-2663229 		Inactive TX 501(c)(3) Line 9 Scott & White Hospital-Brenham
 
Yes
 
(19) Dallas County Indigent Care Corporation

PO Box 655999

Dallas,TX75265
26-0610562 		Indigent Care TX 501(c)(3) Line 11a, I Baylor Health Care System
 
 
No
(20) HealthTexas Provider Network

2001 Bryan Street Suite 2200

Dallas,TX75201
75-2536818 		Physician Services TX 501(c)(3) Line 3 Baylor Health Care System
 
Yes
 
(21) Hillcrest Baptist Medical Center

100 Hillcrest Medical Blvd

Waco,TX76712
74-1161944 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Memorial Hospital
 
Yes
 
(22) Hillcrest Family Health Center

100 Hillcrest Medical Blvd

Waco,TX76712
74-2730350 		Physician Services TX 501(c)(3) Line 11a, I Hillcrest Baptist Medical Center
 
Yes
 
(23) Hillcrest Physician Services

100 Hillcrest Medical Blvd

Waco,TX76712
74-2967081 		Physician Services TX 501(c)(3) Line 11a, I Hillcrest Baptist Medical Center
 
Yes
 
(24) Irving Healthcare Foundation

2001 Bryan Street Suite 2200

Dallas,TX75201
75-1570933 		Fundraising TX 501(c)(3) Line 3 Baylor Medical Center at Irving
 
Yes
 
(25) Scott & White Clinic

2401 S 31st Street

Temple,TX76508
74-2958277 		Physician Services TX 501(c)(3) Line 9 Scott & White Healthcare
 
Yes
 
(26) Scott & White Continuing Care Hospital

2401 S 31st Street

Temple,TX76508
20-2850920 		Long Term Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(27) Scott & White EMS Inc

2401 S 31st Street

Temple,TX76508
75-3242749 		Emergency Transport TX 501(c)(3) Line 9 Scott & White Memorial Hospital
 
Yes
 
(28) Scott & White Foundation-Brenham

2401 S 31st Street

Temple,TX76508
74-2460815 		Fundraising TX 501(c)(3) Line 7 Scott & White Hospital-Brenham
 
Yes
 
(29) Scott & White Health Plan

2401 S 31st Street

Temple,TX76508
74-2052197 		HMO/Insurance TX 501(c)(4)   Scott & White Healthcare
 
Yes
 
(30) Scott & White Healthcare

2401 S 31st Street

Temple,TX76508
26-4532547 		Management Services TX 501(c)(3) Line 11a, I Baylor Scott & White Holdings
 
Yes
 
(31) Scott & White Healthcare Foundation

2401 S 31st Street

Temple,TX76508
27-3513154 		Fundraising TX 501(c)(3) Line 7 Scott & White Healthcare
 
Yes
 
(32) Scott & White Hospital-Brenham

2401 S 31st Street

Temple,TX76508
74-2519752 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(33) Scott & White Hospital-College Station

2401 S 31st Street

Temple,TX76508
27-4434451 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(34) Scott & White Hospital-Llano

2401 S 31st Street

Temple,TX76508
27-3026151 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(35) Scott & White Hospital-Marble Falls

2401 S 31st Street

Temple,TX76508
46-4007700 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(36) Scott & White Hospital-Round Rock

2401 S 31st Street

Temple,TX76508
20-3749695 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(37) Scott & White Hospital-Taylor

2401 S 31st Street

Temple,TX76508
74-1595711 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(38) Scott & White Medical Plan Trust

2401 S 31st Street

Temple,TX76508
74-2866102 		VEBA TX 501(c)(9) Line 9 Scott & White Healthcare
 
Yes
 
(39) Scott & White Memorial Hospital

2401 S 31st Street

Temple,TX76508
74-1166904 		Acute Care Hospital TX 501(c)(3) Line 3 Scott & White Healthcare
 
Yes
 
(40) Scott & White Memorial Hospital Employee Welfare Benfit Trust

2401 S 31st Street

Temple,TX76508
74-2939712 		VEBA TX 501(c)(9) Line 9 Scott & White Healthcare
 
Yes
 
(41) Southern Sector Health Initiative

2001 Bryan Street Suite 2200

Dallas,TX75201
26-3087442 		Diabetes Health & Wellness Center TX 501(c)(3) Line 11a, I Baylor University Medical Center
 
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 2
Part III
Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.
(a)
Name, address, and EIN of
related organization



 		(b)
Primary activity




 		(c)
Legal
domicile
(state or foreign
country)


 		(d)
Direct controlling
entity



 		(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) Arlington Ortho & Spine Hospital LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
26-1578178 		Short Stay Hospital TX N/A
                  
(2) Arlington Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2748040 		Ambulatory Surgery Center TX N/A
                  
(3) Baylor Affiliated Services LLC

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

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2834135 		Specialty Hospital TX N/A
                  
(5) Baylor Scott & White Health LLC

4005 Crutcher Suite 310
Dallas,TX75246
46-3748258 		Parent TX N/A
                  
(6) Baylor Surgicare at Ennis LLC

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

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-1835675 		Ambulatory Surgery Center TX N/A
                  
(9) Baylor Surgicare at Plano Parkway LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-4282604 		Ambulatory Surgery Center TX N/A
                  
(10) Baylor Surgicare at Plano LLC

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
56-2297308 		Ambulatory Surgery Center TX N/A
                  
(12) BIR JV LLP

4714 Gettysburg Rd
Mechanicsburg,PA17055
27-4586141 		Rehabilitation Hospitals TX N/A
                  
(13) BTDI JV LLP

5214 Maryland Way Suite 200
Brentwood,TN37207
46-2908086 		Imaging Centers TX N/A
                  
(14) Dallas Surgical Partners LLC

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2708579 		Ambulatory Surgery Center TX N/A
                  
(16) Desoto Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2592508 		Ambulatory Surgery Center TX N/A
                  
(17) EBD JV LLP

10077 Grogans Mill Rd Suite 100
The Woodlands,TX77380
45-5434614 		Free Standing Emergency Hospitals TX N/A
                  
(18) ESWCT LLC

10077 Grogans Mill Rd Ste 100
The Woodlands,TX77380
90-0899017 		Free Standing Emergency Hospitals TX N/A
                  
(19) Frisco Medical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2865177 		Short Stay Hospital TX N/A
                  
(20) Ft Worth Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2658178 		Short Stay Hospital TX N/A
                  
(21) Garland Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2764855 		Ambulatory Surgery Center TX N/A
                  
(22) GlobalRehab LP

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

4714 Gettysburg Rd
Mechanicsburg,PA17055
20-5558682 		Rehabilitation Hospitals TX N/A
                  
(24) Grapevine Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2854711 		Ambulatory Surgery Center TX N/A
                  
(25) HealthTexas Provider Network-Gastro Serv LLP

2001 Bryan St Ste 2200
Dallas,TX75201
73-1697736 		Physician Services TX N/A
                  
(26) Irving Coppell Surgical Hospital LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
54-2086863 		Short Stay Hospital TX N/A
                  
(27) Lewisville Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2862263 		Ambulatory Surgery Center TX N/A
                  
(28) Lone Star Endoscopy Center LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-3635726 		Ambulatory Surgery Center TX N/A
                  
(29) MEDCO Construction LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
20-5965871 		Construction TX Baylor Health Care System
  		Related 2,117,097 40,607,034   No   Yes   65.000 %
(30) Metrocrest Surgery Center LP

15305 Dallas Parkway Suite 1600
Addison,TX75001
03-0380493 		Ambulatory Surgery Center TX N/A
                  
(31) Metroplex Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2567179 		Ambulatory Surgery Center TX N/A
                  
(32) MSH Partners LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2829613 		Short Stay Hospital TX N/A
                  
(33) North Central Surgical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-1508140 		Short Stay Hospital TX N/A
                  
(34) North Garland Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
56-2399993 		Ambulatory Surgery Center TX N/A
                  
(35) Park Cities Surgery Center LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
56-2357079 		Ambulatory Surgery Center TX N/A
                  
(36) Physicians Surgical Center of Ft Worth LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-8303422 		Ambulatory Surgery Center TX N/A
                  
(37) Rockwall Ambulatory Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-5506447 		Ambulatory Surgery Center TX N/A
                  
(38) RockwallHeath Surgery Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-0334166 		Ambulatory Surgery Center TX N/A
                  
(39) SeniorCare Associates LP

4714 Gettysburg Rd
Mechanicsburg,PA17055
20-1937212 		Rehabilitation Hospitals TX N/A
                  
(40) Specialty Surgery Center of Fort Worth LP

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

15305 Dallas Parkway Suite 1600
Addison,TX75001
20-0606781 		Ambulatory Surgery Center TX N/A
                  
(42) Texas Endoscopy Center LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
47-0985876 		Ambulatory Surgery Center TX N/A
                  
(43) Texas Health Venture Group LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2696845 		Holds interests in ASCs/ Short Stay Hospitals TX N/A
                  
(44) Texas Heart Hospital of the Southwest LLP

2001 Bryan Street Suite 2200
Dallas,TX75201
41-2101361 		Specialty Hospital TX N/A
                  
(45) THVG Bariatric LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
38-3894636 		Holds interests in Ambulatory Surgery Centers TX N/A
                  
(46) Trophy Club Medical Center LLP

15305 Dallas Parkway Suite 1600
Addison,TX75001
48-1260190 		Short Stay Hospital TX N/A
                  
(47) Tuscan Surgery Center at Las Colinas LLC

15305 Dallas Parkway Suite 1600
Addison,TX75001
27-3578014 		Ambulatory Surgery Center TX N/A
                  
(48) University Surgical Partners of Dallas LLP

15305 Dallas Pkwy Suite 1600
Addison,TX75001
55-0823809 		Ambulatory Surgery Center TX N/A
                  
(49) Valley View Surgicare Partners Ltd

15305 Dallas Parkway Suite 1600
Addison,TX75001
75-2900902 		Ambulatory Surgery Center TX N/A
                  
Part IV
Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
26-1661900 		Condo Association TX N/A
 C       Yes  
(2) Baylor Health Enterprises LP

2001 Bryan Street Suite 2200
Dallas,TX75201
75-1997378 		Fitness Center/Pharmacy/ Hotel TX Baylor Health Care System
  		C 18,815,692 4,874,924 100.000 % Yes  
(3) Baylor Health Network Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2463251 		Billing/Collection TX N/A
 C       Yes  
(4) Baylor Med Ctr at Grapevine Condo Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2747555 		Condo Association TX N/A
 C       Yes  
(5) Baylor Quality Health Care Alliance LLC

2001 Bryan Street Suite 2200
Dallas,TX75201
45-4015863 		ACO TX N/A
 C       Yes  
(6) BMP Incorporated

2001 Bryan Street Suite 2200
Dallas,TX75201
75-1436779 		Post Office TX N/A
 C       Yes  
(7) BUMCRoberts Condominium Owners Association Inc

2001 Bryan Street Suite 2200
Dallas,TX75201
75-2897806 		Condo Association TX N/A
 C       Yes  
(8) Charitable Remainder Trusts (63)

 
 
Investment TX N/A
         Yes  
(9) Charitable Lead Trusts (2)

 
 
Investment TX N/A
         Yes  
(10) Health Care Insurance Company of Texas Ltd

PO Box GT 720 W Bay Rd
Grand Cayman    
CJ
98-0403182 		Investment CJ Baylor Health Care System
  		C 30,128 2,158,901 100.000 % Yes  
(11) Hillcrest Health Holdings Inc

3000 Herring St
Waco,TX76708
74-2793367 		Management Services TX N/A
 C       Yes  
(12) Insurance Company of Scott & White

2401 S 31st Street
Temple,TX76508
74-3092083 		Insurance TX N/A
 C       Yes  
(13) Scott & White Assurance Ltd

23 Lime Tree Bay
Grand Cayman    
CJ
98-0589956 		Investment CJ N/A
 C       Yes  
(14) Scott & White Properties Holdings Inc

2401 S 31st Street
Temple,TX76508
45-2920596 		Investment TX N/A
 C       Yes  
(15) Scott & White Properties Inc

2401 S 31st Street
Temple,TX76508
74-2497061 		Hotel Services TX N/A
 C       Yes  
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 3
Part V
Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
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
 
No
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 related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) Baylor All Saints Medical Center

 A 3,755,341 GAAP
(2) Baylor Health Enterprises LP

 A 119,829 GAAP
(3) Baylor Heart & Vascular Center LLP

 A 4,385,366 GAAP
(4) Baylor Regional Medical Center at Plano

 A 1,187,949 GAAP
(5) Baylor Research Institute

 A 4,428,869 GAAP
(6) Baylor University Medical Center

 A 4,599,963 GAAP
(7) HealthTexas Provider Network

 A 2,052,754 GAAP
(8) MEDCO Construction LLC

 A 959,835 GAAP
(9) Texas Health Ventures Group LLP

 A 10,052,441 GAAP
(10) Texas Heart Hospital of the Southwest LLP

 A 8,040,739 GAAP
(11) Baylor Health Care System Foundation

 B 5,000,000 GAAP
(12) HealthTexas Provider Network

 B 40,142,537 GAAP
(13) Baylor Medical Center at Irving

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

 C 5,038,534 GAAP
(15) Baylor University Medical Center

 K 184,678 GAAP
(16) Baylor All Saints Medical Center

 L 52,609,355 GAAP
(17) Baylor Health Care System Foundation

 L 2,566,746 GAAP
(18) Baylor Health Enterprises LP

 L 1,295,048 GAAP
(19) Baylor Heart & Vascular Center LLP

 L 6,726,457 GAAP
(20) Baylor Medical Centers at Garland and McKinney

 L 50,066,512 GAAP
(21) Baylor Medical Center at Irving

 L 24,080,265 GAAP
(22) Baylor Medical Center at Waxahachie

 L 12,863,559 GAAP
(23) Baylor Regional Medical Center at Grapevine

 L 48,190,856 GAAP
(24) Baylor Regional Medical Center at Plano

 L 27,971,592 GAAP
(25) Baylor Research Institute

 L 3,955,535 GAAP
(26) Baylor Specialty Health Centers

 L 8,954,061 GAAP
(27) Baylor University Medical Center

 L 136,493,749 GAAP
(28) HealthTexas Provider Network

 L 28,330,498 GAAP
(29) HealthTexas Provider Network- Gastroenterology Services LLP

 L 206,698 GAAP
(30) MEDCO Construction LLC

 L 1,003,162 GAAP
(31) Baylor Medical Center at Carrollton

 A 184,654 GAAP
(32) Texas Heart Hospital of the Southwest LLP

 L 13,624,926 GAAP
(33) Baylor Medical Center at Irving

 M 410,849 GAAP
(34) Baylor University Medical Center

 M 362,071 GAAP
(35) HealthTexas Provider Network

 M 5,816,419 GAAP
(36) MEDCO Construction LLC

 M 3,911,314 GAAP
(37) Baylor All Saints Medical Center

 Q 737,006 GAAP
(38) Baylor Heart & Vascular Center LLP

 Q 83,159 GAAP
(39) Baylor Medical Centers at Garland and McKinney

 Q 494,708 GAAP
(40) Baylor Medical Center at Irving

 Q 156,670 GAAP
(41) Baylor Regional Medical Center at Grapevine

 Q 548,966 GAAP
(42) Baylor Regional Medical Center at Plano

 Q 218,316 GAAP
(43) Baylor Specialty Health Centers

 Q 112,215 GAAP
(44) Baylor University Medical Center

 Q 1,533,437 GAAP
(45) HealthTexas Provider Network

 Q 621,991 GAAP
(46) Texas Heart Hospital of the Southwest LLP

 Q 221,376 GAAP
(47) Baylor Medical Center at Waxahachie

 Q 103,621 GAAP
(48) BIR JV LLP

 A 2,928,555 GAAP
(49) BIR JV LLP

 L 2,712,723 GAAP
(50) Southern Sector Health Initiative

 L 787,476 GAAP
(51) Baylor All Saints Medical Center

 S 903,417 GAAP
(52) Baylor Medical Center at Carrollton

 R 262,830 GAAP
(53) Baylor University Medical Center

 F 65,000,000 GAAP
(54) BTDI JV LLP

 A 2,345,944 GAAP
(55) BIR JV LLP

 M 344,707 GAAP
(56) THVG Bariatric LLC

 L 561,790 GAAP
(57) Baylor Medical Center at Waxahachie

 S 412,957 GAAP
(58) Baylor Medical Centers at Garland and McKinney

 S 1,316,039 GAAP
(59) HealthTexas Provider Network

 S 4,456,484 GAAP
(60) Texas Heart Hospital of the Southwest LLP

 S 785,557 GAAP
(61) Health Care Insurance Company of Texas Ltd

 B 2,313,014 GAAP
(62) BTDI JV LLP

 L 485,559 GAAP
(63) Baylor Heart & Vascular Center LLP

 M 183,490 GAAP
(64) Baylor Medical Centers at Garland and McKinney

 A 10,467,167 GAAP
(65) Baylor Research Institute

 Q 85,878 GAAP
(66) Baylor Quality Health Care Alliance LLC

 A 52,091 GAAP
(67) Baylor Quality Health Care Alliance LLC

 L 381,725 GAAP
(68) Baylor Quality Health Care Alliance LLC

 M 5,930,436 GAAP
(69) Baylor Medical Center at Irving

 S 332,933 GAAP
(70) Baylor Regional Medical Center at Plano

 S 588,314 GAAP
(71) Baylor University Medical Center

 S 1,618,083 GAAP
(72) HealthTexas Provider Network

 K 156,748 GAAP
(73) Baylor Regional Medical Center at Grapevine

 A 221,172 GAAP
(74) Baylor Regional Medical Center at Grapevine

 S 1,252,862 GAAP
(75) Baylor Health Enterprises LP

 Q 55,350 GAAP
(76) Baylor Medical Center at Carrollton

 Q 72,285 GAAP
(77) Baylor Medical Center at Carrollton

 L 4,390,402 GAAP
(78) EBD JV LLP

 A 682,981 GAAP
(79) Baylor Medical Center at Waxahachie

 A 131,000 GAAP
(80) Baylor Health Services

 F 1,445,391 GAAP
(81) Baylor Institute for Rehabilitation

 M 294,731 GAAP
(82) Baylor Medical Center at Carrollton

 M 411,323 GAAP
(83) Baylor Research Institute

 M 148,085 GAAP
(84) Dallas Surgical Partners LLC

 A 102,140 GAAP
(85) Texas Health Ventures Group LLP

 L 187,228 GAAP
(86) Scott & White Healthcare

 L 104,986 GAAP
(87) Scott & White Healthcare

 P 79,882 GAAP
(88) Scott & White Healthcare

 Q 4,087,525 GAAP
(89) Scott & White Healthcare

 R 762,279 GAAP
(90) Baylor Health Services

 S 1,445,391 GAAP
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 4
Part VI
Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.
Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.
(a)
Name, address, and EIN of entity 		(b)
Primary activity 		(c)
Legal domicile
(state or foreign
country) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 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) 2013
Schedule R (Form 990) 2013
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R (see instructions).
Return Reference Explanation
Schedule R (Form 990) 2013
Additional Data


Software ID:  
Software Version: