TY 2014 Form 990

(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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) Roy Lamkin........................................................................ Chairman	1.00 .......................9.00	X					0	0	0
(2) Paul Madeley MD........................................................................ Trustee	1.00 .......................40.00	X					0	576,676	73,209
(3) George McCleskey........................................................................ Trustee	1.00 .......................9.00	X					0	0	0
(4) J Kent Newsom........................................................................ Trustee	1.00 .......................8.00	X					0	0	0
(5) Walker Harman........................................................................ Trustee	1.00 .......................9.00	X					0	0	0
(6) David Klein MD........................................................................ President	40.00 .......................		X				537,276	0	157,265
(7) Janice Walker........................................................................ Chief Operating Officer	40.00 .......................		X				347,070	0	72,629
(8) Lucy Catala........................................................................ VP Finance/CFO	40.00 .......................		X				292,888	0	29,713
(9) Amy Yeager........................................................................ Secretary	1.00 .......................40.00		X				0	509,397	69,079
(10) Ellen Pitcher........................................................................ VP/CNO	40.00 .......................		X				266,647	0	29,494
(11) Rebecca Hardie........................................................................ VP Administration	40.00 .......................			X			214,889	0	30,777
(12) Robert Watson MD........................................................................ Medical Director	22.00 .......................1.00				X		202,791	3,038	28,467
(13) Richard Myers........................................................................ Director Pharmacy	40.00 .......................				X		198,984	0	32,729
(14) Kurt Voss DO........................................................................ Medical Director	32.00 .......................				X		176,195	0	31,096
(15) Ruthann Cafferata........................................................................ Registered Nurse	61.00 .......................				X		193,364	0	29,271
(16) Brionne Boss........................................................................ Director Acute Care	40.00 .......................				X		164,160	0	26,178
(17) Steven Newton........................................................................ Former Officer	0.00 .......................40.00					X	0	830,196	196,936

(A) Name and business address	(B) Description of services	(C) Compensation
Aramark Services Inc P O Box 651009 Charlotte,NC282651009	Engineering/Food Services	7,132,201
BIR JV LLP P O Box 677466 Dallas,TX75267	Staffing/Mgmt Services	4,565,696
HealthTexas Provider Network 2001 Bryan St Ste 2200 Dallas,TX75201	Clinical/Administrative	4,183,478
Med Fusion LLC P O Box 222137 Dallas,TX75222	Lab Services	2,957,728
Northstar Anesthesia PA 6225 N State Hwy 161 Ste 200 Irving,TX75038	Physician Services	2,695,406
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 54

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 domestic organizations and domestic governments. See Part IV, line 21 ....	5,602,551	5,602,551
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	2,267,693		2,267,693
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 ....	102,283,574	101,732,703	550,871
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,327,165	3,299,621	27,544
9	Other employee benefits .......	13,588,408	13,514,983	73,425
10	Payroll taxes ...........	7,202,333	7,164,545	37,788
11	Fees for services (non-employees):
a	Management ......	843,303	843,303
b	Legal .........	280,426		280,426
c	Accounting ...........
d	Lobbying ...........	56,671		56,671
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	79,069,427	47,618,791	31,450,636
12	Advertising and promotion ....	269,748	45,823	223,925
13	Office expenses .......	3,148,393	2,807,113	341,280
14	Information technology ......	15,811,848	15,811,848
15	Royalties ..
16	Occupancy ...........	12,086,286	11,938,844	147,442
17	Travel ............	315,679	302,753	12,926
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	271,313	269,059	2,254
20	Interest ...........	166,044	166,044
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	11,792,405	11,792,405
23	Insurance ..............	43,668		43,668
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Medical Supplies	50,491,447	50,491,447
b	Non-Medical Supplies	4,722,654	4,666,351	56,303
c	Taxes-Property & Sales	199,932	195,697	4,235
d	Dues & Memberships	196,536	81,251	115,285
e	All other expenses	398,143	289,354	108,789
25	Total functional expenses. Add lines 1 through 24e	314,435,647	278,634,486	35,801,161	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	12,702	1	12,700
2	Savings and temporary cash investments .........	21,690	2	32,209
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	37,565,727	4	34,395,270
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 .............	132,930	7	114,071
8	Inventories for sale or use ..............	7,074,056	8	6,766,322
9	Prepaid expenses and deferred charges ..........	276,727	9	873,660
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	356,730,194
b	Less: accumulated depreciation .....	10b	210,822,980	156,405,427	10c	145,907,214
11	Investments—publicly traded securities ..........	63,282,478	11	100,599,490
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	2,835,110	13	4,126,442
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	52,392,445	15	60,719,160
16	Total assets. Add lines 1 through 15 (must equal line 34)......	319,999,292	16	353,546,538
	17	Accounts payable and accrued expenses .........	9,072,543	17	11,904,891
18	Grants payable .................		18
19	Deferred revenue ................	60,465	19	25,498
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	74,658,811	25	65,205,342
26	Total liabilities. Add lines 17 through 25.........	83,791,819	26	77,135,731
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	183,888,158	27	215,683,792
28	Temporarily restricted net assets ...........	27,394,900	28	33,054,228
29	Permanently restricted net assets ...........	24,924,415	29	27,672,787
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	236,207,473	33	276,410,807
34	Total liabilities and net assets/fund balances ........	319,999,292	34	353,546,538

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
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Attach to Form 990 or Form 990-EZ.
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Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations .............................

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.)..
11	Total support Add lines 7 through 10.

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2013 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2014. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2013. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2014. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2013. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(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 VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2014 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2013 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2014 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2013 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2014. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ....... right arrow

33 1/3% support tests—2013. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

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

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2014

Page 6

Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1. Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6
7	Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2014

Page 7

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2014 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2014	(iii) Distributable Amount for 2014
1 Distributable amount for 2014 from Section C, line 6
2 Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2014 distributable amount
i Carryover from 2009 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2014 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2014 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2015. Add lines 3j and 4c.
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......
e From 2014.......

Schedule A (Form 990 or 990-EZ) (2014)

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

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

OMB No. 1545-0047

2014

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

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

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III.

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... 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) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 2

Name of organization Baylor All Saints Medical Center

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	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 3

Name of organization Baylor All Saints Medical Center

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) (2014)

Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

Page 4

Name of organization
Baylor All Saints Medical Center

Employer identification number

75-1008430

Part III

Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10)
that total more than $1,000 for the year from any one contributor. 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

(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

(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

(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

(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) (2014)

Additional Data

Software ID:
Software Version:

- TIN:

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

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

OMB No. 1545-0047

2014

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) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

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

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

Yes No

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) 2014

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 Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(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? ......................................	Yes No

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 separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2011	(b) 2012	(c) 2013	(d) 2014	(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) 2014

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)

Yes

(b)

Amount

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:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

11,341

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

56,671

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

68,012

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

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

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

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."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

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? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

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, lines 1 and 2 (see instructions), 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 the Organization 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. The Organization has established relationships with persons and industry associations that often communicate the Organization's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, The Organization may attempt to educate the local community on certain legislative initiatives that may impact The Organization's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. The Organization has not intervened in any political campaign.

Return Reference

Explanation

Part II-B, Line 1:

Statement Regarding Legislative Activity: Health care policy is critical to all Americans, and the Organization 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. The Organization has established relationships with persons and industry associations that often communicate the Organization's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, The Organization may attempt to educate the local community on certain legislative initiatives that may impact The Organization's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. The Organization has not intervened in any political campaign.

Schedule C (Form 990 or 990EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

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 value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?

Yes No

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

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	34,963,542	28,525,887	26,055,178	25,461,116	19,102,913
b	Contributions ........	1,843,549	2,379,301	885,294	1,775,405	2,532,795
c	Net investment earnings, gains, and losses	-185,445	5,527,872	4,188,326	-1,140,750	3,861,153
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........	-904,822	1,469,518	2,602,911	40,593	35,745
f	Administrative expenses ....
g	End of year balance ......	37,526,468	34,963,542	28,525,887	26,055,178	25,461,116

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

Board designated or quasi-endowment SchDMd Bullet

6.430 %

Permanent endowment SchDMd Bullet

93.570 %

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

Yes

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

Yes

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		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	7,919,112		7,919,112
b	Buildings ................	231,336,960	110,015,128	121,321,832
c	Leasehold improvements ............
d	Equipment ................	117,474,122	100,807,852	16,666,270
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				145,907,214

Schedule D (Form 990) 2014

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

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








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

Part VIII

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

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









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

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Interest in Net Assets of Related Foundation				60,719,160








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				60,719,160

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
Note Payable to Related Organization		57,471,131
Pension Plan Liability		7,734,211







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		65,205,342
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) 2014

Page 4

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

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

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

Return Reference	Explanation
Part V, Line 4:	The endowment funds support capital projects, staff and patient education, program salaries, and other initiatives that further the vision and mission of the organization.
Part X, Line 2:	The filing organization does not have separate individual audited financial statements; however, the organization is included in BSW Holdings' combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2015 and 2014, the System had no material gross unrecognized tax benefits.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the TreasuryInternal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

Yes

200% 250% 300% 350% 400% Other 50000.0000000000 %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the criteria used for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

Yes

If "Yes," did the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	12,468,671	11,210	12,457,461	3.960 %
b	Medicaid (from Worksheet 3, column a) ....	37,033,774	24,806,970	12,226,804	3.890 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .	79,228	26,866	52,362	0.020 %
d	Total Financial Assistance and Means-Tested Government Programs .	49,581,673	24,845,046	24,736,627	7.870 %
Other Benefits		340,696	0	340,696	0.110 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	340,696	0	340,696	0.110 %
f	Health professions education (from Worksheet 5) ..	878,791	0	878,791	0.280 %
g	Subsidized health services (from Worksheet 6) ..	37,297	0	37,297	0.010 %
h	Research (from Worksheet 7)	199,733	0	199,733	0.060 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	4,239,395	0	4,239,395	1.350 %
j	Total. Other Benefits ..	5,695,912		5,695,912	1.810 %
k	Total. Add lines 7d and 7j .	55,277,585	24,845,046	30,432,539	9.680 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2014

Schedule H (Form 990) 2014

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

26,082,069

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

81,899,939

Enter Medicare allowable costs of care relating to payments on line 5.....

90,614,543

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-8,714,604

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2014

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?1 Name, address, primary website address, and state license number (and if a group return, the name and EIN of the subordinate hospital organization that operates the hospital facility)
1	BASMC at Fort Worth 1400 Eighth Avenue Fort Worth,TX76104 baylorscottandwhite.com 363	X	X	X	X

Schedule H (Form 990) 2014

Page

Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Baylor All Saints Medical Center
Name of hospital facility or letter of facility reporting group

Line number of hospital facility, or line numbers of hospital facilities in a facility
reporting group (from Part V, Section A):

Yes

Community Health Needs Assessment

Was the hospital facility first licensed, registered, or similarly recognized by a State as a hospital facility in the current tax year or the immediately preceding tax year?.......................

Was the hospital facility acquired or placed into service as a tax-exempt hospital in the current tax year or the immediately preceding tax year? If “Yes,” provide details of the acquisition in Section C..........

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 12....................

Yes

If "Yes," indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The significant health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Section C)

Indicate the tax year the hospital facility last conducted a CHNA: 20 12

In conducting its most recent CHNA, did the hospital facility take into account input from persons who represent the broad interests of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If "Yes," describe in Section C how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted .................

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If "Yes," list the other hospital facilities in Section C................................

Yes

Was the hospital facility’s CHNA conducted with one or more organizations other than hospital facilities?” If “Yes,” list the other organizations in Section C. ............................

Did the hospital facility make its CHNA report widely available to the public? ..............

Yes

If "Yes," indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website (list url): baylorhealth.com/About/Community/Assessments/Pages/Default.aspx

Other website (list url):

Made a paper copy available for public inspection without charge at the hospital facility

Other (describe in Section C)

Did the hospital facility adopt an implementation strategy to meet the significant community health needs
identified through its most recently conducted CHNA? If "No," skip to line 11. .............

Yes

Indicate the tax year the hospital facility last adopted an implementation strategy: 20 12

Is the hospital facility's most recently adopted implementation strategy posted on a website? ........

Yes

If "Yes" (list url): baylorhealth.com/About/Community/Assessments/Pages/Default.aspx

If "No," is the hospital facility’s most recently adopted implementation strategy attached to this return? ......

10b

Describe in Section C how the hospital facility is addressing the significant needs identified in its most recently conducted CHNA and any such needs that are not being addressed together with the reasons why such needs are not being addressed.

12a

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

12a

If "Yes" to line 12a, did the organization file Form 4720 to report the section 4959 excise tax? ......

12b

If "Yes" to line 12b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2014

Page

Part VFacility Information (continued)

	Baylor All Saints Medical Center
Name of hospital facility or letter of facility reporting group

Yes

Financial Assistance Policy (FAP)

Did the hospital facility have in place during the tax year a written financial assistance policy that:

Explained eligibility criteria for financial assistance, and whether such assistance included free or discounted care?

Yes

If “Yes,” indicate the eligibility criteria explained in the FAP:

Federal poverty guidelines (FPG), with FPG family income limit for eligibility for free care of 200.000000000000%
and FPG family income limit for eligibility for discounted care of 500.000000000000%

Income level other than FPG (describe in Section C)

Asset level

Medical indigency

Insurance status

Underinsurance discount

Residency

Other (describe in Section C)

Explained the basis for calculating amounts charged to patients?.................

Yes

Explained the method for applying for financial assistance?...................

Yes

If “Yes,” indicate how the hospital facility’s FAP or FAP application form (including accompanying instructions) explained the method for applying for financial assistance (check all that apply):

Described the information the hospital facility may require an individual to provide as part of his or her application.

Described the supporting documentation the hospital facility may require an individual to submit as part of his or
her application.

Provided the contact information of hospital facility staff who can provide an individual with information about the
FAP and FAP application process.

Provided the contact information of nonprofit organizations or government agencies that may be sources of
assistance with FAP applications.

Other (describe in Section C)

Included measures to publicize the policy within the community served by the hospital facility?.......

Yes

If "Yes," indicate how the hospital facility publicized the policy (check all that apply):

The FAP was widely available on a website (list url): baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx

The FAP application form was widely available on a website (list url): baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx

A plain language summary of the FAP was widely available on a website (list url):
baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx

The FAP was available upon request and without charge (in public locations in the hospital facility and by mail)

The FAP application form was available upon request and without charge (in public locations in the hospital facility
and by mail)

A plain language summary of the FAP was available upon request and without charge (in public locations in the
hospital facility and by mail)

Notice of availability of the FAP was conspicuously displayed throughout the hospital facility

Notified members of the community who are most likely to require financial assistance about availability of the FAP

Other (describe in Section C)

Billing and Collections

Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained all of the actions the hospital facility or other authorized party may take upon non-payment?..................................

Yes

Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP:

Reporting to credit agency(ies)

Selling an individual’s debt to another party

Actions that require a legal or judicial process

Other similar actions (describe in Section C)

None of these actions or other similar actions were permitted

Schedule H (Form 990) 2014

Page

Part VFacility Information (continued)

	Baylor All Saints Medical Center
Name of hospital facility or letter of facility reporting group

Yes

Did the hospital facility or other authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the individual’s eligibility under the facility’s FAP?.........

If "Yes," check all actions in which the hospital facility or a third party engaged:

Reporting to credit agency(ies)

Selling an individual’s debt to another party

Actions that require a legal or judicial process

Other similar actions (describe in Section C)

Indicate which efforts the hospital facility or other authorized party made before initiating any of the actions listed (whether or not checked) in line 18. (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the individuals regarding the individuals’ bills

Documented its determination of whether individuals were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Section C)

None of these efforts were made

Policy Relating to Emergency Medical Care

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that required the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?................

Yes

If "No," indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Section C)

Other (describe in Section C)

Charges to Individuals Eligible for Assistance Under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Section C)

During the tax year, did the hospital facility charge any FAP-eligible individual to whom the hospital facility provided emergency or other medically necessary services more than the amounts generally billed to individuals who had insurance covering such care? ................................

If "Yes," explain in Section C.

During the tax year, did the hospital facility charge any FAP-eligible individual an amount equal to the gross charge for any service provided to that individual? ...........................

If "Yes," explain in Section C.

Schedule H (Form 990) 2014

Page

Part V

Facility Information (continued)

Section C. Supplemental Information for Part V, Section B. Provide descriptions required for Part V, Section B, lines 2, 3j, 5, 6a, 6b, 7d, 11, 13b, 13h, 15e, 16i, 18d, 19d, 20e, 21c, 21d, 22d, 23, and 24. If applicable, provide separate descriptions for each hospital facility in a facility reporting group, designated by facility reporting group letter and hospital facility line number from Part V, Section A (“A, 1,” “A, 4,” “B, 2,” “B, 3,” etc.) and name of hospital facility.
Form and Line Reference	Explanation
Baylor All Saints Medical Center	Part V, Section B, Line 5: Creating healthy communities requires a high level of mutual understanding and collaboration with community individuals and partner groups. The development of the community health needs assessment brought together information from community health leaders and providers along with local residents for the purposes of researching, prioritizing and documenting the community health needs for the geographies served by the hospital facility.As an affiliate of Baylor Health Care System (BHCS), the hospital facility conducted its community health needs assessment with the assistance and direction of BHCS and the guidance of the BHCS Community Benefit Committee. The mission and role of the BHCS Community Benefit Committee is to assist the BHCS Board of Trustees in setting direction, identifying priorities, and monitoring performance in mission and vision integration into community benefits across the BHCS hospital system. The Committee is comprised of trustees (current System and community board members) and other community representatives appointed by the BHCS board of trustees. The hospital facility's community health needs assessment brings together information from a variety of sources. This assessment consolidates information from recent community health needs assessments conducted for the Texas Regional Healthcare Partnerships, the Dallas County Community Health Needs Assessment and the Consumer Health Report conducted by the National Research Corporation (NRC) for the hospital facility. Members from Baylor Health Care System participated in the development of these reports with other health care providers, community groups and others throughout the Dallas/Fort Worth Metroplex. These reports used a variety of methods to gather and assess the community including, but not limited to, surveys, meetings, and interviews. The hospital has also fostered continued community participation and outreach activities through membership in the Dallas Fort Worth Hospital Council. They have used data from this collaboration of health care providers, including data that served as the basis for this CHNA. This datadrawn from a variety of local, state and federal sourcesrepresents the most recent evaluation of Dallas/Fort Worth residents health status and the assets available to the community for improving health.In addition, data was drawn from the Healthy North Texas website (www.healthytexas.org), which was created under the direction of the Dallas Fort Worth Hospital Council Foundations Community Health Collaborative. The website features data regarding overall population health. It boasts more than 100 local health indicators that can be compared across other Texas regions and the nation. The information can be used to expose crucial health concerns in North Texas, including incidents of diabetes, breast cancer and suicide. The site also has a database of information detailing ways to combat these health ailments. Sponsors of the site include Blue Cross Blue Shield of Texas, Communities Foundation of Texas, HCA North Texas, JPS Health Network, Methodist Health System, Texas Health Resources, University of North Texas Health Science Center and Baylor Health Care System.More detailed information can be found in the hospital community health needs assessment and community benefit plan located at the following website: http://www.baylorhealth.com/About/Community/Assessments/Pages/Default.aspx
Baylor All Saints Medical Center	Part V, Section B, Line 6a: As an affiliate of Baylor Health Care System, the hospital facility conducted its community health needs assessment with other related hospital facilities and with the assistance and direction of Baylor Health Care System. These related hospital facilities included the following: Baylor University Medical Center, Baylor All Saints Medical Center, Baylor Medical Center at Garland, Baylor Regional Medical Center at Grapevine, Baylor Regional Medical Center at Plano, Baylor Medical Center at Waxahachie, Baylor Medical Center at McKinney, Baylor Medical Center at Irving, Baylor Medical Center at Carrollton, Baylor Specialty Hospital, Our Childrens House at Baylor, Baylor Heart and Vascular Hospital, The Heart Hospital Baylor Plano, Baylor Medical Center at Frisco, Baylor Medical Center at Uptown, Irving/Coppell Surgical Hospital, Baylor Orthopedic and Spine Hospital at Arlington, Baylor Surgical Hospital at Fort Worth, Baylor Medical Center at Trophy Club, North Central Surgical Center, Baylor Institute for Rehabilitation at Dallas, Baylor Institute for Rehabilitation at Frisco, Baylor Institute for Rehabilitation at Northwest Dallas, Baylor Institute for Rehabilitation at Fort Worth, and Baylor Emergency Medical Center at Aubrey. Additionally, Baylor Health Care System also participated in numerous workgroups and studies used for other community health needs assessments conducted throughout the twelve county North Texas Region. The data and results of these various community health needs assessments were used by Baylor Health Care System and its affiliated hospital facilities to conduct their own community health needs assessments. Other hospital facilities in the community including county hospitals such as Parkland Memorial Hospital, John Peter Smith Hospital and other hospitals participated in these other community health needs assessments.
Baylor All Saints Medical Center	Part V, Section B, Line 11: The hospital developed an implementation strategy that was approved by the governing body to address all of the needs identified in the community health needs assessment. Specific actions can be found in the implementation strategy that is made widely available on the website listed in Schedule H, Part V, Line 10a.
Baylor All Saints Medical Center	Part V, Section B, Line 13b: In addition to providing free care to financially indigent patients at 200% of the federal poverty guidelines ("FPG"), the organization provides discounted care to the medically indigent which is based on both the FPG (up to 500%) and the percentage of the patient's total bills from all providers in relation to the patient's annual income. Pursuant to the charity care policy, a patient's total balance due will not exceed 10% of total annual income if the patient qualifies as medically indigent. The organization also provides discounted care to those individuals whose amount of total bills, after all payments from third parties, exceeds 50% of the patient's annual income (regardless of the level of income) if the patient is unable to pay the remaining bill.
Baylor All Saints Medical Center	Part V, Section B, Line 13h: The hospital has adopted a financial assistance policy written in accordance with Texas Health and Safety Code Chapter 311. In general, that statute defines charity care as providing, funding or otherwise financially supporting health care services to a person classified by the hospital as financially or medically indigent; or providing funding or otherwise financially supporting health care services provided to financially indigent persons through other nonprofit or public clinics, hospitals or hospital organizations. To determine if a patient meets the definition of financially or medically indigent in the statute, the number in the household is required. Additionally, although assets and other resources are not included in the calculation to determine whether a patient is financially or medically indigent, the organization's policy reserves the right to allow the patient's assets or other resources to be considered when determining if financial assistance will be granted.
Baylor All Saints Medical Center	Part V, Section B, Line 16i: Measures to publicize the policy within the community served by the hospital facility, include but are not limited to, the following: 1) posting signs and notices regarding the charity care policy in the emergency departments, admitting areas and business offices located throughout the organization: 2) annual posting regarding the organization's charity care program in the local newspapers: 3) information regarding financial assistance, including the organization's charity care policy, is posted on the organization's website: 4) notices about the organization's financial assistance policies are posted on each bill sent to patients including providing a phone number to access the customer service unit dedicated to answering patients billing questions, as well as provide information regarding financial assistance: and 5) the organization provides free financial counselors to help patients determine how to meet their financial obligations for services provided. Specifically financial counselors assist patients in applying for government assistance programs such as Medicaid or the organization's charity care program. Any patient may request to speak to a financial counselor when being treated at the organization. Uninsured patients who are admitted to the hospital will automatically receive help from a financial counselor. These services are provided in writing and through interpretation services in the primary language of the patient requesting assistance. Though the most often needed alternate language is Spanish, the organization can accommodate multiple languages including American Sign Language.
Baylor All Saints Medical Center	Part V, Section B, Line 22d: The organization's financial assistance policy is developed to provide discounted care to those qualifying for financial assistance to where the amount charged under the policy will always be equal to or lower than the average of the three largest (by volume) negotiated commercial insurance rates. However, for those qualifying as medically indigent and whose income level is from 200% to 500% of the federal poverty level shall not be billed more than 10% of their annual income which is generally lower than the methodology listed above and the three methods listed in Question Part V, Line 22a-c.
Part V, Section B, Line 16	Financial Assistance Policy Website Availability
Baylor All Saints Medical Center Part V, Section B, line 16a website:	baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx
Baylor All Saints Medical Center Part V, Section B, line 16b website:	baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx

Schedule H (Form 990) 2014

Page

Part VFacility Information (continued)

Section D. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?1
Name and address		Type of Facility (describe)
1	Baylor Wound Management Program 1650 West Magnolia Suite 117 Fort Worth,TX76104	Wound Management
2
3
4
5
6
7
8
9
10

Schedule H (Form 990) 2014

Page

Part VI

Supplemental Information

Provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II and Part III, lines 2, 3, 4, 8 and 9b.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any CHNAs reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.

Form and Line Reference	Explanation
Part I, Line 3c:	and Line 3b: In addition to providing free care to financially indigent patients at 200% of the federal poverty guidelines ("FPG"), the organization provides discounted care to the medically indigent which is based on both the FPG (up to 500%) and the percentage of the patient's total bills from all providers in relation to the patient's annual income. Pursuant to the charity care policy, a patient's total balance due will not exceed 10% of total annual income if the patient qualifies as medically indigent. The organization also provides discounted care to those individuals whose amount of total bills, after all payments from third parties, exceeds 50% of the patient's annual income (regardless of the level of income) if the patient is unable to pay the remaining bill.
Part I, Line 6a:	The organization prepares and files an Annual Report of Community Benefit Plan with the Texas Department of State Health Services. This report is made available through the organization's website at www.baylorhealth.com/About/Community/Pages/CommunityReport.aspx.
Part I, Line 7:	A ratio of patient care cost to charges, as determined in Worksheet 2, was used to report the amounts in Part I, Lines 7a - 7d. For amounts reported on lines 7e - 7k, actual expenses for each community benefit activity are tracked and reported using both community benefit software and/or the organization's cost accounting system.Part I, Line 7b, Column (d): Includes payments from the State 1115 Medicaid Waiver Program for uncompensated care, which funds are to be used to expand indigent care.Part I, Line 7i, Column (c): Includes charity care payments of $4,155,503 that are made directly to or on the behalf of a local public hospital and/or other nonprofit organizations for the treatment of indigent patients of those organizations.
Part I, Ln 7 Col(f):	The amount of bad debt expense included on Form 990, Part IX, line 25, but removed for Schedule H, Part I, Line 7, Column (f) totaled $0.
Part III, Line 4:	As stated in the combined audited financial statements, "The System maintains allowances for uncollectible accounts for estimated losses resulting from a payor's inability to make payments on accounts. The System assesses the reasonableness of the allowance account based on the historical write-offs, cash collections, the aging of the accounts and other economic factors. Accounts are written off when collection efforts have been exhausted. Management continually monitors and adjusts its allowance associated with its receivables." Bad debt does not include amounts for patients who are known to qualify under the organization's charity care policy. The amount of bad debt attributable to patient's accounts is net of contractual allowance, payments received and recoveries of bad debt previously written off. The Organization has entered zero on Schedule H, Part III, Line 3; however, based on prior experience and certain demographics and other information obtained during admission, the organization believes a portion of the bad debt expenses (estimated to range from 1-5%) would be attributable to patients that would otherwise qualify for charity care. Despite all of the effort and ways the organization educates patients about qualifying for its charity care program as demonstrated in Part VI, question 3 below, many uninsured patients either refuse or fail to complete a charity care application or provide sufficient information at the time of admission, during their stay or after being discharged to qualify for assistance under the organization's charity care policy.
Part III, Line 8:	The amount reported on Part III, Section B, line 7 was calculated in accordance with the Schedule H instructions utilizing the organization's allowable cost reported in the Medicare cost report based on a cost to charge ratio. However, the allowable costs in the Medicare cost report do not reflect the actual cost of providing care to patients since the Medicare cost report excludes many direct patient care costs that are essential to providing quality care to these patients. For example, certain coverage fees to physicians, cost of Medicare C and D, and other similar direct patient care expenses are specifically excluded as allowable cost in the cost reports. Using the same methodology to calculate the unreimbursed cost of providing charity care and Medicaid (using applicable Schedule H Worksheets) would result in a shortfall of $23,600,983, which is $14,886,379 higher than the shortfall reported on Part III, Section B, Line 7. The organization believes that all of the shortfall should be considered as a community benefit for the following reasons. First, the IRS Community Benefit Standard includes the provision of care to the elderly and Medicare patients. IRS Revenue Ruling 69-545 provides, in part, that hospitals serving patients with governmental health benefits, including for example Medicare, is an indication that the hospital operates for the promotion of health in the community. Second, the organization provides care to Medicare patients regardless of this shortfall, i.e., loss, and thereby relieves the state and federal government of the burden of paying the full cost for the care of Medicare beneficiaries. Medicare does not provide sufficient reimbursement to cover the entire cost of providing care to these patients causing the organization to use other surplus funds to cover the shortfall. It is expected that reimbursement under the Medicare program will continue to decline and therefore may further limit access to care due to the anticipated reduction of participating Medicare providers in the community. As a result, the care for these patients will likely increase at, and rest on the shoulders of, nonprofit hospitals or county hospital districts. Third, many of the Medicare participants have low fixed incomes and therefore would qualify for charity care or other means tested government programs absent being enrolled in the Medicare program. Fourth, Texas nonprofit hospitals must provide a minimum level of community benefit in order to obtain exemption from state and local taxes. According to the current Texas Health and Safety Code, the unreimbursed cost of Medicare is considered to be a community benefit in determining these state statutory requirements as it helps relieve a governmental burden of providing this care that would otherwise be provided through the county hospital system in Texas.
Part III, Line 9b:	The organization's debt collection policy and procedures prohibit any collection efforts for the portion of the patient account balance that qualifies for financial assistance under the organization's charity care policy. For any remaining balances due, the same collection policy and procedures are applied equally to all patient types.
Part VI, Line 2:	During the fiscal year ending June 30, 2013, the Organization conducted a Community Health Needs Assessment (CHNA) to assess the health care needs of the community for each of its licensed hospital facilities and developed an implementation strategy to address the needs identified in the CHNAs. The CHNAs were conducted in accordance with state and federal guidelines including Internal Revenue Code Section 501(r) and the Texas Health and Safety Code Section 311. These CHNAs and implementation strategies have been made widely available to the public and are located on the Organization's website at the following address: www.baylorhealth.com/About/Community/Assessments/Pages/Default.aspx.
Part VI, Line 3:	The organization is committed to promoting health in the community including providing or finding financial assistance programs to assist patients. Patients who may qualify for financial assistance through the organization's charity care program or other federal, state and local government programs are informed and educated about their eligibility in several ways including, but not limited to, the following: 1) posting signs and notices regarding the charity care policy in the emergency departments, admitting areas and business offices located throughout the organization: 2) annual posting regarding the organization's charity care program in the local newspapers: 3) information regarding financial assistance, including the organization's charity care policy, is posted on the organization's website: 4) notices about the organization's financial assistance policies are posted on each bill sent to patients including providing a phone number to access the customer service unit dedicated to answering patients billing questions, as well as provide information regarding financial assistance: and 5) the organization provides free financial counselors to help patients determine how to meet their financial obligations for services provided. Specifically financial counselors assist patients in applying for government assistance programs such as Medicaid or the organization's charity care program. Any patient may request to speak to a financial counselor when being treated at the organization. Uninsured patients who are admitted to the hospital will automatically receive help from a financial counselor. These services are provided in writing and through interpretation services in the primary language of the patient requesting assistance. Though the most often needed alternate language is Spanish, the organization can accommodate multiple languages including American Sign Language.
Part VI, Line 4:	The hospital's community is defined and summarized below. Additional information regarding the community can also be found in the hospital's community health needs assessment and implementation strategy located on the organization's website at http://www.baylorhealth.com/About/Community/Assessments/Pages/Default.aspx.Baylor All Saints Medical Center (Baylor All Saints) is located in Tarrant County and its total service area includes zip codes primarily from the urban/suburban areas of Tarrant, Parker, Hood and Johnson counties covering more than 1,196,000 residents. The average household income is $64,678 with 11.5 percent living below the federal poverty level. Additionally, 11.8 percent is uninsured and 16.6 percent of the population is enrolled in Medicaid. There are three designated medically underserved areas in the Baylor All Saints service area. In addition to Baylor All Saints, there are 21 other hospitals providing hospital care to the service area.
Part VI, Line 5:	With the oversight of an independent volunteer community board and Baylor Scott & White Holdings, the organization's ultimate parent, the organization has promoted health and benefited the community by providing access to more than 20 specialty centers designed to treat a range of medical conditions. The organization's governing body is comprised of volunteer community representatives that provide leadership and governance for the organization. The members of the governing body contribute their wisdom, insights, and expertise to ensure the organization is fulfilling its mission and charitable purpose while providing efficient administrative support services and direction for the System. The members are well respected residents and/or own businesses in the organization's primary or secondary service area and understand the needs of the community. The medical staff of the organization is open to all physicians in the community who meet membership and clinical privilege requirements. Surplus funds are continuously utilized to maintain access to limited patient services or expand access points of care to patients throughout the community including, but not limited to, the following: The organization provides access to quality medical services including areas of excellence such as cardiology, neuroscience, transplantation, orthopaedics, oncology, women's services, outpatient care, bariatrics, and behavioral health. The organization serves more than 108,000 people annually through its community medical center which includes a rehabilitation and fitness center, and a variety of specialty medical services. Some of those services are provided despite a financial loss to the organization.The organization operates an emergency department accepting all patients without the regard for the ability to pay. The emergency room is operated 24 hours a day, seven days a week.The Organization provides financial assistance in the form of charity care to patients who are indigent and satisfy certain requirements. Additionally, the Organization is committed to treating patients who are eligible for means tested government programs such as Medicaid and other government sponsored programs including Medicare, which is provided regardless of the reimbursement shortfall, and thereby relieves the state and federal government of the burden of paying the full cost of care for these patients. Often, patients are unaware of the federal, state and local programs open to them for financial assistance, or they are unable to access them due to the cumbersome enrollment process required to receive these benefits. The Organization offers assistance in enrollment to these government programs or extends financial assistance in the form of charity care through the Organization's Financial Assistance Policy which can be located on the Organization's website at baylorscottandwhite.com/Tools/Pages/Financial-Assistance-Options.aspx.As part of its commitment to the community, the organization has developed a comprehensive women's health program including a facility (Paul and Judy Andrews Women's Hospital) which offers advanced, interdisciplinary care for every phase of a woman's life, from childbearing age through menopause and beyond. Convenience and comforts have been designed for women, their children and families, and support attending physicians and staff in an efficient and patient-centered fashion.The Andrews Women's Hospital facility offers traditional maternity services, including a level III neonatal intensive care unit, gynecologic care, an antenatal testing center, and will expand to include a wide range of specialty services including a comprehensive breast center and reproductive medicine. The organization also provides comprehensive liver, kidney, and pancreas transplant services with highly experienced, full-time transplant physicians on its medical staff, as well as skilled transplant nurses and other qualified multidisciplinary team members. Baylor Fort Worth has a 27-bed transplant unit for patients waiting for or recovering from transplant surgery.The organization is also committed to promoting the health and well being of individuals and families beyond the health activities of the traditional hospital or clinic setting through its community outreach programs. These programs are targeted to positively altering the health of the community through outreach and education on such topics as adult nutrition, childhood obesity, and support groups for individuals suffering with diseases such as diabetes, cardiovascular and pulmonary diseases, and cancer.Designated by the Health Resources and Services Administration as a medically underserved area, medical education is a crucial part of the organization's mission. During a nurses training, clinical skills and professional competencies are developed to provide the nurse with the ability to take on increasing responsibility for patient care. Quality teaching programs add many dimensions to the organization's ability to serve patients. Teaching programs also aid attending teaching nurse staff in keeping their own knowledge current. Upon completion of their education programs at the organization, many nurses remain in North Texas, providing a continuous supply of well-trained medical professionals for the region.
Part VI, Line 6:	The organization is affiliated with BSWH (BSWH or the System), 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 communities 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 Baylor Health Care System and Scott & White Healthcare. Known for exceptional patient care for more than a century, the two organizations serve adjacent regions of Texas and operate on a foundation of complementary values and similar missions. BSWH includes 47 hospitals, more than 900 patient care sites, more than 6,600 affiliated physicians, 43,500 employees, 23 retail pharmacies and the Scott & White Health Plan.The System exists to serve all people through exemplary health care, education, research and community service. Community benefits are provided through the provision of charity care, governmental sponsored programs (such as Medicaid and Medicare), medical research, medical education, community health improvement services, donations to other nonprofit health care providers, and many other community service activities. During the year, the affiliated nonprofit hospitals reported 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 $742,150,000. The System's nonprofit hospitals provided community benefits (as reported on the IRS Form 990, Schedule H) in excess of $476,830,000 during the tax year. The Texas Annual Statement of Community Benefit Standard includes approximately $260,700,000 of unreimbursed cost of Medicare that is not included in the IRS Form 990, Schedule H. The System is comprised of separate legal entities including philanthropic foundations, a research institute, a physician network, acute care hospitals, short-stay hospitals, specialty hospitals, ambulatory surgery centers, a health plan and other health care providers all which fall under the common control of Baylor Scott & White Holdings. Under the guidance of an independent community board, the System follows one single mission, vision and values focusing on quality patient centered care while meeting the demands of health care reform, the changing needs of patients and extraordinary recent advances in clinical care.As part of the System, certain affiliates make grants and/or contributions to other related nonprofit affiliates to help financially support and/or fund worthy community benefits activities. The System has also established a patient transfer system among the affiliated hospitals allowing patients needing a particular level of care to be transferred as needed to a related hospital that can provide that service in an efficient and effective manner. As part of the System, all hospitals and other affiliated health care providers are required to adhere to high standards for medical quality, patient safety and patient satisfaction. These standards are set forth by Baylor Scott & White Holdings, the organization's parent, which helps ensures consistency across the System.
Part VI, Line 7, Reports Filed With States	TX

Schedule H (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

2014

Open to Public
Inspection

Name of the organization
Baylor All Saints Medical Center

Employer identification number
75-1008430

Part I

General Information on Grants and Assistance

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? ....................................

Yes No

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 Domestic Organizations and Domestic Governments. 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 section if applicable	(d) Amount of cash grant	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) Tarrant County Indigent Care Corporation 612 East Lamar Blvd Arlington,TX76011	26-0548532	501(c)(3)	2,503,293	N/A	N/A	Indigent Care
(2) All Saints Health Foundation 1400 Eighth Ave Fort Worth,TX76104	75-1947007	501(c)(3)	1,306,632	N/A	N/A	General Support
(3) Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas,TX75201	75-1921598	501(c)(3)	199,657	N/A	N/A	Research
(4) HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas,TX75201	75-2536818	501(c)(3)	1,542,528	N/A	N/A	Indigent Care

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

Grants and Other Assistance to Domestic Individuals. 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) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990.
SchJMediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Yes

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? ..

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

Yes

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

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

Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

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

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

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

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

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

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

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

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

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

Yes

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

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 in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Paul Madeley MDTrustee	(i) (ii)	0 ............................... 417,043	0 ............................... 10,000	0 ............................... 149,633	0 ............................... 54,550	0 ............................... 18,659	0 ............................... 649,885	0 ............................... 127,704
2David Klein MDPresident	(i) (ii)	339,098 ............................... 0	184,071 ............................... 0	14,107 ............................... 0	125,338 ............................... 0	31,927 ............................... 0	694,541 ............................... 0	0 ............................... 0
3Janice WalkerChief Operating Officer	(i) (ii)	265,773 ............................... 0	70,188 ............................... 0	11,109 ............................... 0	38,327 ............................... 0	34,302 ............................... 0	419,699 ............................... 0	0 ............................... 0
4Lucy CatalaVP Finance/CFO	(i) (ii)	237,232 ............................... 0	55,656 ............................... 0	0 ............................... 0	12,156 ............................... 0	17,557 ............................... 0	322,601 ............................... 0	0 ............................... 0
5Amy YeagerSecretary	(i) (ii)	0 ............................... 272,999	0 ............................... 231,811	0 ............................... 4,587	0 ............................... 40,061	0 ............................... 29,018	0 ............................... 578,476	0 ............................... 0
6Ellen PitcherVP/CNO	(i) (ii)	212,943 ............................... 0	52,081 ............................... 0	1,623 ............................... 0	10,812 ............................... 0	18,682 ............................... 0	296,141 ............................... 0	0 ............................... 0
7Rebecca HardieVP Administration	(i) (ii)	174,811 ............................... 0	40,078 ............................... 0	0 ............................... 0	9,151 ............................... 0	21,626 ............................... 0	245,666 ............................... 0	0 ............................... 0
8Robert Watson MDMedical Director	(i) (ii)	200,103 ............................... 3,038	2,688 ............................... 0	0 ............................... 0	6,301 ............................... 0	22,166 ............................... 0	231,258 ............................... 3,038	0 ............................... 0
9Richard MyersDirector Pharmacy	(i) (ii)	170,557 ............................... 0	28,427 ............................... 0	0 ............................... 0	8,843 ............................... 0	23,886 ............................... 0	231,713 ............................... 0	0 ............................... 0
10Kurt Voss DOMedical Director	(i) (ii)	176,195 ............................... 0	0 ............................... 0	0 ............................... 0	9,033 ............................... 0	22,063 ............................... 0	207,291 ............................... 0	0 ............................... 0
11Ruthann CafferataRegistered Nurse	(i) (ii)	188,024 ............................... 0	300 ............................... 0	5,040 ............................... 0	4,838 ............................... 0	24,433 ............................... 0	222,635 ............................... 0	0 ............................... 0
12Brionne BossDirector Acute Care	(i) (ii)	130,024 ............................... 0	34,136 ............................... 0	0 ............................... 0	6,820 ............................... 0	19,358 ............................... 0	190,338 ............................... 0	0 ............................... 0
13Steven NewtonFormer Officer	(i) (ii)	0 ............................... 464,419	0 ............................... 281,394	0 ............................... 84,383	0 ............................... 169,550	0 ............................... 27,386	0 ............................... 1,027,132	0 ............................... 69,783
14William BoydFormer Officer	(i) (ii)	0 ............................... 618,715	0 ............................... 781,795	0 ............................... 220,611	0 ............................... 247,715	0 ............................... 25,059	0 ............................... 1,893,895	0 ............................... 195,406
15Janice WhitmireFormer Key Employee	(i) (ii)	0 ............................... 247,551	0 ............................... 77,162	0 ............................... 5,496	0 ............................... 36,890	0 ............................... 14,686	0 ............................... 381,785	0 ............................... 0

Schedule J (Form 990) 2014

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	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. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year. 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. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
Part I, Line 4b	In order to recruit and retain key talent, BSW Holdings and certain tax exempt affiliates (BSWH) 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 BSWH's supplemental non-qualified retirement plan during the tax year: Steven Newton, William Boyd ($82,612), Paul Madeley, M.D. ($127,704), Janice Whitmire, Amy Yeager, Janice Walker, Ellen Pitcher and David Klein. Also, select certain officers, as designated by BSW Holdings' governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize the key senior leaders value and contribution to BSWH as well as align their compensation to the long term strategy of BSWH. 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 BSWH'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 BSW Holdings' governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individuas participated in and/or received payments (noted in parenthesis) from this plan during the tax year: Steven Newton ($170,727), David Klein ($74,760) and William Boyd ($266,673).
Part I, Line 7	The organization has adopted and implemented BSW Holdings', the organization's ultimate parent, Annual Incentive 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 BSW Holdings' 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 financial stewardship. BSW Holdings' governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data.
Form 990, Schedule J, Part III	Supplemental Information: Governing Body Compensation The members of the governing body 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 may have received modest benefits incident to their service on the board and/or multiple board committees or received compensation as an employee of a related organization. These benefits may 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 related 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) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ 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

2014

Open to Public
Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Return Reference	Explanation
Form 990, Part VI, Section A, line 6	Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System, 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: Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose.
Form 990, Part VI, Section A, line 7b	Governing body decisions subject to approval: All rights and powers were reserved to the organization's ultimate parent, 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, BSW Holdings' substantial 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. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose.
Form 990, Part VI, Section B, line 11	Process used to review the Form 990: The Form 990 is prepared and reviewed by the BSWH tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
Form 990, Part VI, Section B, line 12c	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 15a	Process for determining compensation: The organization, a controlled affiliate of BSW Holdings, 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 the organization 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 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 BSW Holdings' 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 BSW Holdings' Board of Trustees and C&G Committee, on behalf of the organization, works 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 system's top management officials and key employees. For the organization's officers or key employees that don't meet the threshold for annual review by the C&G Committee of the new combined BSWH System have been through a similar process by the one of the legacy parent board's (BHCS or SWHC) compensation committees in a prior year. The C&G Committee is made up of members of the BSW Holdings' 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 BSW Holdings' Board of Trustees salary increases, earned incentives, and/or 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 BSW Holdings that are made available to the public by the posting of those documents through DAC Bond and are attached to this return. The organization's other governing documents and conflicts of interest policy are not made available to the public.
Form 990, Part IX, line 11g	Contract Labor : Program service expenses 11,945,589. Management and general expenses 0. Fundraising expenses 0. Total expenses 11,945,589. Other Purchased Services : Program service expenses 9,906,135. Management and general expenses 819,429. Fundraising expenses 0. Total expenses 10,725,564. Repairs & Maintenance : Program service expenses 3,713,744. Management and general expenses 6,093. Fundraising expenses 0. Total expenses 3,719,837. Professional Fees : Program service expenses 8,075,288. Management and general expenses 339,883. Fundraising expenses 0. Total expenses 8,415,171. Lab Fees : Program service expenses 3,140,911. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,140,911. Patient Care Expenses : Program service expenses 10,837,124. Management and general expenses 112,285. Fundraising expenses 0. Total expenses 10,949,409. Corporate Overhead : Program service expenses 0. Management and general expenses 30,172,946. Fundraising expenses 0. Total expenses 30,172,946.
Form 990, Part XI, line 9:	Transfers Between Entities Under Common Control 1,292,087. Changes in Net Assets of Related Foundations 8,411,915. FAS 87 Amortized -3,265,575. Volunteer Auxiliary 11,085. Self-Insurance Liability Reserve 264,831.
Supplemental Information: IRC Section 6038 Statement:	Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and the constructive ownership rules of IRC Sections 958(a) and (b), the taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, with respect to certain controlled foreign corporations (CFCs) including Baylor Scott & White Assurance SPC. These filing requirements are or will be satisfied through the filing of Form 5471 for this CFC by the U.S. taxpayer identified below who has the same filing requirement. Taxpayer Name: Baylor University Medical Center Taxpayer Address: 2001 Bryan Street Suite 2200 Dallas, TX 75201 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1837454 IRS Service Center where U.S. tax return was or will be filed: Ogden

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) All Saints Health Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1947007	Fundraising	TX	501(c)(3)	Line 7	Baylor All Saints Medical Center	Yes
(2) Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1812652	Management Services	TX	501(c)(3)	Line 11b, II	Baylor Scott & White Holdings	Yes
(3) Baylor Health Care System Employee Benefit Trust 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1848557	VEBA	TX	501(c)(9)		Baylor Health Care System	Yes
(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) HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2536818	Physician Services	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(20) Healthy Tarrant County Collaboration 1301 Pennslyvania Ave Fort Worth,TX76104 43-2087946	Health Promotion	TX	501(c)(3)	Line 11a, I	Baylor All Saints Medical Center		No
(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)		Baylor Scott & White Holdings	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)		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 Benefit Trust 2401 S 31st Street Temple,TX76508 74-2939712	VEBA	TX	501(c)(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
(42) Tarrant County Indigent Care Corporation 612 East Lamar Blvd Arlington,TX76011 26-0548532	Indigent Care	TX	501(c)(3)	Line 11a, I	Baylor All Saints Medical Center		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) Arlington Ortho & Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-1578178	Short Stay Hospital	TX	N/A
(2) Arlington Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2748040	Ambulatory Surgery Center	TX	N/A
(3) Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 26-0614730	Benefit Plans	TX	N/A
(4) Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2834135	Specialty Hospital	TX	N/A
(5) Baylor Scott & White Health LLC 4005 Crutcher Suite 310 Dallas,TX75246 46-3748258	Parent	TX	N/A
(6) Baylor Surgicare at Ennis LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4202856	Ambulatory Surgery Center	TX	N/A
(7) Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-3896477	Ambulatory Surgery Center	TX	N/A
(8) Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-1835675	Ambulatory Surgery Center	TX	N/A
(9) Baylor Surgicare at Plano Parkway LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4282604	Ambulatory Surgery Center	TX	N/A
(10) Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-0308454	Ambulatory Surgery Center	TX	N/A
(11) Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2297308	Ambulatory Surgery Center	TX	N/A
(12) BIR JV LLP 4714 Gettysburg Rd Mechanicsburg,PA17055 27-4586141	Rehabilitation Hospitals	TX	N/A
(13) BTDI JV LLP 5214 Maryland Way Suite 200 Brentwood,TN37207 46-2908086	Imaging Centers	TX	N/A
(14) Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 72-2183815	Ambulatory Surgery Center	TX	N/A
(15) Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2708579	Ambulatory Surgery Center	TX	N/A
(16) Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2592508	Ambulatory Surgery Center	TX	N/A
(17) EBD JV LLP 10077 Grogans Mill Rd Suite 100 The Woodlands,TX77380 45-5434614	Free Standing Emergency Hospitals	TX	N/A
(18) ESWCT LLC 10077 Grogans Mill Rd Ste 100 The Woodlands,TX77380 90-0899017	Free Standing Emergency Hospitals	TX	N/A
(19) Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2865177	Short Stay Hospital	TX	N/A
(20) Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2658178	Short Stay Hospital	TX	N/A
(21) Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2764855	Ambulatory Surgery Center	TX	N/A
(22) GlobalRehab LP 4714 Gettysburg Rd Mechanicsburg,PA17055 28-8077072	Rehabilitation Hospitals	TX	N/A
(23) GlobalRehab-Fort Worth LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-5558682	Rehabilitation Hospitals	TX	N/A
(24) Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2854711	Ambulatory Surgery Center	TX	N/A
(25) HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas,TX75201 73-1697736	Physician Services	TX	N/A
(26) Heritage Park Surgical Hospital LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 61-1762781	Short Stay Hospital	TX	N/A
(27) Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 54-2086863	Short Stay Hospital	TX	N/A
(28) Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2862263	Ambulatory Surgery Center	TX	N/A
(29) Lone Star Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3635726	Ambulatory Surgery Center	TX	N/A
(30) MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 20-5965871	Construction	TX	N/A
(31) Metrocrest Surgery Center LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 03-0380493	Ambulatory Surgery Center	TX	N/A
(32) Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2567179	Ambulatory Surgery Center	TX	N/A
(33) MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2829613	Short Stay Hospital	TX	N/A
(34) North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1508140	Short Stay Hospital	TX	N/A
(35) North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2399993	Ambulatory Surgery Center	TX	N/A
(36) Park Cities Surgery Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2357079	Ambulatory Surgery Center	TX	N/A
(37) Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-8303422	Ambulatory Surgery Center	TX	N/A
(38) Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-5506447	Ambulatory Surgery Center	TX	N/A
(39) RockwallHeath Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0334166	Ambulatory Surgery Center	TX	N/A
(40) SeniorCare Associates LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-1937212	Rehabilitation Hospitals	TX	N/A
(41) Specialty Surgery Center of Fort Worth LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1942281	Ambulatory Surgery Center	TX	N/A
(42) Surgery Center of Richardson Phys Pship LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0606781	Ambulatory Surgery Center	TX	N/A
(43) Texas Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 47-0985876	Ambulatory Surgery Center	TX	N/A
(44) Texas Health Venture Group LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2696845	Holds interests in ASCs/ Short Stay Hospitals	TX	N/A
(45) Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 41-2101361	Specialty Hospital	TX	N/A
(46) THVG Bariatric LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 38-3894636	Holds interests in Ambulatory Surgery Centers	TX	N/A
(47) Trophy Club Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 48-1260190	Short Stay Hospital	TX	N/A
(48) Tuscan Surgery Center at Las Colinas LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3578014	Ambulatory Surgery Center	TX	N/A
(49) University Surgical Partners of Dallas LLP 15305 Dallas Pkwy Suite 1600 Addison,TX75001 55-0823809	Ambulatory Surgery Center	TX	N/A
(50) 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?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 26-1661900	Condo Association	TX	Baylor All Saints Medical Center	C			100.000 %	Yes
(2) Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1997378	Fitness Center/Pharmacy/ Hotel	TX	N/A	C				Yes
(3) Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2463251	Billing/Collection	TX	N/A	C				Yes
(4) Baylor Med Ctr at Grapevine Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2747555	Condo Association	TX	N/A	C				Yes
(5) Baylor Quality Health Care Alliance LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4015863	ACO	TX	N/A	C	880,141	503,408	8.330 %	Yes
(6) Baylor Scott & White Assurance 23 Lime Tree Bay Grand Cayman CJ 98-0589956	Investment	CJ	N/A	C				Yes
(7) BMP Incorporated 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1436779	Post Office	TX	N/A	C				Yes
(8) BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2897806	Condo Association	TX	N/A	C				Yes
(9) Charitable Lead Trusts (2)	Investment	TX	N/A	T				Yes
(10) Charitable Remainder Trusts (66)	Investment	TX	N/A	T				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 Properties Holdings Inc 2401 S 31st Street Temple,TX76508 45-2920596	Investment	TX	N/A	C				Yes
(14) Scott & White Properties Inc 2401 S 31st Street Temple,TX76508 74-2497061	Hotel Services	TX	N/A	C				Yes

Schedule R (Form 990) 2014

Page 3

Part V

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

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

Yes

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

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

Yes

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

Yes

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

Yes

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

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

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

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

Yes

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

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

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

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

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

Yes

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

Yes

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

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

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

Yes

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

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

Yes

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

Yes

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

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Baylor Heart and Vascular Center LLP	A	832,130	GAAP
(2) Baylor Regional Medical Center at Plano	A	92,965	GAAP
(3) BIR JV LLP	A	354,729	GAAP
(4) BTDI JV LLP	A	237,306	GAAP
(5) HealthTexas Provider Network	A	127,653	GAAP
(6) All Saints Health Foundation	B	1,306,632	GAAP
(7) Baylor Research Institute	B	199,657	GAAP
(8) Tarrant County Indigent Care Corporation	B	2,503,293	GAAP
(9) All Saints Health Foundation	C	2,156,174	GAAP
(10) Baylor Health Care System Foundation	C	59,670	GAAP
(11) Baylor Heart and Vascular Center LLP	L	335,777	GAAP
(12) Baylor Research Institute	L	163,949	GAAP
(13) Baylor Quality Health Care Alliance LLC	L	228,115	GAAP
(14) Physicians Surgical Center of Fort Worth LLP	L	133,404	GAAP
(15) Baylor Health Care System	M	775,273	GAAP
(16) Baylor Health Enterprises LP	M	189,499	GAAP
(17) Baylor Heart and Vascular Center LLP	M	5,355,167	GAAP
(18) Baylor Quality Health Care Alliance LLC	M	461,995	GAAP
(19) Baylor Scott & White Health	M	50,818,217	GAAP
(20) Baylor University Medical Center	M	773,228	GAAP
(21) BIR JV LLP	M	4,632,939	GAAP
(22) HealthTexas Provider Network	M	3,766,729	GAAP
(23) MEDCO Construction LLC	M	1,353,865	GAAP
(24) Baylor Scott & White Health	P	691,145	GAAP
(25) Baylor Health Care System	R	3,346,126	GAAP
(26) Baylor Scott & White Assurance	R	106,356	GAAP
(27) Baylor Health Care System	S	512,507	GAAP
(28) Baylor Heart and Vascular Center LLP	G	7,379,359	GAAP
(29) HealthTexas Provider Network	B	1,542,528	GAAP

Schedule R (Form 990) 2014

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2014

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) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Faith based acute care hospital providing exemplary patient care to the residents of Tarrant County and the surrounding communities for more than 100 years.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	5
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	4
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	2,056
6	Total number of volunteers (estimate if necessary) .............	6	165
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	166,859
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	33,085

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	2,270,150	2,215,844
9	Program service revenue (Part VIII, line 2g) .........	351,828,885	332,277,794
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	4,290,533	14,646,087
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	2,077,397	1,901,831
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	360,466,965	351,041,556
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	7,256,038	5,602,551
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)	132,640,740	128,669,173
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	183,501,949	180,163,923
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	323,398,727	314,435,647
19	Revenue less expenses. Subtract line 18 from line 12.......	37,068,238	36,605,909
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	319,999,292	353,546,538
21	Total liabilities (Part X, line 26).............	83,791,819	77,135,731
22	Net assets or fund balances. Subtract line 21 from line 20.....	236,207,473	276,410,807

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 278,634,486 including grants of $ 5,602,551 ) (Revenue $ 332,292,735 )
	See Schedule OBaylor All Saints Medical Center at Fort Worth (Baylor All Saints) is a faith-based, non-profit, 574 bed acute care hospital providing exemplary patient care services to the residents of Tarrant County and the surrounding communities for more than 100 years. Baylor All Saints provides access to quality medical services including areas of excellence such as cardiology, neuroscience, transplantation, orthopedics, oncology, women's services, outpatient care, bariatrics and behavioral health. Baylor All Saints is 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 Baylor Health Care System and Scott & White Healthcare.During the fiscal year, Baylor All Saints admitted 17,728 patients resulting in 84,227 days of care, delivered 5,577 babies and received 44,587 emergency department visits. Additionally, Baylor All Saints provided community benefits (as reported to the Texas Department of State Health Services and in accordance with the State of Texas Statutory methodology) of $58,526,936 and provided community benefits (as reported on the Internal Revenue Service Form 990, Schedule H) of $30,432,539 during the tax year. The Texas Annual Statement of Community Benefit Standard includes approximately $26,805,813 of unreimbursed cost of Medicare that is not included in the IRS Form 990, Schedule H.See Schedule H for more information regarding these services and how Baylor All Saints promotes the health of the communities.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses278,634,486

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,594,264	3,870,637	1,131,193

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) William Boyd........................................................................ Former Officer	0.00 .......................40.00	X	0	1,621,121	272,774
(19) Janice Whitmire........................................................................ Former Key Employee	0.00 .......................40.00	X	0	330,209	51,576

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		2,215,844
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			2,215,844
			Business Code
2a	Patient Care		621990	328,704,772	328,704,772
b	Rent		531120	2,625,949	2,625,949
c	Rehab & Fitness Center		713940	294,519	294,519
d	Shared Savings		621990	226,815	226,815
e	Reference Lab Services		621500	166,859		166,859
f	All other program service revenue .			258,880	257,856		1,024
g	Total. Add lines 2a–2f........			332,277,794
3	Investment income (including dividends, interest, and other similar amounts).......			1,247,622	14,941		1,232,681
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........			80,345			80,345
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	44,396,205	13,850,676
b	Less: cost or other basis and sales expenses	39,294,598	5,553,818
c	Gain or (loss)	5,101,607	8,296,858
d	Net gain or (loss)..........			13,398,465			13,398,465
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	Cafeteria/Vending		722210	1,611,065			1,611,065
b	Gift Shop/Retail		453220	198,420			198,420
c	Parking		812930	12,001			12,001
d	All other revenue ....
e	Total. Add lines 11a–11d ......			1,821,486
12	Total revenue. See Instructions......			351,041,556	332,124,852	166,859	16,534,001


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			12,702	1	12,700
2	Savings and temporary cash investments .........			21,690	2	32,209
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			37,565,727	4	34,395,270
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 .............			132,930	7	114,071
8	Inventories for sale or use ..............			7,074,056	8	6,766,322
9	Prepaid expenses and deferred charges ..........			276,727	9	873,660
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	356,730,194
b	Less: accumulated depreciation .....	10b	210,822,980	156,405,427	10c	145,907,214
11	Investments—publicly traded securities ..........			63,282,478	11	100,599,490
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			2,835,110	13	4,126,442
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			52,392,445	15	60,719,160
16	Total assets. Add lines 1 through 15 (must equal line 34)......			319,999,292	16	353,546,538
17	Accounts payable and accrued expenses .........			9,072,543	17	11,904,891
18	Grants payable .................				18
19	Deferred revenue ................			60,465	19	25,498
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			74,658,811	25	65,205,342
26	Total liabilities. Add lines 17 through 25.........			83,791,819	26	77,135,731
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			183,888,158	27	215,683,792
28	Temporarily restricted net assets ...........			27,394,900	28	33,054,228
29	Permanently restricted net assets ...........			24,924,415	29	27,672,787
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			236,207,473	33	276,410,807
34	Total liabilities and net assets/fund balances ........			319,999,292	34	353,546,538