TY 2012 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)
(1) Kenneth Machtan........................................................................ President	15.0 .......................	X	X	46,450	0
(2) Michael Mullee........................................................................ Treasurer	12.0 .......................	X	X	25,075	0
(3) Thomas Schomisch........................................................................ Board Member	8.0 .......................	X		27,800	0
(4) Carol Winkler........................................................................ Secretary	10.0 .......................	X	X	28,425	0
(5) James Driscoll........................................................................ Board Member	8.0 .......................	X		28,175	0
(6) Fred Trumm........................................................................ Board Member	8.0 .......................	X		27,625	0
(7) Bret Clostermery........................................................................ Board Member	8.0 .......................	X		23,375	0
(8) Patricia Gadow........................................................................ Board Member	8.0 .......................	X		33,150	0
(9) Mary Wright........................................................................ Vice President	12.0 .......................	X	X	22,050	0
(10) Mark Huth........................................................................ Chief of Staff / Board Member	60.0 .......................	X		250,173	51,542
(11) Robert Matthew........................................................................ Site Chief / Board Member	60.0 .......................	X		216,493	44,734
(12) Lawrence J Zanoni........................................................................ Executive Director	50.0 .......................		X	412,835	53,396
(13) Michael Ostrov........................................................................ Medical Director	50.0 .......................		X	320,361	53,183
(14) Edward P Pautz........................................................................ Finance Director	60.0 .......................		X	203,909	48,467
(15) Galen Metz........................................................................ Information Services Director	60.0 .......................		X	66,943	1,701
(16) Kassandra L Remo........................................................................ Clinic Oper Director	60.0 .......................		X	207,063	47,139
(17) Allan Wearing........................................................................ Marketing Director	60.0 .......................		X	227,169	28,833

(A) Name and business address	(B) Description of services	(C) Compensation
UNV OF WIS HOSPITAL AND CLINIC AUTH, 600 HIGHLAND AVEMADISONWI53792	Medical Services	69,129,482
UNIVERSITY OF WIS MEDICAL FOUNDATIO, 600 HIGHLAND AVENUEMADISONWI53792	MEDICAL SERVICES	39,526,348
Meriter Hospital, 202 S PARK STREETMADISONWI53715	Medical Services	14,212,587
St Mary's Hospital, 707 South Mills StreetMADISONWI53715	MEDICAL SERVICES	13,511,689
Dental Health Associates, 2971 Chapel Valley RoadMADISONWI53711	Dental Health Svcs	5,105,260
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 193

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	369,868	369,868
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	205,624,238	205,624,238
5	Compensation of current officers, directors, trustees, and key employees ....	2,932,457	2,183,828	748,629
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	34,141,314	25,425,348	8,715,966
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,216,540	2,423,643	792,897
9	Other employee benefits .......	12,809,062	9,004,248	3,804,814
10	Payroll taxes ...........	2,756,693	2,114,852	641,841
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,818,718	140,185	1,678,533
c	Accounting ...........	108,732	8,381	100,351
d	Lobbying ...........	0
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	0
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	1,931,340	1,389,925	541,415
12	Advertising and promotion ....	5,921,083	26,143	5,894,940
13	Office expenses .......	37,982,880	35,319,096	2,663,784
14	Information technology ......	744,916	0	744,916
15	Royalties ..	0
16	Occupancy ...........	1,794,456	1,532,908	261,548
17	Travel ............	278,664	132,854	145,810
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	485,334	337,538	147,796
20	Interest ...........	169,351	169,351	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	3,967,943	2,094,165	1,873,778
23	Insurance ..............	472,927	281,266	191,661
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	TAXES LICENSES & FEES	650,096	168,114	481,982
b	BOARDS, BUREAUS, ASSOC. FEES	416,283	61,366	354,917
c	RECRUITING	231,363	19,466	211,897
d	WHEFA EXPENSES	94,197	94,197	0
e	All other expenses	167,837	99,142	68,695
25	Total functional expenses. Add lines 1 through 24e	319,086,292	289,020,122	30,066,170	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 to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	1,245,021	1	6,235
2	Savings and temporary cash investments .........	3,149,414	2	3,084,921
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	20,731,049	4	24,842,694
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
		0	5	0
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
		0	6	0
7	Notes and loans receivable, net .............	0	7	0
8	Inventories for sale or use ..............	2,024,385	8	2,061,203
9	Prepaid expenses and deferred charges ..........	2,343,780	9	2,748,366
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	54,437,425
b	Less: accumulated depreciation .....	10b	25,894,232	27,659,078	10c	28,543,193
11	Investments—publicly traded securities ..........	95,472,665	11	87,071,175
12	Investments—other securities. See Part IV, line 11 .....	0	12	0
13	Investments—program-related. See Part IV, line 11 .....	0	13	0
14	Intangible assets ...............	0	14	0
15	Other assets. See Part IV, line 11 ...........	1,522,003	15	1,431,587
16	Total assets. Add lines 1 through 15 (must equal line 34)......	154,147,395	16	149,789,374
	17	Accounts payable and accrued expenses .........	36,876,549	17	34,674,752
18	Grants payable .................	0	18	0
19	Deferred revenue ................	23,802,371	19	25,264,070
20	Tax-exempt bond liabilities .............	6,500,000	20	6,000,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
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..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
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....................	795,392	25	704,227
26	Total liabilities. Add lines 17 through 25.........	67,974,312	26	66,643,049
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	86,173,083	27	83,146,325
28	Temporarily restricted net assets ...........	0	28	0
29	Permanently restricted net assets ...........	0	29	0
	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 ...........	86,173,083	33	83,146,325
34	Total liabilities and net assets/fund balances ........	154,147,395	34	149,789,374

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

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

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

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. 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—2011. 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—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

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

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. 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—2011. 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) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation
Group Health Cooperative of South Central Wisconsin is not required to be licensed, registered or similarly recognized by the state of Wisconsin as a hospital and therefore has no schedule H filing requirement.

Schedule A (Form 990 or 990-EZ) 2012

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.

OMB No. 1545-0047

2012

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

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, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization 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) and received from any one contributor, during the year, a contribution 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 a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to 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 of $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 Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Group Health Cooperative of South Central WI

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Group Health Cooperative of South Central WI

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Group Health Cooperative of South Central WI

Employer identification number

39-1199466

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(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) (2012)

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

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

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

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) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd 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 instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

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)? ....

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

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

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

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

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

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

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

Yes

22,172

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

22,172

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

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Form 990, Schedule C, Part II-B, Line 1i	Lobbying Expense	GHC pays dues to America's Health Insurance Plans, Wisconsin Association of Health Plans, Cooperative Network, and Alliance of Community Health Plans. All of these organizations advocate for their members with various legislative parties for policy development.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

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

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

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

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

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	3,801,780		3,801,780
b	Buildings ................	27,714,824	8,991,380	18,723,444
c	Leasehold improvements ............	3,015,855	2,070,890	944,965
d	Equipment ................	15,295,573	11,930,999	3,364,574
e	Other .................	4,609,393	2,900,963	1,708,430
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				28,543,193

Schedule D (Form 990) 2012

Page 3

Part VII

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

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








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

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value









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

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DEFERRED TAX LIABILITY		451,726
UNREALIZED LOSS ON SWAP AGREEMENT		252,501







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		704,227
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	316,051,535
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	2,492,302
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	2,492,302
3	Subtract line 2e from line 1.....................			3	313,559,233
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	8,000
c	Add lines 4a and 4b.......................			4c	8,000
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	313,567,233

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........			1	319,078,292
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	319,078,292
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	8,000
c	Add lines 4a and 4b.......................			4c	8,000
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	319,086,292

Part XIII

Supplemental Information

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

Identifier	Return Reference	Explanation
FIN 48 - Accounting for Uncertainty in Income Taxes	SCHEDULE D, PART X, LINE 2	As required by the accounting and financial reporting standards for uncertain tax positions, GHC-SCW recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. There are no material unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on GHC-SCW's financial statements for the years ended December 31, 2012, and 2011 as it was determined that all tax positions taken meet the more-likely-than-not threshold.
Form 990, Schedule D, Part XI, Line 4b	Other Revenue on Return But not on Books	Medical Home Local Capacity Building Grant from the UW Madison Waisman Center - Southern Regional Children and Youth with Special Health Care Needs Center. $8,000
Form 990, Schedule D, Part XII, line 4b	Other amounts included on form 990, but not on financial statements	Expenses incurred from the Medical Home Local Capacity Building Grant from the UW Madison Waisman Center - Southern Regional Children and Youth with Special Health Care Needs Center. $8,000

Schedule D (Form 990) 2012

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

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Group Health Cooperative of South Central WI

Employer identification number
39-1199466

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 Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Edgewood College 1000 Edgewood College Drive Madison,WI53711	39-0806202	501(C)(3)	8,500	Nursing Sponsor
(2) American Heart Association PO Box 4002902 Des Moines,IA63141	39-0806202	501(C)(3)	7,800	Heart Walk Sponsor to an Edgewood nursing student
(3) Foundation for Madison's Public Schools 455 Science Drive Suite 130 Madison,WI53711	39-2043104	501(C)(3)	5,200	Sponsorship
(4) Wisconsin Medical Society 330 East Lakeside Street Madison,WI53715	39-6045649	501(C)(3)	12,000	Sponsorship
(5) United Way of Dane County 2059 Atwood Avenue Madison,WI53707	39-0817532	501(c)(3)	9,100	Sponsorship
(6) March of Dimes 5315 Wall Street Suite 110 Madison,WI53718	13-1846366	501(c)(3)	8,000	Sponsorship
(7) Wisconsin Chamber Orchestra PO Box 171 Madison,WI53701	39-6078526	501(c)(3)	6,760	Sponsorship
(8) Madison Children's Museum Foundation 100 North Hamilton Street Madison,WI53703	43-1956290	501(c)(3)	5,175	Sponsorship

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) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Process to Monitor Use of Grant Funds	Schedule I, Part I, Line 2	The use of grant funds is monitored through the application of a proposal procesY. Grant-seekers must provide key details of the opportunity, a list of sponsors who have committed to date, a comprehensive list of benefits including how they relate to GHC, a timeline including important deadlines, and credentials of the organization and key subcontractors (publicist, event producer, etc.)

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

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 officers,
directors, trustees, and 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? .........

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Lawrence J ZanoniExecutive Director	(i) (ii)	324,712 0	59,636 0	28,487 0	30,224 0	23,172 0	466,231 0	0 0
(2)Michael OstrovMedical Director	(i) (ii)	248,208 0	48,102 0	24,051 0	30,224 0	22,959 0	373,544 0	0 0
(3)Edward P PautzFinance Director	(i) (ii)	148,592 0	30,246 0	25,071 0	23,831 0	24,636 0	252,376 0	0 0
(4)Kassandra L RemoClinic Oper Director	(i) (ii)	172,403 0	29,770 0	4,890 0	24,447 0	22,692 0	254,202 0	0 0
(5)Allan WearingMarketing Director	(i) (ii)	193,897 0	26,462 0	6,810 0	26,703 0	2,130 0	256,002 0	0 0
(6)Mark DalebrouxHR Director	(i) (ii)	152,261 0	26,611 0	22,488 0	23,396 0	21,769 0	246,525 0	0 0
(7)Christine TockPhysician	(i) (ii)	303,544 0	0 0	450 0	30,224 0	23,895 0	358,113 0	0 0
(8)Mark HuthChief of Staff / Board Member	(i) (ii)	236,104 0	13,619 0	450 0	30,224 0	21,318 0	301,715 0	0 0
(9)Robert MatthewSite Chief / Board Member	(i) (ii)	189,426 0	26,617 0	450 0	25,542 0	19,192 0	261,227 0	0 0
(10)Bruce QuadeInformation Services Director	(i) (ii)	156,256 0	0 0	4,598 0	6,760 0	22,252 0	189,866 0	0 0
(11)Leah EdererPhysician	(i) (ii)	176,750 0	50,110 0	240 0	27,219 0	21,138 0	275,457 0	0 0
(12)Christian KastmanPhysician	(i) (ii)	174,112 0	42,382 0	240 0	25,706 0	21,091 0	263,531 0	0 0
(13)Stephanie SkladzienPhysician	(i) (ii)	169,209 0	42,281 0	240 0	24,708 0	9,282 0	245,720 0	0 0
(14)Deborah WilliamsPhysician	(i) (ii)	192,771 0	15,701 0	300 0	24,535 0	21,168 0	254,475 0	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Form 990, Schedule J, Line 1	Membership	Madison Club - GHC has a membership at the Madison Club which is used for GHC functions such as the annual Board Planning Retreat and Employee Recognition dinners. GHC also occasionally uses the Club for physician recruiting purposes. Although, the membership is in Mr. Zanoni's name, Mr. Zanoni did not make personal use of the club in 2012. In 2012, GHC paid $1,980($165 per month) in dues and annual member assessment. Rotary Club - GHC pays for Mr.Zanoni's membership in the Rotary Club of Madison. In 2012, GHC paid dues and incidentals of $1,052.00.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Group Health Cooperative of South Central WI

Employer identification number
39-1199466

Part I

Bond Issues

(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	(g) Defeased		(h) On behalf of issuer		(i) Pool financing
(a) Issuer name		(b) Issuer EIN	(c) CUSIP #	(d) Date issued	(e) Issue price	(f) Description of purpose	Yes	No	Yes	No	Yes	No
A	WIS HEALTH AND EDUCATION FACILITIES AUTHORITY		97710VUCO	07-29-2004	12,000,000	CLINIC CONSTRUCTION		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	6,000,000
2 Amount of bonds legally defeased . . . . . . . . . . .	0
3 Total proceeds of issue . . . . . . . . . . . . . .	12,000,000
4 Gross proceeds in reserve funds . . . . . . . . . . . .	0
5 Capitalized interest from proceeds . . . . . . . . . . .	0
6 Proceeds in refunding escrows . . . . . . . . . . . .	0
7 Issuance costs from proceeds . . . . . . . . . . . .	0
8 Credit enhancement from proceeds . . . . . . . . . . .	0
9 Working capital expenditures from proceeds . . . . . . . . .	0
10 Capital expenditures from proceeds . . . . . . . . . . .	12,000,000
11 Other spent proceeds . . . . . . . . . . . . . .	0
12 Other unspent proceeds . . . . . . . . . . . . . .	0
13 Year of substantial completion . . . . . . . . . . . .	2004
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue? . . . . .		X
15 Were the bonds issued as part of an advance refunding issue? . . . . .		X
16 Has the final allocation of proceeds been made? . . . . . . . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . . .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . . . . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .		X

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

Cat. No. 50193E

Schedule K (Form 990) 2012

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . . . . . . . . . . . . .
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . . . . . . . . . .		X
d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		%		%		%
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government . . . . . . .	%		%		%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	%		%		%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	%		%		%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X
9 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the issuer filed Form 8038-T? . . . . .		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .
b Exception to rebate? . . . . . . . .	X
c No rebate due? . . . . . . . . . .
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .	X
4a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?	X
b Name of provider . . . . . . . . .	BMO Harris
c Term of hedge . . . . . . . . . .	10.
d Was the hedge superintegrated? . . . . . .		X
e Was a hedge terminated? . . . . . . .		X

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
b Name of provider . . . . . . . . .	0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations?		X

Part VI

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

Identifier	Return Reference	Explanation
Hedge:	0	The hedge term with M & I (BMO Harris) is 10 years and will end June 16, 2015. The hedge is also collateralized by a CD with M & I (BMO Harris) bank that is renewed annually.

Schedule K (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

Identifier	Return Reference	Explanation
Form 990, Part III, Line 4	Statement of Program Service Accomplishments	2012 Group Health Cooperative of South Central Wisconsin Report of Community Giving Summary Group Health Cooperative of South Central Wisconsin cares deeply for our community. Group Health Cooperative of South Central Wisconsin (GHCSCW) takes community involvement personally and we work together with community partners to find ways to provide real and compassionate care. As one of our most honored values, caring for our community means pushing beyond the walls of our clinics and into homes, schools, community centers, worksites, neighborhoods, and places far and between. We build upon approaches that have proven successful in addressing health care needs and people needs. We create, foster and strengthen community partnerships to make a real difference. We combine resources and work together with others in the community to make an impact where we can. The 2012 Community Giving Report is our way of sharing our role in the community. More importantly, it showcases the capacity for positive change that is only possible when community partners work together. To meet the need and make the biggest difference in our community, we focus on four strategic pillars: STRENGTHEN ACCESS TO HEALTH CARE We help create, support, and strengthen a pathway to health care for the most vulnerable in our community. SPREAD HEALTH KNOWLEDGE We increase quality of life by sharing critical clinical, technical, and general health knowledge with people living in our community. SERVE THROUGH VOLUNTEERISM We embrace volunteerism in our community to put our expertise, skills, talent, and time to use where it's needed most. SPONSOR HEALTH AND COMMUNITY INITIATIVES We provide financial sponsorships to a variety of organizations that promote health activities and initiatives that make our community better. I. STRENGTHEN ACCESS TO HEALTH CARE BADGERCARE PLUS One of the most pressing issues in our community is the role that poverty plays on the health and well-being of individuals and families. In Dane County alone, 12% of the population lives below the poverty level. With the help of the state of Wisconsin's Medicaid program, BadgerCare Plus, eligible families can get the medical care they need. In 2012, we proudly served nearly 4,000 BadgerCare Plus members. We donated over $2 million in care to our BadgerCare Plus members in 2012. BRIDGES TO ACCESS Many families in the Madison area do not have a safe, warm place to call home. Combine that problem with a lack of medical care and suddenly the picture gets worse. So in 2009, we developed the Bridges to Access program with the fundamental idea that improved access to medical care can bridge the gap between homelessness and stable housing. For up to three months, Bridges to Access provides immediate medical care to those in need, including coverage for primary care service, important medications, and assistance with transportation. And to keep them on the pathway to health care, program participants got help applying for permanent medical coverage through BadgerCare Plus. Through this program we helped 24 adults and their children receive real and compassionate medical care in their hour of greatest need when there was nowhere else to turn. That amounted to $15,000 in crucial health care services and over $6,000 in medications. Throughout the year we also provided medical supplies to area shelters in the form of cold medicine, tissues, and sanitation items.
Form 990, Part III, Line 4	Statement of Program Service Accomplishments(Continued)	EVENING CLINICS To accommodate the busy lives of parents with children enrolled in BadgerCare Plus, we provided 3 evening clinics in 2012. These convenient clinics are a proven way to get kids in for their checkups without having to miss school or having their parents miss work. 15 of our medical providers, 14 of our nursing staff, along with nurses from the Madison Metropolitan School District, were on the scene to care for kids. Families shared a warm, nutritious meal after their appointment and enjoyed complementary giveaways from GHCSCW, including school supplies, sports equipment, and educational books. In 2012 a total of 163 children received immunizations and preventive health exams through these clinics. Making health care easier for families makes us Better Together. HEALTHCARE ACCESS PROGRAM Throughout our community, people face the harsh reality of being uninsured on a daily basis. For a variety a reasons, access to the most basic form of primary care is out of reach. With a goal of promoting healthy outcomes for folks in our community, we partnered with the Dane County Health Council and other health care organizations to create the Healthcare Access Program in 2005. The Healthcare Access Program gave uninsured individuals a place to call their medical home and access to a compassionate medical provider - all at no cost. Patients were also able to receive needed medications that many had gone years without. In 2012 GHCSCW delivered over $25,000 in health care, including close to $4,000 in medications to uninsured individuals living in our community. PRIMARY ACCESS FOR KIDS Parents should spend time helping their kids grow and learn, not worrying about how to get their kids needed health care. Unfortunately, there are hundreds of kids in our schools that do not have insurance to get basic care for checkups, immunizations, or medications. To tackle this issue head-on, the Dane County Health Council helped to bring together a network of health care organizations in the Madison-area and the Primary Access for Kids program was born. In 2012, we were proud to continue providing health care services to uninsured kids in the Madison Metropolitan School District. We worked with eleven of Madison's schools to connect these kids to the health care they deserved. GHCSCW provided 164 children with $84,386 in primary care services, $5,761 in medications, and over $1,000 in eyewear through this program in 2012. REFUGEE ASSISTANCE PROGRAM Fewer things in life are more challenging than escaping your home country in search of a better life, let alone trying to navigate a new health care system. To help ease the burden, GHCSCW created the Refugee Assistance Program. Through the program, our new neighbors receive hours of one-on-one assistance from GHCSCW staff who help connected them to needed care. We served as their advocates in 2012 by setting up numerous appointments for care and follow-up care. Working with our partners from the public health department, we helped 17 refugees establish roots here in our community. STAY HEALTHY Without proper insurance coverage, folks can't get the most basic health services like access to a regular doctor and medications. It's the kind of preventive care that would otherwise help avoid a trip to the hospital or help manage expensive and damaging illness. So in 2009, GHCSCW created the Stay Healthy program to invest in our members who have fallen on hard times so their health issues could be detected and addressed sooner, rather than later. The Stay Healthy Program covered one physical exam, lab work, follow-up appointments, and medications related to the physical - all at no cost for qualified, uninsured adults who had lost their insurance coverage because of unemployment or other reasons. GHCSCW provided primary care for uninsured individuals in our community, amounting to $7,615 in medical services and over $7,196 in medications.
Form 990, Part III, Line 4	Statement of Program Service Accomplishments(Continued)	WISCONSIN WELL WOMAN Breast and Cervical Cancer screenings are too important to go unchecked for women with little or no health insurance. Through the Wisconsin Well Woman Program, our health care advocates connected women to preventive care services and helped guide them through their medical appointments. Breast and Cervical Cancer screenings were done at no charge to women in the program. II. SPREAD HEALTH KNOWLEDGE ADOPT A SCHOOL As an avid promoter of health knowledge, we adopted five local schools in need of health resources in 2012. Our commitment to schoolchildren was demonstrated in many ways throughout the year. To help build up the future leaders of our community, we provided medical supplies to school nurse offices, we donated new gym mats for physical education classes, we hosted Zumba sessions to get kids and their parents fit while having fun, and we organized field trips centered around physical activity. We also bought new snow pants to keep kids warm, gift cards to promote healthy activities, and gift baskets full of healthy food and educational books for local families. For eight years we've worked together with the Foundation for Madison's Public Schools to bring this service to our community. ALPHA KAPPA ALPHA, WALK IT OUT Walk It Out, a community event held at Madison College promotes physical activity among African American women. The event was focused around a 2-mile walk and we provided health education opportunities for healthy cooking and variety of healthy activities like Zumba, Yoga, and Cardio Kickboxing. For four years we've worked together with the Alpha Kappa Alpha Sorority and the 100 Black Men organization to bring this service to our community. CAREGIVER FORUM We have tremendous respect for caregivers. They often find themselves sacrificing their time and energy to support others in our community, and they do so with little fanfare. That's why we an active member of the Dane County Caregiver Alliance. In 2012, the alliance coordinated the Fifth Annual Caregiver Forum, which provided caregivers with a brief respite from their daily responsibilities. The event featured the TAPIT/New Works Ensemble Theater that performed an inspirational play to help caregivers explore their feelings. After the play, caregivers were able to learn from experts and each other through a variety of breakout sessions, including topics on end of life planning, living with dementia, positive family dynamics, and others. For four years we've worked together with the Dane Country Area Agency on Aging and the Dane County Caregiver Alliance to bring this service to our community. ENGLISH FOR HEALTH Literacy skills are a strong predictor of an individual's health status. In fact, low literacy may contribute to serious health problems - problems that tend to compound for those with English as their second language. To improve health literacy, we co-sponsored the "English for Health" course for adults in our community. Students learned from our health care professionals about a variety of health topics, from how to use emergency rooms and urgent care clinics to healthy lifestyle choices. Then they practiced communicating health care decisions in a mock clinic staffed by health care professionals. For the past two years GHCSCW has worked with the Literacy Network to bring this service to our community. FARM FRESH PRODUCE We all know that locally grown food makes sense. But too often, low-income kids don't get the fresh fruits and vegetables they need on their plates. And getting kids to eat those vegetables can be tricky. So we brought a regular supply of fresh, nutritious, and locally grown organic vegetables to kids at three community centers. We also taught them about where their food comes from through fun gardening activities. In total, more than 2.5 tons of fresh produce was distributed in 2012. And our commitment didn't stop there. We helped provide technical assistance with meal preparation so the centers were trained on how to handle and store fresh foods. For five years we've worked together with Community GroundWorks, the Fair Share CSA Coalition, the Public Health Department of Madison and Dane County, and Second Harvest to bring this service to our community. HEALTHCARE ADMINISTRATIVE TRAINING We believe in helping people succeed through education. That's why we gave financial backing to the Healthcare Administrative Training Program, a 12-week course designed to provide real-world job training for people seeking employment. Our health care staff trained students on EPIC medical software, medical terminology, health insurance concepts, and basic work skills. Graduates of the program have enjoyed job placement in the health care community for positions like clinic reception and medical billing. For over five years we've worked together with the Urban League of Greater Madison to bring this service to our community.
Form 990, Part III, Line 4	Statement of Program Service Accomplishments (Continued)	HEALTHY COMMUNITIES AWARDS 23.2% of Dane County students (grades 7-12) were overweight or obese in 2012. It was clear we needed to do something for our kids. So we funded grants through the Health Communities Awards, which gave money to area community centers that demonstrated sustainable practices with their physical activity programs and healthy eating education for the youth they served. Awarding healthy communities - it's just one way we stood up to help combat childhood obesity in 2012. For five years we've worked together with Public Health of Madison and Dane County to bring this service to our community. HEALTHY SELF OLYMPICS Being healthy can be fun and rewarding! That's the message behind the Healthy Self Olympics, an innovative program first introduced by GHCSCW for kids in our community. Dr. Steven Lo, GHC-SCW Pediatrician, community school nurses, and recreational specialists used active learning to teach kids the importance of healthy eating, positive self-esteem, and fun exercise. The year-long program culminated at Madison's Marlborough Park, where kids from area schools were invited to compete in a variety of "Olympic" games, including an obstacle course race, parachute games, a jump rope contest and more. For the past 10 years we've worked together with the Madison School & Community Recreation (MSCR) department and the Madison Metropolitan School District to bring this service to our community. Kids from MSCR's Safe Haven after-school program at Emerson, Falk, and Glendale Elementary schools, along with children from the Allied Learning Center, participated in 2012. HMONG NEW YEAR Each year, members of the local Hmong community gather for a weekend celebration during the Hmong New Year. Members of the Hmong community donned their traditional dress, enjoyed delicious food, and had the opportunity to receive health check screenings for blood pressure and asthma from our health care staff. For three years GHCSCW has worked together with the Southern Wisconsin Hmong Association to bring this event to our community. INFOSHARE We understand how difficult end of life conversations are for families and friends. That's why we were glad to help foster an honest dialog centered around this issue at a community InfoShare event in 2012. At the event, 150 participants were able to talk through topics relating to end of life care, death and dying, along with love and loss of friends and family. Participants also listened, shared, and learned from one another about their personal experiences. Topics were led by several of our health care professionals, along with leaders from Agrace HospiceCare, UW Graduate School, Cress Funeral Home, the Natural Path Sanctuary, the Waisman Center, and others. For two years we've worked together with the UW-Madison Waisman Center Community Training and Consultation Program, the Dane County Human Services department, and other community organizations to bring this event to our community. JUNETEENTH DAY OF CELEBRATION During Juneteenth, an annual festival that commemorates the ending of slavery, our team was on-hand to answer questions about insurance topics and our community care programs. To help empower people with knowledge about their own health, we provided diabetes education and health screenings for blood pressure and asthma. For over five years GHCSCW has worked together with local African American community leaders to bring this service to our community. LATINO HEALTH COUNCIL We helped promote the health and wellbeing of our Latino neighbors by serving on the Latino Health Council in 2012. Along with our participation on the council, we were deeply involved in efforts throughout the year to spread health knowledge to the community: we sponsored Zumba classes to encourage fun and fitness; we were present at health fairs to give health checks and screenings for skin cancer; we co-hosted a nutrition class in Spanish at Centro Hispano, Madison's Latino community center; and we sponsored an event to educate Latino teens about mental health and other health topics. For seven years we've served on the Latino Health Council in our community. LET'S GO TO CHURCH Both our Executive Director and Medical Director joined local leaders and experts in the African American community on "Let's Go to Church," a popular radio program that boasts an average 6,000 listeners each week. They shared important health information and answered questions about the impact of health care reform in the community. For two years we've lent our voice to this community radio program.
Form 990, Part III, Line 4	Statement of Program Service Accomplishments (Continued)	POWERFUL TOOLS FOR CAREGIVERS We have tremendous respect for caregivers in our community. As people who take care of our loved ones, they deserve all the support they can get for a very demanding responsibility. To do our part, we supported the Powerful Tools for Caregivers Program in 2012. Through the program, caregivers were empowered with skills to better care for their family member and themselves. They learned important information about how to effectively reduce stress, manage difficult situations, master tough care giving decisions, and communicate feelings of needs and concerns. For three years we've worked together with the Dane County Area Agency on Aging to bring this service to our community. REACH OUT AND READ Fewer things are more important to a child's cognitive, emotional, and social health than the simple act of reading. In fact, research clearly proves how important the first years of a child's life are for healthy child development and their long-term success. So GHCSCW has embraced the Reach Out and Read Program, championed by local pediatrician, Dr. Dipesh Navsaria. Our medical staff made substantial time commitments towards the program, making it a standard part of our pediatric primary care. At each primary care visit, they used reading as a way to assess childhood development. They also gave families a free book at each primary care visit (totaling 10 books from six months of age through age 5), and encouraged parents to read aloud to their kids at home. In 2012, we proudly paid for 3,851 age and culturally appropriate books to be given away at these appointments. 2012 was the first year that GHCSCW participated in the Reach Out and Read Program. We value this initiative as it aligns with the United Way's Born Learning Agenda focusing on early childhood literacy and preparing children for entering kindergarten in our community schools. III. SERVE THROUGH VOLUNTEERISM BUNDLE UP OUR COMMUNITY Employees of the Cooperative didn't want people in our community to go the long winter months without coats to keep them warm. So we organized the Bundle Up Our Community campaign to gather gently used winter apparel items from staff and the public. Over a two-month effort, we collected a total of 502 coats, 41 snow pants, 277 hats, 192 scarves, and 231 pairs of mittens for people in our community. COOPERATIVE TEAM COMMUNITY EVENTS Our employees were involved in the causes our community cared about all year long. We sponsored or voluntarily participated in a variety of community races that promoted health and wellbeing. We believe when each of us does our part, the entire community benefits. NICOLE ZANONI HEALTH ENDOWMENT FUND The spirit of giving was on full display when our team came together to raise over $10,000 for the Foundation for Madison Public Schools' Nicole Zanoni Health Endowment Fund. These funds went to kids in the Madison Metropolitan School District so they could receive health and dental services they would not otherwise get. SECOND HARVEST FOODBANK OF SOUTHERN WISCONSIN Recognizing the need to help feed local families, we came together to collect food and raise money for Second Harvest Foodbank of Southern Wisconsin. Families facing hunger in 2012 were able to enjoy 4,379 meals because of our efforts. UNITED WAY DAYS OF CARING While still on the clock at work, 35 of our employees volunteered at four different community projects around the Madison area. Together, they helped to build a local home for Habitat for Humanity, they prepared and processed food at the Second Harvest Foodbank, they tended local prairie gardens with Community GroundWorks, and they painted and performed maintenance to the Rainbow Project community center.
Form 990, Part III, Line 4	Statement of Program Service Accomplishments (Continued)	TEAM COMMUNITY EVENTS Our employees were involved in the causes our community cared about all year long. We sponsored or voluntarily participated in a variety of community races that promoted health and wellbeing.Below are listed events that our employees were involved in 2012: American Heart Walk 5K run/walk fundraiser, organized by the American Heart Association to fight heart disease. Capitol City 5K run/walk fundraiser, organized by the National Kidney Foundation to support organ, tissues, and eye donations. Moving for Mental Health 5K run/walk fundraiser, organized by the Chrysalis organization to promote the benefits of physical health on mental wellness. Crazy Legs 8K run fundraiser, organized by the UW Badger Athletics department to support athletes. Gilda's Run 5K run/walk fundraiser, organized by the Gilda's Club of Madison to support families that have been impacted by cancer. Jingle Bell Run 5K run/walk fundraiser, organized by the Arthritis Foundation to fight arthritis. Literacy Network 10K run/5K walk fundraiser, organized by the Literacy Network to improve adult literacy in Dane County. March for Babies 5K run/walk fundraiser, organized by March of Dimes to support families with babies who were born prematurely. Move Your Caboose 5K run/walk fundraiser, organized by the Red Caboose Day Care Center to support a scholarship fund for low-income families. NAMI 5K run/walk fundraiser, organized by the National Alliance on Mental Illness to create awareness for mental health issues. Parkinson's Disease Walkathon walk fundraiser, organized by the American Parkinson's Disease Association to fight Parkinson's disease. Race for the Cure 5K run/walk fundraiser, organized by the Susan G. Komen Foundation to fight breast cancer. Run and Tot Trot 10K run/5K walk fundraiser, organized by the Safe Harbor Child Advocacy Center to support Safe Harbor, a child advocacy center that provides services to child abuse victims and their families. Sawyer Crossen Memorial Triathlon fundraiser, organized by the City of Monona to promote fun family fitness. Suzy Favor Hamilton run/walk fundraiser, organized by the Badger Childhood Cancer Network to support families of children with cancer and life-threatening blood disorders. Tour De Cure bicycle race fundraiser, organized by the American Diabetes Association to fight diabetes. Race for Research 5K run/walk fundraiser, organized by the UW Carbone Cancer Center to support cancer research in Wisconsin. Walk to Cure Diabetes 3K walk fundraiser, organized by the Juvenile Diabetes Research Foundation to fight childhood diabetes. Zumbathon Dance for the Cure fundraiser, organized by the Leukemia and Lymphoma Society to fight childhood cancer. COOPERATIVE COMMUNITY FUNDRAISERS All year long, our employees organized and supported a variety of fundraisers for local charities and health initiatives. Below is a listing of community fundraisers our employees organized in 2012: $51,053 donated through our Cooperative's Charitable Giving Campaign. Our largest fundraiser throughout the year, all proceeds raised from our generous employees went to one of three programs of the employee's choice: United Way of Dane County, Community Shares of Wisconsin, or the Russell Hess School Nurse Emergency Fund. $550 donated to fight hunger in Africa on behalf of African Hunger Relief. $2,002 donated to fight breast cancer on behalf of the Susan G. Komen Foundation. $805 donated to fight heart disease on behalf of the American Heart Association Madison Heart Ball. $1040 donated to fight childhood blood cancer on behalf of the Leukemia & Lymphoma Society. $635 donated to support our troops on behalf of the USO. $1,662 donated to support organ, tissue, and eye donations on behalf of the National Kidney Foundation of Wisconsin. COOPERATIVE BLOOD DONATIONS Generosity comes in many forms, and one of them is through the gift of life. With our "one donation a week club" efforts and blood drives held in our clinics, our staff, along with family and friends donated a total of 90 pints of blood in 2012. According to the American Red Cross, three lives are saved for every one-pint of blood donated. HOLIDAY GIFT GIVING Families with limited financial means can have a tough time getting through the holidays. That's why we developed the Holiday Gift Giving Program. In 2012, we selected 143 of our members to receive gifts for the holidays. To make the biggest impact, we identified families facing financial, medical, or personal hardship. We then bought gifts on the family's wish lists and hand delivered them in time for the holidays. IV. SPONSOR HEALTH AND COMMUNITY INITIATIVES Throughout the year, we provided corporate financial sponsorships to a variety of important causes. We helped support and sponsor organizations that worked to promote health activities and initiatives that made our community better 100 Black Men Access Community Health Centers Agrace Hospice Care AIDS Network Aldo Leopold Nature Center Alzheimer's & Dementia Alliance of Wisconsin Alzheimer's Association of South Central Wisconsin American Cancer Society American Diabetes Association American Heart Association AmVets Arthritis Foundation Badger Childhood Cancer Network Badger Honor Flight, Inc. Bayview Foundation Belleville Chamber of Commerce Big Brothers Big Sisters' of Dane County BioForward Boys and Girls Club of Dane County Brava Women's Expo Brazen Dropouts Breast Cancer Recovery Breast Feeding Coalition of South Central Wisconsin Caring for Wisconsin Catholic Charities Centro Hispano of Dane County Children's Theater of Madison Chrysalis City of Fitchburg City of Monona Community Action Coalition Community GroundWorks Community Partnerships, Inc. Community Share of Wisconsin Cooperative Network Cross Plains Area Chamber of Commerce Cystic Fibrosis Foundation Dane Buy Local Dane County Immunization Coalition Dane County Sheriff's Association Delta Sigma Theta Sorority (or Heart and Soul Scholarship Ball) Domestic Abuse Intervention Services Downtown Madison, Inc. Edgewood College FairShare CSA Coalition Fitchburg Chamber of Commerce Forward Theater Company Foundation for Madison's Public Schools Friends of UW Hospital and Clinics Gay Straight Alliance for Safe Schools Gilda's Club of Madison Gio's Garden Goodman Community Center Greater Madison Chamber of Commerce Habitat for Humanity of Dane County Healthy Classroom Foundation Henry Vilas Zoo International Foundation of Employee Benefit Plans Isthmus Italian Workmen's Club Jewish Federation of Madison Journey Mental Health Center Junior Achievement Junior League of Madison Juvenile Diabetes Research Foundation (JDRF) Kiwanis Club of Madison Leukemia & Lymphoma Society Lily's Luau for Epilepsy Research Literacy Network LUNA Fest Madison Area Down Syndrome Society Madison Children's Museum Foundation Madison College Madison Opera, Inc. Madison Public Library Foundation Madison School and Community Recreation (MSCR) Madison Symphony Orchestra March of Dimes McFarland Chamber of Commerce Middleton Chamber of Commerce Mission of Mercy - Madison Monona Chamber of Commerce Monona Terrace Community & Convention Center Mount Horeb Chamber of Commerce Muscular Dystrophy Association National Alliance of Mental Illness (NAMI) National Association of Insurance and Financial Advisors National Kidney Foundation National MS Society Natural Heritage Natural Resources Foundation of Wisconsin Nelson Institute for Environmental Studies Newspapers in Education Newspapers in Literacy North/Eastside Senior Coalition Olbrich Botanical Gardens Opera for the Young, Inc. Oregon Chamber of Commerce Oregon Rotary Outreach LGBT Community Center People Building Opportunity through Grace & Action (PEBOGA) Planned Parenthood of Wisconsin Porchlight Rape Crisis Center Reap Food Group Red Caboose Day Care Center Ronald McDonald House RSVP of Dane County Safe Communities Safe Harbor Child Advocacy Center St. Mary's Foundation Stoughton Chamber of Commerce Stoughton Hospital Foundation Stoughton Senior Center Stoughton Wellness Coalition Summit Credit Union Sun Prairie Chamber of Commerce Susan G. Komen Race for the Cure Sustain Dane The Gialamas Company The Rainbow Project Thrive Tri 4 Schools United Cerebral Palsy of Greater Dane County United Way of Dane County University of Wisconsin Carbone Cancer Center University of Wisconsin Eye Research Institute Urban League of Greater Madison Verona Chamber of Commerce Vitense Golfland Westside Business Association
Form 990, Part III, Line 4	Statement of Program Service Accomplishments (Continued)	Wisconsin Academy for Graduate Service Dogs, Inc. Wisconsin Alliance for Women's Health Wisconsin Association for Runaway and Homeless Services Wisconsin Association of Health Underwriters Wisconsin Chamber Orchestra Wisconsin Coalition Against Domestic Violence Wisconsin Council on Children and Families Wisconsin Early Childhood Association Wisconsin Medical Society Wisconsin Professional Police Association Wisconsin Women in Government Wisconsin's Manufacturer's and Commerce YMCA of Dane County YWCA Zonta Madison Foundation CARE WITH COMPLEMENTARY MEDICINE As Dane County's undisputed leader in providing conventional medicine complemented with integrative medicine, we ventured into the community we care to promote wellness of mind, body, and spirit through the following community programs: CHAIR MASSAGES IN THE COMMUNITY We brought the therapeutic touch of massage to locations throughout our community so people could experience the benefits for themselves. In 2012, we offered free chair massages at a variety of events: the Alpha Kappa Alpha Walk it Out event, the Cooperative Connection Expo, the Department of Health and Human Services worksite, Edgewood College, Leopold Elementary School (for teachers), Madison College, the Well Expo, and the Women's Expo by Brava. TAI CHI AT THE MONONA TERRACE To raise awareness in the community about general health and wellness, we held Tai Chi sessions at the Monona Terrace at no cost to the public. Terri Pellitteri, GHC-SCW Tai Chi Instructor, led participants through gentle and guided movements, meant to foster piece of mind and bring serenity to people's lives. Over 1,000 people joined us for these summer sessions. THAI MASSAGES IN SUPPORT OF LLS In an effort to raise funds for the Leukemia and Lymphoma Society, a team of six bicyclists competed in a 25-mile race in 2012. We helped support this cause by offering free Thai Massages to the competitors before the race. This type of massage is sometimes referred to as "yoga massage" because the body is gently moved into stretches. It was very effective for this team as it helped loosen their muscles in preparation for the race. THERAPEUTIC MASSAGES AT AGRACE HOSPICE CENTER Providing a comforting touch and offering a sense piece of mind to those nearing the end of their life was the idea behind our partnership with Agrace Hospice Center. During this sensitive time in people's lives, no one should feel left out or that no one wants to touch them. So Massage Therapists provided on-site therapeutic massages to residents and their caregivers on a monthly basis in 2012. YOGA FOR INDIVIDUALS WHO ARE DEAF OR HARD OF HEARING With a truly unique approach of using light cues, we were able to guide individuals who were deaf or hard of hearing through a variety of Yoga poses. We partnered with Access to Independence and held the sessions at Our Savior Lutheran Church, with a total of 30 people who participated. ZUMBA IN THE COMMUNITY People of all shapes, sizes, and ages were welcomed to have fun and get fit at the same time with Zumba! Offered at no cost to the public, Zumba got kids and parents shaking and sweating to the rhythm of exciting Latin music. In 2012, we held Zumba sessions at Leopold Elementary School, Wright School, Badger Rock School, the Women's Expo event, and the Alpha Kappa Alpha, Walk it Out event, at no cost to the public.
Form 990, Part VI, Section A, Line 1A	Governing Body Voting Rights	Members of the governing body do not all have the same voting rights. The GHC Board of Directors includes two practitioner directors. These two practitioner directors are precluded from voting on matters pertaining to that member's compensation. Further, they are precluded from membership on any committee that has jurisdiction over compensation matters. In 2011, these employee board members were Robert Matthews MD and Mark Huth MD. The compensation and hours listed for these individuals are for their services as employees of the organization and not as members of the board.
Form 990, Pt VI, Section A, Line 6	Members of Stockholders	GHC-SCW is a member owned cooperative. Members of the GHC-SCW Board of Directors are voted into office by the members of the cooperative.
Form 990, Pt VI, Section A, Line 7a	Members Electing Governing Body	Each voting member of GHC-SCW has a vote and is eligible to vote in person or by absentee ballot for each Board of Director. Board of Directors serve a term of three years.
Form 990, Pt VI, Section A, Line 7b	Governing Body Decisions Approved	Changes to the organizational by-laws are subject to approval by the voting members. Further, voting members approve the meeting minutes from each prior membership meeting.
Form 990, Pt VI, Section A, Line 11	Filing Process	After the Form 990 is prepared by the GHC-SCW's accounting firm and prior to filing the Form 990, the Finance Director performs an extensive review of the return. A copy is made available to the finance committee of the governing board during a board meeting and major points are discussed. Once approved by the committee, a copy of the return is made available to the rest of the governing body and the Form 990 is electronically filed with the Internal Revenue Service.
Form 990, Pt VI, Section B, Line 12c	Conflict of Interest Monitoring	The Finance Director annually reviews a Conflict of Interest Questionnaire that is to be provided to the Board, Officers, and Key Employees. The Finance Director then has the Organization's CPAs and Attorneys review and provide commentary regarding the questionnaire. Next, the Board, Officers, and Key Employees are provided a copy of the questionnaire to read and sign during a meeting. The meeting provides these persons the opportunity to walk thru the questionnaire with knowledgeable facilitators who guide them to pertinent areas and respond to any questions.
Form 990, Pt VI, Section B, Line 15b	Process for Determining Compensation	Human Resources reviews the pay plan of GHC-SCW employees' compensation and benefits and compares various aspects to researched compensation and benefits provided by similar organizations. Approximately every three years, consultants are hired to review physician and senior management compensation.
Form 990, Pt VI, Section C, Line 18	Publicly Available Forms	GHC-SCW's Form 1023 is made available to those submitting a request form. GHC-SCW's Form 990 is made available at www.guidestar.org, and to those submitting a request form.
Form 990, Pt VI, Section C, Line 19	Publicly Disclosed Documents	No documents available to the public.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: To provide accessible, comprehensive, high quality, health care and outstanding service in an efficient and personalized manner on a prepaid basis in GHC-SCW's service area.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	9
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	802
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	8,000	8,000
9	Program service revenue (Part VIII, line 2g) .........	292,198,982	309,048,501
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,617,842	3,896,199
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	334,436	614,533
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	296,159,260	313,567,233
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	375,846	369,868
14	Benefits paid to or for members (Part IX, column (A), line 4).....	184,459,006	205,624,238
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	52,019,872	55,856,066
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)....	52,950,593	57,236,120
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	289,805,317	319,086,292
19	Revenue less expenses. Subtract line 18 from line 12.......	6,353,943	-5,519,059
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	154,147,395	149,789,374
21	Total liabilities (Part X, line 26).............	67,974,312	66,643,049
22	Net assets or fund balances. Subtract line 21 from line 20.....	86,173,083	83,146,325

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 289,020,122 including grants of $ 369,868 ) (Revenue $ 309,071,040 )
	Group Health Cooperative of South Central Wisconsin (GHC) contracts with business organizations and individuals in the State of Wisconsin to provide comprehensive medical care benefits in exchange for prepaid premiums. Services as defined by the Secretary of the U.S. Department of Health and Human Services are provided to subscribers as needed, and generally without limitation as to time and cost. GHC is a staff-model HMO, whereby the clinic-based physicians are employees of and work exclusively for GHC. GHC operates five clinics in the Madison metropolitan area. GHC's enrollment as of December 31, 2012 was 70,433. In addition to providing HMO benefits and daily patient care, GHC's mission is to contribute to and aid community organizations, perform good deeds and to make Dane County a better place to live. See Also Schedule O for additional program descriptions.

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 expenses289,020,122

(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) Mark Dalebroux........................................................................ HR Director	60.0 .......................	X		201,360	0	45,165
(19) Bruce Quade........................................................................ Information Services Director	60.0 .......................	X		160,854	0	29,012
(20) Christine Tock........................................................................ Physician	60.0 .......................		X	303,994	0	54,119
(21) Leah Ederer........................................................................ Physician	60.0 .......................		X	227,100	0	48,357
(22) Christian Kastman........................................................................ Physician	60.0 .......................		X	216,734	0	46,797
(23) Stephanie Skladzien........................................................................ Physician	60.0 .......................		X	211,730	0	33,990
(24) Deborah Williams........................................................................ Physician	60.0 .......................		X	208,772	0	45,703

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,697,615	0	632,138

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		8,000

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			8,000
			Business Code
2a	SUBSCRIBER PREMIUM		524114	284,862,597	284,862,597
b	MEDICARE/MEDICAID PAYMENTS		524292	16,503,514	16,503,514
c	HEALTH CARE SERVICES		621400	7,682,390	7,682,390
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			309,048,501
3	Investment income (including dividends, interest, and other similar amounts).......			2,480,614			2,480,614
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	312,094
b	Less: rental expenses
c	Rental income or (loss)	312,094	0
d	Net rental income or (loss).......			312,094			312,094
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	51,350,205
b	Less: cost or other basis and sales expenses	49,934,620
c	Gain or (loss)	1,415,585
d	Net gain or (loss)..........			1,415,585			1,415,585
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..			0
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...			0
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..			0
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS REVENUE		900099	22,539	22,539
b	LAND EASEMENT REVENUE		900099	279,900			279,900
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			302,439
12	Total revenue. See Instructions......			313,567,233	309,071,040		4,488,193


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			1,245,021	1	6,235
2	Savings and temporary cash investments .........			3,149,414	2	3,084,921
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			20,731,049	4	24,842,694
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
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
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			2,024,385	8	2,061,203
9	Prepaid expenses and deferred charges ..........			2,343,780	9	2,748,366
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	54,437,425
b	Less: accumulated depreciation .....	10b	25,894,232	27,659,078	10c	28,543,193
11	Investments—publicly traded securities ..........			95,472,665	11	87,071,175
12	Investments—other securities. See Part IV, line 11 .....			0	12	0
13	Investments—program-related. See Part IV, line 11 .....			0	13	0
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			1,522,003	15	1,431,587
16	Total assets. Add lines 1 through 15 (must equal line 34)......			154,147,395	16	149,789,374
17	Accounts payable and accrued expenses .........			36,876,549	17	34,674,752
18	Grants payable .................			0	18	0
19	Deferred revenue ................			23,802,371	19	25,264,070
20	Tax-exempt bond liabilities .............			6,500,000	20	6,000,000
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
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..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	0
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
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....................			795,392	25	704,227
26	Total liabilities. Add lines 17 through 25.........			67,974,312	26	66,643,049
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			86,173,083	27	83,146,325
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	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 ...........			86,173,083	33	83,146,325
34	Total liabilities and net assets/fund balances ........			154,147,395	34	149,789,374