TY 2013 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	6.0 .......................	X	X	46,325	0
(2) Michael Mullee........................................................................ Treasurer	5.0 .......................	X	X	24,225	0
(3) Thomas Schomisch........................................................................ Board member	4.0 .......................	X		27,200	0
(4) Carol Winkler........................................................................ Secretary	4.0 .......................	X	X	25,925	0
(5) James Driscoll........................................................................ Board member	4.0 .......................	X		27,200	0
(6) Henry Sanders........................................................................ Board member	4.0 .......................	X		5,950	0
(7) Bret Clostermery........................................................................ Board member	4.0 .......................	X		24,225	0
(8) Patricia Gadow........................................................................ Board member	4.0 .......................	X		30,175	0
(9) Mary Wright........................................................................ Vice President	4.0 .......................	X	X	24,225	0
(10) Fredric Trumm........................................................................ Board member - Thru 5/31/13	4.0 .......................	X		20,825	0
(11) Christian Kastman MD........................................................................ Medical Director - Informatics	60.0 .......................	X		219,987	49,973
(12) Donna Twining........................................................................ CHE Mgr/Diabetes RN Specialist	50.0 .......................	X		92,266	32,307
(13) Mark Huth........................................................................ Chief Medical Officer	50.0 .......................	X	X	275,372	54,851
(14) Robert Matthew........................................................................ Medical Dir - Clinic Affairs	60.0 .......................	X	X	218,942	48,911
(15) Kevin Hayden........................................................................ Chief Executive Officer	50.0 .......................		X	336,687	44,701
(16) Susan Benjamin........................................................................ Chief Financial Officer	50.0 .......................		X	87,438	9,981
(17) Jeffrey Huebner........................................................................ Medical Dir-Quality Care	60.0 .......................		X	232,479	50,938

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(18) Nancy Hagan........................................................................ Chief Nursing Officer	50.0 .......................	X		104,413	15,672
(19) Allan Wearing........................................................................ Chief Ins Services Officer	50.0 .......................	X		244,163	32,449
(20) Mark Dalebroux........................................................................ Chief Human Resources Officer	50.0 .......................	X		211,743	49,904
(21) Bruce Quade........................................................................ Chief Information Officer	50.0 .......................	X		201,705	48,940
(22) Lawrence J Zanoni........................................................................ Executive Dir. - Thru 1/31/13	50.0 .......................	X		411,525	56,267
(23) Michael Ostrov........................................................................ Medical Director-Thru 4/19/13	50.0 .......................	X		350,567	48,019
(24) Edward P Pautz........................................................................ Finance Director-Thru 8/12/13	50.0 .......................	X		203,094	43,329
(25) Kassandra L Remo........................................................................ Clinic Ops Dir. - Thru 4/19/13	50.0 .......................	X		311,778	65,688
(26) Christine Tock........................................................................ Physician	60.0 .......................		X	344,189	57,878
(27) Eric Hilquist........................................................................ Physician	60.0 .......................		X	220,663	49,124
(28) Leah Ederer........................................................................ Physician	60.0 .......................		X	212,038	48,786
(29) Stephanie Skladzien........................................................................ Physician	60.0 .......................		X	209,589	33,343
(30) Ralph Froelich........................................................................ Psychiatrist	60.0 .......................		X	206,297	32,682

(A) Name and business address	(B) Description of services	(C) Compensation
UNV OF WIS HOSPITAL AND CLINIC AUTH, 600 HIGHLAND AVEMADISONWI53792	MEDICAL SERVICES	78,184,178
UNIVERSITY OF WIS MEDICAL FOUNDATIO, 600 HIGHLAND AVENUEMADISONWI53792	MEDICAL SERVICES	42,261,404
NAVITUS HEALTH SOLUTIONS, 2601 WEST BELTLINE HIGHWAY STE 600MADISONWI53713	MEDICAL SERVICES	27,108,362
MCKESSON DRUG COMPANY, ONE POST STREETSAN FRANCISCOCA94104	MEDICAL SERVICES	26,684,380
ST MARYS HOSPITAL, 700 S PARK STREETMADISONWI53715	MEDICAL SERVICES	14,485,975
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 211

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	472,514	472,514
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	221,564,170	221,564,170
5	Compensation of current officers, directors, trustees, and key employees ....	4,410,364	3,181,874	1,228,490
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	37,634,358	27,101,302	10,533,056
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,650,204	2,618,575	1,031,629
9	Other employee benefits .......	14,696,829	9,736,620	4,960,209
10	Payroll taxes ...........	3,082,264	2,280,305	801,959
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	2,697,543	166,390	2,531,153
c	Accounting ...........	109,906	6,667	103,239
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) ........	1,912,515	1,168,568	743,947
12	Advertising and promotion ....	6,717,832	25,277	6,692,555
13	Office expenses .......	36,664,924	34,124,123	2,540,801
14	Information technology ......	2,472,930	1,854,698	618,232
15	Royalties ..	0
16	Occupancy ...........	1,943,049	1,685,356	257,693
17	Travel ............	327,102	112,971	214,131
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	640,626	352,125	288,501
20	Interest ...........	132,860	132,860	0
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	4,916,543	2,322,696	2,593,847
23	Insurance ..............	492,576	271,262	221,314
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	1,576,439	600,854	975,585
b	BOARDS, BUREAUS, ASSOC. FEES	634,391	81,631	552,760
c	RECRUITING	148,936	6,825	142,111
d	WHEFA EXPENSES	94,519	94,519	0
e	All other expenses	171,330	89,961	81,369
25	Total functional expenses. Add lines 1 through 24e	347,164,724	310,052,143	37,112,581	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	6,235	1	6,625
2	Savings and temporary cash investments .........	3,084,921	2	7,595,491
3	Pledges and grants receivable, net ...........	0	3	0
4	Accounts receivable, net .............	24,842,694	4	22,484,802
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 ..............	2,061,203	8	1,822,876
9	Prepaid expenses and deferred charges ..........	2,748,366	9	1,678,703
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	59,629,399
b	Less: accumulated depreciation .....	10b	29,772,462	28,543,193	10c	29,856,937
11	Investments—publicly traded securities ..........	87,071,175	11	69,159,299
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 ...........	1,431,587	15	1,341,171
16	Total assets. Add lines 1 through 15 (must equal line 34)......	149,789,374	16	133,945,904
	17	Accounts payable and accrued expenses .........	34,674,752	17	30,813,436
18	Grants payable .................	0	18	0
19	Deferred revenue ................	25,264,070	19	29,629,361
20	Tax-exempt bond liabilities .............	6,000,000	20	5,500,000
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....................	704,227	25	593,137
26	Total liabilities. Add lines 17 through 25.........	66,643,049	26	66,535,934
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	83,146,325	27	67,409,970
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 ...........	83,146,325	33	67,409,970
34	Total liabilities and net assets/fund balances ........	149,789,374	34	133,945,904

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.
right arrow

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

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) 2013

Page 2

Part II

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

Section A. Public Support

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

Section B. Total Support

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

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

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

Section C. Computation of Public Support Percentage

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

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

16a

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

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

17a

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

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

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

Schedule A (Form 990 or 990-EZ) 2013

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

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

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

Section D. Computation of Investment Income Percentage

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

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

19a

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

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

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

Schedule A (Form 990 or 990-EZ) 2013

Page 4

Part IV

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

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions. SchCMd Bullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

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) 2013

Page 2

Part II-A

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

A Check SchCMd 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) 2010	(b) 2011	(c) 2012	(d) 2013	(e) Total

2a	Lobbying nontaxable amount

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

c	Total lobbying expenditures

d	Grassroots nontaxable amount

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

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2013

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

24,515

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

24,515

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

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

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

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

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

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

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

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."

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

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

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

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

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

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

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

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

Part IV

Supplemental Information

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

Return Reference	Explanation
Lobbying Expense	Form 990, Schedule C, Part II-B, Line 1i 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) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions. SchDMd Bullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

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) 2013

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	3,801,780		3,801,780
b	Buildings ................	27,802,076	10,255,028	17,547,048
c	Leasehold improvements ............	4,270,783	2,430,013	1,840,770
d	Equipment ................	17,081,482	13,027,701	4,053,781
e	Other .................	6,673,278	4,059,720	2,613,558
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				29,856,937

Schedule D (Form 990) 2013

Page 3

Part VII

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

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








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

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value









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

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
DEFERRED TAX LIABILITY		435,917
UNREALIZED LOSS ON SWAP AGREEMENT		157,220







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		593,137
2. Liability for uncertain tax positions In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................

Schedule D (Form 990) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	331,428,369
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	-113,330
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	-113,330
3	Subtract line 2e from line 1.....................			3	331,541,699
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	331,541,699

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	347,164,724
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	347,164,724
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	347,164,724

Part XIII

Supplemental Information

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

Return Reference	Explanation
SCHEDULE D, PART X, LINE 2	FIN 48 - Accounting for Uncertainty in Income Taxes 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, 2013, and 2012, as it was determined that all tax positions taken meet the more-likely-than-not threshold.

Return Reference

Explanation

SCHEDULE D, PART X, LINE 2

FIN 48 - Accounting for Uncertainty in Income Taxes 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, 2013, and 2012, as it was determined that all tax positions taken meet the more-likely-than-not threshold.

Schedule D (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990
lBullet

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

OMB No. 1545-0047

2013

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)	100,000	Nursing Sponsor
(2) Community GroundWorks 3601 Memorial Drive Suite 4 Madison,WI53704	39-2024302	501(c)(3)	11,500	Gardening Programs
(3) Wisconsin Medical Society 330 East Lakeside Street Madison,WI53715	39-6045649	501(C)(3)	10,000	Sponsorship
(4) United Way of Dane County 2059 Atwood Avenue Madison,WI53707	39-0817532	501(c)(3)	10,000	Sponsorship
(5) Wisconsin Chamber Orchestra PO Box 171 Madison,WI53701	39-6078526	501(c)(3)	6,500	Sponsorship
(6) Madison Children's Museum Foundation 100 North Hamilton Street Madison,WI53703	43-1956290	501(c)(3)	6,080	Sponsorship
(7) Boys & Girls Club of Dane County Inc 2001 Taft St Madison,WI53713	39-1925617	501(c)(3)	7,500	Sponsorship
(8) Access Community Health Centers 2901 W Beltline Hwy 120 madison,WI53713	39-1391134	501(c)(3)	212,065	Employment Endowment & Misc.

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) 2013

Page 2

Part III

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

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

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
Schedule I, Part I, Line 2	Procedure for Monitoring Use of Grant Funds Inside U.S. The use of grant funds is monitored through the application of a proposal process. 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.)

Return Reference

Explanation

Schedule I, Part I, Line 2

Procedure for Monitoring Use of Grant Funds Inside U.S. The use of grant funds is monitored through the application of a proposal process. 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) 2013

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

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

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

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
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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) 2013

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(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)Christian Kastman MDMedical Director - Informatics	(i) (ii)	214,747 0	5,000 0	240 0	0 0	0 0	219,987 0	0 0
(2)Kevin HaydenChief Executive Officer	(i) (ii)	321,034 0	0 0	15,653 0	0 0	0 0	336,687 0	0 0
(3)Mark HuthChief Medical Officer	(i) (ii)	272,122 0	0 0	3,250 0	0 0	0 0	275,372 0	0 0
(4)Robert MatthewMedical Dir - Clinic Affairs	(i) (ii)	217,442 0	0 0	1,500 0	0 0	0 0	218,942 0	0 0
(5)Jeffrey HuebnerMedical Dir-Quality Care	(i) (ii)	222,209 0	10,000 0	270 0	0 0	0 0	232,479 0	0 0
(6)Allan WearingChief Ins Services Officer	(i) (ii)	211,792 0	24,871 0	7,500 0	0 0	0 0	244,163 0	0 0
(7)Mark DalebrouxChief Human Resources Officer	(i) (ii)	170,801 0	25,452 0	15,490 0	0 0	0 0	211,743 0	17,000 0
(8)Bruce QuadeChief Information Officer	(i) (ii)	172,543 0	24,512 0	4,650 0	0 0	0 0	201,705 0	0 0
(9)Christine TockPhysician	(i) (ii)	343,739 0	0 0	450 0	0 0	0 0	344,189 0	0 0
(10)Eric HilquistPhysician	(i) (ii)	209,393 0	11,000 0	270 0	0 0	0 0	220,663 0	0 0
(11)Leah EdererPhysician	(i) (ii)	211,768 0	0 0	270 0	0 0	0 0	212,038 0	0 0
(12)Stephanie SkladzienPhysician	(i) (ii)	209,349 0	0 0	240 0	0 0	0 0	209,589 0	0 0
(13)Ralph FroelichPsychiatrist	(i) (ii)	203,825 0	0 0	2,472 0	0 0	0 0	206,297 0	0 0
(14)Lawrence J ZanoniExecutive Dir. - Thru 1/31/13	(i) (ii)	48,717 0	46,208 0	316,600 0	0 0	0 0	411,525 0	17,000 0
(15)Michael OstrovMedical Director-Thru 4/19/13	(i) (ii)	101,302 0	40,813 0	208,452 0	0 0	0 0	350,567 0	17,000 0
(16)Edward P PautzFinance Director-Thru 8/12/13	(i) (ii)	103,250 0	24,873 0	74,971 0	0 0	0 0	203,094 0	17,000 0
(17)Kassandra L RemoClinic Ops Dir. - Thru 4/19/13	(i) (ii)	97,476 0	22,754 0	191,548 0	0 0	0 0	311,778 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
Schedule J, Part I, Line 1a	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 for January 2013 and Mr. Hayden's name for the remainder of 2013, Mr. Zanoni and Mr. Hayden did not make personal use of the club in 2013. In 2013, GHC paid $2,040 ($170 per month) in dues and annual member assessment. Rotary Club - GHC pays for Mr. Zanoni's membership in the Rotary Club of Madison. In 2013, GHC paid dues and incidentals of $1,117.
Schedule J, Part I, Line 4a	Change-of-control Payment The following individuals received change-of-control payments during the year ended December 31, 2013. These amounts are included in Schedule J, Part II, Column B(iii). -Lawrence J. Zanoni $314,138.44 -Michael Ostrov $201,120.61 -Edward P. Pautz $60,811.95 -Kassandra L. Remo $190,088.07

Return Reference

Explanation

Schedule J, Part I, Line 1a

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 for January 2013 and Mr. Hayden's name for the remainder of 2013, Mr. Zanoni and Mr. Hayden did not make personal use of the club in 2013. In 2013, GHC paid $2,040 ($170 per month) in dues and annual member assessment. Rotary Club - GHC pays for Mr. Zanoni's membership in the Rotary Club of Madison. In 2013, GHC paid dues and incidentals of $1,117.

Schedule J, Part I, Line 4a

Change-of-control Payment The following individuals received change-of-control payments during the year ended December 31, 2013. These amounts are included in Schedule J, Part II, Column B(iii). -Lawrence J. Zanoni $314,138.44 -Michael Ostrov $201,120.61 -Edward P. Pautz $60,811.95 -Kassandra L. Remo $190,088.07

Schedule J (Form 990) 2013

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.
SchKMediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
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		97710VUC0	07-29-2004	12,000,000	CLINIC CONSTRUCTION		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	6,500,000
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) 2013

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use of bond-financed property? . . . . . . . . . . . .		X
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 the hedge terminated? . . . . . .		X

Schedule K (Form 990) 2013

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X
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
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. Provide additional information for responses to questions on Schedule K (see instructions).

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

Schedule K (Form 990) 2013

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

Group Health Cooperative of South Central WI

Employer identification number

39-1199466

Return Reference	Explanation
Statement of Program Service Accomplishments	Form 990, Part III, Line 4 2013 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 pride in 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 the individual needs of our community. 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 2013 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, 12.3% 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 2013, we proudly served nearly 4,000 BadgerCare Plus members. In addition, we donated $1.4 million in care to our BadgerCare Plus members in 2013. BRIDGES TO ACCESS Many families in the Madison area do not have a safe, warm place to call home. Combine that situation with a lack of medical care and suddenly the picture gets terrible. 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 51 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 $67,000 in crucial health care services and medications. Throughout the year we also provided medical supplies to area shelters in the form of cold medicine, tissues, and sanitation items.
Statement of Program Service Accomplishments(Continued)	Form 990, Part III, Line 4 EVENING CLINICS To accommodate the busy lives of parents with children enrolled in BadgerCare Plus, we provided 3 evening clinics in 2013. 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. 10 of our medical providers, 18 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 2013 a total of 135 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 2013 GHCSCW delivered over $39,000 in health care, including 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 2013, 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 118 children with $72,393 in primary care services and medications, and over $1,000 in eyewear through this program in 2013. 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 whose help connected them to needed care. We served as their advocates in 2013 by setting up numerous appointments for care and follow-up care. Working with our partners from the public health department, we helped 25 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 $25,833 in medical services and medications. 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.
Statement of Program Service Accomplishments(Continued)	Form 990, Part III, Line 4 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 2013. 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 nine 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 five years we've worked together with the Alpha Kappa Alpha Sorority and the 100 Black Men organization 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 three 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 tons of fresh produce was distributed in 2013. 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 six 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 six years we've worked together with the Urban League of Greater Madison to bring this service to our community. HEALTHY COMMUNITIES AWARDS 23.2% of Dane County students (grades 7-12) were overweight or obese in 2013. 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 2013. For six 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 11 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 2013. 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 four 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 on this issue at a community InfoShare event in 2013. 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 six 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 2013. 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 eight years we've served on the Latino Health Council in 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 2013, we proudly paid for 5,600 age and culturally appropriate books to be given away at these appointments. 2013 was the second 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. BLACK WOMEN'S WELLNESS DAY Black Women's Wellne
Statement of Program Service Accomplishments(Continued)	Form 990, Part III, Line 4 III. SERVE THROUGH VOLUNTEERISM 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. UNITED WAY DAYS OF CARING While still on the clock at work, 43 of our employees volunteered at five different community projects around the Madison area. Together, they helped canvas the community for Habitat for Humanity, they provided yard/ground maintenance to one of the the local YMCA branches and the home of a senior through the North/Eastside Senior Coalition, and they cleaned and performed maintenance to the Rainbow Project community center. 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 2013: - Alzheimer's & Dementia Alliance of Wisconsin - Alzheimer's Walk - Alzheimer's Association of South Central Wisconsin - Walk to End Alzheimer's - American Heart Association - Heart Walk - Chrysalis - Moving for Mental Health 5k Run/Walk - CrazyLegs - Henry Vilas Zoo Foundation - Zoo Run Run - Honor Ride Madison - Juvenile Diabetes Research Foundation - Walk to Cure Diabetes - Literacy Network - Run/Walk for Literacy - March of Dimes - March for Babies - National Alliance on Mental Illness of Wisconsin - NAMI Walk - National Kidney Foundation of Wisconsin - Capital City 5k - Red Caboose - Move Your Caboose - Safe Harbor - Run and Tot Trot - Susan G. Komen - Race for the Cure - Technology Education Foundation - Berbee Derby 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 2013: $39,729 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. $735 donated to fight breast cancer on behalf of the Susan G. Komen Foundation. $660 donated to fight heart disease on behalf of the American Heart Association Madison Heart Ball. $737 donated to support our veteran troops through Badger Honor Flight $300 donated to support the Juvenile Diabetes Research Foundation $494 donated to support organ, tissue, and eye donations on behalf of the National Kidney Foundation of Wisconsin $935 donated to support the ALS Association Wisconsin Chapter 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 74 pints of blood in 2013. 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 2013, we selected 52 of our members and 10 homeless families 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 A Fund for Women ABC for Health, Inc. Access Community Health Center Agrace Hospice Care Inc. AIDS Network Aldo Leopold Nature Center ALS Association - WI Chapter Alzheimer's & Dementia Alliance of WI Alzheimer's Association of South Central Wisconsin Chapter American Cancer Society American Family Children's Hospital American Heart Association American Stroke Association Badger Honor Flight Bayview Foundation BioForward Boys & Girls Club of Dane County Inc. Brazen Dropouts Breastfeeding Coalition of South Central Wisconsin By Women for Women Catholic Charities Centro Hispano of Dane County Children's Theatre of Madison Community Groundworks-Troy Gardens Community Shares of WI Community Partnerships Cooperative Network DAIS-Domestic Abuse Dane Buy Local Inc. Dane County Immunization Coalition Inc. Delta Sigma Theta Sorority Inc. Downtown Madison, Inc. Edgewood College Fairshare CSA Coalition Family Services of Madison Federated Youth Foundation Foundation for Madison Public Schools Forward Theatre Company Friends of the Zoo (Henry Vilas) Gilda's Club Goodman Community Center Hackfest 2013 Junior Achievement of WI Inc. Juvenile Diabetes Research Foundation (JDRF) Susan G. Komen Foundation Leukemia & Lymphoma Society Lily's Fund Literacy Network Lussier Community Education Center Madison Children's Museum Madison Community Foundation Madison Down Syndrome Society Madison Opera Inc. Madison Public Library Foundation Madison Senior Center Madison Symphony Orchestra March of Dimes MATC Foundation Monona Terrace Program & Endowment Fund Inc. National Alliance on Mental Illness-Dane County National Kidney Foundation National Lung Cancer Partnership Olbrich Botanical Society OPEN Madison Outreach Inc. PEBOGA Planned Parenthood Porchlight Rainbow Project Rape Crisis Center REAP Food Group RSVP of Dane County Inc. Safe Harbor Salvation Army Second Harvest Food Bank Sustain Dane Technology Education Foundation United Cerebral Palsy-Dane County United Way of Dane County Urban League of Madison UW- Carbone Cancer Center UW Foundation UW Hospitals & Clinics UW-Madison Earth Day Conference WI Association of Health Underwriters (WAHU) WI Chamber Orchestra WI Coalition Against Domestic Violence WI Council of the Blind & Visually Impaired WI Council on Children & Families WI Early Childhood Assoc (WECA) WI Executive Residence Foundation WI Health News WI Medical Society Foundation WI Primary Health Care Association WI Women's Health Foundation YMCA of Dane County Inc. YWCA of Madison
Governing Body Voting Rights	Form 990, Part VI, Section A, Line 1A 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 2013, these employee board members were Robert Matthews MD and Mark Huth MD from 1/1/13 to 5/31/13. Christian Kastman, MD and Donna Twining began serving as practitioner directors starting 6/1/13. The compensation and hours listed for these individuals are for their services as employees of the organization and not as members of the board.
Members or Stockholders	Form 990, Part VI, Section A, Line 6 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.
Members Electing Governing Body	Form 990, Part VI, Section A, Line 7a 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.
Governing Body Decisions Approved	Form 990, Part VI, Section A, Line 7b 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.
Filing Process	Form 990, Part VI, Section B, Line 11 After the Form 990 is prepared by the GHC-SCW's accounting firm and prior to filing the Form 990, the Chief Financial Officer 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.
Conflict of Interest Monitoring	Form 990, Part VI, Section B, Line 12c The Chief Financial Officer annually reviews a Conflict of Interest Questionnaire that is to be provided to the Board, Officers, and Key Employees. The Chief Financial Officer 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 through the questionnaire with knowledgeable facilitators who guide them to pertinent areas and respond to any questions.
Process for Determining Compensation	Form 990, Part VI, Section B, Line 15a & 15b 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.
Publicly Available Forms	Form 990, Part VI, Section C, Line 18 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.
Publicly Disclosed Documents	Form 990, Part VI, Section C, Line 19 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) 2013

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 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 2013 (Part V, line 2a) ......	5	896
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	0
9	Program service revenue (Part VIII, line 2g) .........	309,048,501	327,519,003
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	3,896,199	3,741,399
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	614,533	281,297
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	313,567,233	331,541,699
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	369,868	472,514
14	Benefits paid to or for members (Part IX, column (A), line 4).....	205,624,238	221,564,170
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	55,856,066	63,474,019
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)....	57,236,120	61,654,021
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	319,086,292	347,164,724
19	Revenue less expenses. Subtract line 18 from line 12.......	-5,519,059	-15,623,025
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	149,789,374	133,945,904
21	Total liabilities (Part X, line 26).............	66,643,049	66,535,934
22	Net assets or fund balances. Subtract line 21 from line 20.....	83,146,325	67,409,970

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 310,052,143 including grants of $ 472,514 ) (Revenue $ 327,530,484 )
	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 six clinics in the Madison metropolitan area. GHC's enrollment as of December 31, 2013 was 72,743. 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 expenses310,052,143

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	4,951,210	0	873,743

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

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

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	SUBSCRIBER PREMIUM		524114	303,838,301	303,838,301
b	MEDICARE/MEDICAID PAYMENTS		524292	15,954,658	15,954,658
c	HEALTH CARE SERVICES		621400	7,726,044	7,726,044
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			327,519,003
3	Investment income (including dividends, interest, and other similar amounts).......			1,767,534			1,767,534
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents	269,816
b	Less: rental expenses
c	Rental income or (loss)	269,816	0
d	Net rental income or (loss).......			269,816			269,816
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	22,454,740
b	Less: cost or other basis and sales expenses	20,480,875
c	Gain or (loss)	1,973,865
d	Net gain or (loss)..........			1,973,865			1,973,865
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	11,481	11,481
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			11,481
12	Total revenue. See Instructions......			331,541,699	327,530,484		4,011,215


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			6,235	1	6,625
2	Savings and temporary cash investments .........			3,084,921	2	7,595,491
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			24,842,694	4	22,484,802
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 ..............			2,061,203	8	1,822,876
9	Prepaid expenses and deferred charges ..........			2,748,366	9	1,678,703
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	59,629,399
b	Less: accumulated depreciation .....	10b	29,772,462	28,543,193	10c	29,856,937
11	Investments—publicly traded securities ..........			87,071,175	11	69,159,299
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 ...........			1,431,587	15	1,341,171
16	Total assets. Add lines 1 through 15 (must equal line 34)......			149,789,374	16	133,945,904
17	Accounts payable and accrued expenses .........			34,674,752	17	30,813,436
18	Grants payable .................			0	18	0
19	Deferred revenue ................			25,264,070	19	29,629,361
20	Tax-exempt bond liabilities .............			6,000,000	20	5,500,000
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....................			704,227	25	593,137
26	Total liabilities. Add lines 17 through 25.........			66,643,049	26	66,535,934
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			83,146,325	27	67,409,970
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 ...........			83,146,325	33	67,409,970
34	Total liabilities and net assets/fund balances ........			149,789,374	34	133,945,904