Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter Social Security numbers on this form as it may be made public. By law, the IRS cannot redact the information on the form.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2013
Open to Public Inspection
For calendar year 2013, or tax year beginning 01-01-2013 , and ending 12-31-2013
Name of foundation
TENNESSEE HEALTH FOUNDATION INC
 

Number and street (or P.O. box number if mail is not delivered to street address)1 CAMERON HILL CIRCLE   Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHATTANOOGA, TN37402
A Employer identification number

20-0298456
B Telephone number (see instructions)

(423) 535-7163
C bullet
G Check all that apply:

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$203,665,743J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 27,000,000
2 Check bullet
3 Interest on savings and temporary cash investments 1,864 430,145  
4 Dividends and interest from securities...... 1,235,505 2,205,379  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 5,450,447
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 19,547,550
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......   208,379  
12 Total. Add lines 1 through 11........ 33,687,816 22,391,453  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 8,450 1,268   7,182
c Other professional fees (attach schedule).... Click to see attachment 300,263 300,263   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions) Click to see attachment 252,033 98,382   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 518,643 81,531   517,461
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,079,389 481,444   524,643
25 Contributions, gifts, grants paid........ 7,537,113 7,537,113
26 Total expenses and disbursements. Add lines 24 and 25 8,616,502 481,444   8,061,756
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 25,071,314
b Net investment income (if negative, enter -0-) 21,910,009
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2013)
Form 990-PF (2013)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............   34,421 34,421
2 Savings and temporary cash investments.......... 10,340,087 8,258,198 8,258,198
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 153,725,995 Click to see attachment190,771,218 190,771,218
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment4,783 Click to see attachment4,601,906 Click to see attachment4,601,906
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 164,070,865 203,665,743 203,665,743
Liabilities 17 Accounts payable and accrued expenses.......... 4,236 18,152
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment-267 Click to see attachment-8,556
23 Total liabilities (add lines 17 through 22).......... 3,969 9,596
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................... 164,066,896 203,656,147
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see page 17 of the
instructions).................... 164,066,896 203,656,147
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 164,070,865 203,665,743
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 164,066,896
2 Enter amount from Part I, line 27a..................... 2 25,071,314
3 Other increases not included in line 2 (itemize) bulletClick to see attachment 3 14,517,937
4 Add lines 1, 2, and 3.......................... 4 203,656,147
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 203,656,147
Form 990-PF (2013)
Form 990-PF (2013)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a CAPITAL GAIN ON CONTRIBUTED STOCKS D    
b SILCHESTER ST CAPITAL GAINS P    
c SILCHESTER LT CAP GAINS BOOK-TAX DIFFERENCE P    
d SILCHESTER LT CAPITAL GAINS P    
e MISCELLANEOUS OTHER INVESTMENTS P    
GAMMA ST CAPITAL GAINS P    
GAMMA LT CAPITAL GAINS P    
OTHER MARKETABLE SECURITIES GAINS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       12,838,884
b       156,391
c       685,856
d       1,152,684
e       335
      45,064
      370,908
      4,297,428
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       12,838,884
b       156,391
c       685,856
d       1,152,684
e       335
      45,064
      370,908
      4,297,428
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 19,547,550
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2012 6,107,244 132,433,040 0.046116
2011 5,278,257 115,203,888 0.045817
2010 4,246,999 103,465,432 0.041048
2009 4,194,354 87,277,228 0.048058
2008 3,302,145 88,399,801 0.037355
2 Total of line 1, column (d) ...................... 2 0.218394
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.043679
4 Enter the net value of noncharitable-use assets for 2013 from Part X, line 5..... 4 168,066,934
5 Multiply line 4 by line 3....................... 5 7,340,996
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 219,100
7 Add lines 5 and 6......................... 7 7,560,096
8 Enter qualifying distributions from Part XII, line 4.............. 8 8,061,756
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2013)
Form 990-PF (2013)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 219,100
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 219,100
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 219,100
6 Credits/Payments:
a 2013 estimated tax payments and 2012 overpayment credited to 2013 6a 242,773
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 242,773
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8 264
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 23,409
11 Enter the amount of line 10 to be: Credited to 2014 estimated taxBullet23,409 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?............................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
Yes
 
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2013 or the taxable year beginning in 2013 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletBCBST.COM/ABOUT/COMMUNITY/TN-HEALTH-FOUNDATION
    14
    The books are in care ofbulletTREY WHITE Telephone no.bullet (423) 535-7036
    Located atbullet1 CAMERON HILL CIRCLECHATTANOOGATN ZIP+4bullet37402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2013, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16Yes  
    See instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the
    foreign country bulletCA
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2013?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2013, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2013?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?.........................
    b
    If "Yes," did it have excess business holdings in 2013 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2013.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2013?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see instructions)........
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?........................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    BETTY W DEVINNEY CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    HERBERT H HILLIARD VICE CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES B BAKER BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    HULET M CHANEY BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    REGINALD W COOPWOOD BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    MARTY G DICKENS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    WILLIAM M GRACEY PRESIDENT/CEO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    LAMAR J PARTRIDGE BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES M PHILLIPS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    EMILY J REYNOLDS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    PAUL E STANTON BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    SHELIA D CLEMONS SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JILL OAKS ASSISTANT SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    BRIAN STANA TREASURER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    ALAINE ZACHARY ASSISTANT TREASURER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JOHN GIBLIN CFO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    T RALPH WOODARD JR CONTROLLER/CAO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    CALVIN ANDERSON EXECUTIVE DIRECTOR
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    DAWN WEBER FOUNDATION MANAGER
    20.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 SHAPE THE STATE PROGRAM FOCUSES ON COMBATING CHILDHOOD OBESITY THROUGH PHYSICAL ACTIVITY AND NUTRITION. MORE THAN 88,000 CHILDREN AT ALMOST 200 SCHOOL SITES HAVE PARTICIPATED 517,461
    2  
    3  
    4  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
     
    b
    Average of monthly cash balances.......................
    1b
     
    c
    Fair market value of all other assets (see instructions)................
    1c
     
    d
    Total (add lines 1a, b, and c).........................
    1d
     
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
     
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
     
    3
    Subtract line 2 from line 1d.........................
    3
     
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
     
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
     
    6
    Minimum investment return. Enter 5% of line 5..................
    6
     
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    8,403,347
    2a
    Tax on investment income for 2013 from Part VI, line 5......
    2a
    219,100
    b
    Income tax for 2013. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    219,100
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    8,184,247
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    8,184,247
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1................................
    7
    8,184,247
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
     
    b
    Program-related investments—total from Part IX-B..................
    1b
     
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
     
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
     
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
     
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 8
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2012     		(c)
    2012     		(d)
    2013
    1 Distributable amount for 2013 from Part XI, line 7 8,184,247
    2 Undistributed income, if any, as of the end of 2013:
    a Enter amount for 2012 only....... 5,388,926
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2013:
    a From 2008.......  
    b From 2009.......  
    c From 2010.......  
    d From 2011.......  
    e From 2012.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2013 from Part
    XII, line 4: bullet$ 8,061,756
    a Applied to 2012, but not more than line 2a 5,388,926
    b Applied to undistributed income of prior years
    (Election required—see instructions)......     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2013 distributable amount..... 2,672,830
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2013. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2012. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2013. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2014 ..........     		5,511,417
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see
    instructions) .............     		0
    8Excess distributions carryover from 2008 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2014.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2009....  
    b Excess from 2010....  
    c Excess from 2011....  
    d Excess from 2012....  
    e Excess from 2013....  
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 9
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2013, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2013 (b) 2012 (c) 2011 (d) 2010
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    DAWN WEBER FOUNDATION MANAGER
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    (423) 535-7163
    bThe form in which applications should be submitted and information and materials they should include:
    WWW.BCBST.COM/ABOUT/COMMUNITY/TN-HEALTH-FOUNDATION/
    cAny submission deadlines:
    SUBMISSIONS MUST BE WITHIN 3 CYCLES: JAN,MAY,SEP
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    WWW.BCBST.COM/ABOUT/COMMUNITY/TN-HEALTH-FOUNDATION/
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AVERY TRACE MIDDLE SCHOOL
    230 RAIDER DR
    COOKEVILLE,TN38501     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    BURCHFIELD SCHOOL
    1112 W 3RD AVENUE
    ONEIDA,TN37841     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    CHILHOWEE MIDDLE SCHOOL
    216 SCHOOLHOUSE HILL ROAD
    BENTON,TN37307     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    COMMUNITY FOUNDATIONREGIONAL OBSTETRICAL CONSULTANTS
    902 MCCALLIE AVE
    CHATTANOOGA,TN37403     		NONE 509(A)(1) STORC - SOLUTIONS TO OBSTETRICS IN RURAL COUNTIES PROGRAM 617,074
    COUNTRY MUSIC HALL OF FAME AND MUSEUM
    222 FIFTH AVENUE SOUTH
    NASHVILLE,TN37203     		NONE 509(A)(1) BCBST LEARNING LAB 100,000
    DICKSON COMMUNITY CLINIC
    111 HIGHWAY 70 E
    DICKSON,TN37055     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 3,000
    DYER SCHOOL
    322 E COLLEGE STREET
    DYER,TN38330     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    EAST NASHVILLE MAGNET SCHOOL
    110 GALLATIN STREET
    NASHVILLE,TN37206     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    EXCHANGE CLUB CARL PERKINS CENTER
    PO BOX 447
    JACKSON,TN38302     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    FAITH FAMILY MEDICAL CLINIC
    326 21ST AVENUE NORTH
    NASHVILLE,TN37205     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 225,000
    FRIENDS IN NEED HEALTH CENTER INC
    1105 W STONE DR
    KINGSPORT,TN37660     		NONE 509(A)(1) MATCHING GRANT PROJECT 108,000
    GIRLS INC OF CHATTANOOGA
    709 SOUTH GREENWOOD AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) INFANT MORTALITY PUBLIC AWARENESS CAMPAIGN FOR TENNESSEE (IMPACT) PROGRAM 50,497
    GOVERNORS FOUNDATION FOR HEALTH AND WELLNESS
    511 UNION ST SUITE 720
    NASHVILLE,TN37219     		NONE 509(A)(1) HEALTHIER TENNESSEE 1,000,000
    GREENFIELD
    319 WEST MAIN STREET
    GREENFIELD,TN38230     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    HARDIN COUNTY MIDDLE SCHOOL
    299 LACEFIELD DR
    SAVANNAH,TN38372     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    HELEN ROSS MCNABB CENTER
    201 WEST SPRINGDALE AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) GEOGRAPHIC EXPANSION - BEHAVIORAL HEALTH PROGRAMS 83,333
    HOPE FAMILY HEALTH SERVICES 2 WESTMORELAND TN 37186
    12124 TENNESSEE 52
    WESTMORELAND,TN37186     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 6,000
    INTERFAITH HEALTH CLINIC
    315 GILL AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 8,000
    KNOXVILLE AREA PROJECT ACCESS
    115 SUBURBAN ROAD SOUTHWEST
    KNOXVILLE,TN37923     		NONE 509(A)(1) EMERGENCY ROOM UTILIZATION INITIATIVE EXPANSION 100,000
    KNOXVILLE NEWS SENTINEL CHARITIES INC
    2332 NEWS SENTINEL DR
    KNOXVILLE,TN37921     		NONE 509(A)(1) FREE FLU SHOT SATURDAY PROGRAM 60,000
    LEBONHEUR CHILDREN'S HOSPITAL
    50 N DUNLAP ST
    MEMPHIS,TN38103     		NONE 509(A)(1) PEDIFLIGHT CRASH MEMORIAL DONATION 10,500
    MEIGS MIDDLE SCHOOL
    564 N MAIN ST
    DECATUR,TN37322     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    METHODIST HEALTHCARE FOUNDATION
    PO BOX 42048
    MEMPHIS,TN38174     		NONE 509(A)(1) SICKLE CELL CENTER OF MEMPHIS 50,000
    MORRISON ELEMENTARY SCHOOL
    500 SOUTH FAIR STREET
    MORRISON,TN37357     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    MOUNTAIN STATES FOUNDATION
    2335 KNOB CREEK ROAD SUITE 101
    JOHNSON CITY,TN37604     		NONE 509(A)(1) COMMUNITY BENEFIT INITIATIVES 250,000
    MTN HOPE GOOD SHEPHERD CLINIC
    312 PRINCE ST
    SEVIERVILLE,TN37862     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 8,000
    NATIONAL CIVIL RIGHTS MUSEUM MEMPHIS TN 38103
    450 MULBERRY
    MEMPHIS,TN38103     		NONE 509(A)(1) RENOVATION PROJECT 100,000
    NEW CENTER ELEMENTARY
    2701 OLD NEWPORT HIGHWAY
    SEVIERVILLE,TN37876     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    NORRIS MIDDLE SCHOOL
    5 NORRIS SQUARE PO BOX 980
    NORRIS,TN37828     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    NORTHEAST MIDDLE SCHOOL
    2665 CHRISTMASVILLE RD
    JACKSON,TN38305     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    ONE FUND BOSTON
    PO BOX 990009
    BOSTON,MA02199     		NONE 509(A)(1) BOSTON BOMBING CONTRIBUTION 10,000
    ORCHARD KNOB MIDDLE SCHOOL
    500 NORTH HIGHLAND PARK AVE
    CHATTANOOGA,TN37840     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    PETROS-JOYNER SCHOOL (K-8)
    125 PETROS-JOYNER SCHOOL ROAD
    OLIVER SPRINGS,TN37840     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    PRIMARY CARE & HOPE CLINIC MURFREESBORO TN 37129
    1453A HOPE WAY
    MURFREESBORO,TN37129     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 6,000
    RICHARD HARDY MEMORIAL SCHOOL SOUTH PITTSBURG TN 37380
    1620 HAMILTON AVENUE
    SOUTH PITTSBURG,TN37380     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    RIDGEVIEW PSYCHIATRIC CENTER
    110 NORTH TENNESSEE AVENUE
    LAFOLLETTE,TN37766     		NONE 509(A)(1) MOTHERS AND INFANTS SOBER TOGETHER (MIST) PROGRAM 145,228
    ROCKVALE MIDDLE
    6543 HWY 99
    ROCKVALE,TN37153     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    RONALD MCDONALD HOUSE CHARITIES OF NASHVILLE
    2144 FAIRFAX AVENUE
    NASHVILLE,TN37212     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    RONALD MCDONALD HOUSE OF CHATTANOOGA
    200 CENTRAL AVENUE
    CHATTANOOGA,TN37403     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    RONALD MCDONALD HOUSE OF JOHNSON CITY
    418 N STATE OF FRANKLIN RD
    JOHNSON CITY,TN37604     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    RONALD MCDONALD HOUSE OF KNOXVILLE
    1705 W CLINCH AVE SW
    KNOXVILLE,TN37916     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    RONALD MCDONALD HOUSE OF MEMPHIS
    535 ALABAMA AVENUE
    MEMPHIS,TN38105     		NONE 509(A)(1) TEAM BLUE BENEFICIARY - STATE-WIDE INITIATIVE 10,000
    RUTHERFORD SCHOOL
    108 WEST KNOX STREET
    RUTHERFORD,TN38369     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    SHELBY COUNTY BOOKS FROM BIRTH
    5865 RIDGEWAY CENTER PKWY
    MEMPHIS,TN37204     		NONE 509(A)(1) PROGRAM SUPPORT 200,000
    SILOAM FAMILY HEALTH CENTER
    820 GALE LN
    NASHVILLE,TN37204     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 10,000
    SMYRNA MIDDLE SCHOOL
    712 HAZELWOOD DRIVE
    SMYRNA,TN37167     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    TN HOSPITAL EDUCATION & RESEARCH FDN
    500 INTERSTATE BLVD SOUTH
    NASHVILLE,TN37210     		NONE 509(A)(1) TN SURGICAL QUALITY IMPROVEMENT PROJECT 1,060,800
    UNIVERSITY OF MEMPHIS SCHOOL OF PUBLIC HEALTH
    106 ROBISON HALL
    MEMPHIS,TN38152     		NONE 509(A)(1) FITKIDS PROGRAM 275,000
    UNIVERSITY OF TN AT CHATTANOOGA SCHOOL OF NURSING
    615 MCCALLIE AVENUE DEPT 5605
    CHATTANOOGA,TN37403     		NONE 509(A)(1) GERONTOLOGY CHAIR, SCHOOL OF NURSING 500,000
    UNIVERSITY OF TN
    62 SOUTH DUNLAP
    MEMPHIS,TN38163     		NONE 509(A)(1) TEAMWORK-FOCUSED INTERDISCIPLINARY SIMULATIONS PROGRAM 973,420
    UNIVERSITY OF TN
    910 MADISON AVE STE 827
    MEMPHIS,TN38163     		NONE 509(A)(1) BLUES PROJECT, PHASE III (HAMILTON CO & SHELBY CO) 1,392,261
    URBAN LEAGUE OF CHATTANOOGA
    730 E MARTIN LUTHER KING BLVD
    CHATTANOOGA,TN37411     		NONE 509(A)(1) FIT4LIFE PROGRAM 100,000
    VOLUNTEERS IN MEDICINE
    5705 MARLIN RD
    CHATTANOOGA,TN37729     		NONE 509(A)(1) VOLUNTEER CLINIC SUPPORT 5,000
    WHITE OAK ELEMENTARY
    5634 WHITE OAK ROAD
    DUFF,TN37729     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    WINFREE BRYANT MIDDLE SCHOOL
    1213 LEEVILLE PIKE
    LEBANON,TN38506     		NONE 509(A)(1) SHAPE THE STATE GRANT WINNER 1,000
    Total .................................bullet 3a 7,537,113
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 1,864  
    4 Dividends and interest from securities....     14 1,235,505  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    14 5,450,447  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 6,687,816 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    136,687,816
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2013)
    Form 990-PF (2013)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2013)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2013
    Name of the organization
    TENNESSEE HEALTH FOUNDATION INC
     
    Employer identification number

    20-0298456
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......................... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 2
    Name of organization
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

    20-0298456
    Part I
    Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    BLUECROSS BLUESHIELD OF TENNESSEE INC
     

       
    1 CAMERON HILL CIRCLE
     
    CHATTANOOGA, TN374022520

    		$299,849


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
    BLUECROSS BLUESHIELD OF TENNESSEE INC
     

       
    1 CAMERON HILL CIRCLE
     
    CHATTANOOGA, TN374022520

    		$26,700,151


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 3
    Name of organization
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

    20-0298456
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    2
    		 PUBLICLY TRADED SECURITIES $26,700,151 2013-12-12
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
     
    		$    
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)
    Page 4
    Name of organization
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

    20-0298456
    Part III
    Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
    that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
    For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
    contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2013 AccountingFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICE EXP 8,450 1,268   7,182

    TY 2013 GeneralExplanationAttachment
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Identifier Return Reference Explanation
      FORM 990PF, PART XV FORM 990PF, PART XVINFORMATION REGARDING FOUNDATION MANAGERS============================================================THE DIRECTORS AND OFFICERS OF THE FOUNDATION ARE DIRECTORSOR OFFICERS OR EMPLOYEES OF BLUECROSS BLUESHIELD OFTENNESSEE, INC., WHICH IS THEIR PRIMARY SUPPORTER ANDSUBSTANTIAL CONTRIBUTOR TO THE FOUNDATION. A LISTING OFTHESE INDIVIDUALS IS CONTAINED IN STATEMENT 11 FORFORM 990-PF
      FORM 990PF, PART XV 3B PART XV 3B - FUTURE CONTRIBUTIONS============================================================NO FUTURE COMMITMENTS CONSIDERED UNCONDITIONAL

    TY 2013 InvestmentsCorpStockSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Name of Stock End of Year Book Value End of Year Fair Market Value
    PIMCO TOTAL RETURN FD-INST 12,331,944 12,331,944
    PIMCO BOND FUND 24,400,651 24,400,651
    ISHARES S&P 500 INDEX FUNDS 17,240,945 17,240,945
    ISHARES S&P SMALLCAP 600 10,339,740 10,339,740
    ISHARES MSCI EAFE ETF 8,943,629 8,943,629
    AURORA OFFSHORE FD LTD II CL A 19,696,203 19,696,203
    SELECTINVEST MULTISTRATEGY LTD 426,231 426,231
    ABS OFFSHORE SPC GLOBAL PORT 15,308,513 15,308,513
    SILCHESTER INT'L EQUITY TRUST 33,818,282 33,818,282
    EATON VANCE PARAMETRIC TAX-MGD EMERGING MARKETS FUND 16,252,892 16,252,892
    ISHARES BARCLAYS 0-5 YEAR TIPS 14,117,750 14,117,750
    GAMMA CONVERTIBLE FUND 12,506,304 12,506,304
    BABSON FLOATING RATE INCOME 5,388,134 5,388,134

    TY 2013 OtherAssetsSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    ACCRUED BOND INTEREST RECEIVABLE 4,783 0 0
    EQ/MMF INTEREST RECEIVABLE 0 1,906 1,906
    INVESTMENT RECEIVABLE 0 4,600,000 4,600,000


    TY 2013 OtherExpensesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROGRAM SUPPORT 517,461 0   517,461
    DUES 500 0   0
    OTHER PASSTHROUGH INVESTMENT EXPENSES 0 81,531   0
    MISCELLANEOUS EXPENSE 187 0   0
    LATE FEES AND PENALTIES 495 0   0


    TY 2013 OtherIncreasesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Amount
    UNREALIZED GAIN 14,517,937


    TY 2013 OtherLiabilitiesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value
    FRANCHISE & EXCISE TAX PAYABLE -267 -8,556


    TY 2013 OtherProfessionalFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 300,263 300,263   0


    TY 2013 TaxesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX AND LICENSE 322 0   0
    FOREIGN TAXES FROM PASS THROUGH 0 98,382   0
    EXCISE TAX 251,711 0   0