TY 2014 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
COVANCE MARKET ACCESS 9801 WASHINGTONIAN BLVD 9TH FL GAITHERSBURG,MD20878	OPERATIONS OF PATIENT SERVICES	4,221,925
COVANCE SPECIALTY PHARMACY 500 EAGLES LANDING WAY LAKES LAND,FL33810	MANAGEMENT OF PHARMACY CARDS	295,646
AB DATA GROUP 600 A B DATA DRIVE MILWAUKEE,WI53217	PROFESSIONAL FUNDRAISING	182,011
WHITECOAT STRATEGIES LLC 1200 G STREET NW SUITE 800 WASHINGTON,DC20005	PUBLIC RELATIONS, COMMUNICATIONS	130,610
ML STRATEGIES LLC 701 PENNSYLVANIA AVENUE NW WASHINGTON,DC20004	STRATEGIC PLANNING AND BUSINESS DEVELOPM	100,012
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 5

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....	29,039,150	29,039,150
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	665,798	85,082	460,664	120,052
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages ....	452,819	165,560	272,503	14,756
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	20,315	8,318	11,151	846
9	Other employee benefits .......	127,067	30,807	95,472	788
10	Payroll taxes ...........	69,418	16,444	46,780	6,194
11	Fees for services (non-employees):
a	Management ......	4,142,419	4,142,236	183
b	Legal .........	86,515		86,515
c	Accounting ...........	50,244		50,244
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17	187,931			187,931
f	Investment management fees ......	193,920		193,920
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	582,032	350,303	231,729
12	Advertising and promotion ....	26,054		26,054
13	Office expenses .......	522,066	501,505	16,778	3,783
14	Information technology ......	115,004	72,645	42,359
15	Royalties ..
16	Occupancy ...........	39,899	10,055	24,718	5,126
17	Travel ............	25,582		23,701	1,881
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	15,249		15,249
20	Interest ...........	759		759
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	177,469	154,446	23,023
23	Insurance ..............
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	STATE REG. FEES	13,119			13,119
b	MEMBERSHIP DUES/SUBS.	2,919			2,919
c
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	36,555,748	34,576,551	1,621,802	357,395
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 .............	2,133,591	1	11,463,760
2	Savings and temporary cash investments .........	5,871,226	2	9,897,748
3	Pledges and grants receivable, net ...........	2,360,000	3	2,350,000
4	Accounts receivable, net .............		4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............		8
9	Prepaid expenses and deferred charges ..........	25,102	9	25,288
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,141,259
b	Less: accumulated depreciation .....	10b	794,490	396,418	10c	346,769
11	Investments—publicly traded securities ..........	30,974,112	11	70,505,126
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............	1,137	14	812
15	Other assets. See Part IV, line 11 ...........	112,172	15	515,326
16	Total assets. Add lines 1 through 15 (must equal line 34)......	41,873,758	16	95,104,829
	17	Accounts payable and accrued expenses .........	800,623	17	1,224,538
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....	1,005,000	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....................	1,273,355	25	1,619,528
26	Total liabilities. Add lines 17 through 25.........	3,078,978	26	2,844,066
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	4,002,497	27	5,889,433
28	Temporarily restricted net assets ...........	34,792,283	28	86,371,330
29	Permanently restricted net assets ...........		29
	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 ...........	38,794,780	33	92,260,763
34	Total liabilities and net assets/fund balances ........	41,873,758	34	95,104,829

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2014

Page 2

Part II

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	77,404,453	52,749,627	42,379,225	18,482,644	87,271,430	278,287,379
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	77,404,453	52,749,627	42,379,225	18,482,644	87,271,430	278,287,379
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)..						215,560,408
6	Public support. Subtract line 5 from line 4.						62,726,971

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
7	Amounts from line 4..	77,404,453	52,749,627	42,379,225	18,482,644	87,271,430	278,287,379
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	1,195,776	1,419,587	1,617,248	1,397,564	1,729,915	7,360,090
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..
11	Total support Add lines 7 through 10.						285,647,469

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

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

Section C. Computation of Public Support Percentage

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

21.960 %

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

19.550 %

16a

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

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

17a

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

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

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

Schedule A (Form 990 or 990-EZ) 2014

Page 3

Part III

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

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2010	(b) 2011	(c) 2012	(d) 2013	(e) 2014	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

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

Section C. Computation of Public Support Percentage

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

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

Section D. Computation of Investment Income Percentage

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

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

19a

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

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

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

Schedule A (Form 990 or 990-EZ) 2014

Page 4

Part IV

Supporting Organizations

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

Section A. All Supporting Organizations

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10a

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

10a

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

10b

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

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

11a

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

11b

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

11c

Schedule A (Form 990 or 990-EZ) 2014

Page 5

Part IV

Supporting Organizations (continued)

Section B. Type I Supporting Organizations

Yes

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

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

Section C. Type II Supporting Organizations

Yes

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

Section D. All Type III Supporting Organizations

Yes

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

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

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

Section E. Type III Functionally-Integrated Supporting Organizations

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

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

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

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

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

Yes

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

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

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

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

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

Schedule A (Form 990 or 990-EZ) 2014

Page 6

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

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

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

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

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

Schedule A (Form 990 or 990-EZ) 2014

Page 7

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

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

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

Schedule A (Form 990 or 990-EZ) 2014

Page 8

Part VI

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

Facts And Circumstances Test
THE HEALTHWELL FOUNDATION (THE "FOUNDATION") OFFERS THE FOLLOWING FACTS AND CIRCUMSTANCES IN SUPPORT OF ITS ONGOING CLASSIFICATION AS A PUBLIC CHARITY AND NOT A PRIVATE FOUNDATION.GENERAL BACKGROUND - THE FOUNDATION PROVIDES NEED-BASED FINANCIAL ASSISTANCE TO UNDERINSURED INDIVIDUALS LIVING WITH CHRONIC AND/OR LIFE-ALTERING ILLNESSES SUCH AS ASTHMA, CANCER AND IMMUNOSUPPRESSIVE DISORDERS. THROUGH 2014, THE FOUNDATION HAS HELPED OVER 200,000 PATIENTS AFFORD THEIR PRESCRIPTION DRUG COPAYMENTS, PREMIUMS AND OTHER OUT-OF-POCKET HEALTH CARE COSTS.THE FOUNDATION GRANTS FUNDS TO PATIENTS WHO HAVE PRIVATE OR GOVERNMENT-SPONSORED INSURANCE BUT WHO ARE STILL UNABLE TO AFFORD THEIR INSURANCE COPAYMENTS OR THE PREMIUMS TO OBTAIN COVERAGE FOR THEIR CONDITIONS. THE FOUNDATION MAKES ITS AWARDS BASED ON THE OBJECTIVE CONSIDERATION OF FINANCIAL AND MEDICAL CRITERIA AND THE ADEQUACY OF THE RECIPIENT'S INSURANCE COVERAGE. GRANTS ARE GIVEN TO RECIPIENTS FOR UP TO ONE YEAR AT A TIME. THE FOUNDATION DOES NOT PLACE RESTRICTIONS ON THE MEDICATIONS ITS RECIPIENTS USE. THE DECISION AS TO WHICH MEDICATIONS ARE PRESCRIBED IS A MEDICAL JUDGMENT. FURTHER, THE FOUNDATION DOES NOT LIMIT THE PROVIDERS OR PHARMACIES ITS RECIPIENTS MAY USE TO OBTAIN THEIR MEDICATIONS.PUBLIC SUPPORT PERCENTAGE - THE FOUNDATION'S CUMULATIVE PUBLIC SUPPORT PERCENTAGE AS OF DECEMBER 31, 2014 IS 21.96 WHICH IS ABOVE THE MINIMUM AMOUNT AT WHICH FACTS AND CIRCUMSTANCES WILL BE CONSIDERED BY THE SERVICE IN DETERMINING THE FOUNDATION'S ONGOING QUALIFICATION AS A PUBLICLY SUPPORTED CHARITY. THE FOUNDATION'S PUBLIC SUPPORT PERCENTAGE HAS CONSISTENTLY INCREASED SINCE 2004; THE FACTS AND CIRCUMSTANCES RELATING TO THE FOUNDATION'S STRUCTURE AND OPERATIONS PRESENT AN EXCEPTIONALLY STRONG CASE IN SUPPORT OF ITS ONGOING CLASSIFICATION AS A PUBLIC CHARITY AND NOT AS A PRIVATE FOUNDATION. THESE FACTS AND CIRCUMSTANCES, WHICH ARE DISCUSSED IN MORE DETAIL LATER, INCLUDE THE FOLLOWING:1. THE FOUNDATION IS NOT CONTROLLED BY ITS CONTRIBUTORS AND HAS NO ENDOWMENT FUND, CHARACTERISTICS WHICH DISTINGUISH IT FROM VIRTUALLY ALL PRIVATE FOUNDATIONS.2. THE FOUNDATION'S BOARD REPRESENTS MANY DIVERSE ASPECTS OF THE HEALTHCARE COMMUNITY, DEMONSTRATING THE FOUNDATION'S COMMITMENT TO THE BROAD PUBLIC BENEFIT & THE FOUNDATION'S COMMITMENT TO OPERATE AN OUTSTANDING ORGANIZATION THAT WILL ATTRACT FUTURE SUPPORT.3. THE FOUNDATION'S ACTIVITIES BROADLY BENEFIT THE GENERAL PUBLIC AS WELL AS OTHER CHARITABLE ORGANIZATIONS THAT ARE ATTEMPTING TO HELP PATIENTS COPE WITH MANY DIFFERENT TYPES OF ILLNESSES AND CONDITIONS.FACTS AND CIRCUMSTANCES SUPPORTING QUALIFICATION AS A PUBLICLY SUPPORTED ORGANIZATION1. ATTRACTION OF PUBLIC SUPPORT. THE FOUNDATION'S POLICY IS TO ACCEPT CONTRIBUTIONS FROM DONORS AND TO DISBURSE THE CONTRIBUTIONS IN THE FORM OF GRANTS AS SOON AS PRACTICABLE. THE FOUNDATION DOES NOT HAVE AN ENDOWMENT FUND, AND ITS ABILITY TO FULFILL ITS MISSION IS ENTIRELY DEPENDENT ON ITS ABILITY TO ATTRACT FUTURE SUPPORT FROM DONORS ON A CONTINUOUS BASIS. NONE OF THE FOUNDATION'S HISTORICAL SUBSTANTIAL CONTRIBUTORS HAS PLEDGED OR OTHERWISE COMMITTED TO CONTINUE TO SUPPORT THE FOUNDATION IN FUTURE YEARS. THEREFORE, THE FOUNDATION MUST CONTINUALLY SEEK NEW DONORS TO SUSTAIN ITS FUNDS, AND IT HAS DONE SO. SPECIFICALLY:- THE FOUNDATION EMPLOYS 10 PERSONS WHO, IN ADDITION TO THEIR PRIMARY TASKS, MAY ALSO WORK ON FUNDRAISING PROJECTS AS NEEDED.- THE FOUNDATION'S CORPORATE CUMULATIVE DONOR BASE HAS INCREASED EACH YEAR FROM ONE CORPORATE DONOR IN 2004 TO 23 CORPORATE DONORS.- IN ADDITION TO THE PRESIDENT AND DIRECTOR OF STRATEGIC DEVELOPMENT, THE FOUNDATION WORKS WITH A STRATEGIC PUBLIC RELATIONS FIRM AND A HEALTH CARE CONSULTING FIRM TO RESEARCH, IDENTIFY AND HELP PURSUE NEW CORPORATE FUNDRAISING OPPORTUNITIES.- THE FOUNDATION REGULARLY SOLICITS SUPPORT FROM PRIVATE INDIVIDUALS, WHICH HAS RESULTED IN DONATIONS FROM MORE THAN 10,000 INDIVIDUAL DONORS. 2. REPRESENTATIVE GOVERNING BODY. THE FOUNDATION'S BOARD CONSISTS ENTIRELY OF NATIONALLY-RECOGNIZED HEALTH CARE EXPERTS WITH DEEP EXPERIENCE IN THE FIELDS OF HEALTH CARE ADMINISTRATION, CLINICAL PRACTICE AND RESEARCH, DIRECT PATIENT CARE, PATIENT ADVOCACY AND HEALTH LAW. THE COMPOSITION OF THE BOARD EXEMPLIFIES THE FOUNDATION'S COMMITMENT TO REPRESENT THE BROAD INTERESTS OF THE GENERAL PUBLIC AND TO OPERATE IN A MANNER THAT WILL ATTRACT ATTENTION - AND SUPPORT - FROM A BROAD RANGE OF POTENTIAL DONORS.GIVEN THEIR DIVERSE EXPERTISE, THE FOUNDATION'S BOARD MEMBERS BRING FORWARD A VARIETY OF IMPORTANT ISSUES TO ENCOURAGE DISCUSSION ABOUT HOW THE FOUNDATION'S PROGRAMS AND SERVICES WILL DIRECTLY IMPACT THE GENERAL PUBLIC. THEIR WIDE-RANGING OPINIONS HELP TO EXPAND THE FOUNDATION'S VIEWPOINT AND RESULT IN AN ORGANIZATION THAT CAN RESPOND SUCCESSFULLY TO IMPORTANT CHANGES IN THE HEALTH CARE ENVIRONMENT. THE BOARD ALSO RETAINS/ENGAGES AN ETHICAL ADVISOR TO OFFER ADDITIONAL PERSPECTIVE(S) IN THE EVOLVING HEALTHCARE DELIVERY SYSTEM.GIVEN THEIR DIVERSE EXPERTISE, THE FOUNDATION'S BOARD MEMBERS BRING FORWARD A VARIETY OF IMPORTANT ISSUES TO ENCOURAGE DISCUSSION ABOUT HOW THE FOUNDATION'S PROGRAMS AND SERVICES WILL DIRECTLY IMPACT THE GENERAL PUBLIC. THEIR WIDE-RANGING OPINIONS HELP TO EXPAND THE FOUNDATION'S VIEWPOINT AND RESULT IN AN ORGANIZATION THAT CAN RESPOND SUCCESSFULLY TO IMPORTANT CHANGES IN THE HEALTH CARE ENVIRONMENT. SIGNIFICANTLY, NONE OF THE FOUNDATION'S BOARD MEMBERS IS AFFILIATED WITH ANY CONTRIBUTOR TO THE FOUNDATION, AND IT IS THE FOUNDATION'S STRICT POLICY THAT THERE NOT BE SUCH AFFILIATIONS. MOREOVER, NO CONTRIBUTOR HAS THE POWER TO APPOINT DIRECTORS TO THE FOUNDATION'S BOARD. IN THIS REGARD, THE FOUNDATION DIFFERS MARKEDLY FROM A PRIVATE FOUNDATION, WHERE THE GOVERNING BODY IS TYPICALLY COMPOSED OF SUBSTANTIAL CONTRIBUTORS AND/OR MEMBERS CHOSEN BY SUBSTANTIAL CONTRIBUTORS. 3. AVAILABILITY OF PUBLIC FACILITIES OR SERVICES; PUBLIC PARTICIPATION IN PROGRAMS OR POLICIES. THE FOUNDATION PUTS FORTH SIGNIFICANT EFFORTS TO MAKE THE AVAILABILITY OF ITS PROGRAMS AND SERVICES KNOWN TO THE GENERAL PUBLIC THROUGH AVENUES SUCH AS ITS WEBSITE (WWW.HEALTHWELLFOUNDATION.ORG), WHERE PATIENTS, PROVIDERS AND ADVOCATES CAN OBTAIN INFORMATION ON THE FOUNDATION'S PROGRAM, APPLY ON-LINE AND, THROUGH INTERACTIVE PORTALS, MANAGE A PATIENT'S PORTFOLIO OF GRANTS (PROVIDERS) OR MONITOR THEIR OWN GRANT (PATIENTS). THESE AVENUES ARE UPDATED CONTINUOUSLY AND MONITORED CLOSELY THROUGHOUT THE YEAR. THE FOUNDATION ENGAGES IN A WIDE RANGE OF PROMOTIONAL OUTREACH ACTIVITIES, INCLUDING MEDIA RELATIONS AND BLOG ACTIVITIES (WWW.REALWORLDHEALTHCARE.ORG) IN ADDITION TO TARGETED SOCIAL MEDIA CAMPAIGNS TO EDUCATE THE PUBLIC, PROVIDERS, PHARMACIES AND OTHER HEALTH-RELATED ORGANIZATIONS ABOUT ITS WORK. NEWS ABOUT THE FOUNDATION'S PROGRAMS REGULARLY APPEARS IN LOCAL AND NATIONAL PUBLICATIONS, INCLUDING MEDICAL JOURNALS, NEWSPAPERS, RADIO SHOWS, MAGAZINES, BLOGS AND HEALTH CARE WEBSITES. REPRESENTATIVES OF THE FOUNDATION REGULARLY ATTEND NATIONAL AND LOCAL CONFERENCES TO PROMOTE THE FOUNDATION'S PROGRAMS, INCLUDING THOSE OF SUCH ENTITIES AS CBI PATIENT ASSISTANCE PROGRAM, MARYLAND LUPUS SUMMIT AND CBI PATIENT ADHERENCE & SUPPORT.ADDITIONALLY, WHEN THE FOUNDATION ESTABLISHES A NEW FUND WITH RESPECT TO A PARTICULAR DISEASE OR CONDITION, THE FOUNDATION:- IDENTIFIES KEY NATIONAL PATIENT ADVOCACY GROUPS AND HEALTHCARE ORGANIZATIONS THAT ARE ABLE TO REACH OUT TO PATIENTS IN THE NEW FUND AREA.- IDENTIFIES APPROPRIATE CONTACTS IN EACH ORGANIZATION THAT FOCUS ON PATIENT ADVOCACY AND/OR REIMBURSEMENT ISSUES. - INVITES THESE ORGANIZATIONS TO EDUCATE PATIENTS, PROVIDERS, ADVOCATES AND THEIR BROADER NETWORKS ABOUT THE FOUNDATION'S PROGRAMS BY POSTING A LINK TO WWW.HEALTHWELLFOUNDATION.ORG ON THEIR WEBSITES, PROMOTING VIA SOCIAL MEDIA AND/OR INCLUDING INFORMATION ABOUT THE FOUNDATION'S SERVICES IN THEIR MARKETING AND EDUCATIONAL MATERIALS. - ISSUES A PRESS RELEASE TO ANNOUNCE A NEW FUND TO THE MEDIA, PATIENT ADVOCACY GROUPS AND THE BROADER HEALTHCARE COMMUNITY.- REACHES OUT TO PROSPECTIVE DONORS TO SOLICIT ADDITIONAL SUPPORT FOR THE DISEASE AREA.- PROMOTES THE NEW FUND IN ITS NEWSLETTER, "THE PULSE," WHICH REACHES OVER 30,000 INDIVIDUALS FOUR TIMES A YEAR, AND THROUGH SOCIAL MEDIA.FURTHERMORE, THE FOUNDATION IS REFERENCED BY, OR IS LINKED TO, THE WEBSITES OF A NUMBER OF ORGANIZATIONS THAT DIRECT PATIENTS FOR COPAYMENT AND PREMIUM ASSISTANCE. SUCH ORGANIZATIONS INCLUDE PARTNERSHIP FOR PRESCRIPTION ASSISTANCE, AMERICAN CANCER SOCIETY, CMS, CAREMARK SPECIALTY PHARMACIES, NATIONAL MS SOCIETY, PSORIASIS FOUNDATION, LUPUS FOUNDATION OF AMERICA, CANCERCARE, PORPHYRIA FOUNDATION AND NEEDYMEDS, AMONG OTHERS.CONCLUSIONIN SUMMARY, HEALTHWELL FOUNDATION HAS THE CHARACTERISTICS OF A "PUBLICLY SUPPORTED" ORGANIZATION, BASED ON THE FACTS AND CIRCUMSTANCES TEST DESCRIBED IN SECTION 1.170A-9(E)(3) OF THE TREASURY REGULATIONS. SPECIFICALLY, A SMALL NUMBER OF DONORS DO NOT CONTROL HEALTHWELL; RATHER HEALTHWELL IS A GROWING INSTITUTION THAT BEARS MANY OF THE

Facts And Circumstances Test

THE HEALTHWELL FOUNDATION (THE "FOUNDATION") OFFERS THE FOLLOWING FACTS AND CIRCUMSTANCES IN SUPPORT OF ITS ONGOING CLASSIFICATION AS A PUBLIC CHARITY AND NOT A PRIVATE FOUNDATION.GENERAL BACKGROUND - THE FOUNDATION PROVIDES NEED-BASED FINANCIAL ASSISTANCE TO UNDERINSURED INDIVIDUALS LIVING WITH CHRONIC AND/OR LIFE-ALTERING ILLNESSES SUCH AS ASTHMA, CANCER AND IMMUNOSUPPRESSIVE DISORDERS. THROUGH 2014, THE FOUNDATION HAS HELPED OVER 200,000 PATIENTS AFFORD THEIR PRESCRIPTION DRUG COPAYMENTS, PREMIUMS AND OTHER OUT-OF-POCKET HEALTH CARE COSTS.THE FOUNDATION GRANTS FUNDS TO PATIENTS WHO HAVE PRIVATE OR GOVERNMENT-SPONSORED INSURANCE BUT WHO ARE STILL UNABLE TO AFFORD THEIR INSURANCE COPAYMENTS OR THE PREMIUMS TO OBTAIN COVERAGE FOR THEIR CONDITIONS. THE FOUNDATION MAKES ITS AWARDS BASED ON THE OBJECTIVE CONSIDERATION OF FINANCIAL AND MEDICAL CRITERIA AND THE ADEQUACY OF THE RECIPIENT'S INSURANCE COVERAGE. GRANTS ARE GIVEN TO RECIPIENTS FOR UP TO ONE YEAR AT A TIME. THE FOUNDATION DOES NOT PLACE RESTRICTIONS ON THE MEDICATIONS ITS RECIPIENTS USE. THE DECISION AS TO WHICH MEDICATIONS ARE PRESCRIBED IS A MEDICAL JUDGMENT. FURTHER, THE FOUNDATION DOES NOT LIMIT THE PROVIDERS OR PHARMACIES ITS RECIPIENTS MAY USE TO OBTAIN THEIR MEDICATIONS.PUBLIC SUPPORT PERCENTAGE - THE FOUNDATION'S CUMULATIVE PUBLIC SUPPORT PERCENTAGE AS OF DECEMBER 31, 2014 IS 21.96 WHICH IS ABOVE THE MINIMUM AMOUNT AT WHICH FACTS AND CIRCUMSTANCES WILL BE CONSIDERED BY THE SERVICE IN DETERMINING THE FOUNDATION'S ONGOING QUALIFICATION AS A PUBLICLY SUPPORTED CHARITY. THE FOUNDATION'S PUBLIC SUPPORT PERCENTAGE HAS CONSISTENTLY INCREASED SINCE 2004; THE FACTS AND CIRCUMSTANCES RELATING TO THE FOUNDATION'S STRUCTURE AND OPERATIONS PRESENT AN EXCEPTIONALLY STRONG CASE IN SUPPORT OF ITS ONGOING CLASSIFICATION AS A PUBLIC CHARITY AND NOT AS A PRIVATE FOUNDATION. THESE FACTS AND CIRCUMSTANCES, WHICH ARE DISCUSSED IN MORE DETAIL LATER, INCLUDE THE FOLLOWING:1. THE FOUNDATION IS NOT CONTROLLED BY ITS CONTRIBUTORS AND HAS NO ENDOWMENT FUND, CHARACTERISTICS WHICH DISTINGUISH IT FROM VIRTUALLY ALL PRIVATE FOUNDATIONS.2. THE FOUNDATION'S BOARD REPRESENTS MANY DIVERSE ASPECTS OF THE HEALTHCARE COMMUNITY, DEMONSTRATING THE FOUNDATION'S COMMITMENT TO THE BROAD PUBLIC BENEFIT & THE FOUNDATION'S COMMITMENT TO OPERATE AN OUTSTANDING ORGANIZATION THAT WILL ATTRACT FUTURE SUPPORT.3. THE FOUNDATION'S ACTIVITIES BROADLY BENEFIT THE GENERAL PUBLIC AS WELL AS OTHER CHARITABLE ORGANIZATIONS THAT ARE ATTEMPTING TO HELP PATIENTS COPE WITH MANY DIFFERENT TYPES OF ILLNESSES AND CONDITIONS.FACTS AND CIRCUMSTANCES SUPPORTING QUALIFICATION AS A PUBLICLY SUPPORTED ORGANIZATION1. ATTRACTION OF PUBLIC SUPPORT. THE FOUNDATION'S POLICY IS TO ACCEPT CONTRIBUTIONS FROM DONORS AND TO DISBURSE THE CONTRIBUTIONS IN THE FORM OF GRANTS AS SOON AS PRACTICABLE. THE FOUNDATION DOES NOT HAVE AN ENDOWMENT FUND, AND ITS ABILITY TO FULFILL ITS MISSION IS ENTIRELY DEPENDENT ON ITS ABILITY TO ATTRACT FUTURE SUPPORT FROM DONORS ON A CONTINUOUS BASIS. NONE OF THE FOUNDATION'S HISTORICAL SUBSTANTIAL CONTRIBUTORS HAS PLEDGED OR OTHERWISE COMMITTED TO CONTINUE TO SUPPORT THE FOUNDATION IN FUTURE YEARS. THEREFORE, THE FOUNDATION MUST CONTINUALLY SEEK NEW DONORS TO SUSTAIN ITS FUNDS, AND IT HAS DONE SO. SPECIFICALLY:- THE FOUNDATION EMPLOYS 10 PERSONS WHO, IN ADDITION TO THEIR PRIMARY TASKS, MAY ALSO WORK ON FUNDRAISING PROJECTS AS NEEDED.- THE FOUNDATION'S CORPORATE CUMULATIVE DONOR BASE HAS INCREASED EACH YEAR FROM ONE CORPORATE DONOR IN 2004 TO 23 CORPORATE DONORS.- IN ADDITION TO THE PRESIDENT AND DIRECTOR OF STRATEGIC DEVELOPMENT, THE FOUNDATION WORKS WITH A STRATEGIC PUBLIC RELATIONS FIRM AND A HEALTH CARE CONSULTING FIRM TO RESEARCH, IDENTIFY AND HELP PURSUE NEW CORPORATE FUNDRAISING OPPORTUNITIES.- THE FOUNDATION REGULARLY SOLICITS SUPPORT FROM PRIVATE INDIVIDUALS, WHICH HAS RESULTED IN DONATIONS FROM MORE THAN 10,000 INDIVIDUAL DONORS. 2. REPRESENTATIVE GOVERNING BODY. THE FOUNDATION'S BOARD CONSISTS ENTIRELY OF NATIONALLY-RECOGNIZED HEALTH CARE EXPERTS WITH DEEP EXPERIENCE IN THE FIELDS OF HEALTH CARE ADMINISTRATION, CLINICAL PRACTICE AND RESEARCH, DIRECT PATIENT CARE, PATIENT ADVOCACY AND HEALTH LAW. THE COMPOSITION OF THE BOARD EXEMPLIFIES THE FOUNDATION'S COMMITMENT TO REPRESENT THE BROAD INTERESTS OF THE GENERAL PUBLIC AND TO OPERATE IN A MANNER THAT WILL ATTRACT ATTENTION - AND SUPPORT - FROM A BROAD RANGE OF POTENTIAL DONORS.GIVEN THEIR DIVERSE EXPERTISE, THE FOUNDATION'S BOARD MEMBERS BRING FORWARD A VARIETY OF IMPORTANT ISSUES TO ENCOURAGE DISCUSSION ABOUT HOW THE FOUNDATION'S PROGRAMS AND SERVICES WILL DIRECTLY IMPACT THE GENERAL PUBLIC. THEIR WIDE-RANGING OPINIONS HELP TO EXPAND THE FOUNDATION'S VIEWPOINT AND RESULT IN AN ORGANIZATION THAT CAN RESPOND SUCCESSFULLY TO IMPORTANT CHANGES IN THE HEALTH CARE ENVIRONMENT. THE BOARD ALSO RETAINS/ENGAGES AN ETHICAL ADVISOR TO OFFER ADDITIONAL PERSPECTIVE(S) IN THE EVOLVING HEALTHCARE DELIVERY SYSTEM.GIVEN THEIR DIVERSE EXPERTISE, THE FOUNDATION'S BOARD MEMBERS BRING FORWARD A VARIETY OF IMPORTANT ISSUES TO ENCOURAGE DISCUSSION ABOUT HOW THE FOUNDATION'S PROGRAMS AND SERVICES WILL DIRECTLY IMPACT THE GENERAL PUBLIC. THEIR WIDE-RANGING OPINIONS HELP TO EXPAND THE FOUNDATION'S VIEWPOINT AND RESULT IN AN ORGANIZATION THAT CAN RESPOND SUCCESSFULLY TO IMPORTANT CHANGES IN THE HEALTH CARE ENVIRONMENT. SIGNIFICANTLY, NONE OF THE FOUNDATION'S BOARD MEMBERS IS AFFILIATED WITH ANY CONTRIBUTOR TO THE FOUNDATION, AND IT IS THE FOUNDATION'S STRICT POLICY THAT THERE NOT BE SUCH AFFILIATIONS. MOREOVER, NO CONTRIBUTOR HAS THE POWER TO APPOINT DIRECTORS TO THE FOUNDATION'S BOARD. IN THIS REGARD, THE FOUNDATION DIFFERS MARKEDLY FROM A PRIVATE FOUNDATION, WHERE THE GOVERNING BODY IS TYPICALLY COMPOSED OF SUBSTANTIAL CONTRIBUTORS AND/OR MEMBERS CHOSEN BY SUBSTANTIAL CONTRIBUTORS. 3. AVAILABILITY OF PUBLIC FACILITIES OR SERVICES; PUBLIC PARTICIPATION IN PROGRAMS OR POLICIES. THE FOUNDATION PUTS FORTH SIGNIFICANT EFFORTS TO MAKE THE AVAILABILITY OF ITS PROGRAMS AND SERVICES KNOWN TO THE GENERAL PUBLIC THROUGH AVENUES SUCH AS ITS WEBSITE (WWW.HEALTHWELLFOUNDATION.ORG), WHERE PATIENTS, PROVIDERS AND ADVOCATES CAN OBTAIN INFORMATION ON THE FOUNDATION'S PROGRAM, APPLY ON-LINE AND, THROUGH INTERACTIVE PORTALS, MANAGE A PATIENT'S PORTFOLIO OF GRANTS (PROVIDERS) OR MONITOR THEIR OWN GRANT (PATIENTS). THESE AVENUES ARE UPDATED CONTINUOUSLY AND MONITORED CLOSELY THROUGHOUT THE YEAR. THE FOUNDATION ENGAGES IN A WIDE RANGE OF PROMOTIONAL OUTREACH ACTIVITIES, INCLUDING MEDIA RELATIONS AND BLOG ACTIVITIES (WWW.REALWORLDHEALTHCARE.ORG) IN ADDITION TO TARGETED SOCIAL MEDIA CAMPAIGNS TO EDUCATE THE PUBLIC, PROVIDERS, PHARMACIES AND OTHER HEALTH-RELATED ORGANIZATIONS ABOUT ITS WORK. NEWS ABOUT THE FOUNDATION'S PROGRAMS REGULARLY APPEARS IN LOCAL AND NATIONAL PUBLICATIONS, INCLUDING MEDICAL JOURNALS, NEWSPAPERS, RADIO SHOWS, MAGAZINES, BLOGS AND HEALTH CARE WEBSITES. REPRESENTATIVES OF THE FOUNDATION REGULARLY ATTEND NATIONAL AND LOCAL CONFERENCES TO PROMOTE THE FOUNDATION'S PROGRAMS, INCLUDING THOSE OF SUCH ENTITIES AS CBI PATIENT ASSISTANCE PROGRAM, MARYLAND LUPUS SUMMIT AND CBI PATIENT ADHERENCE & SUPPORT.ADDITIONALLY, WHEN THE FOUNDATION ESTABLISHES A NEW FUND WITH RESPECT TO A PARTICULAR DISEASE OR CONDITION, THE FOUNDATION:- IDENTIFIES KEY NATIONAL PATIENT ADVOCACY GROUPS AND HEALTHCARE ORGANIZATIONS THAT ARE ABLE TO REACH OUT TO PATIENTS IN THE NEW FUND AREA.- IDENTIFIES APPROPRIATE CONTACTS IN EACH ORGANIZATION THAT FOCUS ON PATIENT ADVOCACY AND/OR REIMBURSEMENT ISSUES. - INVITES THESE ORGANIZATIONS TO EDUCATE PATIENTS, PROVIDERS, ADVOCATES AND THEIR BROADER NETWORKS ABOUT THE FOUNDATION'S PROGRAMS BY POSTING A LINK TO WWW.HEALTHWELLFOUNDATION.ORG ON THEIR WEBSITES, PROMOTING VIA SOCIAL MEDIA AND/OR INCLUDING INFORMATION ABOUT THE FOUNDATION'S SERVICES IN THEIR MARKETING AND EDUCATIONAL MATERIALS. - ISSUES A PRESS RELEASE TO ANNOUNCE A NEW FUND TO THE MEDIA, PATIENT ADVOCACY GROUPS AND THE BROADER HEALTHCARE COMMUNITY.- REACHES OUT TO PROSPECTIVE DONORS TO SOLICIT ADDITIONAL SUPPORT FOR THE DISEASE AREA.- PROMOTES THE NEW FUND IN ITS NEWSLETTER, "THE PULSE," WHICH REACHES OVER 30,000 INDIVIDUALS FOUR TIMES A YEAR, AND THROUGH SOCIAL MEDIA.FURTHERMORE, THE FOUNDATION IS REFERENCED BY, OR IS LINKED TO, THE WEBSITES OF A NUMBER OF ORGANIZATIONS THAT DIRECT PATIENTS FOR COPAYMENT AND PREMIUM ASSISTANCE. SUCH ORGANIZATIONS INCLUDE PARTNERSHIP FOR PRESCRIPTION ASSISTANCE, AMERICAN CANCER SOCIETY, CMS, CAREMARK SPECIALTY PHARMACIES, NATIONAL MS SOCIETY, PSORIASIS FOUNDATION, LUPUS FOUNDATION OF AMERICA, CANCERCARE, PORPHYRIA FOUNDATION AND NEEDYMEDS, AMONG OTHERS.CONCLUSIONIN SUMMARY, HEALTHWELL FOUNDATION HAS THE CHARACTERISTICS OF A "PUBLICLY SUPPORTED" ORGANIZATION, BASED ON THE FACTS AND CIRCUMSTANCES TEST DESCRIBED IN SECTION 1.170A-9(E)(3) OF THE TREASURY REGULATIONS. SPECIFICALLY, A SMALL NUMBER OF DONORS DO NOT CONTROL HEALTHWELL; RATHER HEALTHWELL IS A GROWING INSTITUTION THAT BEARS MANY OF THE

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2014

Name of the organization

HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

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

Special Rules

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

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

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

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

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

Page 2

Name of organization HEALTHWELL FOUNDATION

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

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

Page 3

Name of organization HEALTHWELL FOUNDATION

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

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

Page 4

Name of organization
HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Part III

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

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

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

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2014

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
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 .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	129,328	71,377	57,951
e	Other .................	1,011,931	723,113	288,818
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				346,769

Schedule D (Form 990) 2014

Page 3

Part VII

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

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








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

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value









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
CO-PAYMENTS AND PREMIUM ASSISTANCE PAYABLE		1,619,528








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		1,619,528
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII

Schedule D (Form 990) 2014

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	89,827,811
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a	778,425
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	778,425
3	Subtract line 2e from line 1.....................			3	89,049,386
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	193,920
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c	193,920
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	89,243,306

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	36,361,828
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	0
3	Subtract line 2e from line 1.....................			3	36,361,828
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	193,920
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................			4c	193,920
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	36,555,748

Part XIII

Supplemental Information

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

Return Reference	Explanation
PART X, LINE 2:	THE FOUNDATION PERFORMED AN EVALUATION OF UNCERTAIN TAX POSITIONS FOR THE YEAR ENDED DECEMBER 31, 2014, AND DETERMINED THAT THERE WERE NO MATTERS THAT WOULD REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS OR THAT MAY HAVE ANY EFFECT ON ITS TAX-EXEMPT STATUS.

Schedule D (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE G (Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information Regarding
Fundraising or Gaming Activities

Complete if the organization answered "Yes" to Form 990, Part IV, lines 17, 18, or 19, or if the organization entered more than $15,000 on Form 990-EZ, line 6a. right arrow

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

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization
HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Part I

Fundraising Activities. Complete if the organization answered "Yes" to Form 990, Part IV, line 17. Form 990-EZ

filers are not required to complete this part.

Indicate whether the organization raised funds through any of the following activities. Check all that apply.

a	Mail solicitations	e	Solicitation of non-government grants
b	Internet and email solicitations	f	Solicitation of government grants
c	Phone solicitations	g	Special fundraising events
d	In-person solicitations

Did the organization have a written or oral agreement with any individual (including officers, directors, trustees

or key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services?

Yes

If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser is
to be compensated at least $5,000 by the organization.

(i) Name and address of individual or entity (fundraiser)		(ii) Activity	(iii) Did fundraiser have custody or control of contributions?		(iv) Gross receipts from activity	(v) Amount paid to (or retained by) fundraiser listed in col. (i)	(vi) Amount paid to (or retained by) organization
			Yes	No
	AB DATA GROUP 600 A B DATA DRIVE MILWAUKEE, WI53217	DIRECT MAIL CAMPAIGN		No	268,474	187,931	80,543









Total .................					268,474	187,931	80,543

List all states in which the organization is registered or licensed to solicit contributions or has been notified it is exempt from registration or licensing.

AL, AK, AZ, AR, CA, CO, CT, DE, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MS, MO, MT, NE, NV, NH, NJ, NM, NY, NC, ND, OH, OK, OR, PA, RI, SC, SD, TN, TX, UT, VT, VA, WA, WV, WI, WY, DC

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

Cat. No. 50083H

Schedule G (Form 990 or 990-EZ) 2014

Page 2

Part II

Fundraising Events. Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reported more than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. List events with gross receipts greater than $5,000.

			(a) Event #1 (event type)	(b) Event #2 (event type)	(c) Other events (total number)	(d) Total events (add col. (a) through col. (c))
	1	Gross receipts . . .
	2	Less: Contributions . .
	3	Gross income (line 1 minus line 2) . . .
	4	Cash prizes . . .
	5	Noncash prizes . .
	6	Rent/facility costs . .
	7	Food and beverages .
	8	Entertainment . . .
	9	Other direct expenses .
	10	Direct expense summary. Add lines 4 through 9 in column (d) ...........
	11	Net income summary. Subtract line 10 from line 3, column (d)...........

Part III

Gaming. Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than $15,000 on Form 990-EZ, line 6a.

(a) Bingo

(b) Pull tabs/Instant
bingo/progressive bingo

(c) Other gaming

(d) Total gaming (add col.(a) through col.(c))

Gross revenue . . . .

Cash prizes . . . .

Non-cash prizes . . .

Rent/facility costs . . .

Other direct expenses . .

Volunteer labor . . .

	Yes %
	No

	Yes %
	No

	Yes %
	No

Direct expense summary. Add lines 2 through 5 in column (d) ........... right arrow

Net gaming income summary. Subtract line 7 from line 1, column (d) ......... right arrow

Enter the state(s) in which the organization conducts gaming activities:

Is the organization licensed to conduct gaming activities in each of these states? ............

YesNo

If "No," explain:

10a

Were any of the organization's gaming licenses revoked, suspended or terminated during the tax year? .....

YesNo

If "Yes," explain:

Schedule G (Form 990 or 990-EZ) 2014

Page 3

Does the organization conduct gaming activities with nonmembers? .................

YesNo

Is the organization a grantor, beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? ..........................

YesNo

Indicate the percentage of gaming activities conducted in:

The organization's facility ......................

13a

An outside facility ........................

13b

Enter the name and address of the person who prepares the organization's gaming/special events books and records:

Name

Address

15a

Does the organization have a contract with a third party from whom the organization receives gaming

revenue? ......................................

YesNo

If "Yes," enter the amount of gaming revenue received by the organization right arrow

$ and the

amount of gaming revenue retained by the third party right arrow

If "Yes," enter name and address of the third party:

Name

Address

Gaming manager information:

Name

Gaming manager compensation right arrow

Description of services provided right arrow

Director/officer Employee Independent contractor

Mandatory distributions:

Is the organization required under state law to make charitable distributions from the gaming proceeds to

retain the state gaming license? ............................

YesNo

Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization's own exempt activities during the tax year right arrow

Part IV

Supplemental Information. Provide the explanations required by Part I, line 2b, columns (iii) and (v), and Part III, lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable. Also provide any additional information (see instructions).

Return Reference	Explanation

Schedule G (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

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

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

Attach to Form 990.
lBullet

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization
HEALTHWELL FOUNDATION

Employer identification number
20-0413676

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

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

(a) Name and address of organization or government	(b) EIN	(c) IRC section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance

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

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

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

Cat. No. 50055P

Schedule I (Form 990) 2014

Page 2

Part III

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

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant
(1) ASTHMA	3839	4,790,550
(2) MULTIPLE SCLEROSIS - MEDICARE ACCESS	1520	4,218,453
(3) IMMUNOSUPPRESSIVE TREATMENT FOR SOLID ORGAN TRANSPLANT RECIPIENTS	4107	3,895,276
(4) CYTOMEGALOVIRUS DISEASE	1544	2,649,516
(5) CHRONIC MYELOID LEUKEMIA - MEDICARE ACCESS	361	1,863,185
(6) CARCINOID TUMORS AND ASSOCIATED SYMPTOMS - MEDICARE ACCESS	569	1,732,795
(7) SYSTEMIC LUPUS ERYTHEMATOSUS	513	1,608,180
(8) INFLAMMATORY BOWEL DISEASE - MEDICARE ACCESS	830	1,570,975
(9) CHEMOTHERAPY - INDUCED NEUTROPENIA	662	1,080,676
(10) GROWTH HORMONE DEFICIENCY	487	1,066,869
(11) HEAD AND NECK CANCER	449	972,066
(12) SECONDARY HYPERPARATHYROIDISM	904	777,706
(13) DUPUYTREN'S DISEASE	540	518,186
(14) MELANOMA	169	399,247
(15) MELANOMA - MEDICARE ACCESS	87	338,298
(16) URTICARIA	193	300,956
(17) AUTOIMMUNE - MEDICARE ACCESS	597	287,959
(18) ANCA - ASSOCIATED VASCULITIS, WEGENER'S AND GRANULOMATOSIS WITH POLYANGIITIS	77	236,432
(19) GOUT	172	222,673
(20) PEYRONIE'S	64	216,335
(21) PEDIATRIC	56	86,937
(22) NON-SMALL CELL LUNG CANCER	14	60,415
(23) POST MENOPAUSAL OSTEOPOROSIS - MEDICARE ACCESS	401	55,906
(24) IRON OVERLOAD AS A RESULT OF BLOOD TRANSFUSIONS	11	40,630
(25) BONE METASTASES	51	27,609
(26) PORPHYRIAS	5	10,321
(27) BREAST CANCER	1	8,149
(28) OTHER GRANTS	5	2,850

Part IV

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

Return Reference

Explanation

PART I, LINE 2:

EACH PATIENT SEEKING ASSISTANCE IS SCREENED FOR ELIGIBILITY EITHER BY A FOUNDATION REPRESENTATIVE OR THROUGH THE FOUNDATION'S ONLINE APPLICATION TOOL. CRITERIA ARE STATIC ACROSS ALL THE FOUNDATION FUNDS: THE PATIENT'S HOUSEHOLD INCOME MAY BE UP TO 500% OF THE FEDERAL POVERTY LIMIT, ADJUSTED FOR HOUSEHOLD SIZE AND HIGH COST OF LIVING AREAS; THE PATIENT MUST HAVE A DIAGNOSIS THAT THE FOUNDATION CURRENTLY SUPPORTS; THE PATIENT MUST HAVE INSURANCE COVERAGE FOR THE TREATMENT FOR WHICH THEY ARE SEEKING ASSISTANCE AND THAT TREATMENT MUST BE AN ELIGIBLE TREATMENT UNDER THE HEALTHWELL FUND; THE PATIENT'S PHYSICIAN, NURSE PRACTITIONER OR PHYSICIAN'S ASSISTANT MUST VERIFY THE PATIENT'S DIAGNOSIS AND TREATMENT VIA THE STATEMENT OF TREATMENT FORM; AND TREATMENT MUST BE DISPENSED IN THE UNITED STATES. ONCE PATIENTS ARE PRE-QUALIFIED FOR A GRANT, THEY HAVE 30 DAYS DURING WHICH TIME THEY MUST SUBMIT TO THE FOUNDATION A COMPLETED AND SIGNED STATEMENT OF TREATMENT FORM AND ANY OTHER DOCUMENTATION DEEMED NECESSARY BY THE FOUNDATION. UNTIL THE FOUNDATION RECEIVES THESE DOCUMENTS, NO PAYMENTS WILL BE CONSIDERED OR REVIEWED FOR REIMBURSEMENT. UPON RECEIPT AND REVIEW OF THE DOCUMENTATION, IF IT IS DEEMED COMPLETE, THE PATIENT BECOMES FULLY APPROVED. FOR SOME FUNDS, PATIENTS RECEIVE A PHARMACY CARD TO USE AT THE LOCAL RETAIL PHARMACY, THROUGH MAIL ORDER PHARMACY, OR THROUGH SPECIALTY PHARMACY. THE PHARMACY CARD CANNOT BE USED FOR PRIMARY PAYMENT AND PROVIDES ELECTRONIC POINT OF SALE REIMBURSEMENT FOR THE PHARMACY. FOR OTHER FUNDS, THE FOUNDATION REQUIRES THE SUBMISSION OF A COMPLETED REIMBURSEMENT REQUEST FORM ALONG WITH ADDITIONAL INFORMATION AS OUTLINED ON THE FORM. UPON RECEIPT, THE REQUEST IS REVIEWED: A FOUNDATION REPRESENTATIVE ENTERS THE RECEIVED INFORMATION INTO THE SYSTEM AND THE SYSTEM VALIDATES THE DATE OF SERVICE, AN INSURER PAID FIRST, THE PRODUCT IS AN ELIGIBLE TREATMENT UNDER THE HEALTHWELL FUND, AND THE PATIENT HAS AN ACTIVE, FULLY APPROVED GRANT. ONLY IF ALL SYSTEMATIC CHECKS PASS, THE REPRESENTATIVE PROCESSES THE PAYMENT.

Schedule I (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990.
SchJMediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

HEALTHWELL FOUNDATION

Employer identification number

20-0413676

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....

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? ..

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Yes

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1KRISTA ZODETPRESIDENT	(i) (ii)	204,000 ............................... 0	0 ............................... 0	0 ............................... 0	12,240 ............................... 0	10,281 ............................... 0	226,521 ............................... 0	0 ............................... 0
2SHELA HALPERDIR. OF STRATEGIC DEV. & MARKETING	(i) (ii)	159,307 ............................... 0	16,925 ............................... 0	0 ............................... 0	9,558 ............................... 0	22,598 ............................... 0	208,388 ............................... 0	0 ............................... 0
3BASKARAN VELLANDURAIDIRECTOR OF FINANCE & IT	(i) (ii)	155,574 ............................... 0	16,400 ............................... 0	0 ............................... 0	9,334 ............................... 0	17,581 ............................... 0	198,889 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
PART I, LINE 7	ALL BONUS PAYMENTS RECEIVED BY OFFICERS AND KEY EMPLOYEES LISTED IN FORM 990, PART VII ARE BASED ON AN APPRAISAL OF HIS/HER PERFORMANCE.
FORM 990, PART VII, LINE 5:	THE BOARD CHAIR OF THE FOUNDATION, STEPHEN WEINER, IS ALSO A PARTNER AT MINTZ, LEVIN, COHN, FERRIS, GLOVSKY, AND POPEO, PC, AN UNRELATED ORGANIZATION. FOR THE YEAR ENDED DECEMBER 31, 2014, THE FOUNDATION PAID A TOTAL OF $30,105 TO THE UNRELATED ORGANIZATION FOR THE TIME INCURRED BY MR. WEINER.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

HEALTHWELL FOUNDATION

Employer identification number

20-0413676

Return Reference	Explanation
FORM 990, PART VI, SECTION B, LINE 11	THE PRESIDENT, THE FOUNDATION'S DIRECTORS, AND THE SENIOR ACCOUNTANT REVIEW THE FEDERAL FORM 990 AND THEN FORWARD IT TO THE TREASURER FOR REVIEW. UPON COMPLETION OF REVIEW, THE PRESIDENT AUTHORIZES THE FEDERAL FORM 990 BE E-FILED AND THEN RETURNS THE FEDERAL FORM 990 TO THE DIRECTOR OF FINANCE. REVIEW CONSISTS OF TRACING ALL FIGURES FROM AUDITED FINANCIAL STATEMENTS TO THE PREPARED FEDERAL FORM 990, AND REVIEWING ANY DISCREPANCIES WITH THE TAX PREPARERS. THE DIRECTOR OF FINANCE PROVIDES EACH BOARD MEMBER A COPY FOR REVIEW PRIOR TO FILING WITH THE INTERNAL REVENUE SERVICE.
FORM 990, PART VI, SECTION B, LINE 12C	THE FOUNDATION'S PRESIDENT AND THE BOARD COMPLIANCE OFFICER WORK TOGETHER TO ENSURE ADHERENCE TO THE FOUNDATION'S COMPLIANCE PROGRAM. INCLUDED IN THIS COMPLIANCE PROGRAM ARE: STAFF AND BOARD OF DIRECTORS FOLLOW A CODE OF CONDUCT; STAFF MUST SIGN A CONFIDENTIALITY AND CONFLICT OF INTEREST AGREEMENT UPON HIRE; MEMBERS OF THE BOARD OF DIRECTORS MUST SIGN A CONFLICT OF INTEREST DISCLOSURE ANNUALLY (MEMBERS THAT ARE DEEMED TO HAVE A CONFLICT OF INTEREST BASED ON THIS DISCLOSURE ARE RECUSED FROM PARTICIPATING IN A VOTE WITHIN THAT AREA OF CONFLICT); AND EXECUTIVE STAFF AND BOARD ALSO ATTEST TO UNDERSTANDING AND ADHERING TO THE POLICY AND PRACTICE OF THE HEALTHWELL FOUNDATION TO NOT REFER PATIENTS TO, OR RECOMMEND, A PARTICULAR PROVIDER, SUPPLIER, OR PRODUCT AND NOT TO DISCLOSE TO A PATIENT OR A POTENTIAL PATIENT, UNDER ANY CIRCUMSTANCES, THE IDENTITY OF ANY PROGRAM DONOR.
FORM 990, PART VI, SECTION B, LINE 15	GUIDESTAR NONPROFIT EXECUTIVE COMPENSATION MARKET ANALYSIS DATA WAS USED TO DETERMINE COMPENSATION FOR THE PRESIDENT AND DIRECTORS. THIS MARKET ANALYSIS WAS FURTHER REVIEWED BY KORN-FERRY. THE LAST COMPENSATION REVIEW TOOK PLACE IN 2013 FOR THE PRESIDENT.
FORM 990, PART VI, SECTION C, LINE 19	THE FOUNDATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS AND THE FEDERAL FORM 990 ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE FEDERAL FORM 990 AND ANNUAL REPORT ARE ALSO AVAILABLE AT WWW.HEALTHWELLFOUNDATION.ORG.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: HELP ELIGIBLE PATIENTS WITH CHRONIC OR LIFE-ALTERING CONDITIONS AFFORD THEIR MEDICAL TREATMENTS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	6
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	6
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	10
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	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	18,482,644	87,271,430
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	996,272	1,971,876
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	19,478,916	89,243,306
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	31,135,498	29,039,150
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	1,436,451	1,335,417
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	200,233	187,931
b	Total fundraising expenses (Part IX, column (D), line 25) 357,395
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	7,673,744	5,993,250
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	40,445,926	36,555,748
19	Revenue less expenses. Subtract line 18 from line 12.......	-20,967,010	52,687,558
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	41,873,758	95,104,829
21	Total liabilities (Part X, line 26).............	3,078,978	2,844,066
22	Net assets or fund balances. Subtract line 21 from line 20.....	38,794,780	92,260,763

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 6,033,109 including grants of $ 4,790,550 ) (Revenue $ )
	ASTHMA - ASSISTED 3,839 ELIGIBLE PATIENTS WITH DEDUCTIBLE, COINSURANCE, AND COPAYMENT EXPENSES RELATED TO THE TREATMENT OF ASTHMA.

4b	(Code: ) (Expenses $ 5,423,555 including grants of $ 3,895,276 ) (Revenue $ )
	IMMUNOSUPPRESSIVE TREATMENT FOR SOLID ORGAN TRANSPLANT RECIPIENTS - ASSISTED 4,107 ELIGIBLE PATIENTS WITH DEDUCTIBLE, COINSURANCE, COPAYMENT, OR PREMIUM EXPENSES ALLOWING THEM TO BEGIN OR CONTINUE IMMUNOSUPPRESSIVE THERAPY TO PREVENT REJECTION OF THE TRANSPLANTED ORGAN.

4c	(Code: ) (Expenses $ 4,629,216 including grants of $ 4,218,453 ) (Revenue $ )
	MULTIPLE SCLEROSIS - MEDICARE ACCESS - ASSISTED 1,520 ELIGIBLE PATIENTS WITH DEDUCTIBLE, COINSURANCE AND COPAYMENT EXPENSES RELATED TO THE TREATMENT OF MULTIPLE SCLEROSIS.

	(Code: ) (Expenses $ 2,897,787 including grants of $ 2,649,516 ) (Revenue $ )
	CYTOMEGALOVIRUS DISEASE

	(Code: ) (Expenses $ 1,984,330 including grants of $ 1,863,185 ) (Revenue $ )
	CHRONIC MYELOID LEUKEMIA - MEDICARE ACCESS

	(Code: ) (Expenses $ 1,981,862 including grants of $ 1,732,795 ) (Revenue $ )
	CARCINOID TUMORS AND ASSOCIATED SYMPTOMS - MEDICARE ACCESS

	(Code: ) (Expenses $ 1,890,884 including grants of $ 1,608,180 ) (Revenue $ )
	SYSTEMIC LUPUS ERYTHEMATOSUS

	(Code: ) (Expenses $ 1,809,134 including grants of $ 1,570,975 ) (Revenue $ )
	INFLAMMATORY BOWEL DISEASE - MEDICARE ACCESS

	(Code: ) (Expenses $ 1,309,616 including grants of $ 1,080,676 ) (Revenue $ )
	CHEMOTHERAPY - INDUCED NEUTROPENIA

	(Code: ) (Expenses $ 1,178,641 including grants of $ 1,066,869 ) (Revenue $ )
	GROWTH HORMONE DEFICIENCY

	(Code: ) (Expenses $ 1,161,345 including grants of $ 972,066 ) (Revenue $ )
	HEAD AND NECK CANCER

	(Code: ) (Expenses $ 924,967 including grants of $ 777,706 ) (Revenue $ )
	SECONDARY HYPERPARATHYROIDISM

	(Code: ) (Expenses $ 625,494 including grants of $ 518,186 ) (Revenue $ )
	DUPUYTREN'S DISEASE

	(Code: ) (Expenses $ 477,862 including grants of $ 399,247 ) (Revenue $ )
	MELANOMA

	(Code: ) (Expenses $ 381,833 including grants of $ 300,956 ) (Revenue $ )
	URTICARIA

	(Code: ) (Expenses $ 376,822 including grants of $ 338,298 ) (Revenue $ )
	MELANOMA - MEDICARE ACCESS

	(Code: ) (Expenses $ 329,157 including grants of $ 287,959 ) (Revenue $ )
	AUTOIMMUNE - MEDICARE ACCESS

	(Code: ) (Expenses $ 293,589 including grants of $ 222,673 ) (Revenue $ )
	GOUT

	(Code: ) (Expenses $ 263,412 including grants of $ 236,432 ) (Revenue $ )
	ANCA - ASSOCIATED VASCULITIS, WEGENER'S AND GRANULOMATOSIS WITH POLYANGIITIS

	(Code: ) (Expenses $ 239,987 including grants of $ 216,335 ) (Revenue $ )
	PEYRONIE'S

	(Code: ) (Expenses $ 86,937 including grants of $ 86,937 ) (Revenue $ )
	PEDIATRIC

	(Code: ) (Expenses $ 83,379 including grants of $ 55,906 ) (Revenue $ )
	POST MENOPAUSAL OSTEOPOROSIS - MEDICARE ACCESS

	(Code: ) (Expenses $ 67,562 including grants of $ 60,415 ) (Revenue $ )
	NON-SMALL CELL LUNG CANCER

	(Code: ) (Expenses $ 45,071 including grants of $ 40,630 ) (Revenue $ )
	IRON OVERLOAD AS A RESULT OF BLOOD TRANSFUSIONS

	(Code: ) (Expenses $ 42,474 including grants of $ 27,609 ) (Revenue $ )
	BONE METASTASES

	(Code: ) (Expenses $ 13,466 including grants of $ 10,321 ) (Revenue $ )
	PORPHYRIAS

	(Code: ) (Expenses $ 9,266 including grants of $ 2,850 ) (Revenue $ )
	OTHER

	(Code: ) (Expenses $ 8,403 including grants of $ 8,149 ) (Revenue $ )
	BREAST CANCER

	(Code: ) (Expenses $ 5,704 including grants of $ 0 ) (Revenue $ )
	ANEMIA ASSOCIATED WITH CHRONIC RENAL INSUFFICIENCY/FAILURE

	(Code: ) (Expenses $ 1,687 including grants of $ 0 ) (Revenue $ )
	COLORECTAL CARCINOMA

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 18,490,671 including grants of $ 16,134,871 ) (Revenue $ )
4e	Total program service expenses34,576,551

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) STEPHEN M WEINER........................................................................ BOARD CHAIR	2.00 .......................	X	X		0	0	0
(2) JERRI SCARZELLA........................................................................ VICE CHAIR & TREASURER	1.00 .......................	X	X		8,000	0	0
(3) NANCY CARTERON........................................................................ VICE CHAIR & SECRETARY	1.00 .......................	X	X		8,000	0	0
(4) DAVID L KNOWLTON........................................................................ BOARD MEMBER	1.00 .......................	X			8,000	0	0
(5) DON LISS........................................................................ BOARD MEMBER	1.00 .......................	X			0	0	0
(6) SUZANNE M MILLER........................................................................ BOARD MEMBER	1.00 .......................	X			8,000	0	0
(7) KRISTA ZODET........................................................................ PRESIDENT	40.00 .......................		X		204,000	0	22,521
(8) SHELA HALPER........................................................................ DIR. OF STRATEGIC DEV. & MARKETING	40.00 .......................			X	176,232	0	32,156
(9) BASKARAN VELLANDURAI........................................................................ DIRECTOR OF FINANCE & IT	40.00 .......................			X	171,974	0	26,915

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	584,206	0	81,592

				(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		87,271,430

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			87,271,430
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			1,729,915			1,729,915
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	2,645,521
b	Less: cost or other basis and sales expenses	2,403,560
c	Gain or (loss)	241,961
d	Net gain or (loss)..........			241,961			241,961
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			89,243,306	0	0	1,971,876


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			2,133,591	1	11,463,760
2	Savings and temporary cash investments .........			5,871,226	2	9,897,748
3	Pledges and grants receivable, net ...........			2,360,000	3	2,350,000
4	Accounts receivable, net .............				4
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			25,102	9	25,288
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,141,259
b	Less: accumulated depreciation .....	10b	794,490	396,418	10c	346,769
11	Investments—publicly traded securities ..........			30,974,112	11	70,505,126
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............			1,137	14	812
15	Other assets. See Part IV, line 11 ...........			112,172	15	515,326
16	Total assets. Add lines 1 through 15 (must equal line 34)......			41,873,758	16	95,104,829
17	Accounts payable and accrued expenses .........			800,623	17	1,224,538
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....			1,005,000	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....................			1,273,355	25	1,619,528
26	Total liabilities. Add lines 17 through 25.........			3,078,978	26	2,844,066
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			4,002,497	27	5,889,433
28	Temporarily restricted net assets ...........			34,792,283	28	86,371,330
29	Permanently restricted net assets ...........				29
	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 ...........			38,794,780	33	92,260,763
34	Total liabilities and net assets/fund balances ........			41,873,758	34	95,104,829