Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2014
Open to Public Inspection
For calendar year 2014, or tax year beginning 2014, and ending , 20
Name of foundation
TENNESSEE HEALTH FOUNDATION INC
 

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

20-0298456
B Telephone number (see instructions)

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

D 1. bullet
2. bullet
E bullet
H Check type of organization:
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$238,964,861J Accounting method:
 
(Part I, column (d) must be on cash basis.)
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach
schedule).............. 20,000,000
2 Check bullet
Sch. B ...............
3 Interest on savings and temporary cash investments 4,202 122,982  
4 Dividends and interest from securities...... 1,901,509 3,349,616  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 10,396,333
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 18,827,717
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule).......   18,229  
12 Total. Add lines 1 through 11........ 32,302,044 22,318,544  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 10,100 1,515   8,585
c Other professional fees (attach schedule).... Click to see attachment 393,792 393,792   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 181,645 102,351   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 905,446 21,987   882,000
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 1,490,983 519,645   890,585
25 Contributions, gifts, grants paid........ 8,583,058 8,583,058
26 Total expenses and disbursements. Add lines 24 and 25 10,074,041 519,645   9,473,643
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 22,228,003
b Net investment income (if negative, enter -0-) 21,798,899
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2014)
Form 990-PF (2014)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............... 34,421 336,615 336,615
2 Savings and temporary cash investments.......... 8,258,198 21,301,406 21,301,406
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)........ 190,771,218 Click to see attachment194,967,276 194,967,276
c Investments—corporate bonds (attach schedule)........      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)...........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment4,601,906 Click to see attachment22,359,564 Click to see attachment22,359,564
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 203,665,743 238,964,861 238,964,861
Liabilities 17 Accounts payable and accrued expenses.......... 18,152 9,187
18 Grants payable..................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment-8,556 Click to see attachment19,467,875
23 Total liabilities (add lines 17 through 22).......... 9,596 19,477,062
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted................... 203,656,147 219,487,799
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds.........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)...... 203,656,147 219,487,799
31 Total liabilities and net assets/fund balances (see instructions).. 203,665,743 238,964,861
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 203,656,147
2 Enter amount from Part I, line 27a..................... 2 22,228,003
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 225,884,150
5 Decreases not included in line 2 (itemize) bulletClick to see attachment 5 6,396,351
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30. 6 219,487,799
Form 990-PF (2014)
Form 990-PF (2014)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a CAPITAL GAIN ON CONTRIBUTED STOCKS (TAX) D    
b SILCHESTER ST CAPITAL GAINS P    
c SILCHESTER LT CAP GAINS BOOK-TAX DIFFERENCE P    
d SILCHESTER LT CAPITAL GAINS P    
e MISCELLANEOUS OTHER INVESTMENTS P    
GAMMA LT CAPITAL GAINS P    
OTHER MARKETABLE SECURITIES GAINS P    
GAMMA LT CAP GAINS BOOK/TAX DIFFERENCE P    
IRM ST CAPITAL GAINS P    
IRM LT CAPITAL GAINS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       8,245,981
b       -42,874
c       1,237,046
d       166,489
e       10,567
      2,379,265
      7,840,012
      -1,046,558
      23,650
      14,139
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       8,245,981
b       -42,874
c       1,237,046
d       166,489
e       10,567
      2,379,265
      7,840,012
      -1,046,558
      23,650
      14,139
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 18,827,717
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 . . . . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2013 7,842,656 168,066,934 0.046664
2012 6,107,244 132,433,040 0.046116
2011 5,278,257 115,203,888 0.045817
2010 4,246,999 103,465,432 0.041048
2009 4,194,354 87,277,228 0.048058
2 Total of line 1, column (d) ...................... 2 0.227703
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.045541
4 Enter the net value of noncharitable-use assets for 2014 from Part X, line 5..... 4 200,793,803
5 Multiply line 4 by line 3....................... 5 9,144,351
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 217,989
7 Add lines 5 and 6......................... 7 9,362,340
8 Enter qualifying distributions from Part XII, line 4.............. 8 9,473,643
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions.
Form 990-PF (2014)
Form 990-PF (2014)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 217,989
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 217,989
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 217,989
6 Credits/Payments:
a 2014 estimated tax payments and 2013 overpayment credited to 2014 6a 188,409
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 35,000
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 223,409
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. Click to see attachment 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 5,420
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet5,420 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
Yes
 
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2014 or the taxable year beginning in 2014 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletSEE STATEMENT FOR PART XV
    14
    The books are in care ofbulletTREY WHITE Telephone no.bullet (423) 535-7036
    Located atbullet1 CAMERON HILL CIRCLECHATTANOOGATN ZIP+4bullet37402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2014, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16Yes  
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bulletCA
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2014?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2014, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2014?...............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?........................
    b
    If "Yes," did it have excess business holdings in 2014 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2014.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2014?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)..................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.......................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    BETTY W DEVINNEY CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    MARTY G DICKENS VICE CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES B BAKER BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    HULET M CHANEY BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    REGINALD W COOPWOOD BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    WILLIAM M GRACEY PRESIDENT/CEO/BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    HERBERT H HILLIARD BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    LAMAR J PARTRIDGE BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES M PHILLIPS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    EMILY J REYNOLDS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    PAUL E STANTON BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    MARTHA S WALLEN BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    SHELIA D CLEMONS SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JILL OAKS ASSISTANT SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    T RALPH WOODARD JR TREASURER/CRO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES ROCHAT ASSISTANT TREASURER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JOHN GIBLIN CFO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    CALVIN ANDERSON EXECUTIVE DIRECTOR
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    TREY WHITE CONTROLLER & CAO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    DAWN ABEL FOUNDATION DIRECTOR
    20.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 SHAPE THE STATE PROGRAM FOCUSES ON COMBATING CHILDHOOD OBESITY THROUGH PHYSICAL ACTIVITY AND NUTRITION. MORE THAN $2.6 MILLION WAS INVESTED IN 2014 INTO MULTIPLE COMMUNITY PARTNER PROGRAMS RESULTING IN MORE THAN 400,000 CHILDREN GETTING REGULAR PHYSICAL ACTIVITY AT APPROXIMATELY 1,200 ELEMENTARY AND MIDDLE SCHOOL SITES ACROSS TENNESSEE. 882,000
    2  
    3  
    4  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 8
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    192,074,548
    b
    Average of monthly cash balances.......................
    1b
    11,777,029
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    203,851,577
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    203,851,577
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    3,057,774
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    200,793,803
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    10,039,690
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    10,039,690
    2a
    Tax on investment income for 2014 from Part VI, line 5......
    2a
    217,989
    b
    Income tax for 2014. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    217,989
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    9,821,701
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    9,821,701
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    9,821,701
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    9,473,643
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    9,473,643
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    217,989
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    9,255,654
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2013     		(c)
    2013     		(d)
    2014
    1 Distributable amount for 2014 from Part XI, line 7 9,821,701
    2 Undistributed income, if any, as of the end of 2014:
    a Enter amount for 2013 only....... 5,511,417
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2014:
    a From 2009.......  
    b From 2010.......  
    c From 2011.......  
    d From 2012.......  
    e From 2013.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2014 from Part
    XII, line 4: bullet$ 9,473,643
    a Applied to 2013, but not more than line 2a 5,511,417
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions).........     		0
    d Applied to 2014 distributable amount..... 3,962,226
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2014. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2013. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2014. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		5,859,475
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2009 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2015.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2010....  
    b Excess from 2011....  
    c Excess from 2012....  
    d Excess from 2013....  
    e Excess from 2014....  
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2014, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2014 (b) 2013 (c) 2012 (d) 2011
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used
    directly for active conduct of exempt activities ...........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    DAWN ABEL FOUNDATION DIRECTOR
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    (423) 535-7163
    bThe form in which applications should be submitted and information and materials they should include:
    WWW.BCBST.COM/WHY-BCBST/ABOUT-US/CORPORATE-RESPONSIBILITY/ TENNESSEE-HEALTH-FOUNDATION/
    cAny submission deadlines:
    SUBMISSIONS MUST BE WITHIN 3 CYCLES: JAN,MAY,SEP
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    WWW.BCBST.COM/WHY-BCBST/ABOUT-US/CORPORATE-RESPONSIBILITY/ TENNESSEE-HEALTH-FOUNDATION/
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    AMERICAN CANCER SOCIETY INC
    2000 CHARLOTTE AVENUE
    NASHVILLE,TN37203     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - CANCER 55,500
    AMERICAN DIABETES ASSOCIATION
    4660 OLD BROADWAY
    KNOXVILLE,TN37918     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - DIABETES 25,000
    AMERICAN HEART ASSOCIATION
    PO BOX 4002900
    DES MOINES,IA50340     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - CARDIOVASCULAR 50,000
    AMERICAN LUNG ASSOCIATION OF TN
    ONE VINTAGE WAY SUITE C-120
    NASHVILLE,TN37228     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - RESPIRATORY 20,000
    AMERICAN RED CROSS MID SOUTH CHAPTER
    1400 CENTRAL AVENUE
    MEMPHIS,TN38104     		NONE 509(A)(1) MEMPHIS FLOOD DISASTER RELIEF 10,000
    CENTERSTONE OF TENNESSEE INC
    1101 6TH AVENUE NORTH
    NASHVILLE,TN37208     		NONE 509(A)(1) CRISIS SERVICES HIGH-RISK FOLLOW-UP PROJECT 200,000
    CENTRO HISPANO DE EAST TENNESSEE
    2455 SUTHERLAND AVENUE
    KNOXVILLE,TN37919     		NONE 509(A)(1) HEALTH ACCESS AND WELLNESS PROJECT 25,000
    CHILDREN'S CENTER OF THE CUMBERLANDS
    PO BOX 4314
    ONEIDA,TN37841     		NONE 509(A)(1) SANE MEDICAL EXAMINER 15,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 509(A)(1) SOLUTIONS TO OBSTETRICS IN RURAL COUNTIES (STORC) 357,041
    COMMUNITY FOUNDATION OF MIDDLE TN
    3833 CLEGHORN AVENUE STE 400
    NASHVILLE,TN37215     		NONE 509(A)(1) BCBST FAMILY FUND SEED FUNDING 250,000
    COUNTRY MUSIC HALL OF FAME AND MUSEUM
    222 5TH AVENUE SOUTH
    NASHVILLE,TN37203     		NONE 509(A)(1) BLUECROSS DISTANCE LEARNING LAB IN TAYLOR SWIFT EDUCATION CENTER 100,000
    CRAB ORCHARD ELEMENTARY
    240 SCHOOL ROAD
    CRAB ORCHARD,TN37723     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    DECATUR COUNTY MIDDLE SCHOOL
    2740 HIGHWAY 641 S
    PARSONS,TN38363     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    DICKSON COMMUNITY CLINIC
    111 HWY 70E 202
    DICKSON,TN37055     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 5,000
    EAST HICKMAN MIDDLE SCHOOL
    9414 E EAGLE DRIVE
    LYLES,TN37098     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    EAST TN CHILDREN'S HOSPITAL ASSOCIATION
    2018 WEST CLINCH AVENUE
    KNOXVILLE,TN37916     		NONE 509(A)(1) EARLY CHILDHOOD NUTRITION AND FITNESS EDUCATION PROGRAM 200,537
    EAST TN CHILDREN'S HOSPITAL ASSOCIATION
    2018 WEST CLINCH AVENUE
    KNOXVILLE,TN37916     		NONE 509(A)(1) NAS UNIT NAMING OPPORTUNITY 200,000
    ERLANGER HEALTH SYSTEM FOUNDATIONS
    975 EAST THIRD STREET
    CHATTANOOGA,TN37403     		NONE 509(A)(1) CHILDHOOD HEALTHY EATING AND ACTIVE LIVING CENTER 125,000
    FAITH FAMILY MEDICAL CENTER
    326 21ST AVENUE NORTH
    NASHVILLE,TN37203     		NONE 509(A)(1) JOURNEY TO HEALTH PROGRAM 113,259
    FAITH FAMILY MEDICAL CENTER
    326 21ST AVENUE NORTH
    NASHVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 2,000
    FRANKLIN ELEMENTARY SCHOOL
    1501 FIGUERS DRIVE
    FRANKLIN,TN37064     		NONE 509(A)(1) SHAPE THE STATE GRANT - KINESTHETIC MOVEMENT LAB 15,000
    FREE MEDICAL CLINIC OF OAK RIDGE INC
    116 EAST DIVISION ROAD
    OAK RIDGE,TN37830     		NONE 509(A)(1) HEALTHY HABITS, HEALTHY LIVES PROGRAM 22,500
    FRIENDS IN NEED HEALTH CENTER INC
    1105 WEST STONE DRIVE
    KINGSPORT,TN37660     		NONE 509(A)(1) PROGRAM SUPPORT - CHALLENGE GRANT 260,000
    GIRLS INC OF CHATTANOOGA
    709 SOUTH GREENWOOD AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) INFANT MORTALITY PUBLIC AWARENESS CAMPAIGN (IMPACT) 69,189
    GOVERNORS FOUNDATION FOR HEALTH AND WELLNESS
    511 UNION ST STE 720
    NASHVILLE,TN37219     		NONE 509(A)(1) HEALTHIER TENNESSEE PROGRAM 1,000,000
    GREATER KINGSPORT FAMILY YMCA
    1840 MEADOWVIEW PARKWAY
    KINGSPORT,TN37660     		NONE 509(A)(1) GREATER KINGSPORT FAMILY YMCA, PHASE II EXPANSION 800,000
    HABITAT FOR HUMANITY OF CHATTANOOGA
    1201 EAST MAIN STREET
    CHATTANOOGA,TN37408     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    HABITAT FOR HUMANITY OF GREATER MEMPHIS
    7136 WINCHESTER ROAD
    MEMPHIS,TN38125     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    HABITAT FOR HUMANITY OF WILLIAMSON CO
    511 WEST MEADE BLVD
    FRANKLIN,TN37064     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    HAMILTON COUNTY GOVERNMENT
    117 E 7TH ST 500
    CHATTANOOGA,TN37402     		NONE 509(A)(1) RIVERWALK PROJECT 250,000
    HARRIS MIDDLE SCHOOL
    570 EAGLE BLVD
    SHELBYVILLE,TN37160     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    HEALING HANDS HEALTH CENTER
    210 MEMORIAL DRIVE
    BRISTOL,TN37620     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 7,000
    HELEN ROSS MCNABB CENTER
    201 WEST SPRINGDALE AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) GEOGRAPHIC EXPANSION - BEHAVIORAL HEALTH PROGRAMS 83,333
    HIGH RISK OBSTETRICAL CONSULTANTS PLLC
    1924 ALCOA HIGHWAY SUITE 6-SOUTH
    KNOXVILLE,TN37920     		NONE 509(A)(1) NEONATAL ABSTINENCE SYNDROME AND HEP-C RESEARCH PROJECT 62,600
    HIWASSEE COLLEGE
    225 HIWASSEE COLLEGE DRIVE
    MADISONVILLE,TN37354     		NONE 509(A)(1) MOBILE DENTAL UNIT AND SIMULATION PROGRAM 220,000
    HOLSTON HABITAT FOR HUMANITY
    100 GREENWOOD LANE
    KINGSPORT,TN37663     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    HOPE FAMILY HEALTH SERVICES
    12124 TENNESSEE 52
    WESTMORELAND,TN37186     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 8,000
    HUMBOLDT CITY SCHOOLS BOARD OF EDUCATION
    1811 FERRELL STREET
    HUMBOLDT,TN38343     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    INTERFAITH HEALTH CLINIC
    315 GILL AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    JOHN SEVIER MIDDLE SCHOOL
    1200 WATEREE STREET
    KINGSPORT,TN37660     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    KEYSTONE DENTAL CARE INC
    603 BERT STREET 206
    JOHNSON CITY,TN37601     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    KNOXVILLE HABITAT FOR HUMANITY
    1501 WASHINGTON AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    KNOXVILLE NEWS SENTINEL CHARITIES INC
    2332 NEWS SENTINEL DRIVE
    KNOXVILLE,TN37921     		NONE 509(A)(1) FREE FLU SHOT SATURDAY 2015 60,000
    LA PAZ CHATTANOOGA
    1402 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) COMMUNITY HEALTH STAFFING 65,000
    MAURY MIDDLE SCHOOL
    965 MAURY CIRCLE
    DANDRIDGE,TN37725     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    MAYOR'S INSTITUTE FOR EXCELLENCE
    516 TENNESSEE STREET STE 411
    MEMPHIS,TN38103     		NONE 509(A)(1) GUN DOWN EMERGENCY DEPARTMENT INTERVENTION 66,000
    MEDICAL EDUCATION AND RESEARCH INSTITUTE
    44 S CLEVELAND
    MEMPHIS,TN38104     		NONE 509(A)(1) SIMULATED PEDIATRIC PATIENT SAFETY TRAINING FOR RURAL HOSPITALS AND EMS 75,000
    MEDICAL FOUNDATION OF CHATTANOOGA INC
    1917 EAST THIRD STREET
    CHATTANOOGA,TN37404     		NONE 509(A)(1) PROJECT ACCESS 85,000
    METHODIST HEALTHCARE FOUNDATION
    PO BOX 42048
    MEMPHIS,TN38174     		NONE 509(A)(1) SICKLE CELL CENTER OF MEMPHIS 50,000
    MIDWAY ELEMENTARY SCHOOL
    130 LAUREL BLUFF ROAD
    KINGSTON,TN37763     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    MOSHEIM SCHOOL
    297 WEST SCHOOL STREET
    MOSHEIM,TN37818     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    MTN HOPE GOOD SHEPHERD CLINIC
    312 PRINCE ST
    SEVIERVILLE,TN37862     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 8,000
    MOUNTAIN STATES FOUNDATION
    2335 KNOB CREEK ROAD STE 101
    JOHNSON CITY,TN37604     		NONE 509(A)(1) MOUNTAIN STATES HEALTH ALLIANCE COMMUNITY BENEFIT INITIATIVES 250,000
    MUNFORD MIDDLE SCHOOL
    100 EDUCATION AVENUE
    MUNFORD,TN38058     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    NORTHSIDE NEIGHBORHOOD HOUSE
    211 MINOR STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) HEALTHY FAMILIES PROGRAM 30,000
    OAK RIDGE SCHOOLS
    304 NEW YORK AVENUE
    OAK RIDGE,TN37830     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    PINK PALACE FAMILY OF MUSEUMS
    3050 CENTRAL AVENUE
    MEMPHIS,TN38111     		NONE 509(A)(1) SHAPE THE STATE GRANT 16,000
    PRIMARY CARE & HOPE CLINIC
    1453A HOPE WAY
    MURFREESBORO,TN37129     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 6,000
    RED BANK MIDDLE SCHOOL
    3701 TOM WEATHERS DRIVE
    CHATTANOOGA,TN37415     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    RIDGEVIEW PSYCHIATRIC CENTER
    110 NORTH TENNESSEE AVENUE
    LAFOLLETTE,TN37766     		NONE 509(A)(1) MIST PROGRAM 145,228
    SALVUS CENTER INC
    556 HARTSVILLE PIKE STE 200
    GALLATIN,TN37066     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 5,000
    SHELBY COUNTY SCHOOLS
    160 S HOLLYWOOD STREET
    MEMPHIS,TN38112     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    SIGNAL CENTERS
    109 NORTH GERMANTOWN ROAD
    CHATTANOOGA,TN37411     		NONE 509(A)(1) TECHNOLOGY CLASSROOM 150,000
    SILOAM FAMILY HEALTH CENTER
    820 GALE LN
    NASHVILLE,TN37204     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    TENNESSEE CHARITABLE CARE NETWORK
    326 21ST AVENUE NORTH
    NASHVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 15,000
    THE CHURCH HEALTH CENTER
    1210 PEABODY AVENUE
    MEMPHIS,TN38104     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 5,000
    THE CRUMLEY HOUSE
    300 URBANA ROAD
    LIMESTONE,TN37681     		NONE 509(A)(1) BRAIN INJURY REHABILITATION PROGRAM 25,000
    THE SPEECH & HEARING CENTER
    600 N HOLTSCLAW AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) LATINO YOUTH COMMUNICATION DISORDER OUTREACH 30,000
    THE TRUST FOR PUBLIC LAND
    202 TREMONT STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) FITNESS ZONES 150,000
    THE UNIVERSITY OF MEMPHIS
    106 ROBINSON HALL
    MEMPHIS,TN38152     		NONE 509(A)(1) FITKIDS PROGRAM 275,000
    THERF
    5201 VIRGINIA WAY
    BRENTWOOD,TN37027     		NONE 509(A)(1) SURGICAL QUALITY IMPROVEMENT PROGRAM 1,053,800
    TN HOSPITAL EDUCATION & RESEARCH FOUNDATION
    5201 VIRGINIA WAY
    BRENTWOOD,TN37027     		NONE 509(A)(1) TENNESSEE CENTER FOR PATIENT SAFETY 507,885
    UNITED WAY OF METROPOLITAN NASHVILLE
    250 VENTURE CIRCLE
    NASHVILLE,TN37228     		NONE 509(A)(1) SPORTS PLAY AND ACTIVE RECREATION FOR KIDS (SPARK) AFTER SCHOOL PROGRAM 178,811
    UNIVERSITY OF TENNESSEE AT CHATTANOOGA
    615 MCCALLIE AVENUE DEPT 5605
    CHATTANOOGA,TN37403     		NONE 509(A)(1) GERONTOLOGY CHAIR - SCHOOL OF NURSING 500,000
    VALOR COLLEGIATE ACADEMY
    4527 NOLENSVILLE PIKE
    NASHVILLE,TN37211     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    VANDERBILT MEDICAL GROUP
    2140 BELCOURT AVENUE STE 2146
    NASHVILLE,TN37212     		NONE 509(A)(1) PINK & DUDE CHEFS NUTRITION PROGRAM 64,375
    VOLUNTEERS IN MEDICINE CHATTANOOGA
    5705 MARLIN ROAD STE 1400
    CHATTANOOGA,TN37411     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 6,000
    WALTER J BAIRD MIDDLE SCHOOL
    131 WJB PRIDE LANE
    LEBANON,TN37087     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    WASHINGTON COUNTY BOARD OF EDUCATION
    405 W COLLEGE STREET
    JONESBOROUGH,TN37659     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    WEAKLEY COUNTY BOARD OF EDUCATION
    8319 HIGHWAY 22 STE A
    DRESDEN,TN38225     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    WELCOME HOME OF CHATTANOOGA
    224 WEST 18TH STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) VOLUNTEER AND EDUCATION PROGRAM 120,000
    WEST END MIDDLE SCHOOL
    3529 WEST END AVENUE
    NASHVILLE,TN37205     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    WESTSIDE ACHIEVEMENT MIDDLE SCHOOL
    3389 DAWN DRIVE
    MEMPHIS,TN38127     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    WHITWELL MIDDLE SCHOOL
    1 BUTTERFLY LANE
    WHITWELL,TN37397     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    VOID PRIOR YEAR GRANT
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402     		NONE 509(A)(1) VOID PRIOR YEAR GRANT -10,000
    Total .................................bullet 3a 8,583,058
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ............     		    14 4,202  
    4 Dividends and interest from securities....     14 1,901,509  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property .............     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory .............     		    14 10,396,333  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 12,302,044 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    1312,302,044
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2014)
    Form 990-PF (2014)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political
    Yes
    No
    organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2014)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors
    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.
    OMB No. 1545-0047
    2014
    Name of the organization
    TENNESSEE HEALTH FOUNDATION INC
     
    Employer identification number

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





    Form 990-PF




    Check if your organization is covered by the General Rule or a Special Rule.  
    Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.
    General Rule
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
    990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
    Form 990-EZ or on its Form 990PF, Part I, line 2, to certify that it does not meet the filing requirements of Schedule B (Form 990,
    990-EZ, or 990-PF).
    For Paperwork Reduction Act Notice, see the Instructions
    for Form 990, 990-EZ, or 990-PF.
    Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 2
    Name of organization
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

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

       
    1 CAMERON HILL CIRCLE
     
    CHATTANOOGA, TN374022520

    		$233,272


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

       
    1 CAMERON HILL CIRCLE
     
    CHATTANOOGA, TN374022520

    		$19,766,728


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


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

       
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)
    Page 3
    Name of organization
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

    20-0298456
    Part II
    Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
    (a) No.
    from
    Part I    		 (b)
    Description of noncash property given    		 (c)
    FMV (or estimate)
    (see instructions)     		(d)
    Date received
    2
    		 PUBLICLY TRADED SECURITIES $ 19,766,728 2014-12-15
    (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
    TENNESSEE HEALTH FOUNDATION INC
          		Employer identification number

    20-0298456
    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 (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    (a) No.
    from
    Part I    		 (b) Purpose of gift (c) Use of gift (d) Description of how gift is held
     
    (e) Transfer of gift
    Transferee's name, address, and ZIP 4 Relationship of transferor to transferee
     
     
         
     
    Schedule B (Form 990, 990-EZ, or 990-PF) (2014)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2014 AccountingFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICE EXP 10,100 1,515   8,585

    TY 2014 InvestmentsCorpStockSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ABS OFFSHORE SPC GLOBAL PORT 0 0
    ALTRIA GROUP INC 300,547 300,547
    AMERICAN EXPRESS CO COM 623,368 623,368
    AMERIPRISE FINL INC 304,175 304,175
    AT & T INC COM 416,516 416,516
    AURORA OFFSHORE FD LTD II CL A 24,432,828 24,432,828
    BABSON FLOATING RATE INCOME 8,391,820 8,391,820
    BANK OF AMERICA CORP 853,353 853,353
    BP PLC 343,080 343,080
    CARDINAL HEALTH INC COM 201,825 201,825
    CITIGROUP INC 405,825 405,825
    CONOCOPHILLIPS 359,112 359,112
    CRH PLC 309,729 309,729
    DOUBLELINE TOTAL RETURN BOND F 33,310,350 33,310,350
    EATON VANCE PARAMETRIC TAX-MGD EMERGING MARKETS FUND 16,100,209 16,100,209
    ENTERGY CORP NEW COM 551,124 551,124
    GAMMA CONVERTIBLE FUND 0 0
    GENERAL DYNAMICS CORP COM 578,004 578,004
    GENERAL ELEC CO COM 204,687 204,687
    HONEYWELL INTL INC COM 619,504 619,504
    ILLINOIS TOOL WKS INC COM 407,210 407,210
    INTEL CORP CALIF COM 304,836 304,836
    IR&M CORE BOND FD II 17,688,389 17,688,389
    ISHARES BARCLAYS 0-5 YEAR TIPS 0 0
    ISHARES MSCI EAFE ETF 0 0
    ISHARES S&P 500 INDEX FUNDS 19,211,603 19,211,603
    ISHARES S&P SMALLCAP 600 0 0
    J P MORGAN CHASE & CO 732,186 732,186
    JOHNSON & JOHNSON COM 711,076 711,076
    JOHNSON CTLS INC COM 410,890 410,890
    LENNAR CORP COM 416,733 416,733
    MAINSTAY CONVERTIBLE FUND 11,746,587 11,746,587
    MATTEL INC COM 263,033 263,033
    MEDTRONIC INC COM 707,560 707,560
    MERCK & CO INC NEW 681,480 681,480
    MICROSOFT CORP COM 506,305 506,305
    NORFOLK SOUTHN CORP COM 416,518 416,518
    OCCIDENTAL PETE CORP COM 346,623 346,623
    ORACLE CORPORATION COM 220,353 220,353
    PFIZER INC COM STK USD0.05 610,540 610,540
    PHILIP MORRIS INTL INC COM 594,585 594,585
    PHILLIPS 66 415,860 415,860
    PIMCO BOND FUND 0 0
    PIMCO TOTAL RETURN FD-INST 0 0
    PNC FINANCIAL SERVICES GROUP 638,610 638,610
    RAYTHEON CO NEW 519,216 519,216
    RIO TINTO PLC 142,786 142,786
    SELECTINVEST MULTISTRATEGY LTD 311,473 311,473
    SILCHESTER INT'L EQUITY TRUST 33,162,764 33,162,764
    SOUTHWEST AIRLS CO COM 325,864 325,864
    STANLEY BLACK & DECKER 518,832 518,832
    STATE STREET CORP 620,150 620,150
    TARGET CORP COM 652,826 652,826
    VERIZON COMMUNICATIONS COM 406,986 406,986
    WAL MART STORES INC COM 755,744 755,744
    WELLS FARGO & CO NEW COM 838,746 838,746
    WELLS FARGO ADVANTAGE SMALL CO 11,374,856 11,374,856

    TY 2014 OtherAssetsSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    EQ/MMF INTEREST RECEIVABLE 1,906 1,681 1,681
    INVESTMENT RECEIVABLE 4,600,000 22,357,883 22,357,883


    TY 2014 OtherDecreasesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Amount
       


    TY 2014 OtherExpensesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROGRAM SUPPORT 882,000 0   882,000
    DUES 500 0   0
    OTHER PASSTHROUGH INVESTMENT EXPENSES 0 21,987   0
    MISCELLANEOUS EXPENSE 22,682 0   0
    LATE FEES AND PENALTIES 264 0   0


    TY 2014 OtherLiabilitiesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value
    FRANCHISE & EXCISE TAX PAYABLE -8,556 8,091
    INVESTMENT PURCHASES PAYABLE 0 19,459,538
    ESCHEATS PAYABLE 0 246


    TY 2014 OtherProfessionalFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 393,792 393,792   0


    TY 2014 TaxesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN: 20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX AND LICENSE 262 0   0
    FOREIGN TAXES FROM PASS THROUGH 0 102,351   0
    EXCISE TAX 181,383 0   0