TY 2014 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private
foundations)

Do not enter social security numbers on this form as it may be made public.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2014

Open to Public Inspection

A For the 2014 calendar year, or tax year beginning 01-01-2014 , and ending 12-31-2014

BCheck if applicable: Address change Name change Initial return Final return/terminated Amended return Application pending

CName of organization
ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Doing business as
ROCKY MOUNTAIN HEALTH PLANS

Number and street (or P.O. box if mail is not delivered to street address)
2775 CROSSROADS BOULEVARD

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
GRAND JUNCTION, CO81506

D Employer identification number

84-0614905

E Telephone number

G Gross receipts $ 672,133,341

F Name and address of principal officer:
STEPHEN ERKENBRACK
2775 CROSSROADS BOULEVARD
GRAND JUNCTION,CO81506

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.RMHP.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1971

M State of legal domicile: CO

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: DELIVERY OF HIGH QUALITY HEALTH CARE AND RELATED SERVICES THROUGH COMMUNITY BASED ORGANIZATIONAL STRUCTURE TO A BROAD CROSS-SECTION OF COLORADANS, FOCUSING ON PREVENTATIVE CARE, ACCESS AND QUALITY IMPROVEMENT FOR THE BENEFIT OF MEMBERS AND THE GREATER COMMUNITY.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	13
5	Total number of individuals employed in calendar year 2014 (Part V, line 2a) ......	5	0
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	10,307
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) .........	19,824,723	836,601
9	Program service revenue (Part VIII, line 2g) .........	358,355,439	578,135,503
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,554,013	3,083,341
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	382,598	402,574
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	381,116,773	582,458,019
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	2,410,310	862,780
14	Benefits paid to or for members (Part IX, column (A), line 4).....	332,832,672	538,482,566
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	1,841,300	2,217,970
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	39,970,527	54,759,984
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	377,054,809	596,323,300
19	Revenue less expenses. Subtract line 18 from line 12.......	4,061,964	-13,865,281
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	160,006,794	203,148,763
21	Total liabilities (Part X, line 26).............	50,826,706	109,463,852
22	Net assets or fund balances. Subtract line 21 from line 20.....	109,180,088	93,684,911

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ..........YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2014)

Form 990 (2014)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: MISSIONDELIVERY OF HIGH QUALITY HEALTH CARE AND RELATED SERVICES THROUGH COMMUNITY BASED ORGANIZATIONAL STRUCTURE TO A BROAD CROSS-SECTION OF COLORADANS, FOCUSING ON PREVENTATIVE CARE, ACCESS AND QUALITY IMPROVEMENT FOR THE BENEFIT OF MEMBERS AND THE GREATER COMMUNITY.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If "Yes," describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If "Yes," describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 285,280,593 including grants of $ ) (Revenue $ 312,355,583 )
	EMPLOYER GROUP AND INDIVIDUAL PLANS:PROVIDED MEDICAL BENEFIT SERVICES AND PROGRAMS TO OVER 49,000 PEOPLE ENROLLED THROUGH EMPLOYER GROUP AND INDIVIDUAL PLANS. OVER 90% OF EMPLOYER GROUPS WERE SMALL BUSINESSES.

4b	(Code: ) (Expenses $ 136,108,633 including grants of $ ) (Revenue $ 151,302,133 )
	MEDICARE PLANS:PROVIDED MEDICAL BENEFIT SERVICES AND PROGRAMS TO OVER 24,000 MEDICARE BENEFICIARIES, OVER HALF OF WHOM RESIDE IN RURAL AREAS NOT SERVED BY ANY OTHER MANAGED CARE PLAN. MEMBERS RECEIVED BROAD ACCESS TO MEDICAL CARE AND WELLNESS PROGRAMS.

4c	(Code: ) (Expenses $ 116,880,394 including grants of $ ) (Revenue $ 114,477,787 )
	MEDICAID PLANS:UNDER THE MEDICAID ASO AGREEMENT, RMHMO PROVIDED MEDICAL BENEFIT SERVICES AND PROGRAMS TO AN AVERAGE OF 32,000 MEDICAID RECIPIENTS IN 7 RURAL COUNTIES, ENSURING ACCESS TO QUALITY MEDICAL CARE NOT OTHERWISE AVAILABLE. SAVED TAXPAYER DOLLARS WHILE EXCEEDING NATIONAL BENCHMARKS FOR QUALITY.EXPENSES $ 64,785,213. INCLUDING GRANTS OF $ 0. REVENUE $ 58,515,259.ADDITIONALLY, RMHP LAUNCHED A NEW MEDICAID PAYMENT REFORM PILOT KNOWN AS MEDICAID PRIME, WHICH BECAME EFFECTIVE ON SEPTEMBER 1, 2014. MEDICAID PRIME IS AUTHORIZED STATUTORILY BY THE COLORADO GENERAL ASSEMBLY PURSUANT TO HOUSE BILL 12-1281. NEW PAYMENT AND QUALITY MODELS WILL BE TESTED TO IMPROVE ACCESS AND VALUE FOR COLORADO MEDICAID RECIPIENTS IN A RIGOROUS, EXTERNALLY EVALUATED DEMONSTRATION. AN AVERAGE OF 26,000 ENROLLEES WERE SERVED BY RMHP IN MEDICAID PRIME DURING 2014. THE PROGRAM IS SUBJECT TO MEDICAL LOSS RATIO (MLR) RECONCILITION WITH THE STATE OF COLORADO THAT ARE PENDING. 90% OF ANY BALANCE NET OF RMHMO OPERATING EXPENSES AND WILL BE DISTRIBUTED TO PRIMARY CARE AND COMMUNITY MENTAL HEALTH PROVIDERS TO REINVEST IN BETTER SYSTEMS OF CARE. EXPENSES $29,446,830. INCLUDING GRANTS OF $0. REVENUE $31,644,719CHILDREN'S HEALTH PLAN PLUS:THROUGH THE COLORADO DEPARTMENT OF HEALTH CARE POLICY AND FINANCING,, RMHMO PROVIDED MEDICAL BENEFIT SERVICES AND PROGRAMS TO OVER 7,000 CHILDREN IN LOW-INCOME HOUSEHOLDS IN 22 RURAL COUNTIES IN WESTERN COLORADO THROUGH PARTICIPATION IN CHILDREN'S HEALTH PLAN PLUS PROGRAM. THESE CHILDREN GAINED ACCESS TO HIGH QUALITY MEDICAL CARE THROUGH A MANAGED CARE PROGRAM THAT PROVIDES CASE MANAGEMENT AND CARE COORDINATION.EXPENSES $ 13,068,342. INCLUDING GRANTS OF $ 0. REVENUE $ 14,544,940.REGIONAL CARE COLLABORATIVE:AS PART OF A CONTRACT AWARD RECEIVED FROM THE COLORADO DEPARTMENT OF HEALTH CARE POLICY AND FINANCING, RMHMO PROVIDES SERVICES AS PART OF A REGIONAL CARE COLLABORATIVE ORGANIZATION FOR THE MEDICAID PROGRAM, WHOSE GOALS ARE TO IMPROVE HEALTH OUTCOMES OF MEDICAID RECIPIENTS BY ADDRESSING HEALTH NEEDS AND TO CONTROL COSTS BY REDUCING INAPPROPRIATE USE OF HEALTH CARE RESOURCES, EFFORTS FOCUS ON PROVIDING CARE COORDINATION AND CARE MANAGEMENT SERVICES TO MEDICAID RECIPIENTS; PROVIDING A FOCAL POINT OF CARE; ENSURING POSITIVE PATIENT AND PROVIDER EXPERIENCES; AND APPLYING STATEWIDE DATA TO SUPPORT DATA-DRIVEN QUALITY IMPROVEMENT INTERVENTIONS. THE CONTRACT COVERS 22 COUNTIES IN COLORADO AND SERVES OVER 108,000 MEDICAID CLIENTS. EXPENSES $ 9,580,009. INCLUDING GRANTS OF $ 0. REVENUE $ 9,772,869.

	(Code: ) (Expenses $ 212,946 including grants of $ ) (Revenue $ )
	GETTINGUSCOVEREDIN 2010, RMHMO CONTRACTED WITH THE FEDERAL DEPARTMENT OF HEALTH AND HUMAN SERVICES (HHS) TO IMPLEMENT AND OPERATE A TEMPORARY FEDERAL HIGH RISK POOL, AS PROVIDED FOR AND DEFINED IN THE PATIENT PROTECTION AND AFFORDABLE CARE ACT OF 2010. IN COLORADO THIS FEDERAL HIGH RISK POOL WAS REFERRED TO AS "GETTINGUSCOVERED." THIS STATEWIDE PROGRAM PROVIDED A COMPREHENSIVE HEALTH PLAN FOR PEOPLE WITH PRE-EXISTING MEDICAL CONDITIONS THAT WERE UNINSURED FOR AT LEAST SIX MONTHS. IT WAS FUNDED THOUGH INDIVIDUAL PREMIUMS AND A FEDERAL FINANCIAL SUBSIDY.THE HHS HIGH RISK POOL AND RMHMO'S CONTRACT WITH HHS EXPIRED EFFECTIVE JUNE 30, 2013, SUBJECT TO REQUIREMENTS TO PROVIDE "CLOSE-OUT" SERVICES FOR A PERIOD OF 18 MONTHS, UNTIL THE END OF 2014. AS COLORADO'S FEDERAL HIGH-RISK POOL, THE HEALTH PLAN WAS DEVELOPED THROUGH A PARTNERSHIP BETWEEN ROCKY MOUNTAIN HEALTH PLANS, COVERCOLORADO, THE STATE OF COLORADO AND THE U.S. DEPARTMENT OF HEALTH AND HUMAN SERVICES. GETTINGUSCOVERED MEMBERS ACCESSED A COMPREHENSIVE BENEFITS PACKAGE AND RMHMO'S STRONG STATEWIDE PROVIDER NETWORK. BENEFITS INCLUDED A PRESCRIPTION DRUG PLAN, COVERAGE FOR PREVENTIVE CARE, MENTAL HEALTH, MATERNITY CARE, AND CARE MANAGEMENT PROGRAMS.

	(Code: ) (Expenses $ 19,438 including grants of $ ) (Revenue $ )
	COLORADO BEACON CONSORTIUMIN MAY 2010, THE COLORADO BEACON CONSORTIUM WAS AWARDED $11,878,279 TO IMPLEMENT A HEALTH INFORMATION TECHNOLOGY PILOT PROJECT IN WESTERN COLORADO. THE COLORADO BEACON CONSORTIUM WAS MADE UP OF EXECUTIVE-LEVEL REPRESENTATION FROM FOUR MISSION-DRIVEN, NOT-FOR-PROFIT, WESTERN COLORADO-BASED ORGANIZATIONS, ALL OF WHICH HAVE A NATIONALLY-ACKNOWLEDGED TRACK RECORD OF COORDINATION TO ACHIEVE SUPERIOR OUTCOMES. THEY INCLUDED MESA COUNTY PHYSICIANS INDEPENDENT PRACTICE ASSOCIATION, QUALITY HEALTH NETWORK, ROCKY MOUNTAIN HEALTH PLANS AND ST. MARY'S REGIONAL MEDICAL CENTER. A REPRESENTATIVE FROM EACH ORGANIZATION SITS ON THE COLORADO BEACON CONSORTIUM'S EXECUTIVE COMMITTEE, ALONG WITH A CONSUMER REPRESENTATIVE-AT-LARGE.THE FUNDS FROM THE GRANT WERE USED TO ENABLE ROBUST COLLECTION OF CLINICAL DATA FROM HEALTH SYSTEMS, PROVIDERS, AND HOSPITALS IN ORDER TO IMPROVE THE QUALITY OF HEALTH CARE AND PATIENT EXPERIENCES WITH THE SYSTEM, WHILE REDUCING COSTS. THE COLORADO BEACON CONSORTIUM'S MISSION IS TO OPTIMIZE THE EFFICIENCY, QUALITY, AND PERFORMANCE OF OUR HEALTH CARE SYSTEM, AND INTEGRATE THE DELIVERY OF CARE AND USE OF CLINICAL INFORMATION TO IMPROVE COMMUNITY HEALTH. THE GEOGRAPHIC FOCUS OF THE CONSORTIUM'S ACTIVITIES INCLUDED THE COLORADO COUNTIES OF MESA, DELTA, MONTROSE, GARFIELD, GUNNISON, PITKIN, AND RIO BLANCO.

	(Code: ) (Expenses $ 1,286,571 including grants of $ 862,780 ) (Revenue $ )
	MISCELLANEOUS PROGRAMSCOLLABORATED WITH HEALTH CARE PROVIDERS AND COMMUNITY ORGANIZATIONS TO ADDRESS IDENTIFIED NEEDS, TO SUPPORT IMPROVEMENTS IN MEDICAL MANAGEMENT AND QUALITY OF CARE, TO FUND RESEARCH, HEALTH AND ASSIST THOSE AT-RISK AND VULNERABLE IN OUR COMMUNITIES. THE VALUE OF RMHP WELLNESS EDUCATION, AND LEADERSHIP, VOLUNTEER TIME AND IN-KIND SUPPORT HAS NOT BEEN QUANTIFIED.

	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	TOTAL OTHER PROGRAM SERVICES:CONTRIBUTION & GRANT REVENUE OF $836,597 WAS USED TO SUPPORT THESE OTHER PROGRAM SERVICE COSTS.EXPENSES $ 1,518,954, INCLUDING GRANTS OF $ 862,780. REVENUE $ 0.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 1,518,955 including grants of $ 862,780 ) (Revenue $ )
4e	Total program service expenses539,788,575

Form 990 (2014)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part I Click to see attachment

........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IV Click to see attachment

..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VII Click to see attachment

.......

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIII Click to see attachment

.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IX Click to see attachment

............

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part X Click to see attachment

.........................

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment

.................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I (see instructions) ....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....

20a

If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2014)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I.... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I................... Click to see attachment

25b

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If "Yes," complete Schedule L, Part II................ Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment

28a

Yes

A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV..................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2014)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

4,325

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Did the organization have unrelated business gross income of $1,000 or more during the year?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If "Yes," did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If "Yes," indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year?.........................

Did the sponsoring organization make any taxable distributions under section 4966?...

Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..

14b

Form 990 (2014)

Page 6

Part VI

Governance, Management, and Disclosure For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response or note to any line in this Part VI ..............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Yes

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If "No," go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBullet

PATRICK J DUNCAN CFO

2775 CROSSROADS BLVD
GRAND JUNCTION,CO81506 (970) 244-7760

Form 990 (2014)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response or note to any line in this Part VII ..............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(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) MICHAEL WAYNE BLACKBURN........................................................................ CHAIR OF THE BOARD	5.00 .......................	X	X	5,153	0	0
(2) DIANE MARIE SCHWENKE........................................................................ VICE CHAIR OF THE BOARD	5.00 .......................	X	X	8,013	0	0
(3) CORINNE MARIE JOHNSON........................................................................ SECRETARY	5.00 .......................	X	X	450	0	0
(4) DENNIS LEE STAHL........................................................................ BOARD MEMBER	5.00 .......................	X		3,871	0	0
(5) PAMELA PATRICIA HANES........................................................................ BOARD MEMBER	5.00 .......................	X		5,993	0	0
(6) DAVID WARREN TERRY DO........................................................................ BOARD MEMBER	5.00 .......................	X		450	0	0
(7) WILLIAM JAMES KIRVEN III........................................................................ BOARD MEMBER	5.00 .......................	X		450	0	0
(8) GARY DALLAS KNAUS MD........................................................................ BOARD MEMBER	5.00 .......................	X		450	0	0
(9) WILLIAM ALFORD KELLEY MD........................................................................ BOARD MEMBER	5.00 .......................	X		225	0	0
(10) ARTHUR CURTIS ROBINSON........................................................................ BOARD MEMBER	5.00 .......................	X		3,586	0	0
(11) EUGENE CHRISTIAN LAUNER........................................................................ BOARD MEMBER	5.00 .......................	X		6,440	0	0
(12) JAY YOUNG WANT MD........................................................................ BOARD MEMBER	5.00 .......................	X		9,071	0	0
(13) ROBERT GLEN WILSON........................................................................ BOARD MEMBER	5.00 .......................	X		7,875	1,200	0
(14) JOHN DAVID SEATON........................................................................ BOARD MEMBER	5.00 .......................	X		6,584	0	0
(15) EDWARD LEROY FORSMAN........................................................................ BOARD MEMBER	5.00 .......................	X		0	0	0
(16) STEPHEN K ERKENBRACK........................................................................ PRESIDENT AND CEO	40.00 .......................		X	0	438,432	187,428
(17) LAUREL D WALTERS........................................................................ CHIEF OPERATING OFFICER	40.00 .......................		X	0	271,291	91,481

Form 990 (2014)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) PATRICK J DUNCAN........................................................................ CHIEF FINANCIAL OFFICER	40.00 .......................	X		0	296,463	141,525
(19) MICHAEL E HUOTARI........................................................................ VICE PRESIDENT	40.00 .......................	X		0	233,207	67,342
(20) NEIL J WALDRON........................................................................ VICE PRESIDENT	40.00 .......................	X		0	284,145	73,032
(21) KEVIN R FITZGERALD........................................................................ CHIEF MEDICAL OFFICER	40.00 .......................	X		0	264,240	103,869
(22) JANICE L ROHR........................................................................ FORMER VICE PRESIDENT	5.00 .......................		X	0	177,220	7,160
(23) JOHN HOPKINS........................................................................ FORMER CEO	5.00 .......................		X	0	104,202	7,160
(24) JAMES SWAYZE........................................................................ FORMER VICE PRESIDENT	40.00 .......................		X	0	365,864	130,612

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	58,611	2,436,264	809,609

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
EXPRESS SCRIPTS INC 21653 NETWORK PLACE CHICAGO,IL606731216	RX PAYMENTS	116,126,238
ST MARY'S HOSPITAL & MEDICAL CENTER IN PO BOX 62 GRAND JUNCTION,CO81502	MEDICAL PAYMENTS	52,343,874
ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORA 2775 CROSSROADS BLVD GRAND JUNCTION,CO81502	MANAGEMENT SERVICES	35,489,203
CENTURA HEALTH PO BOX 2110009 DENVER,CO80221	MEDICAL PAYMENTS	15,789,214
AURORA REGIONAL MEDICAL CENTER DEPT 24 DENVER,CO80281	MEDICAL PAYMENTS	14,504,217
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 373

Form 990 (2014)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(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		612,950

f	All other contributions, gifts, grants, and similar amounts not included above1f		223,651

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			836,601
			Business Code
2a	PREMIUMS AND CO-PAYS		524114	312,050,904	312,050,904
b	MEDICARE/MEDICAID PMTS		524114	251,154,211	251,154,211
c	CHILD HEALTH PLAN		524114	14,544,940	14,544,940
d	OTHER PROGRAMS		524114	385,448	385,448
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			578,135,503
3	Investment income (including dividends, interest, and other similar amounts).......			2,157,295		2,288	2,155,007
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents	134,246	78,821
b	Less: rental expenses	134,246	78,821
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	90,387,026	1,275
b	Less: cost or other basis and sales expenses	89,457,320	4,935
c	Gain or (loss)	929,706	-3,660
d	Net gain or (loss)..........			926,046			926,046
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	MISCELLANEOUS INCOME		524114	402,574		8,019	394,555
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			402,574
12	Total revenue. See Instructions......			582,458,019	578,135,503	10,307	3,475,608

Form 990 (2014)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX ...............

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 ....	862,780	862,780
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
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 ....	538,482,566	538,482,566
5	Compensation of current officers, directors, trustees, and key employees ....	2,217,970		2,217,970
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 ....
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......	22,549,471	158,428	22,391,043
b	Legal .........	688,439		688,439
c	Accounting ...........	339,358		339,358
d	Lobbying ...........	126,520		126,520
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	189,934		189,934
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	1,255,920		1,255,920
12	Advertising and promotion ....	2,129,995		2,129,995
13	Office expenses .......
14	Information technology ......	3,291,452		3,291,452
15	Royalties ..
16	Occupancy ...........	825,133		825,133
17	Travel ............
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	101,960		101,960
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	3,278,925		3,278,925
23	Insurance ..............	392,869	134,076	258,793
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	BROKER COMMISSIONS	5,375,361		5,375,361
b	ACA REGULATORY FEE EXPE	4,231,228		4,231,228
c	REPAIRS AND MAINTENANCE	421,419		421,419
d	OTHER BEACON PROGRAM EX	19,437	19,437
e	All other expenses	9,542,563	131,288	9,411,275
25	Total functional expenses. Add lines 1 through 24e	596,323,300	539,788,575	56,534,725	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2014)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			11,304,412	1	28,573,363
2	Savings and temporary cash investments .........			1,882,218	2	1,887,844
3	Pledges and grants receivable, net ...........			39,794	3
4	Accounts receivable, net .............			38,731,694	4	106,527,327
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 ..........			900,871	9	1,087,923
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	42,733,153
b	Less: accumulated depreciation .....	10b	26,048,598	14,005,447	10c	16,684,555
11	Investments—publicly traded securities ..........			83,074,536	11	27,480,622
12	Investments—other securities. See Part IV, line 11 .....				12	6,315,303
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			10,067,822	15	14,591,826
16	Total assets. Add lines 1 through 15 (must equal line 34)......			160,006,794	16	203,148,763
17	Accounts payable and accrued expenses .........			41,130,141	17	104,512,222
18	Grants payable .................				18
19	Deferred revenue ................			8,007,601	19	4,852,450
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 ....				24
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....................			1,688,964	25	99,180
26	Total liabilities. Add lines 17 through 25.........			50,826,706	26	109,463,852
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			109,180,088	27	93,684,911
28	Temporarily restricted net assets ...........				28
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 ...........			109,180,088	33	93,684,911
34	Total liabilities and net assets/fund balances ........			160,006,794	34	203,148,763

Form 990 (2014)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

Total revenue (must equal Part VIII, column (A), line 12) ............

582,458,019

Total expenses (must equal Part IX, column (A), line 25) ............

596,323,300

Revenue less expenses. Subtract line 2 from line 1 ..............

-13,865,281

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

109,180,088

Net unrealized gains (losses) on investments ...............

-1,629,896

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

93,684,911

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line in this Part XII .............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? .................

If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.

Form 990 (2014)

Page 13

Form 990, Special Condition Description:

Special Condition Description

Form 990 (2014)

Page 14

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

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

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 ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION INCORPORATED

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 ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION INCORPORATED

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
ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

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

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

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 .................	2,671,913		2,671,913
b	Buildings ................	8,320,956	2,234,702	6,086,254
c	Leasehold improvements ............	255,397	248,201	7,196
d	Equipment ................	31,484,887	23,565,695	7,919,192
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				16,684,555

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
(1) ACCRUED INTEREST RECEIVABLE				103,597
(2) SURPLUS NOTE TO ROCKY MOUNTAIN HEALTHCARE OPTIONS, INC				14,148,438
(3) INVESTMENT RECEIVABLE - IN PROCESS OF SETTLEMENT				339,791






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				14,591,826

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
CONTINGENCY RESERVE		99,180








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		99,180
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
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
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
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

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
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

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

Return Reference	Explanation

Schedule D (Form 990) 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
ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number
84-0614905

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	(h) Purpose of grant or assistance
(1) ROCKY MOUNTAIN HEALTH PLANS FOUNDATION INC 2775 CROSSROADS BLVD GRAND JUNCTION,CO81506	84-1424932	501(C)(3)	114,646	CONTRIBUTIONS SUPPORT VARIOUS INITIATIVES INCLUDING, BUT NOT LIMITED TO, FUNDS TO SUPPORT INDIVIDUALS IN A HEALTHCARE CRISIS THAT NEED ACCESS TO SERVICES OR CARE, AN INNOVATIVE MEDICAL RESEARCH PROGRAM TO STUDY CONCUSSION TREATMENT AND THE "BABY AND ME - TOBACCO FREE" PROGRAM RUN BY THE FOUNDATION THAT HELPS KEEP WOMEN FROM SMOKING DURING AND AFTER PREGNANCY.THE CONTRIBUTIONS ALSO FUND A BEHAVIORAL HEALTH CLINIC THAT RESIDES WITH THE LARGEST PRIMARY CARE PRACTICE IN MESA COUNTY, COLORADO, WHICH AMONG OTHER THINGS, COORDINATED MENTAL HEALTH AND MEDICAL CARE FOR PATIENTS FROM SEVEN COUNTIES ON THE WESTERN SLOPE OF COLORADO.
(2) MARILLAC CLINIC 2333 N 6TH STREET GRAND JUNCTION,CO81501	84-1085822	501(C)(3)	33,000	CONTRIBUTIONS SUPPORT VARIOUS INTITIATIVES INCLUDING, BUT NOT LIMITED TO, ACCESS FOR PROPER DENTAL CARE FOR PREGNANT WOMEN WHO ARE EITHER UNDERINSURED OR UNINSURED WHICH HELPS TO PREVENT PREMATURE BIRTHS AND LOW BIRTH RATES.
(3) QUALITY HEALTH NETWORK 2764 COMPASS DR GRAND JUNCTION,CO81506	20-1632384	501(C)(3)	300,000	QHN HAS DEVELOPED AN ELECTRONIC HEALTH INFORMATION EXCHANGE THAT PROVIDES A SECURE INFRASTRUCTURE AND ELECTRONIC TOOLS TO AREA PROVIDERS WHICH PROMOTE AND ENABLE SHARING OF CLINICAL INFORMATION AT THE POINT OF CARE. PARTICIPANTS INCLUDE HEALTHCARE ORGANIZATIONS, WITH A FOCUS ON NON-PROFIT HOSPITALS, PUBLIC HEALTH, SAFETY NET CLINICS, HOME HEALTH AGENCIES, EXTENDED CARE FACILITIES, URGENT CARE CENTERS, SURGICAL CENTERS, BEHAVIOR HEALTH PROVIDERS, PHARMACIES, AMBULATORY PHYSICIAN PRACTICES, AND OTHER AGENCIES. QHN'S MISSION IS TO IMPROVE THE HEALTH OF AREA RESIDENTS BY IMPROVING TREATING CLINICIANS' ACCESS TO INFORMATION, IMPROVE EFFICIENCIES AND ELIMINATE REDUNDANCIES, AND IMPROVE THE SATISFACTION OF PATIENTS AND PROVIDERS WITH THE HEALTHCARE DELIVERY SYSTEM. QHN WAS FORMED THROUGH THE COLLABORATION AND CONTRIBUTIONS BY AND BETWEEN RHMHO AND LOCAL AREA PHYSICIANS AND HOSPITALS. THE CONTRIBUTION PROVIDES FOR THE ON-GOING FINANCIAL SUPPORT OF THE ORGANIZATION AND ITS MISSION.
(4) HILLTOP COMMUNITY RESOURCES 1331 HERMOSA AVE GRAND JUNCTION,CO81506	74-2321009	501(C)(3)	98,000	CONTRIBUTION HELPS SUPPORT THE WESTERN SLOPE OUTREACH AND ENROLLMENT PROGRAM (B4 BABIES AND BEYOND) THAT PROMOTES HEALTHY WOMEN AND CHILDREN BY PROVIDING EARLY ACCESS TO PRENATAL HEALTH CARE.
(5) COLORADO MESA UNIVERSITY FOUNDATION 1450 NORTH 12TH STREET GRAND JUNCTION,CO81501	84-6037667	501(C)(3)	50,000	PROVIDED GRANT FUNDING TO EXPAND THE COLLEGE'S NURSING PROGRAM IN AN EFFORT TO INCREASE ENROLLMENT RESULTING IN A HIGHER AVAILABILITY OF LICENSED NURSES.
(6) HOPEWEST PO BOX 60307 GRAND JUNCTION,CO81506	84-1207388	501(C)(3)	240,000	HOSPICE IS BASED UPON A PHILOSOPHY OF COMPASSION, COMFORT, PERSONAL CHOICE, AND MOST IMPORTANTLY, HOPE. HOSPICE & PALLIATIVE CARE OF WESTERN COLORADO OFFERS MANY PROGRAMS AND SERVICES TO HELP PATIENTS, FAMILIES, AND THE COMMUNITIES THEY SERVE UNDERSTAND AND COPE WITH THE MULTIPLE ISSUES THAT ARISE WHEN FACING ILLNESS, GRIEF, AND THE END OF LIFE. THE PURPOSE OF THE CONTRIBUTION WAS TO ASSIST WITH OPERATIONAL EXPENSES FOR THE MISSION OF THE HOSPICE AND TO PROVIDE A CAPITAL CONTRIBUTION FOR A NEW HOSPICE FACILITY IN MONTROSE, COLORADO.
(7) STRIVE 950 GRAND AVE GRAND JUNCTION,CO81506	84-6044855	501(C)(3)	12,034	CONTRIBUTIONS SUPPORT VARIOUS ACTIVITIES INCLUDING ASSISTING INDIVIDUALS, YOUNG AND OLD, WHO LIVE WITH DEVELOPMENTAL DISABILITIES TO HAVE ACCESS AND SUPPORT TO COMMUNITY SERVICES AND OTHER GENERAL PROGRAM SERVICES THAT PROMOTE THE NON-PROFIT MISSION.
(8) DELTA COUNTY ECONOMIC DEVELOPMENT INC 428 MAIN ST DELTA,CO81416	84-1332310	501(C)(3)	15,000	CONTRIBUTION HELPS SUPPORT THEIR MISSION TO DEVELOP A STRONG ECONOMY IN DELTA COUNTY BY PROVIDING FUNDS FOR THE 2014 HEALTH CAREERS INSTITUTE. DCED AND THE CU SCHOOL OF MEDICINE IN PARTNERSHIP WITH DELTA COUNTY MEMORIAL HOSPITAL, DELTA COUNTY SCHOOL DISTRICT, DELTA-MONTROSE TECHNICAL COLLEGE AND THE ANSCHUTZ MEDICAL CAMPUS HOSTED THE EVENT IN HOPES OF GIVING DELTA COUNTY STUDENTS EXPOSURE TO THE OPPORTUNITIES OF A CAREER IN RURAL HEALTHCARE.

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	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

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

Return Reference	Explanation
PART I, LINE 2:	THE ORGANIZATION'S BOARD OF DIRECTORS OR EXECUTIVE COMMITTEE REVIEWS IN DETAIL THE UNDERLYING MERIT OF AN ORGANIZATION'S REQUEST PRIOR TO GRANTING FUNDS. THE BOARD, ITS COMMITTEES AND/OR MANAGEMENT ALSO MONITOR AND INQUIRE ON THE UNDERLYING PROGRAM AS A WHOLE.

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

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

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? .........

Yes

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 ............

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)
1STEPHEN K ERKENBRACKPRESIDENT AND CEO	(i) (ii)	0 ............................... 380,531	0 ............................... 57,901	0 ............................... 0	0 ............................... 165,625	0 ............................... 21,803	0 ............................... 625,860	0 ............................... 0
2LAUREL D WALTERSCHIEF OPERATING OFFICER	(i) (ii)	0 ............................... 235,140	0 ............................... 36,151	0 ............................... 0	0 ............................... 81,213	0 ............................... 10,268	0 ............................... 362,772	0 ............................... 0
3PATRICK J DUNCANCHIEF FINANCIAL OFFICER	(i) (ii)	0 ............................... 257,313	0 ............................... 39,150	0 ............................... 0	0 ............................... 125,467	0 ............................... 16,058	0 ............................... 437,988	0 ............................... 0
4MICHAEL E HUOTARIVICE PRESIDENT	(i) (ii)	0 ............................... 202,153	0 ............................... 31,054	0 ............................... 0	0 ............................... 45,538	0 ............................... 21,804	0 ............................... 300,549	0 ............................... 0
5NEIL J WALDRONVICE PRESIDENT	(i) (ii)	0 ............................... 246,344	0 ............................... 37,801	0 ............................... 0	0 ............................... 54,575	0 ............................... 18,457	0 ............................... 357,177	0 ............................... 0
6KEVIN R FITZGERALDCHIEF MEDICAL OFFICER	(i) (ii)	0 ............................... 228,237	0 ............................... 36,003	0 ............................... 0	0 ............................... 76,075	0 ............................... 27,794	0 ............................... 368,109	0 ............................... 0
7JANICE L ROHRFORMER VICE PRESIDENT	(i) (ii)	0 ............................... 0	0 ............................... 0	0 ............................... 177,220	0 ............................... 0	0 ............................... 7,160	0 ............................... 184,380	0 ............................... 176,020
8JOHN HOPKINSFORMER CEO	(i) (ii)	0 ............................... 0	0 ............................... 0	0 ............................... 104,202	0 ............................... 0	0 ............................... 7,160	0 ............................... 111,362	0 ............................... 103,002
9JAMES SWAYZEFORMER VICE PRESIDENT	(i) (ii)	0 ............................... 281,202	0 ............................... 84,662	0 ............................... 0	0 ............................... 122,883	0 ............................... 7,729	0 ............................... 496,476	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
SCHEDULE J, PART I, LINE 4B	JAMES SWAYZE PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH CNIC, A RELATED ORGANIZATION. NO AMOUNTS HAVE BEEN PAID TO OR RECEIVED BY JAMES SWAYZE FROM THIS PLAN. STEPHEN K ERKENBRACK, LAUREL D WALTERS, PATRICK J DUNCAN, MICHAEL E. HUOTARI, NEIL J WALDRON, AND KEVIN R. FITZGERALD PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC), A RELATED ORGANIZATION. NO AMOUNTS HAVE BEEN PAID TO OR RECEIVED BY THOSE LISTED FROM THIS PLAN. JANICE L. ROHR AND JOHN HOPKINS PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC), A RELATED ORGANIZATION. JANICE ROHR RECEIVED $176,020 AND JOHN HOPKINS RECEIVED $103,002 FROM THIS PLAN.
SCHEDULE J, PART II	EXCEPT FOR JAMES SWAYZE, ALL THE COMPENSATION INCLUDED ON SCHEDULE J IS PAID BY ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC). HMC IS A RELATED ORGANIZATION WITH WHOM ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION, INCORPORATED (RMHMO) HAS A CONTRACT FOR MANAGEMENT SERVICES. HMC ALSO HAS A MANAGEMENT CONTRACT WITH ROCKY MOUNTAIN HEALTHCARE OPTIONS (HCO) WHICH IS A RELATED ORGANIZATION TO RMHMO AND IS LISTED IN PART IV OF SCHEDULE R. THE COMPENSATION ON SCHEDULE J AND LISTED IN PART VII OF THE FORM 990 FOR THE INDIVIDUALS LISTED ON SCHEDULE J (EXCEPT JAMES SWAYZE) IS 100% OF THE COMPENSATION PAID BY HMC TO THESE INDIVIDUALS. HOWEVER, APPROXIMATELY 88% OF THE SERVICES PROVIDED BY THESE INDIVIDUALS IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH RMHMO AND 12% IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH HCO. JAMES SWAYZE'S COMPENSATION (INCLUDING AMOUNTS REPORTED UNDER DEFERRED COMPENSATION) IS INCURRED BY CNIC HEALTH SOLUTIONS, INC. (CNIC). CNIC IS A WHOLLY-OWNED SUBSIDIARY OF ROCKY MOUNTAIN HEALTHCARE OPTIONS, INC. (RMHCO) AND THEREFORE A RELATED ORGANIZATION. MR. SWAYZE IS THE CEO AND PRESIDENT OF CNIC AND DEDICATES SUBSTANTIALLY ALL HIS EFFORTS TO THE DAY-TO-DAY OPERATIONS OF CNIC.

Return Reference

Explanation

SCHEDULE J, PART I, LINE 4B

JAMES SWAYZE PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH CNIC, A RELATED ORGANIZATION. NO AMOUNTS HAVE BEEN PAID TO OR RECEIVED BY JAMES SWAYZE FROM THIS PLAN. STEPHEN K ERKENBRACK, LAUREL D WALTERS, PATRICK J DUNCAN, MICHAEL E. HUOTARI, NEIL J WALDRON, AND KEVIN R. FITZGERALD PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC), A RELATED ORGANIZATION. NO AMOUNTS HAVE BEEN PAID TO OR RECEIVED BY THOSE LISTED FROM THIS PLAN. JANICE L. ROHR AND JOHN HOPKINS PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN WITH ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC), A RELATED ORGANIZATION. JANICE ROHR RECEIVED $176,020 AND JOHN HOPKINS RECEIVED $103,002 FROM THIS PLAN.

SCHEDULE J, PART II

EXCEPT FOR JAMES SWAYZE, ALL THE COMPENSATION INCLUDED ON SCHEDULE J IS PAID BY ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC). HMC IS A RELATED ORGANIZATION WITH WHOM ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION, INCORPORATED (RMHMO) HAS A CONTRACT FOR MANAGEMENT SERVICES. HMC ALSO HAS A MANAGEMENT CONTRACT WITH ROCKY MOUNTAIN HEALTHCARE OPTIONS (HCO) WHICH IS A RELATED ORGANIZATION TO RMHMO AND IS LISTED IN PART IV OF SCHEDULE R. THE COMPENSATION ON SCHEDULE J AND LISTED IN PART VII OF THE FORM 990 FOR THE INDIVIDUALS LISTED ON SCHEDULE J (EXCEPT JAMES SWAYZE) IS 100% OF THE COMPENSATION PAID BY HMC TO THESE INDIVIDUALS. HOWEVER, APPROXIMATELY 88% OF THE SERVICES PROVIDED BY THESE INDIVIDUALS IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH RMHMO AND 12% IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH HCO. JAMES SWAYZE'S COMPENSATION (INCLUDING AMOUNTS REPORTED UNDER DEFERRED COMPENSATION) IS INCURRED BY CNIC HEALTH SOLUTIONS, INC. (CNIC). CNIC IS A WHOLLY-OWNED SUBSIDIARY OF ROCKY MOUNTAIN HEALTHCARE OPTIONS, INC. (RMHCO) AND THEREFORE A RELATED ORGANIZATION. MR. SWAYZE IS THE CEO AND PRESIDENT OF CNIC AND DEDICATES SUBSTANTIALLY ALL HIS EFFORTS TO THE DAY-TO-DAY OPERATIONS OF CNIC.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ.
MediumBullet

Information about Schedule L (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

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

Part I

Excess Benefit Transactions (section 501(c)(3), section 501(c)(4), and 501(c)(29) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefiting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2014

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) MESA COUNTY PHYSICIANS IPA INC	BOARD MEMBER, DAVID TERRY, IS A DIRECTOR OF MESA COUNTY PHYSICIANS IPA, INC	2,992,930	CONTRACTUAL MEDICAL PAYMENTS		No
(2) DAVID WARREN TERRY DO	BOARD MEMBER	121,220	MEDICAL PROVIDER PAYMENTS		No
(3) HOSKINFARINA & KAMPF PC	B.O.D ASS'T SEC., DAVID SCANGA, IS A HOSKIN, FARINA & KAMPF SHAREHOLDER	513,991	GENERAL LEGAL SERVICES		No
(4) LAUREL D WALTERS	CHIEF OPERATING OFFICER	927,180	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No
(5) PATRICK J DUNCAN	CHIEF FINANCIAL OFFICER	936,360	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No
(6) MICHAEL E HUOTARI	VICE PRESIDENT	321,300	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No
(7) NEIL J WALDRON	VICE PRESIDENT	229,500	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No
(8) JANICE L ROHR	FORMER VICE PRESIDENT	378,216	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No
(9) JOHN HOPKINS	FORMER CHIEF EXECUTIVE OFFICER	835,380	PURCHASE OF ROCKY MOUNTAIN HEALTH MANAGEMENT CORP STOCK		No

Part V

Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).

Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 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

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 3	THE ORGANIZATION CONTRACTS WITH A RELATED ENTITY, ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC), TO PERFORM MANAGEMENT SERVICES FOR THE ORGANIZATION. HMC HAS A SEPARATE GOVERNING BOARD. THE COMPENSATION REPORTED ON PART VII AND SCHEDULE J FOR THOSE INDIVIDUALS WHO ARE NOT DIRECTORS OF THE ORGANIZATION BUT WHO ARE LISTED AS OFFICERS OR OTHER EMPLOYEES OF THE ORGANIZATION WAS PAID BY HMC.
FORM 990, PART VI, SECTION B, LINE 11	THE ENTIRE 990 IS DISTRIBUTED TO EACH DIRECTOR. EACH DIRECTOR IS GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND/OR PROVIDE COMMENTS PRIOR TO FILING. THE FORM 990 AND TAX RETURN IS APPROVED BY THE FINANCE AND AUDIT COMMITTEE OF THE BOARD PRIOR TO FILING.
FORM 990, PART VI, SECTION B, LINE 12C	EACH YEAR BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE COMPREHENSIVE CONFLICT OF INTEREST DISCLOSURE STATEMENTS. THE CONFLICT OF INTEREST DISCLOSURE STATEMENTS ARE MAINTAINED BY THE ORGANIZATION AND ARE REVIEWED ANNUALLY BY THE ORGANIZATION'S LEGAL COUNSEL. BOARD MEMBERS, OFFICERS AND KEY EMPLOYEES ARE COVERED UNDER THE POLICY. BEFORE EACH BOARD MEETING, LEGAL COUNSEL, THE CHAIR OF THE BOARD, AND THE CEO REVIEW THE AGENDA AND DETERMINE IF THERE IS A CONFLICT OF INTEREST POTENTIAL FOR EACH BOARD ACTION ITEM, AND DURING EACH BOARD MEETING LEGAL COUNSEL, THE CHAIR OF THE BOARD AND THE CEO ARE PRESENT AND DO THE SAME. IF THERE IS A POTENTIAL FOR A CONFLICT, THE BOARD IS ADVISED AND THE BOARD ACTS IN ACCORDANCE WITH ITS CONFLICT OF INTEREST POLICY. IF SOMEONE HAS A CONFLICT, THAT PERSON CANNOT PARTICIPATE IN THE DELIBERATIONS OR DECISION ON THE TRANSACTION.
FORM 990, PART VI, SECTION B, LINE 15	THE OFFICERS INCLUDED ARE CEO, CFO, COO, MEDICAL DIRECTOR AND VICE PRESIDENTS. COMPARABILITY DATA IS USED TO DETERMINE COMPENSATION. A THIRD PARTY COMPENSATION EXPERT REPORT CERTIFIES THE REASONABLENESS OF THE COMPENSATION AMOUNTS. THIS PROCESS WAS USED IN 2014.
FORM 990, PART VI, SECTION C, LINE 19	COPIES OF THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE PROVIDED UPON REQUEST TO THE EXTENT REQUIRED BY APPLICABLE LAW.
FORM 990 PART XII LINE 2C	THE BOARD ASSUMES RESPONSIBILITY FOR THE AUDIT, WHICH IS DONE ON THE STATUTORY BASIS OF ACCOUNTING, AND SELECTION OF AN INDEPENDENT AUDITOR.
FORM 990, PART VII, SECTION A, LINE 1A, COMPENSATION INFORMATION:	EXCEPT FOR JAMES SWAYZE, ALL THE COMPENSATION INCLUDED ON SCHEDULE J IS PAID BY ROCKY MOUNTAIN HEALTH MANAGEMENT CORPORATION (HMC) A RELATED ORGANIZATION. HMC ALSO HAS A MANAGEMENT CONTRACT WITH ROCKY MOUNTAIN HEALTHCARE OPTIONS (HCO) WHICH IS A RELATED ORGANIZATION TO RMHMO AND IS LISTED IN PART IV OF SCHEDULE R. THE COMPENSATION ON SCHEDULE J AND LISTED IN PART VII OF THE FORM 990 FOR THE INDIVIDUALS LISTED ON SCHEDULE J (EXCEPT JAMES SWAYZE) IS 100% OF THE COMPENSATION PAID BY HMC TO THESE INDIVIDUALS. HOWEVER, APPROXIMATELY 88% OF THE SERVICES PROVIDED BY THESE INDIVIDUALS IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH RMHMO AND 12% IS ALLOCATED UNDER THE MANAGEMENT CONTRACT WITH HCO.
FORM 990, NARRATIVE STATEMENT:	ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION, INCORPORATED (RMHMO)D/B/A ROCKY MOUNTAIN HEALTH PLANS IS AN INDEPENDENT, NOT-FOR-PROFIT HEALTH BENEFITS PROVIDER THAT HAS SERVED THE HEALTH CARE NEEDS OF COLORADANS FOR OVER 40 YEARS. RMHMO UNIQUELY UNDERSTANDS COLORADO'S HEALTH CARE CONSUMERS. WE PROVIDE ACCESS TO AFFORDABLE, QUALITY HEALTH CARE ENABLING OUR MORE THAN 210,000 MEMBERS TO LIVE LONGER, HEALTHIER LIVES. FOR MANY YEARS EVEN BEFORE ENACTMENT OF THE AFFORDABLE CARE ACT RMHMO HAS INCLUDED PREVENTIVE CARE AS A STANDARD COMPONENT IN ITS BENEFIT PLANS. RMHMO IS KNOWN AS A STRONG AND TRUSTED LEADER IN HEALTH CARE AND IS EVER COMMITTED TO ITS COMMUNITY BENEFIT GOALS. THE ORGANIZATION IS DILIGENT AND DEVOTED TO PROVIDING INNOVATIVE, QUALITY HEALTH PLANS, IMPROVING ACCESS TO HEALTH CARE COVERAGE, AND IMPROVING THE WELL BEING OF INDIVIDUALS, FAMILIES, AND THE COMMUNITIES WE SERVE. VISION WE ARE A COST EFFECTIVE, EFFICIENTLY RUN ORGANIZATION IN THE HEALTH CARE INDUSTRY. WE ADD VALUE TO EVERYONE WE TOUCH. MISSION WE TAKE THE INITIATIVE TO IMPROVE THE LIVES OF OUR MEMBERS AND THE HEALTH OF OUR COMMUNITIES BY OFFERING INNOVATIVE HEALTH PLANS, PROVIDING EXCELLENCE IN SERVICE AND CARE OF OUR MEMBERS, AND STAYING TRUE TO OUR TRADITION OF PUTTING PEOPLE BEFORE PROFITS. VALUES WE MAKE DECISIONS BASED ON THE WELL BEING OF OUR MEMBERS. WE ARE RESPECTFUL, COMPASSIONATE, AND FAIR. WE ARE INNOVATIVE AND ACTION-ORIENTED. WE HONOR THE RIGHTS OF PHYSICIANS AND PATIENTS IN MEDICAL DECISION-MAKING. WE ARE CATALYSTS FOR CONTINUOUS QUALITY IMPROVEMENT. WE BELIEVE THAT THE QUALITY OF OUR RELATIONSHIPS SHAPES OUR FUTURE. SERVING THE UNDERSERVED CHILDREN'S HEALTH PLANS PLUS (CHP+) & CHILDREN'S HEALTH PLAN PRENATAL SERVICES RMHMO OFFERS CHP+ COVERAGE TO INDIGENT CHILDREN AND CHILDREN'S HEALTH PLAN PRENATAL SERVICES TO PREGNANT WOMEN. IN 2014, RMHMO SERVED OVER 7,000 INDIGENT CHILDREN AND PREGNANT WOMEN UNDER THE CHP+ AND CHILDREN'S HEALTH PLAN PRENATAL SERVICES PROGRAM THROUGHOUT 22 COLORADO COUNTIES. THE RMHMO MEDICAID AND CHP+ PROGRAMS CONTINUALLY RECEIVE THE HIGHEST APPROVAL RATING IN ALL PROGRAM CATEGORIES, INCLUDING OVERALL RATING OF HEALTH PLAN. THIS ACHIEVEMENT EXEMPLIFIES A 40-PLUS YEAR COMMITMENT THAT ROCKY MOUNTAIN HEALTH PLANS HAS MADE TO PROVIDE QUALITY HEALTH CARE SERVICES TO THE UNDERSERVED IN COLORADO. MEDICAID UNDER A MEDICAID AGREEMENT BETWEEN RMHMO AND THE COLORADO DEPARTMENT OF HEALTH CARE POLICY AND FINANCING RMHMO PROVIDED COST-SAVING MEDICAL SERVICES TO NEARLY 32,000 MEDICAID RECIPIENTS IN 2014. THE COUNTIES SERVED BY RMHMO UNDER THE MEDICAID AGREEMENT ARE DELTA, MESA, MOFFAT, MONTROSE, OURAY, RIO BLANCO, AND SAN MIGUEL. UNDER THIS PROGRAM RMHMO PROVIDED ACCESS FOR MEDICAID RECIPIENTS TO NEARLY ALL PHYSICIANS (PRIMARY CARE AND SPECIALISTS) WHO PRACTICE IN THESE COUNTIES. RMHMO IS THE ONLY MANAGED CARE ORGANIZATION IN WESTERN COLORADO PROVIDING SERVICES FOR PEOPLE COVERED BY MEDICAID. MEDICAID PRIME: DURING THE 4TH QUARTER OF 2014, RMHMO AND THE DEPARTMENT OF HEALTH CARE POLICY & FINANCING ("HCPF") ENTERED INTO A NEW PROGRAM REFERRED TO AS "MEDICAID PRIME" TO REPLACE RMMHO'S EXISTING MEDICAID PROGRAM. THE MEDICAID PRIME PROGRAM WAS THE RESULT OF A COLLABORATIVE EFFORT BETWEEN RMHMO AND HCPF. MEDICAID PRIME IS A PROGRAM DESIGNED WITH THE OBJECTIVE TO REFORM HOW THE MEDICAID POPULATION IS SERVED AND ENCOMPASSES AND ATTEMPTS TO INTEGRATE PHYSICAL HEALTH, BEHAVIORAL HEALTH AND SUBSTANCE ABUSE SERVICES. THE EFFORT TARGETS THE ENTIRE POPULATION BELOW 250 PERCENT OF THE FEDERAL POVERTY LEVEL,. AS OF THE END OF THE 4TH QUARTER OF 2014 ABOUT 26,000 MEMBERS WERE ENROLLED IN THIS PROGRAM AND THE ENROLLMENT IN 2015 IS EXPECTED TO EXCEED 30,000 MEMBERS MAJOR PROGRAM THEMES UNDER THE PRIME PILOT PROGRAM INCLUDE: - PAYING FOR VALUE, NOT VOLUME - HEALTH EQUITY FOR VULNERABLE POPULATIONS - BEHAVIORAL HEALTH INTEGRATION AND "WHOLE PERSON CARE" - MORE FLEXIBILITY IN PROGRAM RULES, NOT MORE MONEY IN HEALTH CARE - PRIORITIZING RESOURCES WHILE ACCOUNTING FOR EVERYONE - ACCOUNTABLE COMMUNITIES, NOT ISOLATED PROVIDER SYSTEMS - SHARING DATA TO IMPROVE POPULATION HEALTH - SHARING BURDENS AND BENEFITS WITH PARTNERS - IMPROVING HEALTH CARE EFFICIENCY AS HEALTH INSURANCE COVERAGE EXPANDS THE GEOGRAPHIC AREA INCLUDED WITHIN RMHMO'S PLAN INCLUDES MESA, GARFIELD, PITKIN, GUNNISON, RIO BLANCO, MONTROSE AND DELTA COUNTIES. THE PROJECT IS THE OUTCOME OF NEARLY THREE YEARS OF DISCUSSION AMONG RMHMO, PHYSICIAN, HOSPITAL AND COMMUNITY MENTAL HEALTH CENTER LEADERS. ADDITIONAL PARTNERS INCLUDE THE MESA COUNTY DEPARTMENT OF PUBLIC HEALTH, FQHCS, INDEPENDENT PRIMARY CARE PRACTICES, AN ASPEN VALLEY EMPLOYER INITIATIVE, AND THE UNIVERSITY OF COLORADO DEPT. OF FAMILY MEDICINE. RMHMO AND HCPF WILL COLLABORATE TO STREAMLINE PROGRAM ADMINISTRATION, REFORM PAYMENT AT ALL LEVELS AND CREATE A MORE SUSTAINABLE, VALUE-ORIENTED MEDICAID DELIVERY MODEL IN WESTERN COLORADO. THE PURPOSE OF THIS REFORM IS TO ALIGN THE PAYMENT MODEL AT THE POINT OF CARE WITH QUALITY IMPROVEMENT AND COST CONTAINMENT OBJECTIVES FOR THE MEDICAID PROGRAM AS A WHOLE. AS PART OF A CONTRACT AWARD RECEIVED FROM THE COLORADO DEPARTMENT OF HEALTH CARE POLICY AND FINANCING, RMHMO PROVIDES SERVICES AS PART OF A REGIONAL CARE COLLABORATIVE ORGANIZATION FOR THE MEDICAID PROGRAM, WHOSE GOALS ARE TO IMPROVE HEALTH OUTCOMES OF MEDICAID RECIPIENTS BY ADDRESSING HEALTH NEEDS AND TO CONTROL COSTS BY REDUCING INAPPROPRIATE USE OF HEALTH CARE RESOURCES, EFFORTS FOCUS ON PROVIDING CARE COORDINATION AND CARE MANAGEMENT SERVICES TO MEDICAID RECIPIENTS; PROVIDING A FOCAL POINT OF CARE; ENSURING POSITIVE PATIENT AND PROVIDER EXPERIENCES; AND APPLYING STATEWIDE DATA TO SUPPORT DATA-DRIVEN QUALITY IMPROVEMENT INTERVENTIONS. THE CONTRACT COVERS 22 COUNTIES IN COLORADO AND SERVES OVER 108,000 MEDICAID CLIENTS. ADDITIONAL COMMUNITY BENEFITS AND CHARITABLE CONTRIBUTIONS: COPAYMENT COLLECTIONS IN 2014 RMHMO WAS THE ONLY HEALTH PLAN IN COLORADO THAT BILLS AND COLLECTS COPAYMENTS ON BEHALF OF ITS MEMBERS. THIS SERVICE ELIMINATES THE BARRIER FOR PEOPLE SEEKING AND NEEDING CARE THAT DO NOT HAVE THE MONEY TO PAY THEIR COPAYMENT AT THE TIME OF THEIR VISIT. MEMBERS AND FAMILIES ARE RELIEVED OF THIS BURDEN AS ARE PHYSICIANS WHO STRUGGLE TO COLLECT FROM PATIENTS WHO NEED CARE, BUT CAN NOT PAY AT THE TIME OF THE SERVICE. COVERCOLORADO COVERCOLORADO WAS THE COLORADO INSURANCE PROGRAM THAT PROVIDED COVERAGE TO INDIVIDUALS WHO COULD NOT OBTAIN INSURANCE DUE TO THEIR HEALTH CONDITION. RMHMO PROVIDED CONCURRENT HOSPITAL NURSING REVIEWS FREE OF CHARGE IN MESA COUNTY FOR INDIVIDUALS COVERED BY COVERCOLORADO. THIS PROGRAM OFFICIALLY ENDED EFFECTIVE DECEMBER 31, 2013 BUT PROVIDED FOR A TRANSITIONARY PERIOD FOR THOSE MEMBERS DURING THE FIRST QUARTER OF 2014. GRAND VALLEY HEALTH FAIR CONTRIBUTION AS A MAJOR SPONSOR WITH MORE THAN 100 HOURS OF LABOR CONTRIBUTED TO THE PROGRAM THAT HELPS TO PROVIDE MESA COUNTY WITH COMMUNITY HEALTH AND AWARENESS SCREENINGS. STRIVE (F/K/A MESA DEVELOPMENTAL SERVICES) IS A TAX EXEMPT ENTITY THAT PROVIDES SERVICES FOR DEVELOPMENTALLY DISABLED INDIVIDUALS. THE RMHMO CONTRIBUTION ASSISTS INDIVIDUALS, YOUNG AND OLD, WHO LIVE WITH DEVELOPMENTAL DISABILITIES TO HAVE ACCESS AND SUPPORT TO COMMUNITY SERVICES. COLORADO MESA UNIVERSITY (F/K/A MESA STATE COLLEGE) NURSING PROGRAM PROVIDE GRANT FUNDING TO EXPAND THE COLLEGE'S NURSING PROGRAM IN AN EFFORT TO INCREASE ENROLLMENT RESULTING IN A HIGHER AVAILABILITY OF LICENSED NURSES. QUALITY HEALTH NETWORK IS A TAX EXEMPT ENTITY WHICH PROVIDES HEALTH INFORMATION EXCHANGE SERVICES. THE RMHMO CONTRIBUTION HELPS IN THE DEVELOPMENT, IMPLEMENTATION, AND SUPPORT OF ELECTRONIC MEDICAL SERVICE DATA AND NATIONALLY RECOGNIZED FOR HELPING COORDINATE AND SUPPORT CARE FOR OVER 300,000 PATIENTS. ROCKY MOUNTAIN HEALTH PLANS FOUNDATION IS A TAX EXEMPT PUBLIC CHARITY. RMHMO'S CONTRIBUTION OFFERS SUPPORT TO NUMEROUS COMMUNITY PROJECTS AROUND THE STATE, SUCH AS: - HELPING INDIVIDUALS IN A HEALTHCARE CRISIS THAT NEED ACCESS TO SERVICES OR CARE, - CREATING INCENTIVES FOR PREGNANT WOMEN TO STOP SMOKING, - HELPING SCHOOLS OFFER MORE PHYSICAL ACTIVITY FOR STUDENTS TO DECREASE OBESITY AND INCREASE TEST SCORES. - SPEARHEAD, WITH GRANT FUNDS, A BEHAVIORAL HEALTH CLINIC THAT RESIDES WITH THE LARGEST PRIMARY CARE PRACTICE IN MESA COUNTY, COLORADO, WHICH AMONG OTHER THINGS, COORDINATED MENTAL HEALTH AND MEDICAL CARE FOR PATIENTS FROM SEVEN COUNTIES ON THE WESTERN SLOPE OF COLORADO.
WORKSITE WELLNESS PROGRAMS	PROVIDE TOOLS, RESOURCES, AND TRAINING TO ASSIST EMPLOYERS IN IMPROVING THE HEALTH OF THEIR EMPLOYEES. THIS COMPREHENSIVE PROGRAM FOCUSES ON PROMOTING WELLNESS AND PREVENTING ILLNESS. RMHMO IS NAMED A GOLD WELL WORKPLACE BY THE WELLNESS COUNCIL OF AMERICA. RECOGNITION IS EARNED BY SUCCESSFULLY MEETING RIGOROUS HEALTH PROMOTION STANDARDS. BY EARNING THIS PRESTIGIOUS DESIGNATION, WE ARE RECOGNIZED AS ONE OF THE AMERICA'S HEALTHIEST COMPANIES. PHYSICIAN RECRUITMENT EFFORT IN 2009, RMHMO COMMITTED SIGNIFICANT FUNDING TO COORDINATE, RECRUIT, ATTRACT AND MAINTAIN ADDITIONAL PRIMARY CARE PHYSICIANS IN CERTAIN COMMUNITIES. THIS EFFORT WAS INITIATED TO ADDRESS THE PRIMARY CARE PHYSICIAN SHORTAGE AND WILL STRIVE TO ACQUIRE AND MAINTAIN A SUFFICIENT NUMBER OF QUALIFIED PHYSICIANS TO ADEQUATELY SERVE THE HEALTH CARE NEEDS OF OUR MEMBERS IN KEY AREAS. THE COMMITMENT WAS FUNDED THROUGH 2014. GETTINGUSCOVERED (GUSC) AS DESCRIBED IN MORE DETAIL IN SCHEDULE O, RMHMO WAS AWARDED THE COLORADO HIGH RISK POOL IN 2010. GUSC IS A STATEWIDE, COMPREHENSIVE HEALTH PLAN FOR PEOPLE WITH PRE-EXISTING MEDICAL CONDITIONS WHO HAVE BEEN UNINSURED FOR AT LEAST SIX MONTHS. AS COLORADO'S FEDERAL HIGH RISK POOL, THE HEALTH PLAN WAS DEVELOPED THROUGH A PARTNERSHIP BETWEEN RMHMO, COVERCOLORADO, THE STATE OF COLORADO AND THE US DEPARTMENT OF HEALTH AND HUMAN SERVICES. IT IS FUNDED THROUGH INDIVIDUAL PREMIUMS AND A FEDERAL FINANCIAL SUBSIDY. HHS ENDED ENROLLMENT AND COVERAGE UNDER THE HIGH RISK POOL AS OF THE END OF JUNE, 2013, AND THE GUSC PROGRAM AND RMHMO'S INVOLVEMENT WAS CLOSED OUT AT THE END OF 2014. COLORADO BEACON CONSORTIUM AS DESCRIBED IN MORE DETAIL IN SCHEDULE O, THE COLORADO BEACON CONSORTIUM WAS FORMED WITH SEVERAL ORGANIZATIONS IN MESA COUNTY INCLUDING RMHMO AS LEAD AND WAS AWARDED A BEACON COMMUNITY COOPERATIVE AGREEMENT THROUGH FUNDING PROVIDED BY THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009. THE PROGRAM WILL SEEK TO ADVANCE A HEALTH IT INFRASTRUCTURE THAT WILL SUPPORT THE NATIONWIDE ELECTRONIC EXCHANGE AND USE OF HEALTH INFORMATION IN A SECURE, PRIVATE AND ACCURATE MANNER. THE PROGRAM PERIOD WAS APRIL 1, 2010 THROUGH MAY 31, 2013

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

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SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBullet

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public Inspection

Name of the organization

ROCKY MOUNTAIN HEALTH MAINTENANCE
ORGANIZATION INCORPORATED

Employer identification number

84-0614905

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) ROCKY MOUNTAIN HEALTH PLANS FOUNDATION INC 2775 CROSSROADS BLVD GRAND JUNCTION,CO81506 84-1424932	TO FACILITATE PHILANTHROPIC SUPPORT FOR INNOVATIVE HEALTHCARE APPROACHES.	CO	501(C)(3)	7	ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION INCORPORATED		No
(2) QUALITY HEALTH NETWORK 2764 COMPASS DRIVE GRAND JUNCTION,CO81506 20-1632384	DEVELOPMENT, IMPLEMENT, & SUPPORT OF THE HEALTH INFORMATION EXCHANGE.	CO	501(C)(3)	11, TYPE 1	N/A		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2014

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) ROCKY MOUNTAIN HEALTHCARE OPTIONS INC 2775 CROSSROADS BLVD GRAND JUNCTION,CO81506 84-1224718	OFFERS ALTERNATIVE HEALTH CARE PRODUCTS IN THE AREA SERVICED BY RMHMO.	CO	ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION INCORPORATED	C	123,063,541	50,133,988	100.000 %	Yes
(2) CNIC HEALTH SOLUTIONS INC 6251 GREENWOOD PLAZA BLVD STE 300 GREENWOOD VILLAGE,CO80111 71-0873411	PROVIDES ADMIN SVCS FOR MEDICAL, DENTAL, AND CONSUMER DRIVEN HEALTH PLANS.	CO	ROCKY MOUNTAIN HEALTHCARE OPTIONS INC	C	13,461,242	5,323,711	100.000 %	Yes
(3) LEIF ASSOCIATES INC 1515 ARAPAHOE ST STE 530 TOWER 1 DENVER,CO80202 84-1324324	PROVIDES ACTUARIAL AND DATA CONSULTING.	CO	ROCKY MOUNTAIN HEALTHCARE OPTIONS INC	C	2,583,697	1,088,900	100.000 %	Yes
(4) ROCKY MOUNTAIN HEALTH MANAGEMENT CORP 2775 CROSSROADS BLVD GRAND JUNCTION,CO81506 84-1009248	PROVIDES MANAGEMENT SERVICES.	CO	ROCKY MOUNTAIN HEALTH MAINTENANCE ORGANIZATION INCORPORATED	C	41,199,009	8,732,391	100.000 %	Yes

Schedule R (Form 990) 2014

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

Yes

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved
(1) ROCKY MOUNTAIN HEALTHCARE OPTIONS INC	N	105,079
(2) CNIC HEALTH SOLUTIONS INC	J	81,109
(3) CNIC HEALTH SOLUTIONS INC	Q	377,000
(4) QUALITY HEALTH NETWORK	B	300,000
(5) ROCKY MOUNTAIN HEALTH PLANS FOUNDATION INC	B	114,646
(6) ROCKY MOUNTAIN HEALTHCARE OPTIONS INC	Q	2,962,300
(7) LEIF ASSOCIATES INC	M	746,400
(8) ROCKY MOUNTAIN HEALTHCARE OPTIONS INC	D	4,500,000
(9) ROCKY MOUNTAIN HEALTH MANAGEMENT CORP	M	35,489,200

Schedule R (Form 990) 2014

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership Complete if the organization answered "Yes" on Form 990, Part IV, line 37.

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2014

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2014

Additional Data

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