Scott & White Health Plan: Form 990 2014

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) Robert W Pryor MD........................................................................ Director, Chairman	1.00 .......................41.00	X	X			0	1,730,597	48,620
(2) Andrejs E Avots-Avotins MD........................................................................ Director, Vice-Chairman	1.00 .......................41.00	X	X			0	454,352	48,039
(3) Robert A Probe MD........................................................................ Director, Vice-Chairman	1.00 .......................41.00	X	X			0	824,329	55,293
(4) Garlyn Shelton........................................................................ Director	1.00 .......................	X				0	0	0
(5) Robert Keifer Marshall Jr........................................................................ Director	1.00 .......................1.00	X				0	0	0
(6) Janann Williams........................................................................ Director	1.00 .......................	X				0	0	0
(7) Gail Lenore Peek........................................................................ Director	1.00 .......................	X				0	0	0
(8) Louis Stanley Casey Jr........................................................................ Director	1.00 .......................3.00	X				0	0	0
(9) Clyde Gamrell Sansing Jr........................................................................ Director	1.00 .......................	X				0	0	0
(10) John Anthony Hale........................................................................ Director	1.00 .......................1.00	X				0	0	0
(11) Paul Busch........................................................................ Director	1.00 .......................	X				0	0	0
(12) Donald R Grobowsky........................................................................ Director, Secretary/Treasurer	1.00 .......................2.00	X	X			0	0	0
(13) Allan Einboden Jr........................................................................ President, Chief Executive Officer	40.00 .......................		X			1,003,357	0	11,551
(14) Marinan Renz Williams........................................................................ Interim President, Chief Executive Officer	40.00 .......................		X			357,492	0	20,711
(15) Scott Dickison........................................................................ Chief Financial Officer	40.00 .......................		X			372,779	0	26,171
(16) Marylou Buyse MD........................................................................ Chief Medical Officer	40.00 .......................			X		409,423	0	6,517
(17) Lee Green........................................................................ Vice-President	40.00 .......................				X	314,984	0	5,353

(A) Name and business address	(B) Description of services	(C) Compensation
Scott & White Memorial Hospital 2401 S 31st Street Temple,TX76508	Medical Services	28,081,211
Scott & White Clinic 2401 S 31st Street Temple,TX76508	Medical Services	11,132,534
Hillcrest Baptist Medical Center 100 Hillcrest Medical Blvd Waco,TX767127910	Medical Services	7,296,546
Providence Health Services of Waco Inc 6901 Medical Pkwy Waco,TX767127910	Medical Services	7,226,126
Metroplex Adventist Hospital Inc PO Box 951557 Dallas,TX753951557	Medical Services	6,037,486
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 157

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 ....
2	Grants and other assistance to domestic individuals. See Part IV, line 22 ....
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............
4	Benefits paid to or for members ....
5	Compensation of current officers, directors, trustees, and key employees ....	2,625,324		2,625,324
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 ....	29,163,831	20,305,234	8,858,597
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....
9	Other employee benefits .......	6,212,945	4,070,240	2,142,705
10	Payroll taxes ...........	153,614	153,614
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	441,436		441,436
c	Accounting ...........	302,561		302,561
d	Lobbying ...........	141,369	141,369
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	745,126		745,126
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ....	36,834,647	20,396,850	16,437,797
12	Advertising and promotion ....	3,466,057	2,744,255	721,802
13	Office expenses .......	2,837,516	1,636,519	1,200,997
14	Information technology ......	5,150,487	4,723,908	426,579
15	Royalties ..
16	Occupancy ...........	2,041,067	1,751,725	289,342
17	Travel ............	339,425	136,585	202,840
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	277		277
20	Interest ...........	90,328	90,328
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	509,341	509,341
23	Insurance ..............	362,593	362,593
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	Medical Expenses	543,325,557	543,325,557
b	Fees	7,037,724	7,037,724
c	Net Reinsurance	4,769,246	4,769,246
d	Medical Supplies	1,300,689	1,300,689
e	All other expenses	11,801,814	10,637,538	1,164,276
25	Total functional expenses. Add lines 1 through 24e	659,652,974	624,093,315	35,559,659	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	144,238	1	-300,435
2	Savings and temporary cash investments .........	20,808,401	2	23,669,508
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	53,959,624	4	54,311,759
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 ..............	2,954,905	8	3,128,501
9	Prepaid expenses and deferred charges ..........	941,499	9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	19,237,821
b	Less: accumulated depreciation .....	10b	2,113,545	17,633,617	10c	17,124,276
11	Investments—publicly traded securities ..........	49,312,755	11	50,183,470
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	3,945,284	13	3,622,781
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	206,068	15	19,503,305
16	Total assets. Add lines 1 through 15 (must equal line 34)......	149,906,391	16	171,243,165
	17	Accounts payable and accrued expenses .........	22,858,737	17	20,912,242
18	Grants payable .................		18
19	Deferred revenue ................		19
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..	15,037,211	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....................	48,944,644	25	65,526,523
26	Total liabilities. Add lines 17 through 25.........	86,840,592	26	86,438,765
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............		27
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 ........	0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....	0	31	0
32	Retained earnings, endowment, accumulated income, or other funds	63,065,799	32	84,804,400
33	Total net assets or fund balances ...........	63,065,799	33	84,804,400
34	Total liabilities and net assets/fund balances ........	149,906,391	34	171,243,165

- 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

Scott & White Health Plan

Employer identification number

74-2052197

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 .................	1,681,496		1,681,496
b	Buildings ................	17,520,232	2,077,452	15,442,780
c	Leasehold improvements ............
d	Equipment ................	36,093	36,093	0
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				17,124,276

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) Income Tax Recoverable				353,229
(2) Advanced Claim Payments				18,337,267
(3) Interest/Dividends Receivable				438,365
(4) Other Asset				374,444





Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				19,503,305

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
Due to Related Organizations		340,038
Unearned Premiums		3,510,398
Claims Payable		61,676,087






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		65,526,523
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	663,782,919
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	-10,059,368
e	Add lines 2a through 2d .....................			2e	-10,059,368
3	Subtract line 2e from line 1.....................			3	673,842,287
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	10,261,051
c	Add lines 4a and 4b.......................			4c	10,261,051
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	684,103,338

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	639,575,992
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	-9,508,272
e	Add lines 2a through 2d......................			2e	-9,508,272
3	Subtract line 2e from line 1.....................			3	649,084,264
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	10,568,709
c	Add lines 4a and 4b.......................			4c	10,568,709
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......			5	659,652,973

Part XIII

Supplemental Information

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

Return Reference	Explanation
Part XI, Line 2d - Other Adjustments:	Medical Supplies -745,235. Reinsurance -8,238,126. Depreciation -509,341. Interest Expense -90,328. Investment Management Fees -260,917. Fees -688,751. Other -36,011. Rent for Statutory Accounting 509,341.
Part XI, Line 4b - Other Adjustments:	TPA Fees 10,081,316. Bad Debt 121,793. Other 57,942.
Part XII, Line 2d - Other Adjustments:	TPA Fees -10,081,316. Bad Debt -121,793. Other -57,942. Rent for Statutory Accounting 509,341. Transfers to/from SWMH-Liability Reserve 243,438.
Part XII, Line 4b - Other Adjustments:	Medical Supplies 745,235. Reinsurance 8,238,126. Depreciation 509,341. Interest Expense 90,328. Investment Management Fees 260,917. Fees 688,751. Other 36,011.

Schedule D (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

Scott & White Health Plan

Employer identification number

74-2052197

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

Yes

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2014

Page 2

Part II

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

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

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation in column(B) reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1Robert W Pryor MDDirector, Chairman	(i) (ii)	0 ............................... 1,024,945	0 ............................... 694,128	0 ............................... 11,524	0 ............................... 27,923	0 ............................... 20,697	0 ............................... 1,779,217	0 ............................... 0
2Andrejs E Avots-Avotins MDDirector, Vice-Chairman	(i) (ii)	0 ............................... 398,492	0 ............................... 43,643	0 ............................... 12,217	0 ............................... 32,935	0 ............................... 15,104	0 ............................... 502,391	0 ............................... 0
3Robert A Probe MDDirector, Vice-Chairman	(i) (ii)	0 ............................... 766,964	0 ............................... 45,485	0 ............................... 11,880	0 ............................... 33,800	0 ............................... 21,493	0 ............................... 879,622	0 ............................... 0
4Allan Einboden JrPresident, Chief Executive Officer	(i) (ii)	143,136 ............................... 0	37 ............................... 0	860,184 ............................... 0	7,250 ............................... 0	4,301 ............................... 0	1,014,908 ............................... 0	0 ............................... 0
5Marinan Renz WilliamsInterim President, Chief Executive O	(i) (ii)	293,119 ............................... 0	61,957 ............................... 0	2,416 ............................... 0	13,000 ............................... 0	7,711 ............................... 0	378,203 ............................... 0	0 ............................... 0
6Scott DickisonChief Financial Officer	(i) (ii)	278,299 ............................... 0	94,057 ............................... 0	423 ............................... 0	13,000 ............................... 0	13,171 ............................... 0	398,950 ............................... 0	0 ............................... 0
7Marylou Buyse MDChief Medical Officer	(i) (ii)	64,169 ............................... 0	0 ............................... 0	345,254 ............................... 0	3,511 ............................... 0	3,006 ............................... 0	415,940 ............................... 0	0 ............................... 0
8Lee GreenVice-President	(i) (ii)	51,847 ............................... 0	7 ............................... 0	263,130 ............................... 0	2,681 ............................... 0	2,672 ............................... 0	320,337 ............................... 0	0 ............................... 0
9Blake O BrodersenVice-President	(i) (ii)	36,537 ............................... 0	0 ............................... 0	189,558 ............................... 0	1,846 ............................... 0	1,378 ............................... 0	229,319 ............................... 0	0 ............................... 0
10John ChaddickVice-President	(i) (ii)	184,708 ............................... 0	50,506 ............................... 0	1,354 ............................... 0	12,043 ............................... 0	11,618 ............................... 0	260,229 ............................... 0	0 ............................... 0
11Maria Lima-LeiteVice-President	(i) (ii)	204,944 ............................... 0	48,907 ............................... 0	475 ............................... 0	13,000 ............................... 0	11,984 ............................... 0	279,310 ............................... 0	0 ............................... 0
12Michael Hawkins MDMedical Director	(i) (ii)	215,090 ............................... 0	49,680 ............................... 0	2,591 ............................... 0	13,000 ............................... 0	10,667 ............................... 0	291,028 ............................... 0	0 ............................... 0

Schedule J (Form 990) 2014

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
Part I, Line 1a	Tax indemnification and gross up payments-The organization provides tax indemnification where an authorized member of management determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. Eight of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
Part I, Line 3	See Schedule O for the explanation of Form 990 Part VI Line 15.
Part I, Line 4a	Allen Einboden $858,730 Blake Brodersen $189,466 Lee Green $262,758 Marylou Buyse $340,406
Part I, Line 7	Discretionary bonuses are an element of various Baylor Scott & White Health CTX (the "System") compensation plans. The Scott & White Healthcare Board of Trustees, which was the governing body of Baylor Scott & White Health CTX System and the Board Compensation Committee have approved plans designed to measure performance based on differing job functions for calendar year 2014. The Board of Trustees approves the bonus pools reserved for the various plans. The Board of Trustees determines and approves the bonus, if any, for the System's Chief Executive Officers and other executive level personnel.

Schedule J (Form 990) 2014

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

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

OMB No. 1545-0047

2014

Open to Public
Inspection

Name of the organization

Scott & White Health Plan

Employer identification number

74-2052197

Return Reference	Explanation
Form 990, Part V, Line 2a	Employees of certain Baylor Scott & White Health ("BSWH") affiliates located in central Texas are employed by Scott & White Memorial Hospital ("SWMH")(EIN: 74-1166904) or Scott & White Clinic ("SWC")(EIN: 74-2958277). This is done to achieve parity and consistency in compensation and benefits offered to employees and to reduce administration costs. Consistent with this practice, employee Forms W-2 are filed by SWMH or SWC. For financial reporting purposes, compensation, benefits and other employee costs are assigned to the BSWH entity for which services are rendered. Oversight of and responsibility for the activities of employees are vested in the board of directors and management of the BSWH entity to which such employees are assigned. All required employment forms have been filed by SWMH and SWC.
Form 990, Part VI, Section A, line 2	Donald Grobowsky and Louis Casey, Jr. are both directors at First State Bank.
Form 990, Part VI, Section A, line 4	Baylor Scott & White Holdings became the sole member of SWHP in 2014.
Form 990, Part VI, Section A, line 6	SWHP is a Texas nonprofit organization in which Baylor Scott & White Holdings, a tax exempt, Texas nonprofit corporation, is the sole member.
Form 990, Part VI, Section A, line 7a	As disclosed in Part VI, Line 6, Baylor Scott & White Holdings ("Parent"), a Texas nonprofit corporation, is the sole member of the organization. Prior to October 1, 2013, Scott & White Healthcare had control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization. Effective October 1, 2013, SWHC transferred control and its reserved powers over the organization to Baylor Scott & White Health, LLC and subsequently to the Parent on March 1, 2014. The Parent's Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to the Parent and its affiliated tax exempt entities including, the filing organization, to ensure it is meeting its charitable purpose.
Form 990, Part VI, Section A, line 7b	Prior to October 1, 2013, all rights and powers were reserved to the sole member, Scott & White Healthcare (SWHC), except only those rights and powers expressly set forth in the bylaws, required by state or federal law. For example, the member's reserved rights and powers include, without limitation, approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization. Effective October 1, 2013, SWHC transferred control and its reserved powers over the organization to Baylor Scott & White Health, LLC and subsequently to Baylor Scott & White Holdings on March 1, 2014.
Form 990, Part VI, Section B, line 11	The Form 990 is prepared and reviewed by Baylor Scott & White Health's ("BSWH") tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body for review and comment prior to filing with the IRS.
Form 990, Part VI, Section B, line 12c	SWHP is a Texas nonprofit organization in which Baylor Scott & White Holdings, a tax exempt, Texas nonprofit corporation, is the sole member. Persons with an actual or perceived ability to influence SWHP have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements, and other key personnel who interact with outside organizations or businesses on behalf of the organization. SWHP's parent, Baylor Scott & White Holdings ("Parent"), and its Board of Trustees, Audit and Compliance Committee and the Corporate Compliance Committee review or receive reports on all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual or business.
Form 990, Part VI, Section B, line 15	Process for determining compensation: The organization, a controlled affiliate of BSW Holdings, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help the entire Baylor Scott & White organization maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the SWHP's officers' and key employees' total compensation is based on significant performance achievements. This strategy, known as the Performance Award Program, places a greater emphasis on the importance of the organization achieving targeted improvements in the areas of people, quality, patient satisfaction and financial stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the Parent's Board of Trustees and its Compensation and Governance Committee (C&G Committee) to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4958 including taking steps to meet the rebuttable presumption of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The Parent's Board of Trustees and C&G Committee, on behalf of the organization, work directly with an independent compensation expert(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and key employees. The C&G Committee is made up of members of the Parent's Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the C&G Committee approves and recommends to the Parent's Board of Trustees salary increases, earned incentives, and benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the C&G Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision making process, the C&G Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the C&G Committee minutes which are timely reviewed and approved by the C&G Committee.
Form 990, Part VI, Section C, line 19	Process for making governing documents, conflict of interest policy, and financial statements available to the public: SWHP's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization's financial statements are available through the NAIC (National Association of Insurance Commissioners) and the Texas Department of Insurance upon request. The SWHP's other governing documents and conflicts of interest policy are not made available to the public.
Form 990, Part XI, line 9:	Subsidiary Earnings -3,459,463. Transfers to/from SWMH-Liability Reserve -243,438. Changes in unassigned surplus -336,901.
Form 5471	Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and the constructive ownership rules of IRC Sections 958(a) and (b), the taxpayer is required to file Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, with respect to certain controlled foreign corporations (CFCs) including Scott & White Assurance Ltd and Health Care Insurance Company of Texas, Ltd. These filing requirements are or will be satisfied through the filing of Forms 5471 for these CFCs by other U.S. taxpayers identified below who have the same filing requirement. Taxpayer Name: Scott & White Memorial Hospital Taxpayer Address: 2401 S. 31st Street Temple, TX 76508 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 74-1166904 IRS Service Center where U.S. tax return was or will be filed: Ogden Taxpayer Name: Baylor Health Care System Taxpayer Address: 2001 Bryan Street Suite 2200 Dallas, TX 75201 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1812652 IRS Service Center where U.S. tax return was or will be filed: Ogden

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2014

Additional Data

Software ID:
Software Version:

- TIN:

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

Scott & White Health Plan

Employer identification number

74-2052197

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) All Saints Health Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1947007	Fundraising	TX	501(c)(3)	Line 7	Baylor All Saints Medical Center	Yes
(2) Baylor All Saints Medical Center 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1008430	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(3) Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1812652	Management Services	TX	501(c)(3)	Line 11b, II	Baylor Scott & White Holdings	Yes
(4) Baylor Health Care System Employee Benefit Trust 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1848557	VEBA	TX	501(c)(9)	Line 9	Baylor Health Care System	Yes
(5) Baylor Health Care System Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1606705	Fundraising	TX	501(c)(3)	Line 7	Baylor Health Care System	Yes
(6) Baylor Health Services 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1917311	Inactive	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(7) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037226	Rehabilitation Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(8) Baylor Medical Center at Carrollton 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4510252	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(9) Baylor Medical Center at Irving 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2586857	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(10) Baylor Medical Center at Waxahachie 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1844139	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(11) Baylor Medical Centers at Garland and McKinney 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037591	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(12) Baylor Regional Medical Center at Grapevine 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1777119	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(13) Baylor Regional Medical Center at Plano 2001 Bryan Street Suite 2200 Dallas,TX75201 82-0551704	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(14) Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1921898	Research	TX	501(c)(3)	Line 4	Baylor Health Care System	Yes
(15) Baylor Scott & White Health 2001 Bryan Street Suite 2200 Dallas,TX75201 46-3131350	Management Services	TX	501(c)(3)	Line 11b, II	Baylor Scott & White Holdings	Yes
(16) Baylor Scott & White Holdings 2001 Bryan Street Suite 2200 Dallas,TX75201 46-3130985	Parent	TX	501(c)(3)	Line 11b, II	N/A		No
(17) Baylor Specialty Health Centers 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1765385	Long Term Acute Care Hospitals	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(18) Baylor University Medical Center 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1837454	Acute Care Hospital	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(19) HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2536818	Physician Services	TX	501(c)(3)	Line 3	Baylor Health Care System	Yes
(20) Hillcrest Baptist Medical Center 100 Hillcrest Medical Blvd Waco,TX76712 74-1161944	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Memorial Hospital	Yes
(21) Hillcrest Family Health Center 100 Hillcrest Medical Blvd Waco,TX76712 74-2730350	Physician Services	TX	501(c)(3)	Line 11a, I	Hillcrest Baptist Medical Center	Yes
(22) Hillcrest Physician Services 100 Hillcrest Medical Blvd Waco,TX76712 74-2967081	Physician Services	TX	501(c)(3)	Line 11a, I	Hillcrest Baptist Medical Center	Yes
(23) Irving Healthcare Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1570933	Fundraising	TX	501(c)(3)	Line 3	Baylor Medical Center at Irving	Yes
(24) Scott & White Clinic 2401 S 31st Street Temple,TX76508 74-2958277	Physician Services	TX	501(c)(3)	Line 9	Scott & White Healthcare	Yes
(25) Scott & White Continuing Care Hospital 2401 S 31st Street Temple,TX76508 20-2850920	Long Term Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(26) Scott & White EMS Inc 2401 S 31st Street Temple,TX76508 75-3242749	Emergency Transport	TX	501(c)(3)	Line 9	Scott & White Memorial Hospital	Yes
(27) Scott & White Foundation-Brenham 2401 S 31st Street Temple,TX76508 74-2460815	Fundraising	TX	501(c)(3)	Line 7	Scott & White Hospital-Brenham	Yes
(28) Scott & White Healthcare 2401 S 31st Street Temple,TX76508 26-4532547	Management Services	TX	501(c)(3)	Line 11a, I	Baylor Scott & White Holdings	Yes
(29) Scott & White Healthcare Foundation 2401 S 31st Street Temple,TX76508 27-3513154	Fundraising	TX	501(c)(3)	Line 7	Scott & White Healthcare	Yes
(30) Scott & White Hospital-Brenham 2401 S 31st Street Temple,TX76508 74-2519752	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(31) Scott & White Hospital-Llano 2401 S 31st Street Temple,TX76508 27-3026151	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(32) Scott & White Hospital-Marble Falls 2401 S 31st Street Temple,TX76508 46-4007700	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(33) Scott & White Hospital-Round Rock 2401 S 31st Street Temple,TX76508 20-3749695	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(34) Scott & White Hospital-Taylor 2401 S 31st Street Temple,TX76508 74-1595711	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(35) Scott & White Hospital-College Station 2401 S 31st Street Temple,TX76508 27-4434451	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(36) Scott & White Medical Plan Trust 2401 S 31st Street Temple,TX76508 74-2866102	VEBA	TX	501(c)(9)	Line 9	Scott & White Healthcare	Yes
(37) Scott & White Memorial Hospital 2401 S 31st Street Temple,TX76508 74-1166904	Acute Care Hospital	TX	501(c)(3)	Line 3	Scott & White Healthcare	Yes
(38) Scott & White Memorial Hospital Employee Welfare Benfit Trust 2401 S 31st Street Temple,TX76508 74-2939712	VEBA	TX	501(c)(9)	Line 9	Scott & White Healthcare	Yes
(39) Southern Sector Health Initiative 2001 Bryan Street Suite 2200 Dallas,TX75201 26-3087442	Diabetes Health & Wellness Center	TX	501(c)(3)	Line 11a, I	Baylor University Medical Center	Yes

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
(1) Arlington Ortho & Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-1578178	Short Stay Hospital	TX	N/A
(2) Arlington Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2748040	Ambulatory Surgery Center	TX	N/A
(3) Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 26-0614730	Benefit Plans	TX	N/A
(4) Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2834135	Specialty Hospital	TX	N/A
(5) Baylor Scott & White Health LLC 4005 Crutcher Suite 310 Dallas,TX75246 46-3748258	Parent	TX	N/A
(6) Baylor Surgicare at Ennis LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4202856	Ambulatory Surgery Center	TX	N/A
(7) Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-3896477	Ambulatory Surgery Center	TX	N/A
(8) Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-1835675	Ambulatory Surgery Center	TX	N/A
(9) Baylor Surgicare at Plano Parkway LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4282604	Ambulatory Surgery Center	TX	N/A
(10) Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-0308454	Ambulatory Surgery Center	TX	N/A
(11) Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2297308	Ambulatory Surgery Center	TX	N/A
(12) BIR JV LLP 4714 Gettysburg Rd Mechanicsburg,PA17055 27-4586141	Rehabilitation Hospitals	TX	N/A
(13) BTDI JV LLP 5214 Maryland Way Suite 200 Brentwood,TN37207 46-2908086	Imaging Centers	TX	N/A
(14) Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 72-2183815	Ambulatory Surgery Center	TX	N/A
(15) Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2708579	Ambulatory Surgery Center	TX	N/A
(16) Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2592508	Ambulatory Surgery Center	TX	N/A
(17) EBD JV LLP 10077 Grogans Mill Rd Suite 100 The Woodlands,TX77380 45-5434614	Free Standing Emergency Hospitals	TX	N/A
(18) ESWCT LLC 10077 Grogans Mill Rd Ste 100 The Woodlands,TX77380 90-0899017	Free Standing Emergency Hospitals	TX	N/A
(19) Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2865177	Short Stay Hospital	TX	N/A
(20) Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2658178	Short Stay Hospital	TX	N/A
(21) Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2764855	Ambulatory Surgery Center	TX	N/A
(22) GlobalRehab LP 4714 Gettysburg Rd Mechanicsburg,PA17055 28-8077072	Rehabilitation Hospitals	TX	N/A
(23) GlobalRehab-Fort Worth LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-5558682	Rehabilitation Hospitals	TX	N/A
(24) Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2854711	Ambulatory Surgery Center	TX	N/A
(25) HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas,TX75201 73-1697736	Physician Services	TX	N/A
(26) Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 54-2086863	Short Stay Hospital	TX	N/A
(27) Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2862263	Ambulatory Surgery Center	TX	N/A
(28) Lone Star Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3635726	Ambulatory Surgery Center	TX	N/A
(29) MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 20-5965871	Construction	TX	N/A
(30) Metrocrest Surgery Center LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 03-0380493	Ambulatory Surgery Center	TX	N/A
(31) Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2567179	Ambulatory Surgery Center	TX	N/A
(32) MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2829613	Short Stay Hospital	TX	N/A
(33) North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1508140	Short Stay Hospital	TX	N/A
(34) North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2399993	Ambulatory Surgery Center	TX	N/A
(35) Park Cities Surgery Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2357079	Ambulatory Surgery Center	TX	N/A
(36) Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-8303422	Ambulatory Surgery Center	TX	N/A
(37) Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-5506447	Ambulatory Surgery Center	TX	N/A
(38) RockwallHeath Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0334166	Ambulatory Surgery Center	TX	N/A
(39) SeniorCare Associates LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-1937212	Rehabilitation Hospitals	TX	N/A
(40) Specialty Surgery Center of Fort Worth LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1942281	Ambulatory Surgery Center	TX	N/A
(41) Surgery Center of Richardson Phys Pship LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0606781	Ambulatory Surgery Center	TX	N/A
(42) Texas Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 47-0985876	Ambulatory Surgery Center	TX	N/A
(43) Texas Health Venture Group LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2696845	Holds interests in ASCs/ Short Stay Hospitals	TX	N/A
(44) Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 41-2101361	Specialty Hospital	TX	N/A
(45) THVG Bariatric LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 38-3894636	Holds interests in Ambulatory Surgery Centers	TX	N/A
(46) Trophy Club Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 48-1260190	Short Stay Hospital	TX	N/A
(47) Tuscan Surgery Center at Las Colinas LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3578014	Ambulatory Surgery Center	TX	N/A
(48) University Surgical Partners of Dallas LLP 15305 Dallas Pkwy Suite 1600 Addison,TX75001 55-0823809	Ambulatory Surgery Center	TX	N/A
(49) Valley View Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2900902	Ambulatory Surgery Center	TX	N/A

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	(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) Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 26-1661900	Condo Association	TX	N/A	C				No
(2) Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1997378	Fitness Center/Pharmacy/ Hotel	TX	N/A	C				No
(3) Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2463251	Billing/Collection	TX	N/A	C				No
(4) Baylor Med Ctr at Grapevine Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2747555	Condo Association	TX	N/A	C				No
(5) Baylor Quality Health Care Alliance LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4015863	ACO	TX	N/A	C				No
(6) BMP Incorporated 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1436779	Post Office	TX	N/A	C				No
(7) BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2897806	Condo Association	TX	N/A	C				No
(8) Charitable Remainder Trust (11)	Investment	TX	N/A					No
(9) Health Care Insurance Company of Texas Ltd PO Box GT 720 W Bay Rd Grand Cayman CJ 98-0403182	Investment	CJ	N/A	C				No
(10) Hillcrest Health Holdings Inc 3000 Herring St Waco,TX76708 74-2793367	Management Services	TX	N/A	C				No
(11) Insurance Company of Scott & White 2401 S 31st Street Temple,TX76508 74-3092083	Insurance	TX	N/A	C				No
(12) Baylor Scott & White Assurance 23 Lime Tree Bay Grand Cayman CJ 98-0589956	Investment	CJ	N/A	C				No
(13) Scott & White Properties Holdings Inc 2401 S 31st Street Temple,TX76508 45-2920596	Investment	TX	N/A	C				No
(14) Scott & White Properties Inc 2401 S 31st Street Temple,TX76508 74-2497061	Hotel Services	TX	N/A	C				No

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

Yes

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) . . . . . . . . . . . . . . . . . . . . .

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

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

Yes

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

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

Yes

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	(d) Method of determining amount involved
(1) Scott & White Memorial Hospital	M	267,789,423	FMV
(2) Scott & White Memorial Hospital	L	12,132,820	Cost
(3) Scott & White Memorial Hospital	K	168,523	Cost
(4) Scott & White Memorial Hospital	P	253,454	Cost
(5) Scott & White Memorial Hospital	R	16,259,316	Cost
(6) Scott & White Healthcare	K	3,163,247	Cost
(7) Scott & White Healthcare	M	3,869,511	FMV
(8) Scott & White Healthcare	P	1,591,194	Cost
(9) Texas Heart Hospital of the Southwest LLP	M	111,656	FMV
(10) Baylor Specialty Health Centers	M	66,082	FMV
(11) Baylor University Medical Center	M	2,491,274	FMV
(12) HealthTexas Provider Network	M	52,133	FMV
(13) MSH Partners LLC	M	85,902	FMV
(14) Baylor Heart and Vascular Center LLP	M	80,679	FMV
(15) ESWCT Cedar Park LLC	M	161,064	FMV
(16) Insurance Company of Scott & White	L	3,060,972	FMV
(17) Scott & White Clinic	M	22,644,274	FMV
(18) Scott & White Hospital - Round Rock	M	7,205,606	FMV
(19) Scott & White Hospital - College Station	M	6,905,924	FMV
(20) Hillcrest Baptist Medical Center	M	7,296,546	FMV
(21) Scott & White Hospital - Taylor	M	1,104,996	FMV
(22) Scott & White Hospital - Llano	M	1,429,481	FMV
(23) Hillcrest Family Health Center	M	658,108	FMV
(24) Hillcrest Physician Services	M	636,024	FMV
(25) Scott & White EMS	M	625,258	FMV
(26) Scott & White Hospital - Brenham	M	546,060	FMV

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

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Scott and White Health Plan ("SWHP") started operations in January 1982 as a nonprofit Health Maintenance Organization. Since then, our mission has been:"To serve all people by providing personalized health and wellness through exemplary care, education and research as a Christian ministry of healing." SWHP was first called Centroplex Health Plan, and its service area was focused primarily in Bell and Coryell counties. Since then, we've grown to over 238,000 enrollees and our service area to 77 counties in the Central Texas region. New health maintenance organization plans have been introduced to meet the needs of enrollees, employers and the community. These include a statewide Administrative Services Only health plan, a Medicare Part D plan, and a Medicaid health plan.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	8
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	8
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	8,038,441
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-381,591

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	595,782,461	675,030,556
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,672,997	1,688,570
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	3,814,281	7,384,212
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	601,269,739	684,103,338
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	5,000	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	39,086,201	38,155,714
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)....	559,069,500	621,497,260
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	598,160,701	659,652,974
19	Revenue less expenses. Subtract line 18 from line 12.......	3,109,038	24,450,364
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	149,906,391	171,243,165
21	Total liabilities (Part X, line 26).............	86,840,592	86,438,765
22	Net assets or fund balances. Subtract line 21 from line 20.....	63,065,799	84,804,400

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 624,093,315 including grants of $ ) (Revenue $ 684,103,338 )
	See Schedule OIn January 1982, Scott and White Health Plan (SWHP) launched operations as a not for profit health maintenance organization focused primarily in Bell and Coryell counties. Today, SWHP has evolved into a vast health care network including group coverage, individual coverage, and a number of Health Maintenance Organization health plans. The combined service area has expanded to encompass 77 counties and over 238,000 enrollees in the Central Texas Region. A major factor in SWHP's growth trajectory has been the pursuit of enrollees' satisfaction and quality. SWHP is fully accredited by the National Committee for Quality Assurance (NCQA). SWHP leads all health plans in Louisiana, New Mexico, Oklahoma and Texas in national rankings for Medicare HMO products and private health plans. (According to the National Committee for Quality Assurance (NCQA) Rankings, 2013-2014.) Furthermore, according to the Office of Public Insurance Counsel "Guide to Texas HMO Quality: 2013", SWHP has the highest HMO rating in Texas, exceeding national and Texas averages, for Colorectal Cancer Screening Rate, Breast Cancer Screening Rate and Board Certification Rate.SWHP has demonstrated a commitment to the health and well-being of not only its enrollees but the community as a whole through a number of innovative programs. These programs provide a combination of preventive health and management of chronic disease, and as a result of them, we are closing gaps in care. SWHP created a unique suite of programs encompassing a wide range of clinically integrated programs for enrollees. These programs are designed to engage enrollees in a healthy lifestyle and determining their own care. They support and coordinate care to the right place, at the right time, with the right provider, especially for those enrollees with complex or chronic care issues. The wellness programs are designed to create wellness and awareness, and to benefit the entire community. A sampling of the programs that we offer to improve the health of our enrollees and the community at large are:The Wellness Assessment The Succeed Wellness Assessment is a free SWHP online tool available to enrollees and the community at large. Through a series of questions concerning family health history, personal health history, substance abuse, stress/coping, physical activity and nutrition, the assessment identifies basic information about the health of our enrollees and all members of the community. They then receive a report that includes advice that may help the enrollees and community members to make healthier choices.Dinner Tonight Healthy Cooking SchoolOffered to SWHP enrollees and the community at large in targeted counties; Dinner Tonight Healthy Cooking School was developed as a mechanism to fight obesity by teaching attendees how to prepare low-cost, nutritious meals that can be prepared in 30 minutes or less. As a bonus outcome of this program, through our partnership with Texas A&M AgriLife, we are able to promote the incorporation of Texas agriculture into these healthy meal plans.Step-Up, Scale-DownStep Up, Scale Down is a 12-week program featuring nutrition and exercise education that is available to enrollees and the community at large. Each week features a different topic including goal setting, reading nutrition labels, meal planning, and starting or stepping up an exercise program. The classes are taught by nurses and wellness professionals with expertise in exercise and nutrition. Walk Across Texas!An eight-week program to help people of all ages, including both enrollees and the community at large. to support one another to establish the habit of regular physical activity. The program also encourages healthy eating and improved health behaviors. The program design is based on a team concept to provide accountability and motivation.City of Temple Parks & Recreation Racing Events SponsorshipSWHP is working with the City of Temple Parks & Recreation to help sponsor their annual 5K/10K and Half Marathon racing events throughout the community and available to all in the community in addition to the Mayor's Fitness Council Corporate Challenge 5K.Infant Car Seat ProgramsSWHP, though its Medicaid product, offers enrollees infant car seats for completing prenatal visits and combination/booster seats for well child visits. This program promotes preventative care and rewards enrollees and the community at large with car seats that they may not otherwise be able to afford. SWHP helps to coordinate the provision of infant car seats for community at large.Scholarships for Asthma CampSWHP provides Medicaid enrollees and the community at large scholarships to attend Camp Wheeze Away. Camp Wheeze away is the only asthma focused camp for children in Central Texas. Prior to receiving SWHP's contributions, Camp Wheeze Away was facing options to eliminate the program.MOMS ProgramMaternal Options Maintenance Support (MOMS) offers first-time mothers for enrollees including the support and educational help with their newborns. This includes home visits or phone calls from registered nurses. MOMS has proven to be so successful that it was expanded to all new mothers following discharge from a Scott & White hospital.Employee ContributionsIn alignment with SWHP's mission and vision, employees of SWHP participate in events, including on their personal time, to raise funds for external agencies in the community. This past year recipients included Hope Pregnancy Center, American Diabetes Association, and the Children's Advocacy Center.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses624,093,315

(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) Blake O Brodersen........................................................................ Vice-President	40.00 .......................	X	226,095	0	3,224
(19) John Chaddick........................................................................ Vice-President	40.00 .......................	X	236,568	0	23,661
(20) Maria Lima-Leite........................................................................ Vice-President	40.00 .......................	X	254,326	0	24,984
(21) Michael Hawkins MD........................................................................ Medical Director	40.00 .......................	X	267,361	0	23,667

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,442,385	3,009,278	297,791

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

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

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	HMO		524114	653,468,817	653,468,817
b	TPA Fee		524292	10,081,316	6,391,851	3,689,465
c	PBM		524292	6,530,829	5,572,649	958,180
d	Administration and Dispensing		524298	4,891,652	4,891,652
e
f	All other program service revenue .			57,942	57,942
g	Total. Add lines 2a–2f........			675,030,556
3	Investment income (including dividends, interest, and other similar amounts).......			1,175,049			1,175,049
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	8,997,371
b	Less: cost or other basis and sales expenses	8,483,850
c	Gain or (loss)	513,521
d	Net gain or (loss)..........			513,521			513,521
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		62,056,535
b	Less: cost of goods sold ..b		54,672,323
c	Net income or (loss) from sales of inventory..			7,384,212	3,993,416	3,390,796
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			684,103,338	674,376,327	8,038,441	1,688,570


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			144,238	1	-300,435
2	Savings and temporary cash investments .........			20,808,401	2	23,669,508
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			53,959,624	4	54,311,759
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 ..............			2,954,905	8	3,128,501
9	Prepaid expenses and deferred charges ..........			941,499	9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	19,237,821
b	Less: accumulated depreciation .....	10b	2,113,545	17,633,617	10c	17,124,276
11	Investments—publicly traded securities ..........			49,312,755	11	50,183,470
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			3,945,284	13	3,622,781
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			206,068	15	19,503,305
16	Total assets. Add lines 1 through 15 (must equal line 34)......			149,906,391	16	171,243,165
17	Accounts payable and accrued expenses .........			22,858,737	17	20,912,242
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			15,037,211	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....................			48,944,644	25	65,526,523
26	Total liabilities. Add lines 17 through 25.........			86,840,592	26	86,438,765
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............				27
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 ........			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			63,065,799	32	84,804,400
33	Total net assets or fund balances ...........			63,065,799	33	84,804,400
34	Total liabilities and net assets/fund balances ........			149,906,391	34	171,243,165

Scott &amp; White Health Plan — Form 990, tax year 2014

Scott & White Health Plan — Form 990, tax year 2014