Form990
Click to see attachment
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)
MediumBullet Do not enter social security numbers on this form as it may be made public.
MediumBullet 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:
CName of organization
Highmark Health
 
Doing business as
 
 
Number and street (or P.O. box if mail is not delivered to street address)
120 Fifth Avenue
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Pittsburgh, PA15222
D Employer identification number

45-3674900
E Telephone number

G Gross receipts $ 116,656,189
F Name and address of principal officer:
Nanette DeTurk
120 Fifth Ave Suite 922
Pittsburgh,PA15222
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.Highmarkhealth.org
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 2011
M State of legal domicile: PA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: See Form 990, Page 2, Part III, Line 1
2 Check this box MediumBullet
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 9
5 Total number of individuals employed in calendar year 2014 (Part V, line 2a) ...... 5 784
6 Total number of volunteers (estimate if necessary) ............. 6 0
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 0
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 15,709,251 115,643,443
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 0 11,839
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 0 1,000,907
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 15,709,251 116,656,189
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 1,000,000 1,011,200
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) 7,762,330 94,875,955
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 9,679,236 44,338,801
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 18,441,566 140,225,956
19 Revenue less expenses. Subtract line 18 from line 12....... -2,732,315 -23,569,767
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 26,807,984 89,206,516
21 Total liabilities (Part X, line 26)............. 10,790,299 105,533,984
22 Net assets or fund balances. Subtract line 21 from line 20..... 16,017,685 -16,327,468
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
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) ..........
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 ..............
1
Briefly describe the organization’s mission: MISSION HIGHMARK HEALTH IS THE PARENT OF AN INTERDEPENDENT SYSTEM DESIGNED TO DELIVER HIGH QUALITY, ACCESSIBLE, UNDERSTANDABLE AND AFFORDABLE EXPERIENCES, OUTCOMES AND SOLUTIONS FOR OUR CUSTOMERS. VISION HIGHMARK HEALTH'S DEDICATED AND RESPECTED EMPLOYEES WILL BE LEADERS IN THE HEALTH CARE INDUSTRY, WORKING TO IMPROVE THE TOTAL HEALTH CARE EXPERIENCE OF OUR CUSTOMERS. VALUES PEOPLE MATTER - EVERY PERSON CONTRIBUTES TO OUR SUCCESS. WE STRIVE FOR AN INCLUSIVE CULTURE, REGARDING PEOPLE AS PROFESSIONALS AND RESPECTING INDIVIDUAL DIFFERENCES WHILE FOCUSING ON THE COLLECTIVE WHOLE. STEWARDSHIP - WORKING TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE AND WISELY MANAGING THE ASSETS WHICH HAVE BEEN ENTRUSTED TO OUR CARE. TRUST - EARNING TRUST BY DELIVERING ON OUR COMMITMENTS AND LEADING BY EXAMPLE. INTEGRITY - COMMITTING TO THE HIGHEST STANDARDS ENCOMPASSING EVERY ASPECT OF OUR BEHAVIOR INCLUDING HIGH MORAL CHARACTER, RESPECT, HONESTY AND PERSONAL RESPONSIBILITY. CUSTOMER-FOCUSED COLLABORATI
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If "Yes," describe these changes on Schedule O.
4
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 $ 101,573,004 including grants of $ 1,011,200 ) (Revenue $ 116,644,350 )
Highmark Health is the parent of an interdependent system designed to deliver high quality, accessible, understandable and affordable experiences, outcomes and solutions for our customers. For additional information regarding the program services of Highmark Health, refer to Schedule O.
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 expensesMediumBullet101,573,004
Form 990 (2014)
Form 990 (2014)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule AClick to see attachment........................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
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 IClick to see attachment..........
3
 
No
4
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 IIClick to see attachment........
4
Yes
 
5
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 IIIClick to see attachment............................
5
 
No
6
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 IClick to see attachment........................
6
 
No
7
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 IIClick to see attachment...
7
 
No
8
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....................
8
 
No
9
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 IVClick to see attachment..............
9
 
No
10
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 VClick to see attachment......
10
 
No
11
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.
a
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
 
b
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 VIIClick to see attachment.......
11b
 
No
c
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 VIIIClick to see attachment.......
11c
 
No
d
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 IXClick to see attachment............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick to see attachment.........................
11f
Yes
 
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
 
No
b
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
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
 
No
b
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
 
No
15
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
15
 
No
16
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...
16
 
No
17
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) ....
17
 
No
18
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............
18
 
No
19
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...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2014)
Form 990 (2014)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
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
21
Yes
 
22
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
22
 
No
23
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
23
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
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
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
 
 
d
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....
25a
 
No
b
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...................
25b
 
No
26
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................
26
 
No
27
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.........
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV ..........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If "Yes,"
complete Schedule L, Part IV.....................
28b
 
No
c
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...
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................
32
 
No
33
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
33
 
No
34
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
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
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
 
36
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............. Click to see attachment
36
 
No
37
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 VIClick to see attachment
37
 
No
38
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. ............
38
Yes
 
Form 990 (2014)
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
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
0
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
784
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
 
 
4a
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)?..........................
4a
 
No
b
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).
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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?...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
No
b
If "Yes," did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
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?.........................
8
 
 
9a
Did the sponsoring organization make any taxable distributions under section 4966?...
9a
 
 
b
Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
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
 
 
b
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
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
Form 990 (2014)
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
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
11
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.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
9
2
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? .................
2
 
No
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
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? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
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.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
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
 
b
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
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
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
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
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
 
No
b
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
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
PA
18
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.
19
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.
20
State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBulletCALEB KNIER
120 FIFTH AVENUE SUITE 924
Pittsburgh,PA15222 (412) 544-4238
Form 990 (2014)
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.

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

RoundBullet 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.

RoundBullet 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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) J Robert Baum PhD........................................................................
Chairman
 1.0
.......................10.0 		X           0 140,767 0
(2) David Blandino MD........................................................................
Director
 1.0
.......................10.0 		X           0 118,119 0
(3) Victor Roque........................................................................
Director
 1.0
.......................3.0 		X           0 91,967 0
(4) Thomas Donahue........................................................................
Director
 1.0
.......................3.0 		X           0 56,843 0
(5) Steven Hoffman CPA........................................................................
Director
 1.0
.......................3.0 		X           0 78,119 0
(6) Gregory Jordan Esq........................................................................
Director
 1.0
.......................3.0 		X           0 52,043 0
(7) David Malone........................................................................
Director
 1.0
.......................3.0 		X           0 59,543 0
(8) David Matter........................................................................
Director
 1.0
.......................3.0 		X           0 88,143 0
(9) Terrence Cavanaugh........................................................................
Director
 1.0
.......................3.0 		X           0 0 0
(10) Susan Shoval........................................................................
Director
 1.0
.......................3.0 		X           0 0 64,000
(11) William WinkenwerderJrMDMBA........................................................................
Ex Officio Director and Pres
 40.0
.......................0.0 		X   X       7,393,007 0 2,471,221
(12) David Holmberg........................................................................
Director and President
 40.0
.......................0.0 		X   X       1,171,405 1,911,666 189,870
(13) Thomas VanKirk........................................................................
Secretary
 40.0
.......................0.0 		    X       1,663,816 0 160,822
(14) Nanette DeTurk........................................................................
Treasurer
 40.0
.......................0.0 		    X       3,215,011 0 143,608
(15) Dennis Cronin........................................................................
Assistant Treasurer
 40.0
.......................0.0 		    X       379,940 0 75,203
(16) Ray Hunter Carson Jr........................................................................
EVP Chief HR Officer
 40.0
.......................0.0 		      X     1,889,302 0 881,286
(17) Daniel Onorato........................................................................
EVP, PubPlcy, ChGovt & CmtyAfr
 40.0
.......................0.0 		      X     893,802 0 111,831
Form 990 (2014)
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) 		(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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) Jayanth Godla........................................................................
EVP, Chief Strategy Officer
 40.0
.......................0.0 		      X     1,272,831 0 48,257
(19) David Carter........................................................................
SVP Corporate Communications
 40.0
.......................0.0 		      X     665,845 0 53,456
(20) Karen Hanlon........................................................................
Treasurer
 40.0
.......................0.0 		      X     1,003,781 0 238,239
(21) Melissa Anderson........................................................................
EVP Chf Aud&Cmp Ofcr
 40.0
.......................0.0 		      X     674,175 0 141,759
(22) Maureen Cahill........................................................................
SVP Total Rewards
 40.0
.......................0.0 		        X   829,852 0 357,161
(23) Darren Macioce........................................................................
SVP Diversified Plan Dev
 40.0
.......................0.0 		        X   779,151 0 143,191
(24) William Cashion........................................................................
SVP Chief Actuary
 40.0
.......................0.0 		        X   745,466 0 165,729
(25) James Coleman........................................................................
VP HR Operations
 40.0
.......................0.0 		        X   634,410 0 290,839
(26) James Staggers........................................................................
SVP Admin Svcs & Fin Ops
 40.0
.......................0.0 		        X   629,645 0 88,033








1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 23,841,439 2,597,210 5,624,505
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet189
Yes
No
3
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 ..............
3
 
No
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
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
EPIC System Corporation,
PO BOX 88314
MILWAUKEE,WI532880314 		SOFTWARE SERVICES 9,025,598
McKinsey Company Inc United Sta,
PO BOX 7247-7255
PHILADELPHIA,PA19170 		CONSULTING SERVICES 5,090,000
The Rightthing LLC,
PO BOX 674050
DETROIT,MI482674050 		PROFESSIONAL SERVICE 3,480,037
CDW LLC,
Suite 1515 75 Remittance Dr
CHICAGO,IL606751515 		IT SERVICES 1,468,602
Conner Partners Inc,
1230 Peachtree St
ATLANTA,GA30309 		Consulting Services 1,240,782
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet5
Form 990 (2014)
Form 990 (2014)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet 0
Program Service RevenueAmt Business Code
2a AFFILIATE EXPENSE REIMBURSEMENT 900099 115,643,443 115,643,443    
b
c
d
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 115,643,443
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 11,839     11,839
4 Income from investment of tax-exempt bond proceeds..MediumBullet 0      
5 Royalties...........MediumBullet 0      
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss) 0 0
d Net rental income or (loss).......MediumBullet 0      
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory    
b Less: cost or other basis and sales expenses    
c Gain or (loss)    
d Net gain or (loss)..........MediumBullet 0      
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..MediumBullet 0    
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...MediumBullet 0      
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..MediumBullet 0      
Miscellaneous Revenue Business Code
11a EPIC SOFTWARE INC FROM AFFIL 501(C)(3) HEALTHCARE 900099 1,000,907 1,000,907    
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 1,000,907
12 Total revenue. See Instructions......MediumBullet 116,656,189 116,644,350   11,839
Form 990 (2014)
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 .... 1,011,200 1,011,200
2 Grants and other assistance to domestic individuals. See Part IV, line 22 .... 0  
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16 ............ 0  
4 Benefits paid to or for members .... 0  
5 Compensation of current officers, directors, trustees, and key employees .... 24,563,317 16,887,280 7,676,037  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 0      
7 Other salaries and wages .... 55,478,018 38,141,137 17,336,881  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 2,114,484 1,453,708 660,776  
9 Other employee benefits ....... 7,823,775 5,378,845 2,444,930  
10 Payroll taxes ........... 4,896,361 3,366,248 1,530,113  
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 953,292 714,969 238,323  
c Accounting ........... 474,810   474,810  
d Lobbying ........... 272,239 272,239    
e Professional fundraising services. See Part IV, line 17 0  
f Investment management fees ...... 0      
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) .... 11,856,763 8,892,573 2,964,190  
12 Advertising and promotion .... 887,931 887,931    
13 Office expenses ....... 114,586 78,778 35,808  
14 Information technology ...... 16,702,383 15,032,145 1,670,238  
15 Royalties .. 0      
16 Occupancy ........... 709,059 487,478 221,581  
17 Travel ............ 2,076,503 1,427,596 648,907  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ...... 0      
19 Conferences, conventions, and meetings .... 2,365,613 1,626,359 739,254  
20 Interest ........... 1,000,907 688,124 312,783  
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization ..... 551,123 378,897 172,226  
23 Insurance .............. 524,055 360,288 163,767  
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 NON-DEPRECIABLE EQUIPMENT 2,191,309 1,972,178 219,131  
b CORPORATE DUES 422,480 290,455 132,025  
c EMPLOYEE EXPENSES 312,558 214,884 97,674  
d INCENTIVE AWARDS 230,127 158,212 71,915  
e All other expenses 2,693,063 1,851,480 841,583  
25 Total functional expenses. Add lines 1 through 24e 140,225,956 101,573,004 38,652,952 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 MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2014)
Form 990 (2014)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ............. 0 1 0
2 Savings and temporary cash investments ......... 24,044,899 2 16,291,971
3 Pledges and grants receivable, net ........... 0 3 0
4 Accounts receivable, net ............. 0 4 0
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
0 5 0
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
0 6 0
7 Notes and loans receivable, net ............. 0 7 0
8 Inventories for sale or use .............. 0 8 0
9 Prepaid expenses and deferred charges .......... 0 9 1,897,655
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 61,182,570
b Less: accumulated depreciation ..... 10b 552,759 2,763,085 10c 60,629,811
11 Investments—publicly traded securities .......... 0 11 0
12 Investments—other securities. See Part IV, line 11 ..... 0 12 0
13 Investments—program-related. See Part IV, line 11 ..... 0 13 0
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 0 15 10,387,079
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 26,807,984 16 89,206,516
Liabilities 17 Accounts payable and accrued expenses ......... 4,801,145 17 30,348,922
18 Grants payable ................. 0 18 0
19 Deferred revenue ................ 0 19 0
20 Tax-exempt bond liabilities ............. 0 20 0
21 Escrow or custodial account liability. Complete Part IV of Schedule D.. 0 21 0
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.......... 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 0 23 0
24 Unsecured notes and loans payable to unrelated third parties .... 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 5,989,154 25 75,185,062
26 Total liabilities. Add lines 17 through 25......... 10,790,299 26 105,533,984
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets .............. 16,017,685 27 -16,327,468
28 Temporarily restricted net assets ........... 0 28 0
29 Permanently restricted net assets ........... 0 29 0
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet 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 ........... 16,017,685 33 -16,327,468
34 Total liabilities and net assets/fund balances ........ 26,807,984 34 89,206,516
Form 990 (2014)
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 ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
116,656,189
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
140,225,956
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
-23,569,767
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
16,017,685
5
Net unrealized gains (losses) on investments ...............
5
 
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-8,775,386
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
-16,327,468
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII .............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
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:
b
Were the organization’s financial statements audited by an independent accountant?
2b
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:
c
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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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? .................
3a
 
No
b
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.
3b
 
 
Form 990 (2014)
Form 990 (2014)
Page 13
Form 990, Special Condition Description:
Special Condition Description
Form 990 (2014)
Form 990 (2014)
Page 14
Additional Data


Software ID:  
Software Version:  
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ.
right arrow Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public
Inspection
Name of the organization
Highmark Health
 
Employer identification number

45-3674900
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
a
b
c
d
e
f
Enter the number of supported organizations ............................. 6
g
Provide the following information about the supported organization(s).
(i)Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) (iv) Is the organization listed in your governing document? (v) Amount of monetary support (see instructions) (vi) Amount of other support (see instructions)
Yes No
(A) WEST PENN ALLEGHENY HEALTH SYSTEM INC
  		453674924 03 Yes   0 0
(B) CANONSBURG GENERAL HOSPITAL
  		251737079 03 Yes   0 0
(C) ALLE-KISKI MEDICAL CENTER
  		251875178 03 Yes   0 0
(D) JEFFERSON REGIONAL MEDICAL CENTER
  		251260215 03 Yes   0 0
Total : 44  

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..  
6 Public support. Subtract line 5 from line 4.  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..            
11 Total support Add lines 7 through 10.  
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......            
3 Gross receipts from activities that are not an unrelated trade or business under section 513..            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge..            
6 Total. Add lines 1 through 5.            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons...            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support (Subtract line 7c from line 6.)  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2010 (b) 2011 (c) 2012 (d) 2013 (e) 2014 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 4
Part IV
Supporting Organizations
(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)
Section A. All Supporting Organizations
Yes
No
1
Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.
1
Yes
 
2
Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).
2
 
No
3a
Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.
3a
 
No
b
Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.
3b
 
 
c
Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.
3c
 
 
4a
Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.
4a
 
No
b
Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations....
4b
 
 
c
Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.
4c
 
 
5a
Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed, (ii) the reasons for each such action, (iii) the authority under the organization's organizing document authorizing such action, and (iv) how the action was accomplished (such as by amendment to the organizing document).
5a
 
No
b
Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?
5b
 
 
c
Substitutions only. Was the substitution the result of an event beyond the organization's control?
5c
 
 
6
Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (a) its supported organizations; (b) individuals that are part of the charitable class benefited by one or more of its supported organizations; or (c) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.
6
Yes
 
7
Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in IRC 4958(c)(3)(C)), a family member of a substantial contributor, or a 35-percent controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990) .
7
 
No
8
Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part II of Schedule L (Form 990).
8
 
No
9a
Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.
9a
 
No
b
Did one or more disqualified persons (as defined in line 9(a)) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.
9b
 
No
c
Did a disqualified person (as defined in line 9(a)) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.
9c
 
No
10a
Was the organization subject to the excess business holdings rules of IRC 4943 because of IRC 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer b below.
10a
 
No
b
Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).
10b
 
 
11
Has the organization accepted a gift or contribution from any of the following persons?
a
A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?
11a
 
No
b
A family member of a person described in (a) above?
11b
 
No
c
A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.
11c
 
No
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 5
Part IV
Supporting Organizations (continued)

Section B. Type I Supporting Organizations
Yes
No
1
Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.
1
 
No
2
Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.
2
 
No
Section C. Type II Supporting Organizations
Yes
No
1
Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).
1
 
 
Section D. All Type III Supporting Organizations
Yes
No
1
Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (1) a written notice describing the type and amount of support provided during the prior tax year, (2) a copy of the Form 990 that was most recently filed as of the date of notification, and (3) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?
1
 
 
2
Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).
2
 
 
3
By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.
3
 
 
Section E. Type III Functionally-Integrated Supporting Organizations
1
Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):
a
b
c
2
Activities Test. Answer (a) and (b) below.
Yes
No
a
Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.
2a
 
 
b
Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.
2b
 
 
3
Parent of Supported Organizations. Answer (a) and (b) below.
a
Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.
3a
 
 
b
Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI the role played by the organization in this regard.
3b
 
 
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 6
Part V – Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

1.   Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.
Section A - Adjusted Net Income (A) Prior Year (B) Current Year
(optional)
1 Net short-term capital gain 1    
2 Recoveries of prior-year distributions 2    
3 Other gross income (see instructions) 3    
4 Add lines 1 through 3 4    
5 Depreciation and depletion 5    
6 Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) 6    
7 Other expenses (see instructions) 7    
8 Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) 8    

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

Section C - Distributable Amount Current Year
1 Adjusted net income for prior year (from Section A, line 8, Column A) 1  
2 Enter 85% of line 1 2  
3 Minimum asset amount for prior year (from Section B, line 8, Column A) 3  
4 Enter greater of line 2 or line 3 4  
5 Income tax imposed in prior year 5  
6 Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) 6  
7   Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)
Schedule A (Form 990 or 990-EZ) 2014
Schedule A (Form 990 or 990-EZ) 2014
Page 7
Section D - Distributions Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes  
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in
excess of income from activity		  
3 Administrative expenses paid to accomplish exempt purposes of supported organizations  
4 Amounts paid to acquire exempt-use assets  
5 Qualified set-aside amounts (prior IRS approval required)  
6 Other distributions (describe in Part VI). See instructions  
7Total annual distributions. Add lines 1 through 6.  
8 Distributions to attentive supported organizations to which the organization is responsive (provide
details in Part VI). See instructions		  
9 Distributable amount for 2014 from Section C, line 6  
10 Line 8 amount divided by Line 9 amount  

Section E - Distribution Allocations (see instructions) (i)
Excess Distributions 		(ii)
Underdistributions
Pre-2014 		(iii)
Distributable
Amount for 2014
1 Distributable amount for 2014 from Section C, line
6 		 
2 Underdistributions, if any, for years prior to 2014
(reasonable cause required--see instructions)		  
3 Excess distributions carryover, if any, to 2014:
a From 2009.......X
b From 2010.......X
c From 2011.......X
d From 2012.......X
e From 2013.......  
fTotal of lines 3a through e  
g Applied to underdistributions of prior years  
h Applied to 2014 distributable amount  
i Carryover from 2009 not applied (see
instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.  
4Distributions for 2014 from Section D, line 7:
$  
a Applied to underdistributions of prior years  
b Applied to 2014 distributable amount  
c Remainder. Subtract lines 4a and 4b from 4.  
5 Remaining underdistributions for years prior to
2014, if any. Subtract lines 3g and 4a from line 2
(if amount greater than zero, see instructions)		  
6 Remaining underdistributions for 2014. Subtract
lines 3h and 4b from line 1 (if amount greater than
zero, see instructions)		  
7 Excess distributions carryover to 2015. Add lines
3j and 4c.		  
8 Breakdown of line 7:
a From 2010.......X
b From 2011.......X
c From 2012.......X
d From 2013.......  
e From 2014.......  
Schedule A (Form 990 or 990-EZ) (2014)
Schedule A (Form 990 or 990-EZ) 2014
Page 8
Part VI
Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Return Reference Explanation
Supported Organizations Highmark Health provided administrative and other services to the listed
Schedule A, Section A, Line 6 Highmark Health (HH) provides services to Highmark, Inc. Highmark, Inc.
Schedule A, Section B, Line 1 The Highmark Health (HH) board broadly represents the community served by
Schedule A (Form 990 or 990-EZ) 2014

Additional Data


Software ID:  
Software Version:  
SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet Complete if the organization is described below.SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd Bullet Information about Schedule C (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2014
Open to Public
Inspection
If the organization answered "Yes" to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" to Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
Highmark Health
 
Employer identification number

45-3674900
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV.
2
Political expenditures ....................................SchCMd Bullet
$  
3
Volunteer hours ........................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 .........SchCMd Bullet
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 ......SchCMd Bullet
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............
4a
Was a correction made? .........................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ...................................SchCMd Bullet

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b..SchCMd Bullet

$  
4
Did the filing organization file Form 1120-POL for this year? ..........................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.










For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.
Cat. No. 50084S
Schedule C (Form 990 or 990-EZ) 2014

Schedule C (Form 990 or 990-EZ) 2014
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check SchCMd Bulletexpenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group
totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......    
b Total lobbying expenditures to influence a legislative body (direct lobbying) .......    
c Total lobbying expenditures (add lines 1a and 1b) ...................    
d Other exempt purpose expenditures ........................    
e Total exempt purpose expenditures (add lines 1c and 1d) ...............    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
Not over $500,00020% of the amount on line 1e.
Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
Over $17,000,000$1,000,000.
g Grassroots nontaxable amount (enter 25% of line 1f) .................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ......................................

4-Year Averaging Period Under section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
Calendar year (or fiscal year
beginning in) 		(a) 2011 (b) 2012 (c) 2013 (d) 2014 (e) Total
2a Lobbying nontaxable amount          
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		 
c Total lobbying expenditures          
d Grassroots nontaxable amount          
e Grassroots ceiling amount
(150% of line 2d, column (e))		  
f Grassroots lobbying expenditures          
Schedule C (Form 990 or 990-EZ) 2014


Schedule C (Form 990 or 990-EZ) 2014
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each "Yes" response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? .........................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....
Yes
 
c
Media advertisements? ....................................
 
No
 
d
Mailings to members, legislators, or the public? .........................
 
No
 
e
Publications, or published or broadcast statements? .......................
 
No
 
f
Grants to other organizations for lobbying purposes? .......................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? ........
Yes
 
272,239
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......
 
No
 
i
Other activities? ..........................
 
No
 
j
Total. Add lines 1c through 1i ...............................
272,239
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 .................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......
 
No
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members .....................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).
a
Current year .........................................
2a
 
b
Carryover from last year ....................................
2b
 
c
Total ............................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) ..............
5
 
Part IV
Supplemental Information
Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.
Return Reference Explanation
Lobbying Activity Highmark Health management as needed will make contact with elected and appointed officials at the federal, state and local levels. This contact is necessary to promote legislative actions with respect to healthcare related issues that could impact the organization and have adverse consequences for the communities we serve.
Schedule C (Form 990 or 990EZ) 2014

Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet 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
Highmark Health
 
Employer identification number

45-3674900
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 ........    
5
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? ............
6
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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
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.
Held at the End of the 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  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
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)? .......................................
9
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.
1a
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.
b
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 $  
2
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:
a
Revenue included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
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

Schedule D (Form 990) 2014
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
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):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability?
b
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 ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
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 (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .................      
b Buildings ................        
c Leasehold improvements ............   3,491 291 3,200
d Equipment ................   1,998,952 214,911 1,784,041
e Other .................   59,180,127 337,557 58,842,570
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 60,629,811
Schedule D (Form 990) 2014

Schedule D (Form 990) 2014
Page 3
Part VII
Investments—Other 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.)Small Bullet  
Part VIII
Investments—Program 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.)Small Bullet  
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) DUE TO/FROM AFFILIATES 10,387,079








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 10,387,079
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 0
RELATED PARTY LINE OF CREDIT 71,778,784
LEASE OBLIGATION 3,406,278







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 75,185,062
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

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
Inclusion In The Consolidated Audit Of Highmark Health Highmark Health (HH)does not issue independent audited financial statements. HH is a component of consolidated audited financial statements. The following analysis represents the reconciliation between the financial statement net income and the net income as reported on Form 990, Page 1, line 19: Net loss per financial statements ($83,031,761) Add: unrecognized loss in equity 59,461,994 of subsidiaries ___________ Net loss per Form 990 ($23,569,767) Highmark Health has an investment in a for-profit group and tax-exempt group of organizations. The estimated value of this investment at December 31, 2014 was $5,428,000,000. Highmark Health management has made the decision to not reflect this investment on Form 990, page 11 in order to reflect the balance sheet representative of Highmark Health on a standalone operational basis. Highmark Health records uncertain tax positions in accordance with FASB Accounting Standards Codification (ASC) 740, Income Taxes. ASC 740 clarifies the accounting for uncertainty in income taxes by defining criteria that a tax position on an individual matter must meet before that position is recognized. ASC 740 also provides guidance on measurement, classification, interest and penalties, disclosure and accounting in interim periods.Based on an analysis prepared by Highmark Health, it was determined that the application of FASB ASC 740 had no material effect on the recorded assets and liabilities of HH on a standalone basis. The following is the footnote to the audited consolidated financial statements of Highmark Health for FASB ASC 740: At December 31, 2014 and 2013, gross unrecognized tax benefits (excluding the federal benefit received from state positions) were $150,575,000 and 147,685,000, respectively, and, if recognized, would have impacted the effective tax rate.
Schedule D (Form 990) 2014

Additional Data


Software ID:  
Software Version:  




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
Highmark Health
 
Employer identification number
45-3674900
Part I
General Information on Grants and Assistance
1
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? ....................................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) ALLISON PARK CHURCH OF THE ASSEMBLIES OF GOD
2326 DUNCAN AVENUE
ALLISON PARK,PA15101 		25-1303579 501(c)(3) 25,000       To support the charitable mission of the organization.
(2) BETHANY COLLEGE
PO BOX 419
BETHANY,WV26032 		55-0356985 501(C)(3) 25,000       To support the charitable mission of the organization.
(3) CARSON SCHOLARS FUND INC
305 WEST CHESAPEAKE AVENUE SUITE L-
TOWNSON,MD21204 		52-1851346 501(C)(3) 25,000       To support the charitable mission of the organization.
(4) CATHOLIC CHARITIES DIOCESE OF PGH INC
212 NINTH STREET
PITTSBURGH,PA15222 		25-1326213 501(c)(3) 25,000       To support the charitable mission of the organization.
(5) CHILDRENS HOME OF PITTSBURGH
5324 PENN AVENUE
PITTSBURGH,PA15224 		25-0965292 501(c)(3) 20,000       To support the charitable mission of the organization.
(6) CHILDRENS MUSEUM OF PITTSBURGH
10 CHILDRENS WAY
PITTSBURGH,PA15212 		25-1379704 501(c)(3) 10,000       To support the charitable mission of the organization.
(7) CLEVELAND CLINIC FOUNDATION
9500 EUCLID AVENUE/i13
CLEVELAND,OH44195 		91-2153073 501(c)(3) 25,000       To support the charitable mission of the ORGANIZATION
(8) COMMISSION OF ECONOMIC OPPORTUNITY
165 AMBER LAND PO BOX 1127
WILKESBARRE,PA187031127 		23-1653093 501(c)(3) 15,000       To support the charitable mission of the organization.
(9) DICKSON COLLEGE
PO BOX 1773
CARLISLE,PA17013 		23-1365954 501(c)(3) 10,000       To support the charitable mission of the organization.
(10) DUQUESNE UNIVERSITY
600 FORBES AVENUE
PITTSBURGH,PA15282 		25-1035663 501(c)(3) 20,000       To support the charitable mission of the organization.
(11) ERIE COUNTY
419 STATE STREET
ERIE,PA16501 		25-1299059 501(c)(3) 25,000       To support the charitable mission of the organization.
(12) EXTRA MILE EDUCATION FOUNDATION
111 BLVD OF THE ALLIES
PITTSBURGH,PA15222 		25-1621067 501(c)(3) 25,000       To support the charitable mission of the organization.
(13) FAMILY HOUSE INC
5001 BAUM BOULEVARD SUITE 545
PITTSBURGH,PA15213 		25-1519959 501(c)(3) 10,000       To support the charitable mission of the organization.
(14) FIRST LUTHERAN CHURCH
615 GRANT STREET
PITTSBURGH,PA15219 		25-1048755 501(c)(3) 15,000       To support the charitable mission of the organization.
(15) FRIENDSHIP COMMUNITY PRESBYTERIAN CHURCH
181 ROBINSON STREET
PITTSBURGH,PA15202 		25-1456898 501(c)(3) 20,000       To support the charitable mission of the organization.
(16) GEORGETOWN UNIVERSITY
DEPARTMENT NUMBER 0734
WASHINGTON,DC20073 		53-0196603 501(c)(3) 10,000       To support the charitable mission of the organization.
(17) THE HANOVER HOSPITAL
300 HIGHLAND AVENUE
HANOVER,PA17331 		23-1360851 501(c)(3) 10,000       To support the charitable mission of the organization.
(18) HARRISBURG UNIV OF SCIENCE & tECHNOLOGY
326 MARKET STREET
HARRISBURG,PA17101 		25-1900793 501(c)(3) 80,000       To support the charitable mission of the organization.
(19) HOLY FAMILY INSTITUTE
8235 OHIO RIVER BLVD
PITTSBURGH,PA152021594 		25-0984606 501(c)(3) 20,000       To support the charitable mission of the organization.
(20) JEWISH COMMUNITY ALLIANCE OF NEPA
60 SOUTH RIVER STREET
WILKES BARRE,PA18702 		24-0796936 501(c)(3) 25,000       To support the charitable mission of the organization.
(21) JEWISH NATIONAL FUND
5915 BEACON STREET
PHILADELPHIA,PA15217 		13-1359627 501(c)(3) 10,000       To support the charitable mission of the organization.
(22) JUBILEE ASSOCIATION INC
PO BOX 42251
PITTSBURGH,PA152030051 		25-1394229 501(c)(3) 10,000       To support the charitable mission of the organization.
(23) LANDS AT HILLSIDE FARMS
65 HILLSIDE ROAD
SHAVERTOWN,PA18708 		20-2975553 501(c)(3) 10,000       To support the charitable mission of the organization.
(24) LEHIGH UNIVERSITY
27 MEMORIAL DRIVE WEST
BETHLEHEM,PA18015 		24-0795445 501(c)(3) 10,000       To support the charitable mission of the ORGANIZATION.
(25) MANCHESTER BIDWELL CORPORATION
1815 METROPOLITAN STREET
PITTSBURGH,PA15233 		25-1842945 501(c)(3) 25,000       To support the charitable mission of the organization.
(26) MEDICAL ONCOLOGY ASSOCIATES
382 PIERCE STREET
KINGSTON,PA18704 		23-3092746 501(c)(3) 10,000       To support the charitable mission of the organization.
(27) MERCYHURST PREPARATORY SCHOOL
538 EAST GRANDVIEW BLVD
ERIE,PA165042697 		25-1143199 501(c)(3) 25,000       To support the charitable mission of the organization.
(28) PITTSBURGH CULTURAL TRUST
803 LIBERTY AVENUE
PITTSBURGH,PA15222 		25-1469002 501(c)(3) 10,000       To support the charitable mission of the organization.
(29) PITTSBURGH CENTRAL CATHOLIC
4720 FIFTH AVENUE
PITTSBURGH,PA152132952 		20-0478989 501(c)(3) 25,000       To support the charitable mission of the
(30) THE PITTSBURGH FOUNDATION
FIVE PPG PLACE SUITE 250
PITTSBURGH,PA152225414 		25-0965466 501(C)(3) 15,000       To support the charitable mission of the organization.
(31) PITTSBURGH PUBLIC THEATER
621 PENN AVENUE
PITTSBURGH,PA15222 		23-7398683 501(c)(3) 20,000       To support the charitable mission of the organization.
(32) PITTSBURGH URBAN CHRISTIAN SCHOOL
809 CENTER STREET
PITTSBURGH,PA15221 		25-1405301 501(c)(3) 20,000       To support the charitable mission of the organization.
(33) RBA FOUNDATION
100 BET TECH DRIVE
ALIQUIPPA,PA15001 		20-8455555 501(c)(3) 10,000       To support the charitable mission of the organization.
(34) ROBERT MORRIS UNIVERSITY
6001 UNIVERSITY BLVD
MOON TOWNSHIP,PA15108 		25-1120678 501(c)(3) 10,000       To support the charitable mission of the organization.
(35) SPECIAL OPERATIONS WARRIOR FOUNDATION
PO BOX 89367
TAMPA,FL33689 		52-1183585 501(c)(3) 15,000       To support the charitable mission of the organization.
(36) SUSAN P BYRNES HEALTH EDUCATION CTR INC
515 SOUTH GEORGE STREET
YORK,PA17401 		23-2588187 501(c)(3) 20,000       To support the charitable mission of the organization.
(37) SWEET CHARITIES OF HANOVER INC
PMB SUITE 5 1150 CARLISLE STREET
HANOVER,PA17331 		11-3662416 501(c)(3) 25,000       To support the charitable mission of the organization.
(38) UNIVERSITY OF PITTSBURGH
3900 FORBES AVENUE
PITTSBURGH,PA15260 		25-0965591 501(c)(3) 10,000       To support the charitable mission of the organization.
(39) UNITED WAY OF ALLEGHENY COUNTY
1250 PENN AVE
PITTSBURGH,PA15222 		25-1043578 501(C)(3) 20,000       To support the charitable mission of the organization.
(40) UNITED WAY OF YORK COUNTY
800 EAST KING STREET
YORK,PA17403 		23-1352588 501(C)(3) 10,000       To support the charitable mission of the organization.
(41) UNITED WAY OF WYOMING VALLEY
100 N PENNSLYVANIA AVE 2ND FLOOR
WILKESBARRE,PA18701 		24-0831490 501(c)(3) 15,000       To support the charitable mission of the organization.
(42) URBAN LEAGUE OF GREATER PITTSBURGH
610 WOOD STREET
PITTSBURGH,PA15222 		25-0965592 501(c)(3) 25,000       To support the charitable mission of the organization.
(43) VILLANOVA UNIVERSITY
800 LANCASTER AVE
VILLANOVA,PA19085 		23-1352688 501(c)(3) 25,000       To support the charitable mission of the organization.
(44) VOLUNTEERS OF AMERICA
2112 WALNUT STREET
HARRISBUG,PA17013 		20-8206542 501(c)(3) 10,000       To support the charitable mission of the ORGANIZATION.
(45) WHITAKER CENTER FOR SCIENCE & THE ARTS
225 MARKET STREET
HARRISBURG,PA17101 		25-1724566 501(c)(3) 25,000       To support the charitable mission of the organizatION.
(46) WINCHESTER THURSTON SCHOOL
555 MOREWOOD AVENUE
PITTSBURGH,PA15213 		25-1030691 501(c)(3) 25,000       To support the charitable mission of the organizatION
(47) YOUTHPLACES
711 WEST COMMONS 2ND FLOOR
PITTSBURGH,PA15212 		43-2068912 501(c)(3) 15,000       To support the charitable mission of the organizatION
2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
47
3
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

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
Procedures for Monitoring the use of Grant Funds In the US The contributions on Form 990, Schedule I are contributions designated by the board of director members of Highmark Health. These contributions were paid by Highmark Health on behalf of the applicable board members to the listed organizations.
Schedule I (Form 990) 2014


Additional Data


Software ID:  
Software Version:  


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
Highmark Health
 
Employer identification number

45-3674900
Part I
Questions Regarding Compensation
Yes
No
1a
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.
b
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....
1b
Yes
 
2
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? ..
2
Yes
 
3
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.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
 
No
8
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 .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2014

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
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
1William WinkenwerderJrMDMBEx Officio Director and Pres (i)
(ii)		 574,160
...............................
0 		6,153,003
...............................
0 		665,844
...............................
0 		2,384,516
...............................
70,751 		15,954
...............................
0 		9,793,477
...............................
70,751 		0
...............................
0
2Thomas VanKirkSecretary (i)
(ii)		 576,975
...............................
0 		925,564
...............................
0 		161,277
...............................
0 		120,628
...............................
27,484 		12,710
...............................
0 		1,797,154
...............................
27,484 		0
...............................
0
3Nanette DeTurkTreasurer (i)
(ii)		 658,561
...............................
0 		1,239,702
...............................
0 		1,316,748
...............................
0 		60,509
...............................
48,213 		34,886
...............................
0 		3,310,406
...............................
48,213 		0
...............................
0
4Ray Hunter Carson JrEVP Chief HR Officer (i)
(ii)		 339,896
...............................
0 		1,080,847
...............................
0 		468,559
...............................
0 		817,829
...............................
38,695 		24,762
...............................
0 		2,731,893
...............................
38,695 		0
...............................
0
5Daniel OnoratoEVP, PubPlcy, ChGovt & CmtyAfr (i)
(ii)		 432,693
...............................
0 		432,855
...............................
0 		28,254
...............................
0 		55,785
...............................
20,430 		35,616
...............................
0 		985,203
...............................
20,430 		0
...............................
0
6Jayanth GodlaEVP, Chief Strategy Officer (i)
(ii)		 118,705
...............................
0 		884,052
...............................
0 		270,074
...............................
0 		34,758
...............................
4,214 		9,285
...............................
0 		1,316,874
...............................
4,214 		0
...............................
0
7Maureen CahillSVP Total Rewards (i)
(ii)		 269,376
...............................
0 		459,165
...............................
0 		101,311
...............................
0 		318,941
...............................
10,096 		28,124
...............................
0 		1,176,917
...............................
10,096 		0
...............................
0
8David CarterSVP Corporate Communications (i)
(ii)		 319,319
...............................
0 		250,000
...............................
0 		96,526
...............................
0 		33,336
...............................
0 		20,120
...............................
0 		719,301
...............................
0 		0
...............................
0
9Karen HanlonTreasurer (i)
(ii)		 482,335
...............................
0 		494,329
...............................
0 		27,117
...............................
0 		178,049
...............................
31,013 		29,177
...............................
0 		1,211,007
...............................
31,013 		0
...............................
0
10Melissa AndersonEVP Chf Aud&Cmp Ofcr (i)
(ii)		 324,492
...............................
0 		328,250
...............................
0 		21,433
...............................
0 		100,613
...............................
13,037 		28,109
...............................
0 		802,897
...............................
13,037 		0
...............................
0
11Darren MacioceSVP Diversified Plan Dev (i)
(ii)		 410,021
...............................
0 		345,200
...............................
0 		23,930
...............................
0 		93,904
...............................
15,602 		33,685
...............................
0 		906,740
...............................
15,602 		0
...............................
0
12William CashionSVP Chief Actuary (i)
(ii)		 356,430
...............................
0 		304,896
...............................
0 		84,140
...............................
0 		92,450
...............................
32,981 		40,298
...............................
0 		878,214
...............................
32,981 		0
...............................
0
13James ColemanVP HR Operations (i)
(ii)		 240,573
...............................
0 		302,710
...............................
0 		91,127
...............................
0 		264,804
...............................
2,885 		23,150
...............................
0 		922,364
...............................
2,885 		0
...............................
0
14James StaggersSVP Admin Svcs & Fin Ops (i)
(ii)		 316,892
...............................
0 		285,623
...............................
0 		27,130
...............................
0 		42,808
...............................
10,704 		34,521
...............................
0 		706,974
...............................
10,704 		0
...............................
0
15David HolmbergDirector and President (i)
(ii)		 767,083
...............................
245,638 		0
...............................
885,427 		404,322
...............................
780,601 		10,086
...............................
142,470 		21,039
...............................
16,275 		1,202,530
...............................
2,070,411 		0
...............................
0
16Dennis CroninAssistant Treasurer (i)
(ii)		 271,507
...............................
0 		97,818
...............................
0 		10,615
...............................
0 		36,703
...............................
11,592 		26,908
...............................
0 		443,551
...............................
11,592 		0
...............................
0
Schedule J (Form 990) 2014

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
Questions Regarding Compensation Received by Listed Individuals The following represents additional disclosure pertaining to individuals listed in Form 990, Part VII, Section A who received a benefit listed on Schedule J, Line 1a from the organization during the year ended December 31, 2014: Housing Allowance - Two officers and two key employees listed in Form 990,Part VII received reimbursement for relocation expenses from the organization during the year ended December 31, 2014. These were included in their Box 5 of the IRS Form W-2. Tax Gross-Up Payments - Three officers, two key employees and one of the five highest paid individuals listed in Form 990, Part VII received tax gross-up payments from the organization. These were included in their Box 5 of the IRS Form W-2. Health or Social Club Dues or Initiation Fees - An officer and one of the five highest paid individuals listed in Form 990, Part VII received membership dues from the organization during the year ended December 31, 2014. These dues were included in that individuals Box 5 of the IRS Form W-2.
Severance Payments Received by Listed Individuals The following represents additional disclosure for Schedule J, line 4a pertaining to officers, key employees and five highest paid individuals listed in Form 990, Part VII, Section A, Line 1a receiving severance pay during the year ended December 31, 2014: William Winkenwerder $600,000 Ray Carson $139,579 Jayanth Godla $171,346 Maureen Cahill $78,462 James Coleman $70,038
Supplemental Nonqualified Retirement Plan The following represents additional disclosure for Schedule J, line 4b pertaining to officers and directors listed in Form 990, Part VII, Section A, Line 1a participating in a supplemental nonqualified retirement plan: David Holmberg $90,723 William Winkenwerder $70,751 Thomas VanKirk $27,484 Nanette DeTurk $48,213 Melissa Anderson $13,037 Darren Macioce $15,602 Jayanth Godla $4,214 Ray Carson $38,695 Karen Hanlon $31,013 Daniel Onorato $20,430 Dennis Cronin $11,592 Maureen Cahill $10,096 James Coleman $2,885 James Staggers $10,704 William Cashion $32,981
Deferred Compensation Analysis of Listed Individuals The following individuals have amounts accrued related to 457(f) Non-qualifying retirement plans: William Winkenwerder $165,598 Thomas VanKirk $68,934 Darren Macioce $36,834 Ray Carson $7,162 Jayanth Godla $19,028 Karen Hanlon $41,377 Daniel Onorato $9,052 Melissa Anderson $13,824 David Carter $16,938 James Staggers $4,587 Maureen Cahill $1,001 Retirement and other deferred compensation reflect amounts accrued to the benefit of the applicable individuals related to qualified pension and severance plans. In this regard, the following individuals have amounts accrued related to future severance payments to be made: William Winkenwerder Jayanth Godla Ray Carson Maureen Cahill James Coleman
-  
Schedule J (Form 990) 2014

Additional Data


Software ID:  
Software Version:  
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
Highmark Health
 
Employer identification number

45-3674900
Return Reference Explanation
Statement of Program Service Accomplishments OVERVIEW OF HIGHMARK HEALTH Highmark Health (HH) was formed to be the parent organization of a healthcare system located in Western Pennsylvania named Allegheny Health Network(AHN). AHN was formed prior to the affiliation of West Penn Alegheny Health System,Inc. (WPAHS) with Highmark Inc. (Highmark). HH is the sole member of AHN and the sole member of Highmark. AHN is the sole member of WPAHS, Jefferson Regional Medical Center (JRMC), Saint Vincent Health Center (SVHC) and Saint Vincent Health System (SVHS). HH serves as the ultimate parent of the AHN affiliates through its position as sole member of AHN. The mission of HH is to provide access to affordable high quality and accessible health care. The activities of HH include strategic, operational and administrative leadership for AHN. From a strategic standpoint, HH is focused on changing the current delivery of the care model in western Pennsylvania; HH encourages health care providers in AHN, whether hospitals or physicians, to use the most cost effective venue for care, adhere to evidence-based standards of care, and deliver superior outcomes by reducing such things as unnecessary readmissions and post-surgical infections. In sum, As the parent organization of AHN works to ensure that AHN operates in the most effective and efficient manner and provides the highest quality health care for the communities that it serves.
Statement of Program Service Accomplishments OVERVIEW OF THE ALLEGHENY HEALTH NETWORK Allegheny Health Network is a team of care givers committed to improving health and promoting wellness in its communities, one person at a time. It pledges to consistently deliver safe, compassionate quality healthcare by treating the whole person - body, mind and spirit. AHN's mission is to provide access to affordable high quality and accessible health care. It provides strategic, operational and administrative leadership for those organizations it supports. From an administrative and operational perspective, AHN is providing executive leadership and oversight to WPAHS, SVHC, SVHS and JRMC and its exempt affiliates to ensure that they continuously operate in accordance with the mission of providing high quality affordable health care. WEST PENN ALLEGHENY HEALTH SYSTEM WPAHS was organized in 2000 and is comprised of West Penn Allegheny Health System, Inc. (WPAHS, Inc.), Alle-Kiski Medical Center (AKMC), Canonsburg General Hospital (CGH), Allegheny Medical Practice Network (AMPN), Allegheny Clinic (AC), Allegheny-Singer Research Institute (ASRI), West Penn Allegheny Oncology Network (WPAON) Canonsburg General Hospital Ambulance Service, Inc. (CGH Ambulance), Alle-Kiski Medical Center Trust (AKMC Trust), Forbes Health Foundation (FHF), Suburban Health Foundation (SHF) and The Western Pennsylvania Hospital Foundation (WPHF). The goal of WPAHS is to ensure that area residents have access to a complete continuum of health care services. Through appropriate integration across WPAHS both clinically and operationally, WPAHS hospitals and physician organizations are able to remain a high quality, low-cost provider with linkages to the latest medical research and advanced technology. For the most recently completed twelve month reporting period, the total inpatient discharges were 54,370, outpatient visits were 807,733, number of employees was 12,377. Total uncompenated care and community benefits for the full year prior period was $136,348,778. SAINT VINCENT HEALTH CENTER/SAINT VINCENT HEALTH SYSTEM SVHC (DBA Saint Vincent Hospital) and SVHS are comprised of Saint Vincent Medical Education and Research Institute, Westfield Memorial Hospital,Inc., Saint Vincent Foundation for Health and Human Services, Saint Vincent Affiliated Physicians, Regional Home Health and Hospice (55.48% controlled), Regional Heart Network (76.5% controlled) and Regional Cancer Center (50% controlled). SVHC is a not-for-profit acute care hospital that provides inpatient, outpatient and emergency care services for residents of northwestern Pennsylvania and adjacent areas of New York and Ohio. Admitting physicians are primarily practitioners in the local area. Founded by the Sisters of St.Joseph in 1875, SVHC has evolved into an integrated healthcare provider. It is committed to the highest quality patient care while providing a continuum of services to meet healthcare needs. SVHS was also founded by the Sisters of St. Joseph in 1875. Their mission and values are to provide oversight and support for the charitable missions of the organizations they support. For the most recently completed twelve month reporting period, the SVHC total inpatient discharges were 14,763, outpatient visits were 179,840, number of employees was 2,015 and number of physicians on staff was 400. Total uncompenated care and community benefits for the full year prior period was $16,185,050. JEFFERSON REGIONAL MEDICAL CENTER JRMC was organized in 1973 and is located just south of the city of Pittsburgh, PA, JRMC is an integrated system of health care services and facilities that provides quality health care from emergency admissions to inpatient hospitalization and leading edge surgery to rehabilitation and home care. For the most recently completed twelve month reporting period, the total inpatient discharges were 14,055, outpatient visits were 260,655, number of employees was 2,239 and number of physicians on staff was 448. Total uncompenated care and community benefits or the full year prior period was $8,825,972.
Operational Highlights Among Highmark Health's 2014 enterprise highlights were welcoming a new chief executive officer; investing in the future of health care; driving innovation designed to improve health care and outcomes; and the continued transformation of our own organization as one of America's leading integrated delivery and financing systems. Through our many changes, we have remained firmly focused on our dedication to serving our customers. We are changing how healthcare is delivered in America, built around a centerpiece-our customers. Transformation is taking place across the Highmark Health organization. A transformation office was created in 2014 to develop a clear strategy and work with our businesses to drive change. And our companies are making investments in people and infrastructure to expand clinical capabilities and improve the customer experience. In 2014, Highmark Health companies committed significant capital investments to facilities, technology and capabilities at Allegheny Health Network. AHN Capital Investments - When AHN was created, WPAHS had a dedicated workforce and owned valuable community assets. Its assets, however, were in dire need of upgrades and enhancements due to years of deferred maintenance while WPAHS's future remained uncertain. Since the closing of the affiliation, AHN has made significant investments in these facilities to improve the quality of patient care and expand services and capabilities for the community. Many of these investments have led to no financial return but are required to sustain the system, provide the appropriate infrastructure, improve the quality and prepare it for the influx of future volume upon expiration of the Consent Decrees. Other investments that expand access and care will provide a return over the longer term. These capital investments through August 2015 have included, but are not limited to, the following: Allegheny General Hospital - Significant investments at AGH were focused on renovations and repairs and maintenance, including information technology (IT) upgrades. Additionally, older equipment was replaced with newer models. AGH is the only facility in Western Pennsylvania to house a dedicated cardiac magnetic resonance imaging (MRI) center for the evaluation of complex cardiovascular diseases. Among a number of pioneering discoveries made by the cardiac MRI team, AGH researchers were also the first to demonstrate that cardiac MRI is better than conventional diagnostics for predicting heart attacks in women. Additionally in 2014, AHN opened a state-of-the-art hybrid operating room at AGH to better equip surgical teams to perform the latest generation of complex, minimally-invasive cardiovascular procedures. The new hybrid operating suite is equipped with a robotic imaging system that gives physicians real-time 3D images of internal organs and blood vessels with unprecedented precision and clarity. Introducing new tools that facilitate less invasive procedures that can potentially be offered to sicker patients has been a critical strategy for advancing cardiovascular care. In 2014, AHN established the new AHN Institute of Cellular Therapeutics at Allegheny General Hospital (AGH) whose focus are advances in diabetes, liver disease and related disorders. AGH also opened a new Epilepsy Monitoring Unit in 2014. AGH Comprehensive Epilepsy Program is one of the busiest in the tri-state area. Forbes Hospital - Renovations and repairs and maintenance were made to improve the quality and safety of Forbes Hospital. In addition, a Level II trauma center and state-of-the-art intensive care unit was opened at Forbes Hospital to serve a population of approximately 300,000 people who reside in Pittsburgh's Eastern suburbs. This investment proved its value to the community by saving lives in area tragedies that made headlines both locally and nationally. On a day-to-day basis, the trauma center serves to fill a critical service line gap for first responders that community leaders felt was necessary for the safety and protection of community residents. A new LECOM regional campus was opened at Forbes Regional Hospital in 2014. LECOM is the nation's largest medical college. The goal of opening this campus is to address the issue of the critical shortage of physicians in western Pennsylvania by educating and retaining highly qualified doctors to serve the region. West Penn Hospital - Residents in the East End of Pittsburgh were positively impacted by the decision of AHN's management team to make investments in its sustainability. This included the re-opening of the emergency department as well as additional improvements including a post-partum unit, catheterization labs and renovated and enhanced intensive care units. The effect of these investments was to improve access for community residents. In 2015, AHN opened new Obstetrics facilities at West Penn Hospital. a 33 bed post-partum unit, family waiting area that promotes family-centered care and bonding for mothers and newborns. AHN also opened a new Cardio Intensive Care Unit at West Penn Hospital. This facility offers dedicated, high-level care to adult patients who require intensive, round-the-clock cardiac monitoring and post-surgical care. West Penn Hospital also opened its new Cardiac Intensive Care Unit in 2015. This is the final piece of the AHN investment in West Penn to re-establish its cardiovascular disease program. This 16-bed state of the are facility offers dedicated, high-level care to adult patients who require intensive, round the clock cardio monitoring and post-surgical care. Jefferson Regional Medical Center(JRMC) - Since the closing of the affiliation between JRMC and AHN, and based on research that showed several thousand women from the Jefferson Hills area were travelling to the City of Pittsburgh to deliver their babies, AHN has made investments in women's health and OB services at JRMC to serve women in the Southern suburbs. Since its recent opening, JRMC's OB unit has delivered approximately 600 babies. In 2014, JRMC opened The Cancer Institute which provides access to a full team of oncologists and state-of-the-art infusion chairs. JRMC also opened the Women's Health Center and new Obstetrics and Maternity Care Center. This center includes 8 suites, 2 dedicated c-section rooms, a special needs nursery, 24/7 obstetric anesthesia and newborn services as well as lactation consultants. Saint Vincent Health Center- In 2014 Saint Vincent's Health Center (SVHC) unveiled a Mobile Medical Unit that serves the Northwest Region of Pennsylvania. It is a 41-foot medical office on wheels. It provides health care to the homeless and other underserved populations. SVHC also opened its Infusion Center and Advanced Lung Center in 2014. These centers also serve the Northwest Region of Pennsylvania. Wexford Health + Wellness Pavilion (Wexford Pavilion) and Other Geographically-Selected Ambulatory Service Centers - In 2014, AHN opened the new 174,000 square foot state-of-the-art Wexford Pavilion offering area residents a variety of healthcare specialists and outpatient diagnostic and ancillary services under one roof. The Wexford Pavilion will result in less costly and higher quality care with a greater focus on promoting wellness and preventing disease. As important, community residents benefit from the lower cost site of service. This investment was critical as it provides individuals north of Pittsburgh with access to services that became unavailable in that region. Bethel Park Health & Wellness Pavilion and Wellness Pavilion Westside - In 2015, the plans for the expansion of the Bethel Park Health and Wellness Pavilion were unveiled as well as plans for the construction of the Health and Wellness Pavilion Westside. Both Pavilions will provide a wide array of outpatient services in one location to offer patients a convenient and patient-centric experience. Urgent Care in Braddock - In 2015, AHN opened an Urgent Care Center in Braddock, PA. The Center resides in a medically underserved area and is staffed by board certified physicians and physician extenders. United States Olympic Medical Center - In 2014, AHN became designated as a United States (US) Olympic Medical Center. It is one of just seven in the US selected to provide sports medicine care for US Olympic athletes. AHN also formed an official collaboration with John Hopkin's Sidney Kimmel Comprehensive Care Center. The partnership is designed to advance clinical collaborations, medical education and a broad range of cancer research initiatives between organizations. Also, a master collaboration agreement with John Hopkins was signed in 2014 to improve the availability and affordability of health care to Pennsylvania patients. Home, Health and Hospice Joint Venture - AHN and Celtic Healthcare, Inc. began a joint venture to combine home, health and hospice to create a new, fully integrated and industry-leading provider of post-acute care service. The joint venture will p
Monitoring and Enforcement of the Conflict of Interest Policy Highmark Health (HH) has a corporate compliance department that monitors and oversees compliance with the conflict of interest policy. The following describes the manner in which the corporate compliance department monitors and oversees compliance with the conflict of interest policy for HH: Conflict of Interest disclosure forms are completed on an annual basis by all board members, officers, any person who has authority to act on behalf of the BOD, key employees , managers and above, persons with purchasing authority including procurement department employees and committees which may influence purchasing decisions, and any other employees as designated by the Compliance Department. Upon completion of the above disclosure statement by all applicable individuals, the Integrity and Compliance Department reviews all disclosures. Those that require additional information or clarification are contacted by the Integrity and Compliance Department requesting such. Once received, all information is evaluated in consultation with the Legal Department and Senior Management as applicable to determine whether a real or potential conflict of interest exists. Those conflicts that require a mitigation plan are developed and approved in coordination with the respective responsible senior management. The senior managers are responsible for discussing the mitigation plan with the individual as needed and monitoring compliance with the mitigation plan. A final report of all board and executive level management disclosures is submitted for review to the Audit and Compliance Subcommittee of the Board, as well as by the board of directors.
Process Used To Determine Executive Compensation The Highmark Health (HH) process for determining compensation for executive positions (including officers, key employees and other management positions) is covered by the HH Executive Compensation Policy. This policy was approved by the HH Board of Directors. It is the policy of HH and its Board of Directors to compensate its executives in accordance with the market and in relation to the experience, service and accomplishments of the individual both prior to and during their service with HH. The Personnel & Compensation Committee makes recommendations to the HH Board of Directors who ultimately approve the compensation for newly hired senior executives. Compensation shall include all compensation components, including without limitation, base compensation, incentive compensation, deferred compensation, fringe and other benefits, as well as the total compensation. The Board of Directors shall also approve all base compensation adjustments and all incentive compensation awards, as well as material changes to deferred compensation, fringe, or other benefits. The Personnel & Compensation Committee uses comparability data provided by an independent compensation consultant. The external consultant provides a letter of reasonability for all offers made to new executives. Each Board of Director member voting on a senior executive's compensation arrangement ensures that he or she has no conflict of interest, including that he or she (a) does not economically benefit from the proposed employment; (b) does not receive compensation subject to the approval of the proposed employee; and (c) has no material financial interest affected by the transaction. Highmark Health follows the requirement in the regulations to comply with the rebuttable presumption of the reasonableness of compensation.
Public Availability of Organizational Documents Highmark Health (HH)does not make its governing documents available to the public. HH financial statements are on a consolidated basis which include Allegheny Health Network and Highmark Inc. The audited financial statements of HH are available upon the request and approval by the CFO of Highmark Health. HH has adopted a conflict of interest policy that is uniformly applied to all HH organizations. This policy is not made available to the public.
Compensation Reported For Individuals The following individuals listed in Part VII did not hold their respective positions with HH for a consecutive twelve month period. The dates of their respective service is listed below. William Winkenwerder 01-01-2014 - 05-20-2014 Jayanth Godla 01-01-2014 - 04-04-2014 Ray Carson 01-01-2014 - 09-04-2014 Maureen Cahill 01-01-2014 - 10-03-2014 James Coleman 01-01-2014 - 10-03-2014 William Winkenwerder, President and CEO of Highmark Health, terminated employment with Highmark Health on May 20, 2014. As a result of the termination, william Winkenwerder received separation compensation from Highmark Health. The terms of the total compensation package received by William Winkenwerder was the result of negotiations with William Winkenwerder that was conducted at arm's length by Highmark, Inc. prior to the creation of Highmark Health as part of the initial contract with William Winkenwerder. The total compensation package received by William Winkenwerder was approved by a Committee comprised of independent members qualified to approve such matters and without relationship or conflict with William Winkenwerder or Highmark Health outside of their duties as members of the Board of Directors and this Committee. The services of outside third parties were secured to review the reasonableness of the total separation compensation paid to William Winkenwerder. Karen Hanlon replaced Nan DeTurk as Treasurer of Highmark Health on July 29, 2015.
Officer, Director and Key Employee Hour Allocation Individuals employed by one organization may be assigned to provide management for an affiliated organization. As such, many individuals play key roles or serve as officers or directors on multiple affiliated organizations. Each individual will be assigned forty hours to the organization of their actual employment at year end. If the individual is employed by one organization and appointed as an officer, director or key employee of affiliated organizations the hour allocation on Form 990, Part VII, Page 7, Column (B) takes various factors into account when attempting to assign hours in a reasonable manner. Thus, it is possible for a single individual to have hours assigned in excess of forty hours per week if all affiliated organization IRS Forms 990 is taken into account. Directors who are not employed and volunteer their services are assigned one hour of service. Several directors are compensated for services provided in the capacity of a director for a for-profit affiliated organization. These individuals serve as volunteers on the Highmark Health Board of Directors due to their experience and knowledge of the healthcare field. The actual time served for all individuals disclosed in IRS Form 990 can vary based upon the need of the organization. Independent Contractors The expenditures of Highmark Health are paid by affiliated organizations and reimbursed by Highmark Health. All Form 990s are issued by the affiliated organizations. Listed in Part VII are the five highest paid independent contractors that provided services to Highmark Health for which Highmark Health reimbursed the affiliated organizations.
Other Changes In Net Assets The following is a reconciliation of the Other Changes in Net Assets of Highmark Health for Calendar Year 2014: Net Assets Equity Transfers (8,775,386) ___________ Other Changes In Net Assets (8,775,386)
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:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach 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
Highmark Health
 
Employer identification number

45-3674900
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?
Yes No
(1) Allegheny Clinic
320 East North Ave

Pittsburgh,PA15212
25-1838458 		Healthcare PA 501(c)(3) 3 WPAHS Inc
 
 
No
(2) Allegheny Clinic Medical Oncology
4800 Friendship Ave

Pittsburgh,PA15224
11-3683376 		Healthcare PA 501(c)(3) 11-III FL WPAHS Inc
 
 
No
(3) Allegheny Health Network
120 Fifth Ave Suite 922

Pittsburgh,PA15222
45-3674924 		Healthcare PA 501(c)(3) 11-I Highmark Hea
 
Yes
 
(4) Allegheny Singer Research Institute
320 East North Ave

Pittsburgh,PA15212
25-1320493 		Sci Research PA 501(c)(3) 4 WPAHS Inc
 
 
No
(5) Alle-Kiski Medical Center
1301 Carlisle Street

Pittsburgh,PA15065
25-1875178 		Healthcare PA 501(c)(3) 3 WPAHS Inc
 
 
No
(6) Alle-Kiski Medical Center Trust
1301 Carlisle Street

Pittsburgh,PA15065
20-5855753 		Fundraising PA 501(c)(3) 11-I AKMC
 
 
No
(7) Canonsburg General Hospital
100 Medical Blvd

Canonsburg,PA15317
25-1737079 		Healthcare PA 501(c)(3) 3 WPAHS Inc
 
 
No
(8) Canonsburg General Hospital Ambulance Se
100 Medical Blvd

Canonsburg,PA15317
23-2939715 		ER Response PA 501(c)(3) 9 CGH
 
 
No
(9) Canonsburg Hospital & Health Foundation
100 Medical Blvd

Canonsburg,PA15317
25-1818505 		Inactive PA 501(c)(3) 11-I NA
 
 
No
(10) Clinical Pathology Institute Cooperative
1526 Peach Street

Erie,PA16501
25-1528055 		Healthcare PA 501(c)(3) 3 SVHC
 
 
No
(11) Community Blood Bank
232 West 25th Street

Erie,PA16544
25-1181389 		Healthcare PA 501(c)(3) 11-I SVHC
 
 
No
(12) EnergyCare Inc
232 West 25th Street

Erie,PA16544
25-1430922 		Healthcare PA 501(c)(3) 9 SVHC
 
 
No
(13) Forbes Health Foundation
2570 Haymaker Rd

Monroeville,PA15146
25-1798379 		Fundraising PA 501(c)(3) 7 WPAHS Inc
 
 
No
(14) Greater Canonsburg Health System
100 Medical Blvd

Canonsburg,PA15317
25-1488089 		Inactive PA 501(c)(3) 11-I NA
 
 
No
(15) Jefferson Regional Medical Center
565 Coal Valley Rd

Jefferson Hills,PA15236
25-1260215 		Healthcare PA 501(c)(3) 3 AHN
 
Yes
 
(16) JRMCUPMC Cancer Associates
565 Coal Valley Rd

Jefferson Hills,PA15236
20-1634783 		Healthcare PA 501(c)(3) 3 JRMC
 
 
No
(17) Regional Cancer Center
232 West 25th Street

Erie,PA16544
25-1385705 		Healthcare PA 501(c)(3) 3 SVHS
 
 
No
(18) Regional Heart Network
232 West 25th Street

Erie,PA16544
25-1856341 		Healthcare PA 501(c)(3) 3 SVHC
 
 
No
(19) Saint Vincent Affiliated Physicians
1910 Sassafras Street

Erie,PA16502
20-3784338 		Healthcare PA 501(c)(3) 9 SVHS
 
 
No
(20) Saint Vincent Foundation - HHS
232 West 25th Street

Erie,PA16544
25-1669168 		Fundraising PA 501(c)(3) 11-I SVHS
 
 
No
(21) Saint Vincent Health Center
232 West 25th Street

Erie,PA16544
25-0965547 		Healthcare PA 501(c)(3) 3 AHN
 
 
No
(22) Saint Vincent Health System
232 West 25th Street

Erie,PA16544
25-1406710 		Healthcare PA 501(c)(3) 11-I E AHN
 
 
No
(23) Saint Vincent Med Ed & Research
1910 Sassafras Street

Erie,PA16502
25-1679140 		Healthcare PA 501(c)(3) 9 SVHS
 
 
No
(24) Suburban Health Foundation
100 South Jackson Ave

Pittsburgh,PA15202
25-1472073 		Fundraising PA 501(c)(3) 11-I WPAHS Inc
 
 
No
(25) The Western Pennsylvania Hospital Founda
4800 Friendship Ave

Pittsburgh,PA15224
25-1470766 		Fundraising PA 501(c)(3) 11-I WPAHS Inc
 
 
No
(26) Vantage Health Group
232 West 25th Street

Erie,PA16544
25-1498145 		Healthcare PA 501(c)(3) 3 SVHC
 
 
No
(27) West Allegheny Hospital
100 Medical Blvd

Pittsburgh,PA15317
25-1054206 		Inactive PA 501(c)(3) 3 NA
 
 
No
(28) West Penn Allegheny Health System Inc
Two Allegheny Ctr

Pittsburgh,PA15212
25-0969492 		Healthcare PA 501(c)(3) 3 AHN
 
 
No
(29) Westfield Memorial Hospital Inc
189 East Main Street

Westfield,NY14787
16-0743222 		Healthcare NY 501(c)(3) 3 SVHS
 
 
No
(30) West Penn Allegheny Oncology Network
4800 Friendship Ave

Pittsburgh,PA15224
11-3683376 		Healthcare PA 501(c)(3) 11-III FL WPAHS Inc
 
 
No
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2014
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



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(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?



 		(k)
Percentage
ownership
Yes No Yes No
(1) 5148 Liberty Avenue Associates

4800 Friendship Ave
Pittsburgh,PA15224
25-0969492 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(2) Allegheny Imaging of McCandless

4800 Friendship Ave
Pittsburgh,PA15224
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(3) Associated Clinical Lab LP

312 West 25th Street
Erie,PA16502
25-1533746 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(4) Associated Clinical Lab of PA Ltd

312 West 25th Street
Erie,PA16502
45-3688292 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(5) Employee Benefit Data Services Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1824465 		Data Services PA  
NONE 0 0   No 0   No 0 %
(6) Erie Medical Complex LLC

312 West 25th Street
Erie,PA16502
20-1017545 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(7) Forbes Regional Urologic

4800 Friendship Ave
Pittsburgh,PA15224
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(8) Gateway Health Plan LP

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
25-1691945 		Insurance PA  
NONE 0 0   No 0   No 0 %
(9) Jefferson Medical Associates LP

120 Fifth Ave Suite 922
Pittsburgh,PA15222
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(10) Jenkins Empire Associates

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1524682 		Property Mgmt PA  
NONE 0 0   No 0   No 0 %
(11) JV Holdco LLC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(12) McCandless Endoscopy Center

4800 Friendship Ave
Pittsburgh,PA15224
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(13) North Shore Endoscopy Center

4800 Friendship Ave
Pittsburgh,PA15224
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(14) Peters Ambulatory Surgery Ctr LLC

4800 Friendship Ave
Pittsburgh,PA15224
 Medical Practice PA  
NONE 0 0   No 0   No 0 %
(15) Provider PPI LLC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
32-0429947 		Facilities Suppor PA  
NONE 0 0   No 0   No 0 %
(16) Saint Vincent NWPA Surgery Ct Ltd

312 West 25th Street
Erie,PA16502
05-0591755 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(17) Saint Vincent Professional Bldg Leasehol

312 West 25th Street
Erie,PA16502
25-1578290 		Property Mgmt PA  
NONE 0 0   No 0   No 0 %
(18) Silver Rain LP

120 Fifth Ave Suite 922
Pittsburgh,PA15222
27-3035436 		Property Mgmt PA  
NONE 0 0   No 0   No 0 %
(19) South Hills Surgery Center LLC

6161 Clairton Rd
West Mifflin,PA15122
27-4011352 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(20) Tri State Regional Assoc LLP

312 West 25th Street
Erie,PA16502
23-2919277 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(21) UPMC VNA Home Health LP

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1844485 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(22) Upper Midwest Consol Services Ctr LLC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
26-3112347 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(23) Vantage Capital Management Ltd

312 West 25th Street
Erie,PA16502
23-3099689 		Capital Mgmt PA  
NONE 0 0   No 0   No 0 %
(24) Vantage Holding Company LLC

312 West 25th Street
Erie,PA16502
03-0477182 		Capital Mgmt PA  
NONE 0 0   No 0   No 0 %
(25) Waterfront Surgery Center LLC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1898743 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(26) West Penn Ambulatory Center

15305 Dallas Parkway
Pittsburgh,PA15224
27-2344847 		Medical Practice PA  
NONE 0 0   No 0   No 0 %
(27) WSC Realty Partners LP

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1874990 		Property Mgmt PA  
NONE 0 0   No 0   No 0 %
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?
Yes No
(1) Burn Care Associates Ltd

4800 Friendship Avenue
Pittsburgh,PA15224
23-2899534 		Medical Practice PA WPAHS Inc
  		C Corporation          
(2) Clinical Services Inc

232 West 25th Street
Erie,PA16544
25-1403846 		Health Care PA SVHS
  		C Corporation          
(3) Davis Vision IPA Inc

175 East Houston Street
San Antonio,TX78205
11-2958041 		TPA TX Highmark Inc
  		C Corporation          
(4) Davis Vision Inc

175 East Houston Street
San Antonio,TX78205
11-3051991 		Vision Service TX Highmark Inc
  		C Corporation          
(5) Delaware Ancillary Insurance Agency

800 Delaware Avenue
Wilmington,DE198011368
51-0383213 		Insurance Service DE Highmark Inc
  		C Corporation          
(6) ECCA Managed Vision Care Inc

175 East Houston Street
San Antonio,TX78205
74-2759084 		Physician Service TX Highmark Inc
  		C Corporation          
(7) Empire Vision Center Inc

175 East Houston Street
San Antonio,TX78205
14-1586016 		Retail Sales TX Highmark Inc
  		C Corporation          
(8) Eye Drx Retail Management Inc

175 East Houston Street
San Antonio,TX78205
74-2924030 		Office Administra TX Highmark Inc
  		C Corporation          
(9) Family Practice Medical Associates South

2414 Lytle Rd Ste 300
Bethel Park,PA15102
25-1684735 		Medical Practice PA JRMC
  		C Corporation          
(10) Gateway Health Plan of Ohio Inc

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
30-0282076 		Insurance PA Highmark Inc
  		C Corporation          
(11) Gateway Health Plan Inc

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
25-1505506 		Insurance PA Highmark Inc
  		C Corporation          
(12) Grandis Rubin Shanahan & Assoc

565 Coal Valley Rd
Jefferson Hills,PA15025
45-3355906 		Medical Practice PA JRMC
  		C Corporation          
(13) HCI Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
75-3002215 		Finance & Insuran PA Highmark Inc
  		C Corporation          
(14) Health System Services Corp & Subs

565 Coal Valley Rd
Jefferson Hills,PA15025
25-1403745 		Medical Office Bl PA JRMC
  		C Corporation          
(15) Highmark BCBSD Inc

800 Delaware Avenue
Wilmington,DE198011368
51-0020405 		Insurance DE Highmark Inc
  		C Corporation          
(16) Highmark Benefits Group Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4763378 		Insurance Sales PA Highmark Inc
  		C Corporation          
(17) Highmark Casualty Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1334623 		Insurance PA Highmark Inc
  		C Corporation          
(18) Highmark Coverage Advantage Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4757476 		Insurance Sales PA Highmark Inc
  		C Corporation          
(19) Highmark Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
23-1294723 		Insurance PA Highmark Inc
  		C Corporation          
(20) Highmark Select Resources Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
20-2353206 		Insurance Sales PA Highmark Inc
  		C Corporation          
(21) Highmark Senior Health Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4156633 		Insurance Sales PA Highmark Inc
  		C Corporation          
(22) Highmark Senior Solutions Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4156854 		Insurance Sales PA Highmark Inc
  		C Corporation          
(23) Highmark Ventures Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1645888 		Holding Company PA Highmark Inc
  		C Corporation          
(24) Highmark West Virginia

PO Box 1948
Parkersburg,WV26102
55-0624615 		Insurance Sales WV Highmark Inc
  		C Corporation          
(25) HM Benefits Administrators Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1128451 		Funds Administrat PA Highmark Inc
  		C Corporation          
(26) HM Broker Services Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
23-2384777 		Marketing Agent PA Highmark Inc
  		C Corporation          
(27) HM Captive Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
65-1274122 		Insurance PA Highmark Inc
  		C Corporation          
(28) HM Casualty Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
87-0807723 		Insurance Sales PA Highmark Inc
  		C Corporation          
(29) HM Health Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
54-1637426 		Insurance Sales PA Highmark Inc
  		C Corporation          
(30) HM Health Solutions Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-3823617 		Info Technology PA Highmark Health
  		C Corporation 1,755,933 72,268,431 100.000 % Yes  
(31) HM Insurance Group

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1646315 		Management Servic PA Highmark Inc
  		C Corporation          
(32) HM Life Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
06-1041332 		Insurance Sales PA Highmark Inc
  		C Corporation          
(33) HM Life Insurance Company of New York

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1800302 		Insurance Sales PA Highmark Inc
  		C Corporation          
(34) HMPG Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3444325 		Holding Company PA AHN
  		C Corporation          
(35) HSSC Diversified Services Inc

565 Coal Valley Rd
Jefferson Hills,PA15025
25-1770047 		Medical Practice PA JRMC
  		C Corporation          
(36) HVHC Inc

175 East Houston Street
San Antonio,TX78205
25-1801124 		Holding Company TX Highmark Inc
  		C Corporation          
(37) JEA Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1712017 		Management Servic PA Highmark Inc
  		C Corporation          
(38) Jefferson Hills Surgical Specialists PA

1200 Brooks Ln 150
Clairton,PA15025
30-0477313 		Medical Practice PA JRMC
  		C Corporation          
(39) JRMC Health Pavilion

565 Coal Valley Rd
Jefferson Hills,PA15025
25-1203449 		Medical Practice PA JRMC
  		C Corporation          
(40) JRMC Physician Service Corp

565 Coal Valley Rd
Jefferson Hills,PA15025
86-1159658 		Medical Practice PA JRMC
  		C Corporation          
(41) JRMC Specialty Group Practice

565 Coal Valley Rd
Jefferson Hills,PA15025
72-1529332 		Medical Practice PA JRMC
  		C Corporation          
(42) Keystone Health Plan West Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1522457 		Insurance Sales PA Highmark Inc
  		C Corporation          
(43) Klingensmith Healthcare Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1375204 		Health Care PA HMPG Inc
  		C Corporation          
(44) Lake Erie Medical Group PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3444157 		Health Care PA HMPG Inc
  		C Corporation          
(45) Medical Center Clinic PC

4800 Friendship Avenue
Pittsburgh,PA15224
23-2894939 		Medical Practice PA WPAHS Inc
  		C Corporation          
(46) Optima Imaging

4800 Friendship Avenue
Pittsburgh,PA15224
25-1652874 		Medical Practice PA WPAHS Inc
  		S Corporation          
(47) Palladium Risk Retention Group

409 Broad St Ste 270
Sewickley,PA15143
46-3476730 		Health Care PA HMPG Inc
  		C Corporation          
(48) Park Cardiothoracic & Vascular Inst

565 Coal Valley Rd
Jefferson Hills,PA15025
72-1529328 		Medical Practice PA JRMC
  		C Corporation          
(49) Parker Benefits

PO Box 1948
Parkersburg,WV26102
55-0625743 		TPA WV Highmark Inc
  		C Corporation          
(50) Physician Landing Zone PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3913973 		Health Care PA HMPG Inc
  		C Corporation          
(51) Pittsburgh Bone Joint and Spine Inc

1200 BROOKS LN STE G20
Jefferson Hills,PA15025
25-1203449 		Medical Practice PA JRMC
  		C Corporation          
(52) Pittsburgh Pulmonary & Critical Care Ass

1200 BROOKS LN STE 130
Clairton,PA15025
46-3274101 		Medical Practice PA JRMC
  		C Corporation          
(53) Premier Medical Associates PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1742869 		Health Care PA HMPG Inc
  		C Corporation          
(54) Primary Care Group 10 Inc

3726 Brownsville Rd
Pittsburgh,PA15227
38-3807173 		Medical Practice PA JRMC
  		C Corporation          
(55) Primary Care Group 11 Inc

455 Valley Brook Rd Ste 300
McMurray,PA15317
80-0494617 		Medical Practice PA JRMC
  		C Corporation          
(56) Primary Care Group 12 Inc

17 Arentzen Blvd Ste 101
Charleroi,PA15022
90-0614054 		Medical Practice PA JRMC
  		C Corporation          
(57) Primary Care Group 2 Inc

6011 Baptist Rd Ste 220
Pittsburgh,PA15236
90-0451375 		Medical Practice PA JRMC
  		C Corporation          
(58) Primary Care Group 3 Inc

5426 Mifflin Rd
Pittsburgh,PA15227
90-0451380 		Medical Practice PA JRMC
  		C Corporation          
(59) Primary Care Group 4 Inc

1907 Lebanon Church Rd
West Mifflin,PA15122
80-0403090 		Medical Practice PA JRMC
  		C Corporation          
(60) Primary Care Group 5 Inc

624 Monongahela Ave
Glassport,PA15045
80-0403100 		Medical Practice PA JRMC
  		C Corporation          
(61) Primary Care Group 6 Inc

PO Box 333
West Mifflin,PA15122
45-3684432 		Medical Practice PA JRMC
  		C Corporation          
(62) Primary Care Group 7 Inc

575 Coal Valley Rd
Jefferson Hills,PA15025
90-0503600 		Medical Practice PA JRMC
  		C Corporation          
(63) Primary Care Group 8 Inc

803 Miller Ave
Clairton,PA15025
01-0927360 		Medical Practice PA JRMC
  		C Corporation          
(64) Primary Care Group 9 Inc

1200 Brooks Ln 270
Clairton,PA15025
01-0929359 		Medical Practice PA JRMC
  		C Corporation          
(65) Prime Medical Group PCG 1

1200 Brooks Ln 110
Clairton,PA15025
26-4194208 		Medical Practice PA JRMC
  		C Corporation          
(66) PWH Holdco

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4682160 		Medical Practice PA Highmark Inc
  		C Corporation          
(67) Remworks Sleep Store Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1411844 		Rental & Sales PA Highmark Inc
  		C Corporation          
(68) South Pittsburgh Urology Associates

1200 BROOKS LN STE 220
Clairton,PA15025
46-4954859 		Medical Practice PA JRMC
  		C Corporation          
(69) Specialty Group Practice 1 Inc

575 Coal Valley Rd Ste 365
Clairton,PA15025
35-2367818 		Medical Practice PA JRMC
  		C Corporation          
(70) Standard Property Corporation

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1668093 		Real Estate Opera PA Highmark Inc
  		C Corporation          
(71) Steel Valley Orthopedics & Sports Medici

1200 Brooks Ln 240
Clairton,PA15025
45-3540378 		Medical Practice PA JRMC
  		C Corporation          
(72) The Gateway Group LTD

800 Delaware Avenue
Wilmington,DE198011368
51-0293417 		Benefit Administr DE Highmark Inc
  		C Corporation          
(73) Union Benefit Management Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1845908 		Benefit Plan Mgmt PA Highmark Inc
  		C Corporation          
(74) United Concordia Companies Inc

4401 Deer Path Road
Harrisburg,PA17110
25-1687586 		Dental Insurance PA Highmark Inc
  		C Corporation          
(75) United Concordia Dental Corporation of A

4401 Deer Path Road
Harrisburg,PA17110
63-1028262 		Dental Insurance PA Highmark Inc
  		C Corporation          
(76) United Concordia Dental Plans of Califor

4401 Deer Path Road
Harrisburg,PA17110
23-7328765 		Dental Insurance PA Highmark Inc
  		C Corporation          
(77) United Concordia Dental Plans of Kentuck

4401 Deer Path Road
Harrisburg,PA17110
61-1012900 		Dental Insurance PA Highmark Inc
  		C Corporation          
(78) United Concordia Dental Plans of Pennsyl

4401 Deer Path Road
Harrisburg,PA17110
23-2541529 		Dental Insurance PA Highmark Inc
  		C Corporation          
(79) United Concordia Dental Plans of Texas

4401 Deer Path Road
Harrisburg,PA17110
74-2489037 		Dental Insurance PA Highmark Inc
  		C Corporation          
(80) United Concordia Dental Plans of the Mid

4401 Deer Path Road
Harrisburg,PA17110
38-2289438 		Dental Insurance PA Highmark Inc
  		C Corporation          
(81) United Concordia Dental Plans Inc

4401 Deer Path Road
Harrisburg,PA17110
52-1542269 		Dental Insurance PA Highmark Inc
  		C Corporation          
(82) United Concordia Insurance Company

4401 Deer Path Road
Harrisburg,PA17110
86-0307623 		Dental Insurance PA Highmark Inc
  		C Corporation          
(83) United Concordia Insurance Company of Ne

4401 Deer Path Road
Harrisburg,PA17110
11-3008245 		Dental Insurance PA Highmark Inc
  		C Corporation          
(84) United Concordia Life and Health Insuran

4401 Deer Path Road
Harrisburg,PA17110
23-1661402 		Dental Insurance PA Highmark Inc
  		C Corporation          
(85) United Concordia Services Inc

4401 Deer Path Road
Harrisburg,PA17110
37-1494957 		Dental Insurance PA Highmark Inc
  		C Corporation          
(86) Visionary Properties Inc

175 East Houston Street
San Antonio,TX78205
74-2849554 		Leasing TX Highmark Inc
  		C Corporation          
(87) Visionary Retail Management Inc

175 East Houston Street
San Antonio,TX78205
74-2849552 		Office Administra TX Highmark Inc
  		C Corporation          
(88) Visionworks Distribution Services Inc

175 East Houston Street
San Antonio,TX78205
04-3742989 		Optical Retail TX Highmark Inc
  		C Corporation          
(89) Visionworks Enterprises Inc

175 East Houston Street
San Antonio,TX78205
35-2196998 		Trademarks TX Highmark Inc
  		C Corporation          
(90) Visionworks Lab Services Inc

175 East Houston Street
San Antonio,TX78205
04-3742977 		Optical Retail TX Highmark Inc
  		C Corporation          
(91) Visionworks of America Inc

175 East Houston Street
San Antonio,TX78205
74-2337775 		Retail Sales TX Highmark Inc
  		C Corporation          
(92) Visionworks Inc

175 East Houston Street
San Antonio,TX78205
02-0677066 		Optical Retail TX Highmark Inc
  		C Corporation          
(93) West Penn Corporate Medical Services In

4800 Friendship Avenue
Pittsburgh,PA15224
25-1437405 		Medical Practice PA WPAHS Inc
  		C Corporation          
(94) West Penn Neurosurgery PC

4800 Friendship Avenue
Pittsburgh,PA15224
25-1630719 		Medical Practice PA WPAHS Inc
  		C Corporation          
(95) West Virginia Family Health Plan Inc

1219 Virginia Street East
Charleston,WV25301
45-2763165 		Insurance WV Highmark Inc
  		C Corporation          
Schedule R (Form 990) 2014
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
No
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 . . . . . . . . . . . . . . . . . . . . . . .
1a
 
No
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
 
No
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
Yes
 
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
 
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
Yes
 
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
Yes
 
2
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) Highmark Inc

 1c 10,000,000 GAAP Accounting
(2) Allegheny Health Network

 1b 18,750,000 GAAP Accounting
(3) Highmark Inc

 1p, 1 11,606,728 GAAP Accounting
(4) Allegheny Health Network

 1p, 1 852,901 GAAP Accounting
(5) Highmark Health Solutions

 1q, 1 98,796 GAAP Accounting
(6) Highmark Inc

 1e 71,778,784 GAAP Accounting
Schedule R (Form 990) 2014
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) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(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? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2014
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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