Form990-PF
Click to see attachment

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletInformation about Form 990-PF and its instructions is at www.irs.gov/form990pf.
OMB No. 1545-0052
2015
Open to Public Inspection
For calendar year 2015, or tax year beginning 01-01-2015 , and ending 12-31-2015
Name of foundation
TENNESSEE HEALTH FOUNDATION INC
 
Number and street (or P.O. box number if mail is not delivered to street address)1 CAMERON HILL CIRCLE
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
CHATTANOOGA, TN37402
A Employer identification number

20-0298456
B Telephone number (see instructions)

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

D 1. bullet
2. bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$207,182,955J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet Sch. B .............
3 Interest on savings and temporary cash investments 2,327 903,468  
4 Dividends and interest from securities... 3,343,533 4,484,386  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 6,237,380
b Gross sales price for all assets on line 6a  
7 Capital gain net income (from Part IV, line 2)... 7,965,227
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 705,224 184,031  
12 Total. Add lines 1 through 11........ 10,288,464 13,537,112  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 0 0   0
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 12,150 1,823   10,328
c Other professional fees (attach schedule).... Click to see attachment 855,059 855,059   0
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 136,351 82,794   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy..............        
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 2,890,584 85,827   2,870,084
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 3,894,144 1,025,503   2,880,412
25 Contributions, gifts, grants paid....... 9,117,831 9,117,831
26 Total expenses and disbursements. Add lines 24 and 25 13,011,975 1,025,503   11,998,243
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -2,723,511
b Net investment income (if negative, enter -0-) 12,511,609
c Adjusted net income (if negative, enter -0-)...  
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2015)
Form 990-PF (2015)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 336,615 69,739 69,739
2 Savings and temporary cash investments......... 21,301,406 2,977,550 2,977,550
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions).....      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges..........      
10a Investments—U.S. and state government obligations (attach schedule)      
b Investments—corporate stock (attach schedule)....... 194,967,276 Click to see attachment203,952,243 203,952,243
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule)..........      
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet) Click to see attachment22,359,564 Click to see attachment183,423 Click to see attachment183,423
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 238,964,861 207,182,955 207,182,955
Liabilities 17 Accounts payable and accrued expenses.......... 9,187 91,210
18 Grants payable..................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment19,467,875 Click to see attachment-55,574
23 Total liabilities (add lines 17 through 22)......... 19,477,062 35,636
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 219,487,799 207,147,319
25 Temporarily restricted...............    
26 Permanently restricted...............    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 219,487,799 207,147,319
31 Total liabilities and net assets/fund balances (see instructions). 238,964,861 207,182,955
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
219,487,799
2
Enter amount from Part I, line 27a .....................
2
-2,723,511
3
Other increases not included in line 2 (itemize) bullet
3
0
4
Add lines 1, 2, and 3 ..........................
4
216,764,288
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
9,616,969
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
207,147,319
Form 990-PF (2015)
Form 990-PF (2015)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a SILCHESTER ST CAPITAL GAINS P    
b SILCHESTER LT CAPITAL GAINS BOOK-TAX DIFFERENCE P    
c SILCHESTER LT CAPITAL GAINS P    
d MISCELLANEOUS OTHER INVESTMENTS P    
e IRM ST CAPITAL GAINS P    
IRM LT CAPITAL GAINS BOOK-TAX DIFFERENCE P    
IRM LT CAPITAL GAINS P    
OTHER MARKETABLE SECURITIES GAINS P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a       13,750
b       1,805,615
c       174,761
d       1,441
e       -49,983
      -41,535
      25,830
      6,035,348
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       13,750
b       1,805,615
c       174,761
d       1,441
e       -49,983
      -41,535
      25,830
      6,035,348
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 7,965,227
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)
If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2014 9,255,654 200,793,803 0.046095
2013 7,842,656 168,066,934 0.046664
2012 6,107,244 132,433,040 0.046116
2011 5,278,257 115,203,888 0.045817
2010 4,246,999 103,465,432 0.041048
2
Total of line 1, column (d) .....................
20.225740
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years . . .
3
0.045148
4
Enter the net value of noncharitable-use assets for 2015 from Part X, line 5.....
4
212,307,872
5
Multiply line 4 by line 3......................
5
9,585,276
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
125,116
7
Add lines 5 and 6........................
7
9,710,392
8
Enter qualifying distributions from Part XII, line 4.............
8
11,998,243
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2015)
Form 990-PF (2015)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bullet and enter “N/A" on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 125,116
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 125,116
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 125,116
6 Credits/Payments:
a 2015 estimated tax payments and 2014 overpayment credited to 2015 6a 170,420
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 170,420
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 45,304
11 Enter the amount of line 10 to be: Credited to 2015 estimated taxBullet45,304 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see Instructions
for definition)?.................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changesClick to see attachment....
3
Yes
 
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
 
No
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
 
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletTN
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2015 or the taxable year beginning in 2015 (see instructions for Part XIV)?
    If "Yes," complete Part XIV.............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see instructions) .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement (see instructions).................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletSEE STATEMENT FOR PART XV
    14
    The books are in care ofbulletTREY WHITE Telephone no.bullet (423) 535-7036

    Located atbullet1 CAMERON HILL CIRCLECHATTANOOGATN ZIP+4bullet37402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.......bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16 At any time during calendar year 2015, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country?
    16   No
    See instructions for exceptions and filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR). If "Yes", enter the name of the foreign country bullet  
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see instructions)? ........
    1b
     
    No
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2015?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2015, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2015?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2015 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2015.)..................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2015?
    4b
     
    No
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (Continued)
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? (see instructions)................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see instructions)? ......
    5b
     
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    BETTY W DEVINNEY CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    MARTY G DICKENS VICE CHAIRPERSON
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES B BAKER BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    REGINALD W COOPWOOD BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JD HICKEY BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    HERBERT H HILLIARD BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    LAMAR J PARTRIDGE BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES M PHILLIPS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    EMILY J REYNOLDS BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    PAUL E STANTON BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    MARTHA S WALLEN BOARD MEMBER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    SHELIA D CLEMONS SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JILL OAKS ASSISTANT SECRETARY
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    T RALPH WOODARD JR TREASURER/CRO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JAMES ROCHAT ASSISTANT TREASURER
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    JOHN GIBLIN CFO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    CALVIN ANDERSON EXECUTIVE DIRECTOR
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    TREY WHITE CONTROLLER & CAO
    1.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    DAWN ABEL FOUNDATION DIRECTOR
    20.00     		0 0 0
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 THE BLUECROSS BLUESHIELD OF TENNESSEE HEALTH FOUNDATION FOCUSES ON LARGE-SCALE LASTING HEALTH IMPROVEMENT IN THREE FOCUS AREAS: ACCESS, ACTIVITY, AND ADDICTION. OUR FOUR LARGEST DIRECT CHARITABLE ENDEAVORS WITHIN THAT FRAMEWORK ARE:1. ACCESS-WE AWARDED MORE THAN $2.2 MILLION TO 26 CHARITABLE CLINICS AND RELATED ORGANIZATIONS TO IMPROVE ACCESS TO HEALTHCARE.2. ACTIVITY-WE INVESTED MORE THAN $8.1 MILLION IN PROGRAMS THAT IMPROVED OPPORTUNITIES FOR ACTIVE RECREATION INCLUDING GONOODLE THROUGH WHICH TEACHERS AT ALL 1,100 PUBLIC ELEMENTARY SCHOOLS IN TENNESSEE WERE ABLE TO ENGAGE MORE THAN 250,000 CHILDREN IN 100 MILLION MINUTES OF PHYSICAL ACTIVITY.3. ADDICTION-WE INVESTED CLOSE TO $400,000 IN PROGRAMS THAT ENSURED NEWBORNS DIAGNOSED WITH NEONATAL ABSTINENCE SYNDROME (NAS) RECEIVE PROPER CARE.4. EDUCATION-WE SUPPORTED WITH NEARLY $500,000 THE STATE COLLABORATIVE ON REFORMING EDUCATION (SCORE)WHICH PROVIDES A FRAMEWORK TO ADDRESS THE SOCIO-ECONOMIC FACTORS RELATED TO HEALTH STATUS. 11,200,000
    2  
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    201,621,870
    b
    Average of monthly cash balances.......................
    1b
    13,919,117
    c
    Fair market value of all other assets (see instructions)................
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    215,540,987
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) .............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    215,540,987
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    3,233,115
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    212,307,872
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    10,615,394
    Part XI
    Distributable Amount bullet
    1
    Minimum investment return from Part X, line 6....................
    1
    10,615,394
    2a
    Tax on investment income for 2015 from Part VI, line 5......
    2a
    125,116
    b
    Income tax for 2015. (This does not include the tax from Part VI.)...
    2b
     
    c
    Add lines 2a and 2b............................
    2c
    125,116
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    10,490,278
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    10,490,278
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    10,490,278
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    11,998,243
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    11,998,243
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see instructions).................
    5
    125,116
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    11,873,127
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2014     		(c)
    2014     		(d)
    2015
    1 Distributable amount for 2015 from Part XI, line 7 10,490,278
    2 Undistributed income, if any, as of the end of 2015:
    a Enter amount for 2014 only....... 5,859,475
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2015:
    a From 2010......  
    b From 2011......  
    c From 2012......  
    d From 2013......  
    e From 2014......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2015 from Part
    XII, line 4: bullet$ 11,998,243
    a Applied to 2014, but not more than line 2a 5,859,475
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2015 distributable amount..... 6,138,768
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2015. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2014. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2016. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2015 ..........     		4,351,510
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8Excess distributions carryover from 2010 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2016.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2011....  
    b Excess from 2012....  
    c Excess from 2013....  
    d Excess from 2014....  
    e Excess from 2015....  
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2015, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2015 (b) 2014 (c) 2013 (d) 2012
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or e-mail address of the person to whom applications should be addressed:
    DAWN ABEL FOUNDATION DIRECTOR
    1 CAMERON HILL CIRCLE
    CHATTANOOGA,TN37402
    (423) 535-7163
    bThe form in which applications should be submitted and information and materials they should include:
    WWW.BCBST.COM/WHY-BCBST/ABOUT-US/CORPORATE-RESPONSIBILITY/ TENNESSEE-HEALTH-FOUNDATION/
    cAny submission deadlines:
    SUBMISSIONS MUST BE WITHIN 3 CYCLES: JAN,MAY,SEP
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    WWW.BCBST.COM/WHY-BCBST/ABOUT-US/CORPORATE-RESPONSIBILITY/ TENNESSEE-HEALTH-FOUNDATION/
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    A STEP AHEAD FOUNDATION CHATTANOOGA
    PO BOX 4212
    CHATTANOOGA,TN37405     		NONE 509(A)(1) KEEPING MOMENTUM GOING GRANT 75,000
    AMERICAN CANCER SOCIETY INC
    2000 CHARLOTTE AVENUE
    NASHVILLE,TN37203     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - CANCER 80,000
    AMERICAN DIABETES ASSOCIATION
    4660 OLD BROADWAY
    KNOXVILLE,TN37918     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - DIABETES 25,000
    AMERICAN HEART ASSOCIATION
    PO BOX 4002900
    DES MOINES,IA50340     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - CARDIOVASCULAR 98,000
    AMERICAN LUNG ASSOCIATION OF TN
    ONE VINTAGE WAY SUITE C-120
    NASHVILLE,TN37228     		NONE 509(A)(1) STATEWIDE DISEASE-PREVENTION PROGRAMS - RESPIRATORY 22,500
    ANTIOCH MIDDLE PREP
    5050 BLUE HOLE ROAD
    ANTIOCH,TN37013     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    ARTHRITIS FOUNDATION SE REGION INC
    209 10TH AVENUE S SUITE 123
    NASHVILLE,TN37203     		NONE 509(A)(1) STATEWIDE PARTNERSHIP SUPPORT - ARTHRITIS 20,000
    BOYS & GIRLS CLUBS OF GREATER MEMPHIS
    PO BOX 41167
    MEMPHIS,TN38174     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 15,000
    CAMPBELL COUNTY BOARD OF EDUCATION
    6691 HIGHWAY 297
    PIONEER,TN37847     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,798
    CATHOLIC CHARITIES OF EAST TENNESSEE
    119 DAMERON AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 5,000
    CENTRAL ELEMENTARY SCHOOL
    252 TAYLORTOWN ROAD
    JOHNSON CITY,TN37601     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,680
    CENTRO HISPANO DE EAST TENNESSEE
    2455 SUTHERLAND AVENUE
    KNOXVILLE,TN37919     		NONE 509(A)(1) HEALTH ACCESS AND WELLNESS PROJECT 25,000
    COFFEE COUNTY BOARD OF EDUCATION
    1343 MCARTHUR STREET
    MANCHESTER,TN37355     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,461
    COLLIERVILLE MIDDLE SCHOOL
    580 QUINN ROAD
    COLLIERVILLE,TN38017     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,104
    COMMUNITY TABLE HEALTH ALLIANCE
    6027 WALNUT GROVE RD SUITE 215
    MEMPHIS,TN38120     		NONE 509(A)(1) SHAPE THE STATE GRANT 5,000
    COMMUNITY CLINIC OF SHELBYVILLE
    200 DOVER STREET SUITE 2013
    SHELBYVILLE,TN37160     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 6,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 509(A)(1) SOLUTIONS TO OBSTETRICS IN RURAL COUNTIES (STORC) 300,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 509(A)(1) MIRACLE FIELD GRANT 125,000
    COMMUNITY FOUNDATION OF GREATER CHATTANOOGA
    1270 MARKET STREET
    CHATTANOOGA,TN37402     		NONE 509(A)(1) HOWARD SCHOOL WEIGHT ROOM GRANT 10,000
    COOKEVILLE COMMUNITY PLAYGROUND
    370 S LOWE AVENUE SUITE A-391
    COOKEVILLE,TN38501     		NONE 509(A)(1) HEART OF THE CITY PLAYGROUND GRANT 60,000
    COUNTRY MUSIC HALL OF FAME AND MUSEUM
    222 5TH AVENUE SOUTH
    NASHVILLE,TN37203     		NONE 509(A)(1) BLUECROSS DISTANCE LEARNING LAB IN TAYLOR SWIFT EDUCATION CENTER 100,000
    CUMBERLAND COUNTY BOARD OF EDUCATION
    240 SCHOOL ROAD
    CRAB ORCHARD,TN37723     		NONE 509(A)(1) SHAPE THE STATE GRANT 299
    DAYSPRING FAMILY HEALTH CENTER
    PO BOX 540
    JELLICO,TN37762     		NONE 509(A)(1) WELLSPRING OB RECOVERY CENTER GRANT 200,000
    DEAFMD
    255 CLIFTON BLVD SUITE 313
    WESTMINISTER,MD21157     		NONE 509(A)(1) ONLINE RESOURCES FOR DEAF GRANT 75,000
    DISPENSARY OF HOPE LLC
    PO BOX 70732
    NASHVILLE,TN37228     		NONE 509(A)(1) ACCESS TO PRESCRIPTION MEDS GRANT 250,000
    EAST TENNESSEE STATE UNIVERSITY
    PO BOX 70732
    JOHNSON CITY,TN37614     		NONE 509(A)(1) REGIONAL ROAD MAP/HEALTHY WEST GRANT 150,000
    EAST TN CHILDREN'S HOSPITAL ASSOCIATION
    2018 WEST CLINCH AVENUE
    KNOXVILLE,TN37916     		NONE 509(A)(1) NEONATAL ABSTINENCE SYNDROME UNIT GRANT 200,000
    EIGHTEENTH AVENUE FAMILY ENRICHMENT CENTER
    1811 OSAGE STREET
    NASHVILLE,TN37208     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    ERLANGER HEALTH SYSTEM FOUNDATIONS
    975 EAST THIRD STREET
    CHATTANOOGA,TN37403     		NONE 509(A)(1) CHILDHOOD HEALTHY EATING AND ACTIVE LIVING CENTER 125,000
    FAITH FAMILY MEDICAL CENTER
    326 21ST AVENUE NORTH
    NASHVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 113,259
    FIRST BAPTIST CHURCH OF CLINTON TN INC
    225 N MAIN STREET
    CLINTON,TN37716     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 15,000
    FREE MEDICAL CLINIC OF AMERICA INC
    6209 CHAPMAN HIGHWAY
    KNOXVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 5,000
    FREE MEDICAL CLINIC OF OAK RIDGE INC
    116 EAST DIVISION ROAD
    OAK RIDGE,TN37830     		NONE 509(A)(1) HEALTHY HABITS, HEALTHY LIVES PROGRAM 22,500
    FRIENDS IN NEED HEALTH CENTER INC
    1105 WEST STONE DRIVE
    KINGSPORT,TN37660     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 140,000
    FRIENDS OF OUTDOOR CHATTANOOGA INC
    200 RIVER STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) BIKE CHATTAOOGA GRANT 150,000
    GIRLS INC OF CHATTANOOGA
    709 SOUTH GREENWOOD AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) INFANT MORTALITY PUBLIC AWARENESS CAMPAIGN (IMPACT) 71,927
    GOVERNOR'S BOOKS FROM BIRTH FOUNDATION
    312 ROSA PARKS AVENUE 27TH FLOOR
    NASHVILLE,TN37243     		NONE 509(A)(1) STATEWIDE BOOKS FOR PRESCHOOLERS GRANT 250,000
    GOVERNORS FOUNDATION FOR HEALTH AND WELLNESS
    511 UNION ST STE 720
    NASHVILLE,TN37219     		NONE 509(A)(1) HEALTHIER TENNESSEE PROGRAM 1,000,000
    GRANDVIEW HEIGHTS MIDDLE SCHOOL
    2342 CLIFTON AVENUE
    MEMPHIS,TN38127     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    GREATER KINGSPORT FAMILY YMCA
    1840 MEADOWVIEW PARKWAY
    KINGSPORT,TN37660     		NONE 509(A)(1) GREATER KINGSPORT FAMILY YMCA, PHASE II EXPANSION 800,000
    HANCOCK COUNTY BOARD OF EDUCATION
    2700 MAIN STREET
    SNEEDVILLE,TN37869     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,935
    HARDIN COUNTY BOARD OF EDUCATION
    1970 HIGHWAY 57
    COUNCE,TN38326     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 1,000
    HEALING HANDS HEALTH CENTER
    210 MEMORIAL DRIVE
    BRISTOL,TN37620     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    HEALTHY NETWORKS DESIGN & RESEARCH
    881 NE 72ND TERRACE
    MIAMI,FL33138     		NONE 509(A)(1) ORGANWISE GUYS EVALUATION GRANT 131,444
    HELEN ROSS MCNABB CENTER
    201 WEST SPRINGDALE AVENUE
    KNOXVILLE,TN37917     		NONE 509(A)(1) GEOGRAPHIC EXPANSION - BEHAVIORAL HEALTH PROGRAMS 133,334
    HICKMAN COUNTY BOARD OF EDUCATION
    1639 BULLDOG BLVD
    CENTERVILLE,TN37033     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,080
    HIGH RISK OBSTETRICAL CONSULTANTS PLLC
    1924 ALCOA HIGHWAY SUITE 6-SOUTH
    KNOXVILLE,TN37920     		NONE 509(A)(1) NEONATAL ABSTINENCE SYNDROME AND HEP-C RESEARCH PROJECT 62,600
    HIWASSEE COLLEGE
    225 HIWASSEE COLLEGE DRIVE
    MADISONVILLE,TN37354     		NONE 509(A)(1) MOBILE DENTAL UNIT AND SIMULATION PROGRAM 180,000
    HOPE FAMILY HEALTH SERVICES
    12124 TENNESSEE 52
    WESTMORELAND,TN37186     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 7,500
    HOPE FOR THE INNER CITY
    1800 ROANOKE AVENUE
    CHATTANOOGA,TN37406     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    IMPACT AMERICA - TENNESSEE
    280 TILLMAN STREET
    MEMPHIS,TN38112     		NONE 509(A)(1) FOCUSFIRST HIGH TECH VISION CA 17,000
    J T MOORE MIDDLE SCHOOL
    4425 GRANNY WHITE PIKE
    NASHVILLE,TN37204     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,145
    JDRF
    506 HALLE PARK DRIVE SUITE 101
    COLLIERVILLE,TN38017     		NONE 509(A)(1) PARTNERSHIP FOR 2015 JDRF ONE WALKS 3,000
    JOELTON MIDDLE PREP
    3500 OLD CLARKSVILLE PIKE
    JOELTON,TN37080     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    JOHNSON COUNTY SCHOOLS
    500 FAIRGROUND LANE
    MOUNTAIN CITY,TN37683     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    KNOWLEDGE QUEST
    590 JENNETTE PLACE
    MEMPHIS,TN38126     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    KNOXVILLE NEWS SENTINEL CHARITIES INC
    2332 NEWS SENTINEL DRIVE
    KNOXVILLE,TN37921     		NONE 509(A)(1) FREE FLU SHOT SATURDAY 2015 60,000
    LA PAZ CHATTANOOGA
    1402 BAILEY AVENUE
    CHATTANOOGA,TN37404     		NONE 509(A)(1) COMMUNITY HEALTH WORKER FOR LATINO POPULATION GRANT 85,000
    LIPSCOMB ACADEMY
    3901 GRANNY WHITE PIKE
    NASHVILLE,TN37204     		NONE 509(A)(1) SHAPE THE STATE GRANT 7,000
    MAKE A DIFFERENCE INC
    2606 CORPORATE AVENUE EAST SUITE
    237
    MEMPHIS,TN38132     		NONE 509(A)(1) WRAPAROUND TREATMENT SERVICES 75,000
    MARCH OF DIMES
    1101 KERMIT DRIVE SUITE 201
    NASHVILLE,TN37217     		NONE 509(A)(1) STATEWIDE PARTNERSHIP GRANT 50,000
    MARION COUNTY BOARD OF EDUCATION
    601 ELM AVENUE
    JASPER,TN37347     		NONE 509(A)(1) SHAPE THE STATE GRANT 2,209
    MAURY MIDDLE SCHOOL
    965 MAURY CIRCLE
    DANDRIDGE,TN37725     		NONE 509(A)(1) SHAPE THE STATE GRANT 370
    MEDICAL EDUCATION AND RESEARCH INSTITUTE
    44 S CLEVELAND
    MEMPHIS,TN38104     		NONE 509(A)(1) SIMULATED PEDIATRIC PATIENT SAFETY TRAINING FOR RURAL HOSPITALS AND EMS 75,000
    MEMPHIS GRIZZLIES FOUNDATION
    191 BEALE STREET
    MEMPHIS,TN38103     		NONE 509(A)(1) RIVERFIT GRANT 200,000
    MENTAL HEALTH ASSOCIATION OF EAST TN INC
    PO BOX 32731
    KNOXVILLE,TN37930     		NONE 509(A)(1) PEER RECOVERY CALL CENTER GRANT 50,000
    METROPOLITAN NASHVILLE PUBLIC SCHOOLS
    915 38TH AVENUE NORTH
    NASHVILLE,TN37209     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    MHAMT (MENTAL HEALTH ASSOCIATION OF MIDDLE TENNESSEE)
    295 PLUS PARK BOULEVARD SUITE 201
    NASHVILLE,TN37217     		NONE 509(A)(1) SUICIDE INTERVENTION SKILLS 85,000
    MICROCLINIC INTERNATIONAL
    388 MARKET STREET SUITE 1300
    SAN FRANCISCO,CA94111     		NONE 509(A)(1) MICROCLINICS IN EAST TENNESSEE GRANT 146,854
    MILLINGTON MIDDLE SCHOOL
    4964 CUBA MILLINGTON ROAD
    MILLINGTON,TN38053     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    MOUNTAIN STATES FOUNDATION
    2335 KNOB CREEK ROAD STE 101
    JOHNSON CITY,TN37604     		NONE 509(A)(1) COMMUNITY HEALTH INITIATIVES GRANT 250,000
    NASHVILLE PUBLIC LIBRARY FOUNDATION
    615 CHURCH STREET
    NASHVILLE,TN37219     		NONE 509(A)(1) WELLNESS PROGRAMMING IN LIBRARY BRANCHES GRANT 50,000
    NEW BALLET ENSEMBLE & SCHOOL
    2157 YORK AVENUE
    MEMPHIS,TN38104     		NONE 509(A)(1) SHAPE THE STATE GRANT 5,000
    NORTH CUMBERLAND ELEMENTARY
    7657 HIGHWAY 127N
    CROSSVILLE,TN38571     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,000
    NORTHSIDE NEIGHBORHOOD HOUSE
    211 MINOR STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) HEALTHY FAMILIES PROGRAM 40,000
    PARK CENTER INC
    801 12TH AVENUE SOUTH
    NASHVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    RISE UP
    1500 E MILLARD STREET
    JOHNSON CITY,TN37602     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    ROCKETOWN OF MIDDLE TENNESSEE
    601 FOURTH AVENUE SOUTH
    NASHVILLE,TN37210     		NONE 509(A)(1) CHARITABLE CONTRIBUTION 100,000
    SCULPTURE FIELDS AT MONTAGUE PARK
    1100 E 16TH STREET
    CHATTANOOGA,TN37408     		NONE 509(A)(1) CHARITABLE CONTRIBUTION 25,000
    SHELBY COUNTY BOARD OF EDUCATION
    160 S HOLLYWOOD STREET
    MEMPHIS,TN38112     		NONE 509(A)(1) SHAPE THE STATE GRANT 5,000
    SHELBY FARMS PARK CONSERVANCY
    6489 MULLINS STATION ROAD
    MEMPHIS,TN38134     		NONE 509(A)(1) BIKE RENTAL & BIKE RECYCLE 30,000
    SIGNAL CENTERS
    109 NORTH GERMANTOWN ROAD
    CHATTANOOGA,TN37411     		NONE 509(A)(1) BABY UNIVERSITY GRANT 125,000
    SILOAM FAMILY HEALTH CENTER
    820 GALE LN
    NASHVILLE,TN37204     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 10,000
    SKYUKA HALL
    1200 MOUNTAIN CREEK ROAD SUITE 400
    CHATTANOOGA,TN37405     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,205
    SPRING HILL SCHOOL
    88 STATE ROUTE 188
    TRENTON,TN38382     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,673
    ST MARY'S CHURCH AND SCHOOL
    323 VERMONT AVENUE
    OAK RIDGE,TN37830     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,514
    TEAM BRIDGES
    477 NORTH FIFTH STREET
    MEMPHIS,TN38105     		NONE 509(A)(1) VISION 2020 PROGRAM 50,000
    TENNESSEE CHARITABLE CARE NETWORK
    326 21ST AVENUE NORTH
    NASHVILLE,TN37203     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 15,000
    THE COALITION FOR KIDS INC
    2308 WATAUGA ROAD
    JOHNSON CITY,TN37601     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 10,000
    THE MUSE KNOXVILLE
    PO BOX 6204
    KNOXVILLE,TN37914     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 20,000
    THE NEW BEGINNINGS CENTER
    509 CRAIGHEAD ST SUITE 100
    NASHVILLE,TN37204     		NONE 509(A)(1) INDIVIDUAL WELLNESS COACHING GRANT 25,000
    THE NEXT DOOR INC
    402 22ND AVENUE N
    NASHVILLE,TN37203     		NONE 509(A)(1) TEAM BLUE PROJECT SUPPORT 60,000
    THE TRUST FOR PUBLIC LAND
    202 TREMONT STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) FITNESS ZONES 450,000
    THERF
    5201 VIRGINIA WAY
    BRENTWOOD,TN37027     		NONE 509(A)(1) SURGICAL QUALITY IMPROVEMENT PROGRAM 250,000
    TN SCORE
    1207 18TH AVENUE SOUTH SUITE 326
    NASHVILLE,TN37212     		NONE 509(A)(1) STATE COLLABORATIVE ON REFORMING EDUCATION GRANT 250,000
    TUSCULUM COLLEGE
    PO BOX 5048
    GREENEVILLE,TN37743     		NONE 509(A)(1) NURSE SIMULATION CENTER GRANT 116,159
    UNITED WAY OF METROPOLITAN NASHVILLE
    250 VENTURE CIRCLE
    NASHVILLE,TN37228     		NONE 509(A)(1) SPORTS PLAY AND ACTIVE RECREATION FOR KIDS (SPARK) AFTER SCHOOL PROGRAM 205,408
    UNIVERSITY OF MEMPHIS
    106 ROBINSON HALL
    MEMPHIS,TN38152     		NONE 509(A)(1) FINAL GRANT PAYMENT FITKIDS 275,000
    UNIVERSITY OF TENNESSEE AT CHATTANOOGA
    615 MCCALLIE AVENUE DEPT 5605
    CHATTANOOGA,TN37403     		NONE 509(A)(1) GERONTOLOGY CHAIR - SCHOOL OF NURSING 500,000
    VOLUNTEERS IN MEDICINE CHATTANOOGA
    5705 MARLIN ROAD STE 1400
    CHATTANOOGA,TN37411     		NONE 509(A)(1) CHARITABLE CLINIC SUPPORT 6,000
    WARREN COUNTY MIDDLE SCHOOL
    200 CALDWELL STREET
    MCMINNVILLE,TN37110     		NONE 509(A)(1) SHAPE THE STATE GRANT 1,554
    WELCOME HOME OF CHATTANOOGA
    224 WEST 18TH STREET
    CHATTANOOGA,TN37405     		NONE 509(A)(1) HOSPICE FOR THE HOMELESS PROGRAM GRANT 120,000
    YMCA OF METROPOLITAN CHATTANOOGA
    301 W 6TH STREET
    CHATTANOOGA,TN37402     		NONE 509(A)(1) ANNUAL SUPPORT CAMPAIGN 2015 10,000
    YOUNG WOMENS LEADERSHIP ACADEMY FOUNDATION
    PO BOX 3837
    CHATTANOOGA,TN37404     		NONE 509(A)(1) GET FIT CGLA 115,319
    Total .................................bullet 3a 9,117,831
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3
    Interest on savings and temporary cash investments ...........     		    14 2,327  
    4 Dividends and interest from securities....     14 3,343,533  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6
    Net rental income or (loss) from personal property     		         
    7 Other investment income.....          
    8
    Gain or (loss) from sales of assets other than inventory ............     		    14 6,237,380  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue:
    aCONTRIBUTED SERVICES     		  705,224      
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 705,224 9,583,240 0
    13Total. Add line 12, columns (b), (d), and (e)..................
    1310,288,464
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    Form 990-PF (2015)
    Form 990-PF (2015)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2015)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2015 AccountingFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    AUDIT & TAX SERVICE EXP 12,150 1,823   10,328

    TY 2015 GeneralExplanationAttachment
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Identifier Return Reference Explanation
    REVISED BYLAWS FORM 990-PF, PART V11-A, LINE 3 COPY OF REVISED BYLAWS

    TY 2015 InvestmentsCorpStockSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Name of Stock End of Year Book Value End of Year Fair Market Value
    ALTRIA GROUP INC 512,306 512,306
    AMERICAN EXPRESS CO COM 669,697 669,697
    AMERIPRISE FINL INC 350,228 350,228
    AT & T INC COM 817,031 817,031
    AURORA OFFSHORE FD LTD II CL A 0 0
    BABSON FLOATING RATE INCOME 8,401,810 8,401,810
    BAILLIE GIFFORD EMG MKTS 13,921,624 13,921,624
    BANK OF AMERICA CORP 953,840 953,840
    BP PLC 544,549 544,549
    CARDINAL HEALTH INC COM 0 0
    CHEVRONTEXACO CORP 602,732 602,732
    CITIGROUP INC 0 0
    CONOCOPHILLIPS 538,382 538,382
    CRH PLC 537,522 537,522
    DOUBLELINE TOTAL RETURN BOND F 35,091,653 35,091,653
    EATON VANCE PARAMETRIC TAX-MGD EMERGING MARKETS FUND 0 0
    ENTERGY CORP NEW COM 686,608 686,608
    GENERAL DYNAMICS CORP COM 837,347 837,347
    GENERAL ELEC CO COM 331,062 331,062
    HONEYWELL INTL INC COM 924,155 924,155
    ILLINOIS TOOL WKS INC COM 0 0
    INTEL CORP CALIF COM 416,535 416,535
    IR&M CORE BOND FD II 25,693,336 25,693,336
    ISHARES S&P 500 INDEX FUNDS 31,246,363 31,246,363
    J P MORGAN CHASE & CO 1,009,995 1,009,995
    JOHNSON & JOHNSON COM 1,011,792 1,011,792
    JOHNSON CTLS INC COM 486,240 486,240
    LENNAR CORP COM 654,563 654,563
    MAINSTAY CONVERTIBLE FUND 13,630,216 13,630,216
    MATTEL INC COM 0 0
    MEDTRONIC INC COM 1,091,572 1,091,572
    MERCK & CO INC NEW 916,902 916,902
    MICROSOFT CORP COM 572,776 572,776
    NORFOLK SOUTHN CORP COM 533,848 533,848
    OCCIDENTAL PETE CORP COM 542,097 542,097
    ORACLE CORPORATION COM 468,022 468,022
    PFIZER INC COM STK USD0.05 912,878 912,878
    PHILIP MORRIS INTL INC COM 928,066 928,066
    PHILLIPS 66 682,048 682,048
    PNC FINANCIAL SERVICES GROUP 821,191 821,191
    RAYTHEON CO NEW 675,451 675,451
    RIO TINTO PLC 116,975 116,975
    SANOFI 231,120 231,120
    SELECTINVEST MULTISTRATEGY LTD 158,020 158,020
    SILCHESTER INT'L EQUITY TRUST 33,606,450 33,606,450
    SOUTHWEST AIRLS CO COM 471,163 471,163
    STANLEY BLACK & DECKER 827,371 827,371
    STATE STREET CORP 683,973 683,973
    TARGET CORP COM 641,509 641,509
    UNITED TECHNOLOGIES CORP COM 518,778 518,778
    VERIZON COMMUNICATIONS COM 819,712 819,712
    WAL MART STORES INC COM 777,100 777,100
    WELLS FARGO & CO NEW COM 1,090,679 1,090,679
    WELLS FARGO ADVANTAGE SMALL CO 15,510,285 15,510,285
    WHIRLPOOL CORP COM 484,671 484,671

    TY 2015 OtherAssetsSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    EQ/MMF INTEREST RECEIVABLE 1,681 83,423 83,423
    INVESTMENT RECEIVABLE 22,357,883 0 0
    MISC REC - OTHER 0 100,000 100,000


    TY 2015 OtherDecreasesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Description Amount
    UNREALIZED LOSS 9,616,969


    TY 2015 OtherExpensesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PROGRAM SUPPORT 2,184,860 0   2,164,860
    DUES 500 0   0
    OTHER PASSTHROUGH INVESTMENT EXPENSES 0 85,827   0
    ADMIN EXPENSE ALLOCATED BY BCBST 705,224 0   705,224


    TY 2015 OtherIncomeSchedule2
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    OTHER INCOME FROM PASS THROUGH   184,031  
    CONTRIBUTED SERVICES 705,224   705,224


    TY 2015 OtherLiabilitiesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Description Beginning of Year - Book Value End of Year - Book Value
    FRANCHISE & EXCISE TAX PAYABLE 8,091 -55,820
    INVESTMENT PURCHASES PAYABLE 19,459,538 0
    ESCHEATS PAYABLE 246 246


    TY 2015 OtherProfessionalFeesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MANAGEMENT FEES 855,059 855,059   0


    TY 2015 TaxesSchedule
    Name:
    TENNESSEE HEALTH FOUNDATION INC
    EIN:
    20-0298456
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    TAX AND LICENSE 262 0   0
    FOREIGN TAXES FROM PASS THROUGH 0 82,794   0
    EXCISE TAX 136,089 0   0