TY 2018 Form 990

- TIN:

Form990

Department of the TreasuryInternal Revenue Service

Return of Organization Exempt From Income Tax

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

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

A For the 2019 calendar year, or tax year beginning 01-01-2018 , and ending 12-31-2018

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

CName of organization
AVMED INC

Doing business as

Number and street (or P.O. box if mail is not delivered to street address)
SANTAFE HEALTHCAREINC PO BOX 749

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
GAINESVILLE, FL326270749

D Employer identification number

59-2742907

E Telephone number

G Gross receipts $ 1,078,621,012

F Name and address of principal officer:
MICHAEL P GALLAGHER
SANTAFE HEALTHCAREINC PO BOX 749
GAINESVILLE,FL326270749

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

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

Website:

WWW.AVMED.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
included?

Yes No

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

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1986

M State of legal domicile: FL

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TO HELP OUR MEMBERS LIVE HEALTHIER BY PROVIDING HIGH QUALITY HEALTH CARE PLANS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	13
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	12
5	Total number of individuals employed in calendar year 2018 (Part V, line 2a) ......	5	757
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	6,798
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	1,141,166,460	982,103,973
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	36,686,145	8,401,150
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	663,995	923,446
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	1,178,516,600	991,428,569
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	62,410,343	55,893,917
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	1,119,529,073	918,705,163
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,181,939,416	974,599,080
19	Revenue less expenses. Subtract line 18 from line 12.......	-3,422,816	16,829,489
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	363,213,925	282,263,907
21	Total liabilities (Part X, line 26).............	275,217,965	183,848,483
22	Net assets or fund balances. Subtract line 21 from line 20.....	87,995,960	98,415,424

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

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

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y Form 990 (2018)

Form 990 (2018)

Page 2

Part III

Statement of Program Service Accomplishments

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

Briefly describe the organization’s mission: THE MISSION OF AVMED, INC. (AVMED) IS TO HELP OUR MEMBERS LIVE HEALTHIER BY PROVIDING ACCESS TO HIGH QUALITY, AFFORDABLE HEALTH CARE SERVICES THROUGH A NETWORK OF CREDENTIALED HEALTH CARE PROVIDERS LOCATED THROUGHOUT AVMED INC.'S SERVICE AREAS. AVMED PROVIDES AFFORDABLE, NON-COMMERCIAL-TYPE HEALTH BENEFITS CONTRACTS, EDUCATES ITS ENROLLEES ABOUT HEALTH ISSUES, PROVIDES WELLNESS AND DISEASE PREVENTION PROGRAMS, CONDUCTS HEALTH FAIRS, PROVIDES DISEASE AND CHRONIC CARE MANAGEMENT PROGRAMS, MANAGES COMPLEX CASES, AND PROVIDES PRESCRIPTION DRUGS AND CERTAIN MEDICAL RESEARCH PROGRAMS. AVMED OFFERS ITS PROGRAM OF SERVICES AT AFFORDABLE FIXED PRICES TO FLORIDA EMPLOYERS AND VULNERABLE POPULATIONS INCLUDING INDIVIDUALS, SMALL EMPLOYER GROUPS AND SENIOR CITIZENS THROUGH THE MEDICARE ADVANTAGE PROGRAM (INCLUDING PRESCRIPTION DRUGS).

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

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

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

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

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


4a	(Code: ) (Expenses $ 910,654,252 including grants of $ ) (Revenue $ 982,208,255 )
	AVMED PROVIDED HEALTH MAINTENANCE ORGANIZATION SERVICES TO EMPLOYERS AND INDIVIDUALS, INCLUDING SMALL EMPLOYER GROUPS AND SENIOR CITIZENS, REPRESENTING 1,458,719 MEMBER MONTHS OF NETWORK ACCESS, 1,715,468 DRUG PRESCRIPTIONS, AND 57,007 DAYS OF INPATIENT CARE. AVMED ALSO PROVIDED ADMINISTRATIVE SERVICES FOR SELF-FUNDED HEALTH CARE PLANS.IN ADDITION, AVMED PROVIDED EDUCATION, WELLNESS AND DISEASE PREVENTION, HEALTH FAIRS, DISEASE AND CHRONIC CARE MANAGEMENT, MANAGEMENT OF COMPLEX CASES, CLINICAL EDUCATION AND COORDINATION, AND OTHER HEALTH IMPROVEMENT SERVICES. AVMED EARNED A "COMMENDABLE" ACCREDITATION STATUS FOR ITS MEDICARE PRODUCT AND A "COMMENDABLE" STATUS FOR ITS COMMERCIAL PRODUCTS FROM THE NATIONAL COMMITTEE FOR QUALITY ASSURANCE (NCQA) FOR ITS PROGRAMS OF HEALTH CARE. AVMED ANNUALLY MEASURES THE HEALTH CARE PERFORMANCE OF ITS NETWORK OF PROVIDERS THROUGH THE HEALTHCARE EFFECTIVENESS DATA AND INFORMATION SET (HEDIS) PROCESS. HEDIS INCLUDES 95 MEASURES ACROSS 7 DOMAINS OF CARE.FOR HEDIS 2018, AVMED'S RESULTS WERE RANKED AT THE 75TH PERCENTILE OR HIGHER NATIONALLY FOR 8 OF THE 38 HEALTH CARE MEASURES AND AT THE 50TH PERCENTILE OR HIGHER FOR 15 OF THE 38 HEALTH CARE MEASURES USED IN THE NCQA ACCREDITATION SCORING FOR ITS COMMERCIAL PRODUCTS. FOR THE MEDICARE PRODUCT, AVMED'S RESULTS WERE RANKED AT THE 75TH PERCENTILE OR HIGHER FOR 6 OF THE 25 HEALTH CARE MEASURES AND AT THE 50TH PERCENTILE OR HIGHER FOR 12 OUT OF THE 25 HEALTH CARE MEASURES USED IN THE NCQA ACCREDITATION SCORING.AVMED ALSO ANNUALLY MEASURES THE SATISFACTION OF ITS MEMBERS THROUGH THE CONSUMER ASSESSMENT OF HEALTHCARE PROVIDERS AND SYSTEMS (CAHPS) SURVEY. THE SURVEY PROVIDES INFORMATION ON THE EXPERIENCES OF AVMED MEMBERS WITH THE HEALTH PLAN AND HOW WELL THE HEALTH PLAN MEETS MEMBERS' EXPECTATIONS. THE MAJORITY OF AVMED'S MEMBERS WHO RESPONDED TO THE 2018 ANNUAL SURVEY RATED AVMED OVERALL AS A HEALTH PLAN AT 8, 9, OR 10 ON A SCALE OF 0 TO 10, WHERE 10 IS THE HIGHEST RATING (73.64% OF COMMERCIAL MEMBERS AND 83.52% OF MEDICARE MEMBERS).IN ADDITION TO HELPING MEMBERS LIVE HEALTHIER, AVMED HELPS BUILD HEALTHIER COMMUNITIES IN EACH MARKET IT SERVES. IN 2018, AVMED CONTINUED TO DEFINE WHAT IT MEANS TO BE WELLFLUENT. A COMBINATION OF WELL-BEING AND AFFLUENT, WELLFLUENT IS HAVING OR STRIVING TO HAVE A BALANCED LIFE, RICH IN WHAT MATTERS MOST: HEALTH AND HAPPINESS. BY DEVELOPING AND IMPLEMENTING PROGRAMS THAT ENCOURAGE THIS LIFESTYLE, AVMED ADVOCATES FOR ITS 275,000 MEMBERS AND FOR THEIR FLORIDIAN NEIGHBORS. AVMED ALSO CONTINUED ITS PARTNERSHIP WITH BROWARD BCYCLE IN 2018. THE BIKE SHARING PROGRAM, AVMED RIDES, MAINTAINS 250 BICYCLES ACROSS 24 STATIONS IN CITIES FROM HOLLYWOOD, FLORIDA TO POMPANO BEACH, FLORIDA. IN 2018, AVMED RIDES SAW MORE THAN 32,000 RIDES, 5.9 MILLION CALORIES BURNED, AND MORE THAN 152,000 POUNDS OF CO2 EMISSIONS REDUCED. THE PROGRAM CONTINUES TO HAVE AN IMMEDIATE POSITIVE IMPACT ON THE COMMUNITY AS A POPULAR ATTRACTION FOR LOCALS AND VISITORS ALIKE, PROMOTING ENVIRONMENTAL AND PERSONAL HEALTH BENEFITS. AVMED SUPPORTED MIAMI-DADE COUNTY'S BIKE305 PROGRAM, WHICH CULMINATED WITH BIKE TO WORK DAY. THIS PROGRAM SHOWED RESIDENTS HOW EASY IT IS TO COMMUTE MORE HEALTHILY BY COMBINING THE EFFICIENCY OF PUBLIC TRANSPORTATION WITH THE OPEN AIR EXPERIENCE OF A BICYCLE RIDE. ALL MIAMI-DADE COUNTY PUBLIC TRANSPORTATION OPTIONS ACCOMMODATE BICYCLES ON BOARD, SO THIS ONE DAY IS DESIGNED TO DEVELOP HEALTHY HABITS THAT LAST A LIFETIME.

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 expenses910,654,252

Form 990 (2018)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

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

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

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

Yes

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

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

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

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

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

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

...

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

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

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

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

Yes

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

......

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

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

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

11a

Yes

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

.......

11b

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

.......

11c

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

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

11d

Yes

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

11e

Yes

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

11f

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

Yes

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

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

14a

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

14a

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

14b

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

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

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

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

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

20a

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

20a

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

20b

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.....

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........

Form 990 (2018)

Page 4

Part IV

Checklist of Required Schedules (continued)

Yes

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

Yes

24a

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

24a

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

24b

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

24c

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

24d

25a

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

25a

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

25b

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

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.........

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

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

28a

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

28b

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

28c

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

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

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

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

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

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

Yes

35a

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

35a

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 ...

35b

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

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

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

Yes

Part V

Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........

Yes

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

16,605

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

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

Yes

Form 990 (2018)

Page 5

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

757

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)

Yes

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10a

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

10b

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

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

11a

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

11b

12a

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

12a

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

12b

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

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

13a

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

13b

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

13c

14a

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

14a

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

14b

Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? If "Yes," see instructions and file Form 4720, Schedule N .....

Is the organization an educational institution subject to the section 4968 excise tax on net investment income?
If "Yes," complete Form 4720, Schedule O ................

Form 990 (2018)

Page 6

Part VI

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

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

Section A. Governing Body and Management

Yes

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

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

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

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

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

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

Yes

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

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

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

Yes

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

Yes

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

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

Yes

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

Yes

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

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

Yes

10a

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

10a

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

10b

11a

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

11a

Yes

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

12a

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

12a

Yes

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

12b

Yes

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

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

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

16a

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

16a

Yes

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

Yes

Section C. Disclosure

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

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

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

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

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

RANDALL L STUART ASST TREASURER4300 NW 89TH BLVD GAINESVILLE,FL326065688 (352) 337-8730

Form 990 (2018)

Page 7

Part VII

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

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

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

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

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

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

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

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

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

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

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) GLENDA E HOOD...................................................................... CHAIRMAN/DIRECTOR	2.20 ................. 0.80	X	X	0	77,027	0
(2) JACKSON N SASSER PHD...................................................................... VICE CHAIRMAN/DIRECTOR	0.70 ................. 0.80	X	X	0	64,277	0
(3) ALBERT E DOTSON PHD...................................................................... SECRETARY/DIRECTOR	0.70 ................. 0.80	X	X	0	61,877	0
(4) ROBERT L EPLING...................................................................... TREASURER/DIRECTOR	0.70 ................. 0.80	X	X	0	61,551	0
(5) SCOTTIE J BUTLER...................................................................... DIRECTOR	0.70 ................. 0.80	X		500	57,190	0
(6) JOSEPH W DAVIS...................................................................... DIRECTOR	0.70 ................. 0.80	X		0	59,590	0
(7) BENJAMIN I DOERR JR...................................................................... DIRECTOR	2.20 ................. 0.80	X		500	61,990	0
(8) GEORGE E FLETCHER...................................................................... DIRECTOR	0.70 ................. 0.80	X		0	57,190	0
(9) ROBERT C HUDSON...................................................................... DIRECTOR	0.70 ................. 0.80	X		0	59,590	0
(10) PAMELA J MOONEY PHD...................................................................... DIRECTOR	0.70 ................. 0.80	X		0	57,190	0
(11) THOMAS A NATIELLO PHD...................................................................... DIRECTOR	0.70 ................. 0.80	X		500	57,190	0
(12) PAUL R PHILIP...................................................................... DIRECTOR	0.70 ................. 0.80	X		0	58,284	0
(13) RICHARD M ANDERSON MD...................................................................... DIRECTOR (THRU 02/19/2018)	0.70 ................. 0.80	X		0	0	0
(14) MICHAEL P GALLAGHER...................................................................... CHIEF EXECUTIVE OFFICER/DIRECTOR	45.00 ................. 15.00	X	X	0	2,005,010	44,077
(15) RANDALL L STUART...................................................................... SR VP/CFO/ASSISTANT TREASURER	51.00 ................. 9.00		X	0	983,034	203,185
(16) CATHERINE E AYERS...................................................................... SR VP HR/ASST SEC. (THRU 07/31/2018)	48.00 ................. 12.00		X	0	561,250	40,454
(17) STEVEN M ZIEGLER...................................................................... SR VP LEGAL & COMPLIANCE/ASST SEC.	48.00 ................. 12.00		X	0	508,972	195,308

Form 990 (2018)

Page 8

Part VII

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

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) JAMES M REPP........................................................................ PRESIDENT/CHIEF OPERATING OFFICER	50.00 .......................0.00	X			0	760,537	256,178
(19) SHAWN BARGER........................................................................ DIRECTOR CLINICAL PHARMACY MGMT	40.00 .......................0.00		X		179,587	0	37,957
(20) LYNN E MONACO........................................................................ ASSISTANT GENERAL COUNSEL	40.00 .......................0.00		X		194,557	0	18,166
(21) JEFFREY KALISH........................................................................ DIRECTOR SALES GROUP BUSINESS	40.00 .......................0.00		X		186,357	0	26,164
(22) JUAN L HERRERA........................................................................ DIRECTOR OF ACTUARIAL	40.00 .......................0.00		X		180,406	0	27,698
(23) MARIANNE DIVITA........................................................................ DIRECTOR STRATEGIC HR BUS. PARTNER	40.00 .......................0.00		X		169,447	0	34,017
(24) JAMES A SIMPSON........................................................................ SR VP/CHIEF INFORMATION OFFICER	50.00 .......................0.00			X	0	421,149	126,863
(25) R BRADFORD BENTLEY........................................................................ SR VP SEGMENT STRATEGY & PERFORMANCE	50.00 .......................0.00			X	0	545,926	198,542
(26) ANN O WEHR MD........................................................................ SR VP/CHIEF MEDICAL OFFICER	50.00 .......................0.00			X	0	613,445	220,492
(27) WINSTON H LONSDALE........................................................................ SR VP DELIVERY SOLUTIONS	50.00 .......................0.00			X	0	418,283	54,335
(28) EDWIN RODRIGUEZ MD........................................................................ REGIONAL MEDICAL DIRECTOR	40.00 .......................0.00			X	0	419,430	62,773
(29) BARRY WAGNER........................................................................ FORMER VP CLAIMS & SERVICE OPERATIONS	40.00 .......................0.00			X	0	402,594	1,298
(30) ROBERT D BONNELL MD........................................................................ REGIONAL MEDICAL DIRECTOR	40.00 .......................0.00			X	0	372,707	66,384
(31) JAVIER MENDOZA........................................................................ VP PRODUCT PORTFOLIO MANAGEMENT	40.00 .......................0.00			X	0	306,420	70,851

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	911,854	9,051,703	1,684,742

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

Yes

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

Yes

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

Yes

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

Section B. Independent Contractors

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

(A) Name and business address	(B) Description of services	(C) Compensation
BAPTIST HOSPITAL OF MIAMI INC 8900 N KENDALL DRIVE MIAMI,FL33176	MEDICAL SERVICES	147,615,105
SOUTH BROWARD HOSPITAL DISTRICT PO BOX 538527 ATLANTA,GA303538527	MEDICAL SERVICES	117,261,260
UNIV OF MIAMI HOSPCLNS 1475 NW 12TH AVENUE MIAMI,FL33136	MEDICAL SERVICES	82,950,692
SOUTH MIAMI HOSPITAL INC 6200 SW 73RD ST MIAMI,FL331434679	MEDICAL SERVICES	56,906,364
PUBLIC HEALTH TRUST OF DADE COUNTY 1611 NW 12TH AVE MIAMI,FL33136	MEDICAL SERVICES	47,285,260
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 1,007

Form 990 (2018)

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

(D)
Revenue
excluded from
tax under sections
512 - 514

1a	Federated campaigns..	1a
b	Membership dues..	1b
c	Fundraising events..	1c
d	Related organizations	1d
e	Government grants (contributions)	1e

f	All other contributions, gifts, grants, and similar amounts not included above	1f

g	Noncash contributions included in lines 1a - 1f:$
h Total. Add lines 1a-1f.......

		Business Code
2a	COMPREHENSIVE REVENUE	524114	549,406,449	549,406,449
b	MEDICARE REVENUE	524114	362,474,639	362,474,639
c	SELF-FUNDED ADMIN FEE	524292	53,796,669	53,796,669
d	FEDERAL REVENUE	524114	16,426,216	16,426,216
e
f	All other program service revenue.
g	Total. Add lines 2a–2f ....		982,103,973

3 Investment income (including dividends, interest, and othersimilar amounts) ......			4,831,534			4,831,534
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss)......
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory	2,419,800	88,342,259
b	Less: cost or other basis and sales expenses	1,331,184	85,861,259
c	Gain or (loss)	1,088,616	2,481,000
d	Net gain or (loss).....			3,569,616		6,798	3,562,818
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ....
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities..
10a	Gross sales of inventory, less returns and allowances ..
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Business Code			Miscellaneous Revenue
11a	MANAGEMENT FEES		561000	768,148			768,148
b	FEE CREDITS AND SETTLEMENTS		900099	104,282	104,282
c	MISCELLANEOUS REBATES		900099	51,016			51,016
d	All other revenue ....
e	Total. Add lines 11a–11d ......			923,446
12	Total revenue. See Instructions......			991,428,569	982,208,255	6,798	9,213,516

Form 990 (2018)

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
2	Grants and other assistance to domestic individuals. See Part IV, line 22
3	Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16.
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	44,512,813	27,446,723	17,066,090
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	1,988,773	1,226,283	762,490
9	Other employee benefits .......	6,286,624	4,099,360	2,187,264
10	Payroll taxes ...........	3,105,707	2,097,026	1,008,681
11	Fees for services (non-employees):
a	Management ......	13,978,491	4,041,533	9,936,958
b	Legal .........	674,804		674,804
c	Accounting ...........	823,175		823,175
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......	996,611		996,611
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O)	844,260,007	831,853,852	12,406,155
12	Advertising and promotion ....	1,771,009	1,771,009
13	Office expenses .......	6,813,302	5,746,145	1,067,157
14	Information technology ......	10,016,026	5,490,257	4,525,769
15	Royalties ..
16	Occupancy ...........	5,489,038	4,179,913	1,309,125
17	Travel ............	645,665	297,379	348,286
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....	167,751	14,845	152,906
20	Interest ...........	207,978		207,978
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	13,687,108	10,498,794	3,188,314
23	Insurance ...	505,191		505,191
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	DUES AND ASSESSMENTS	11,338,729	10,712,834	625,895
b	LICENSES AND FEES	6,999,613	847,634	6,151,979
c	COMMUNITY SUPPORT	330,665	330,665	0
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	974,599,080	910,654,252	63,944,828	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2018)

Page 11

Part X

Balance Sheet

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

				(A) Beginning of year		(B) End of year

1	Cash–non-interest-bearing ........			11,182,337	1	300
2	Savings and temporary cash investments .........			19,079,414	2	7,839,559
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			30,382,825	4	34,653,172
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
					6
7	Notes and loans receivable, net ....				7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......			1,418,456	9	1,479,802
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	106,798,943
b	Less: accumulated depreciation	10b	83,229,284	35,655,809	10c	23,569,659
11	Investments—publicly traded securities .			163,519,850	11	130,607,936
12	Investments—other securities. See Part IV, line 11 .....			17,120,998	12	10,784,119
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			84,854,236	15	73,329,360
16	Total assets. Add lines 1 through 15 (must equal line 34)...			363,213,925	16	282,263,907

17	Accounts payable and accrued expenses .....	166,384,770	17	129,445,176
18	Grants payable ...		18
19	Deferred revenue .........	18,947,093	19	14,409,680
20	Tax-exempt bond liabilities .........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D	45,765,301	21	34,482,186
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ..		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D	44,120,801	25	5,511,441
26	Total liabilities. Add lines 17 through 25..	275,217,965	26	183,848,483

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	87,995,960	27	98,415,424
28	Temporarily restricted net assets ...........		28
29	Permanently restricted net assets		29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund ...		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	87,995,960	33	98,415,424
34	Total liabilities and net assets/fund balances ........	363,213,925	34	282,263,907

Form 990 (2018)

Page 12

Part XI

Reconcilliation of Net Assets

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

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

991,428,569

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

974,599,080

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

16,829,489

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

87,995,960

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

-7,626,861

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

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

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

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

1,216,836

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

98,415,424

Part XII

Financial Statements and Reporting

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

Yes

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

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

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

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

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

Separate basis Consolidated basis Both consolidated and separate basis

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

Yes

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

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

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

Form 990 (2018)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

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

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

If the organization answered "Yes" on 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" on 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" on 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

AVMED INC

Employer identification number

59-2742907

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

Political campaign activity expenditures (see instructions) .................................................................... SchCMd Bullet

$ 12,500

Volunteer hours for political campaign activities (see instructions) ..................................................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ................................ SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ....................... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................

Yes No

Was a correction made? ......................................................................................................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................ SchCMd Bullet

$ 12,500

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

$ 12,500

Did the filing organization file Form 1120-POL for this year? ...................................................................

Yes No

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-.
(1) AHIP PAC ADMIN FUND	601 PENNSYLVANIA AVE NW SOUTH BLDG WASHINGTON,DC20004	52-2273316	5,000
2
3
4
5
6

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2018

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 Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(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? ...................................................................................................................	Yes No

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) 2015	(b) 2016	(c) 2017	(d) 2018	(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) 2018

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 on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

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:

Volunteers? ...........................................................................................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........

Media advertisements? ...................................................................................................

Mailings to members, legislators, or the public? .............................................................................

Publications, or published or broadcast statements? ...........................................................

Grants to other organizations for lobbying purposes? ..........................................................

Direct contact with legislators, their staffs, government officials, or a legislative body? .......................

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................

Other activities? ...................................................................................................................

Total. Add lines 1c through 1i ....................................................................................................

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 ...........................................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ...............................................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................

Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................

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."

Dues, assessments and similar amounts from members ......................................................................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).

Current year .............................................................................................................................

Carryover from last year ............................................................................................................

Total ...........................................................................................................................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

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? ......................................................................................................................

Taxable amount of lobbying and political expenditures (see instructions) .........................................

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
PART I-A, LINE 1:	DURING 2018, AVMED MADE CONTRIBUTIONS TO A POLITICAL ACTION COMMITTEE AND MADE CONTRIBUTIONS TO THE GENERAL CAMPAIGN FUNDS OF STATE AND LOCAL POLITICAL CANDIDATES.

Schedule C (Form 990 or 990EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," on 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.
SchDMd Bullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

AVMED INC

Employer identification number

59-2742907

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate value of contributions to (during year)
3	Aggregate value of grants from (during year)
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements ......................	2a
b	Total acreage restricted by conservation easements ....................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ...	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenue included on Form 990, Part VIII, line 1 ......................... SchDMd Bullet

(ii)

Assets included in Form 990, Part X ............................... SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenue included on Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

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

Cat. No. 52283D

Schedule D (Form 990) 2018

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No


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

Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...

Yes No

If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....

Part V

Endowment Funds. Complete if the organization answered "Yes" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(c)Two years back	(d)Three years back	(e)Four years back

1a	Beginning of year balance ....
b	Contributions ...
c	Net investment earnings, gains, and losses
d	Grants or scholarships ...
e	Other expenditures for facilities and programs ...
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages on lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations .................

3a(i)

(ii) related organizations .................

3a(ii)

If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on 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 .....	1,975,070		1,975,070
b	Buildings ....	13,038,434	9,045,617	3,992,817
c	Leasehold improvements	538,362	496,558	41,804
d	Equipment ....	90,473,633	73,557,243	16,916,390
e	Other .....	773,444	129,866	643,578
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..				23,569,659

Schedule D (Form 990) 2018

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered "Yes" on 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........
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) INTEREST RECEIVABLE				1,016,890
(2) DEPOSITS AND OTHER ASSETS				5,000
(3) REBATE RECEIVABLES				33,529,826
(4) REINSURANCE RECEIVABLES				2,765,217
(5) AFFORDABLE CARE ACT RECEIVABLES				25,600
(6) RISK SHARING RECEIVABLES				9,008,190
(7) OTHER AMOUNTS DUE FROM ASO PLANS				24,028,754
(8) OTHER RECEIVABLES				2,949,883
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				73,329,360

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes
CAPITAL LEASE OBLIGATION	563,033
BENEFITS PAYABLE	27,953
OTHER LIABILITIES	1,483,281
EQUIPMENT FINANCING	3,119,702
AFFORDABLE CARE ACT LIABILITIES	317,472
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)	5,511,441
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) 2018

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	992,645,405
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	-119,217
e	Add lines 2a through 2d .....................			2e	-119,217
3	Subtract line 2e from line 1..................			3	992,764,622
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	-1,336,053
c	Add lines 4a and 4b....................			4c	-1,336,053
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	991,428,569

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	974,599,080
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	0
3	Subtract line 2e from line 1...................		3	974,599,080
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	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	974,599,080

Part XIII

Supplemental Information

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

Return Reference	Explanation
PART IV, LINE 2B:	INCLUDED IN THIS LINE ARE OBLIGATIONS TO PAY BENEFITS FROM ESCROWED FUNDS ON BEHALF OF SELF-FUNDED HEALTH PLANS.
PART X, LINE 2:	AVMED IS AN ORGANIZATION AS DESCRIBED IN SECTION 501(C)(4) OF THE INTERNAL REVENUE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME. ACCORDINGLY, NO PROVISION FOR INCOME TAXES HAS BEEN MADE IN THE ACCOMPANYING FINANCIAL STATEMENTS. AVMED IS SUBJECT TO INCOME TAX ON UNRELATED BUSINESS INCOME. AVMED INCURRED NO INCOME TAX EXPENSE IN 2018 AND 2017. IN ADDITION, AVMED HAD NO UNCERTAIN TAX POSITIONS AS OF DECEMBER 31, 2018 OR 2017.
PART XI, LINE 2D - OTHER ADJUSTMENTS:	INVESTMENT IMPAIRMENT REALIZED FOR BOOK AND NOT FOR TAX -119,217.
PART XI, LINE 4B - OTHER ADJUSTMENTS:	INVESTMENT PARTNERSHIP LOSS REALIZED FOR TAX AND NOT FOR BOOK -1,336,053.

Schedule D (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

AVMED INC

Employer identification number

59-2742907

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Yes

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

Yes

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

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2018

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 on 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 on prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
1MICHAEL P GALLAGHER CHIEF EXECUTIVE OFFICER/DIRECTOR	(i) (ii)	0 ------------- 983,886	0 ------------- 552,964	0 ------------- 468,160	0 ------------- 16,500	0 ------------- 27,577	0 ------------- 2,049,087	0 ------------- 0
2RANDALL L STUART SR VP/CFO/ASSISTANT TREASURER	(i) (ii)	0 ------------- 455,743	0 ------------- 147,318	0 ------------- 379,973	0 ------------- 177,595	0 ------------- 25,590	0 ------------- 1,186,219	0 ------------- 181,009
3CATHERINE E AYERS SR VP HR/ASST SEC. (THRU 07/31/2018)	(i) (ii)	0 ------------- 285,925	0 ------------- 123,811	0 ------------- 151,514	0 ------------- 24,750	0 ------------- 15,704	0 ------------- 601,704	0 ------------- 0
4STEVEN M ZIEGLER SR VP LEGAL & COMPLIANCE/ASST SEC.	(i) (ii)	0 ------------- 370,945	0 ------------- 122,526	0 ------------- 15,501	0 ------------- 162,864	0 ------------- 32,444	0 ------------- 704,280	0 ------------- 0
5JAMES M REPP PRESIDENT/CHIEF OPERATING OFFICER	(i) (ii)	0 ------------- 550,550	0 ------------- 171,434	0 ------------- 38,553	0 ------------- 233,046	0 ------------- 23,132	0 ------------- 1,016,715	0 ------------- 0
6SHAWN BARGER DIRECTOR CLINICAL PHARMACY MGMT	(i) (ii)	170,968 ------------- 0	6,960 ------------- 0	1,659 ------------- 0	11,223 ------------- 0	26,734 ------------- 0	217,544 ------------- 0	0 ------------- 0
7LYNN E MONACO ASSISTANT GENERAL COUNSEL	(i) (ii)	182,649 ------------- 0	7,098 ------------- 0	4,810 ------------- 0	11,394 ------------- 0	6,772 ------------- 0	212,723 ------------- 0	0 ------------- 0
8JEFFREY KALISH DIRECTOR SALES GROUP BUSINESS	(i) (ii)	173,342 ------------- 0	5,000 ------------- 0	8,015 ------------- 0	10,026 ------------- 0	16,138 ------------- 0	212,521 ------------- 0	0 ------------- 0
9JUAN L HERRERA DIRECTOR OF ACTUARIAL	(i) (ii)	170,457 ------------- 0	6,884 ------------- 0	3,065 ------------- 0	11,023 ------------- 0	16,675 ------------- 0	208,104 ------------- 0	0 ------------- 0
10MARIANNE DIVITA DIRECTOR STRATEGIC HR BUS. PARTNER	(i) (ii)	155,105 ------------- 0	6,394 ------------- 0	7,948 ------------- 0	10,102 ------------- 0	23,915 ------------- 0	203,464 ------------- 0	0 ------------- 0
11JAMES A SIMPSON SR VP/CHIEF INFORMATION OFFICER	(i) (ii)	0 ------------- 324,500	0 ------------- 88,084	0 ------------- 8,565	0 ------------- 103,439	0 ------------- 23,424	0 ------------- 548,012	0 ------------- 0
12R BRADFORD BENTLEY SR VP SEGMENT STRATEGY & PERFORMANCE	(i) (ii)	0 ------------- 372,711	0 ------------- 126,639	0 ------------- 46,576	0 ------------- 162,414	0 ------------- 36,128	0 ------------- 744,468	0 ------------- 0
13ANN O WEHR MD SR VP/CHIEF MEDICAL OFFICER	(i) (ii)	0 ------------- 439,941	0 ------------- 144,446	0 ------------- 29,058	0 ------------- 189,212	0 ------------- 31,280	0 ------------- 833,937	0 ------------- 0
14WINSTON H LONSDALE SR VP DELIVERY SOLUTIONS	(i) (ii)	0 ------------- 285,350	0 ------------- 57,776	0 ------------- 75,157	0 ------------- 24,750	0 ------------- 29,585	0 ------------- 472,618	0 ------------- 0
15EDWIN RODRIGUEZ MD REGIONAL MEDICAL DIRECTOR	(i) (ii)	0 ------------- 284,795	0 ------------- 62,405	0 ------------- 72,230	0 ------------- 30,621	0 ------------- 32,152	0 ------------- 482,203	0 ------------- 0
16BARRY WAGNER FORMER VP CLAIMS & SERVICE OPERATION	(i) (ii)	0 ------------- 10,659	0 ------------- 57,416	0 ------------- 334,519	0 ------------- 442	0 ------------- 856	0 ------------- 403,892	0 ------------- 0
17ROBERT D BONNELL MD REGIONAL MEDICAL DIRECTOR	(i) (ii)	0 ------------- 279,868	0 ------------- 59,367	0 ------------- 33,472	0 ------------- 38,997	0 ------------- 27,387	0 ------------- 439,091	0 ------------- 0
18JAVIER MENDOZA VP PRODUCT PORTFOLIO MANAGEMENT	(i) (ii)	0 ------------- 246,728	0 ------------- 52,221	0 ------------- 7,471	0 ------------- 40,356	0 ------------- 30,495	0 ------------- 377,271	0 ------------- 0

Schedule J (Form 990) 2018

Page 3

Part III

Supplemental Information

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

Return Reference	Explanation
PART I, LINE 1A	CERTAIN DIRECTORS AND THEIR COMPANIONS ATTENDED COMPANY PAID INDUSTRY SEMINARS AND TRADE CONVENTIONS AT THE REQUEST OF AVMED, INC (AVMED). ALL BUSINESS COSTS, INCLUDING TRAVEL COSTS, PAID DIRECTLY BY THE ORGANIZATION OR REIMBURSED TO THE LISTED PERSON, WERE ACCOUNTED FOR UNDER AN ACCOUNTABLE PLAN UTILIZED BY THE ORGANIZATION. NO PART OF ANY TRAVEL COST WAS DEEMED A BENEFIT FOR ANY PERSON LISTED IN FORM 990, PART VII. INCIDENTAL EXPENSES ARE NOT REIMBURSED BY THE ORGANIZATION. TAX GROSS-UP PAYMENTS OCCUR FOR GROUP VARIABLE LIFE INSURANCE PREMIUMS PAID ON BEHALF OF THE LISTED AND OTHER EMPLOYEES. EMPLOYER PAID PREMIUMS ARE DEEMED TO BE TAXABLE COMPENSATION AND ARE GROSSED-UP FOR THE TAX IMPACT PRIOR TO BEING ADDED AS IMPUTED INCOME TO AN EMPLOYEE'S YEAR-END FORM W-2. TAX GROSS-UP PAYMENTS ARE PROVIDED FOR VESTED DISTRIBUTIONS FROM THE DEFINED CONTRIBUTION AND (NOW FROZEN) DEFINED BENEFIT PENSION RESTORATION PLANS.
PART I, LINE 3	MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF AVMED. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW,THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING.
PART I, LINES 4A-B	(RELATES TO PART I, LINE 4A): LISTED PERSONS ARE EMPLOYEES OF AVMED OR RELATED ORGANIZATIONS AND ARE COVERED UNDER A SEVERANCE POLICY FOR THEIR RESPECTIVE RELATED ORGANIZATION. THE SEVERANCE POLICY INCLUDES MONTHLY PAYMENTS UP TO A MAXIMUM OF 12 - 36 MONTHS UNDER QUALIFYING CIRCUMSTANCES AND DEPENDING ON POSITION. LISTED PERSONS WHO RECEIVED A SEVERANCE PAYMENT OR CHANGE OF CONTROL PAYMENT IN 2018 ARE AS FOLLOWS: BARRY WAGNER RECEIVED $285,375 IN COMPENSATION PAYMENTS DUE TO A SEVERANCE AGREEMENT. PART I, LINE 4B: CERTAIN LISTED PERSONS ARE EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. MAINTAINS TWO ACTIVE NONQUALIFIED DEFERRED COMPENSATION RETIREMENT PLANS FOR A CERTAIN GROUP OF EXECUTIVES TO INCLUDE THOSE LISTED EMPLOYEES OF SANTAFE HEALTHCARE, INC. ONE PLAN RESTORES RETIREMENT BENEFITS EQUIVALENT TO QUALIFIED 401(K) BENEFITS ON INCOME EARNED IN EXCESS OF THE INTERNAL REVENUE SERVICE CODE SECTION 401(A)(17) RECOGNIZABLE PAY LIMITS (A DEFINED CONTRIBUTION RESTORATION PLAN.) VESTING FOR THIS PLAN IS ACHIEVED AT AGE 55 AND 10 YEARS OF SERVICE OR AT AGE 65 AND 5 YEARS OF SERVICE. THE SECOND SUPPLEMENTAL DEFINED CONTRIBUTION PLAN PROVIDES ADDITIONAL RETIREMENT INCOME BASED ON A PERCENTAGE OF BASE SALARY AND VESTS AT THREE AND FIVE YEARS OF SERVICE. LISTED PERSONS VESTED AND RECEIVED PAYMENTS FROM SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS DURING 2018 AS FOLLOWS: MICHAEL P GALLAGHER $368,019 RANDALL L STUART $437,642 CATHERINE E AYERS $67,558 STEVEN M ZIEGLER $54,394 JAMES M REPP $52,915 R BRADFORD BENTLEY $90,252 ANN O WEHR MD $62,916 JAMES A SIMPSON $10,134 BARRY WAGNER $7,972 EDWIN RODRIGUEZ MD $73,358 ROBERT D BONNELL MD $22,076 WINSTON H LONSDALE $54,874 JAVIER MENDOZA $14,660
SCHEDULE J, PART II:	CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2018, EXECUTIVE COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) WERE APPORTIONED AND CHARGED TO AVMED, INC. AS FOLLOWS: 75% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER/DIRECTOR 85% - RANDALL L STUART, SR VP/CFO/ASSISTANT TREASURER 80% - CATHERINE E AYERS, SR VP HUMAN RESOURCES/ASSISTANT SECRETARY 80% - STEVEN M ZIEGLER, SR VP LEGAL & COMPLIANCE/ASSISTANT SECRETARY 100% - JAMES M REPP, PRESIDENT/CHIEF OPERATING OFFICER 100% - R BRADFORD BENTLEY, SR VP SEGMENT STRATEGY, DATA ANALYTICS & PERFORMANCE 100% - JAMES A SIMPSON, SR VP CHIEF INFORMATION OFFICER 100% - ANN O WEHR MD, SR VP CHIEF MEDICAL OFFICER, POPULATION HEALTH/ PROVIDER ALLIANCE 100% - WINSTON H LONSDALE, SR VP DELIVERY SOLUTIONS 100% - EDWIN RODRIGUEZ MD, REGIONAL MEDICAL DIRECTOR 100% - ROBERT D BONNELL MD, REGIONAL MEDICAL DIRECTOR 100% - JAVIER MENDOZA, VP PRODUCT PORTFOLIO MANAGEMENT 100% - BARRY WAGNER, FORMER VP CLAIMS & SERVICE OPERATIONS

Schedule J (Form 990) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.
MediumBullet

Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2018

Open to Public
Inspection

Name of the organization

AVMED INC

Employer identification number

59-2742907

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 4	THE AMENDED BYLAWS CLARIFY THAT THE BOARD OFFICERS OF SANTAFE HEALTHCARE, INC. ARE ALSO THE BOARD OFFICERS OF AVMED, INC., WITH THE SAME TERMS IN OFFICE. THE AMENDED BYLAWS CLARIFY THE CEO'S AUTHORITY TO APPOINT AND ASSIGN DUTIES TO VICE PRESIDENTS AND TO DESIGNATE EXECUTIVE VICE PRESIDENTS AND SENIOR VICE PRESIDENTS. THE PRESIDENT AND EXECUTIVE AND SENIOR VICE PRESIDENTS ARE DESIGNATED AS EXECUTIVE OFFICERS. VICE PRESIDENTS, OTHER THAN EXECUTIVE AND SENIOR VICE PRESIDENTS, ARE DESIGNATED AS CORPORATE OFFICERS. THE AMENDED BYLAWS CLARIFY THE CEO'S AUTHORITY TO REMOVE, AND TO SET COMPENSATION OF, EXECUTIVE OFFICERS AND CORPORATE OFFICERS. THE AMENDED BYLAWS AUTHORIZE THE BOARD OF DIRECTORS TO APPOINT, REMOVE, REPLACE, AND SPECIFY THE DUTIES OF THE ASSISTANT SECRETARY AND ASSISTANT TREASURER. IF THE BOARD OF DIRECTORS APPOINTS AN ASSISTANT SECRETARY OR ASSISTANT TREASURER, THE SECRETARY AND TREASURER ARE AUTHORIZED TO DELEGATE DUTIES TO ASSISTANT SECRETARY AND ASSISTANT TREASURER, RESPECTIVELY.
FORM 990, PART VI, SECTION A, LINE 7A	AVMED, INC.'S ARTICLES OF INCORPORATION AND BYLAWS STATE THAT THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS SHALL CONSTITUTE THE ORGANIZATION'S BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 7B	THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS CONSTITUTES THE ORGANIZATION'S BOARD OF DIRECTORS, WHICH MAKES ALL GOVERNANCE DECISIONS OF THE ORGANIZATION. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS HAS THE POWER AND AUTHORITY TO ESTABLISH COMMITTEES, TO ELECT AND REMOVE OFFICERS, TO APPROVE AMENDMENTS OF THE ORGANIZATION'S GOVERNING DOCUMENTS, AND TO MODIFY, AMEND, RESCIND, OR REPEAL ANY ACTION TAKEN BY THE ORGANIZATION'S BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION B, LINE 11B	THE ORGANIZATION'S PROCESS FOR ENSURING THE ACCURATE PREPARATION, REVIEW AND APPROVAL OF THE 2018 FORM 990 BEGAN WITH PROFESSIONAL DEVELOPMENT OF STAFF (SEVERAL OF WHICH ARE CPAS) WHICH WERE INVOLVED IN THE PREPARATION OF THE 2018 FORM 990. IN ADDITION TO STAFF DEVELOPMENT, WHICH INCLUDED ATTENDING TAX SEMINARS AND CLASSES, MANAGEMENT ALSO CONSULTED WITH INDEPENDENT ACCOUNTING FIRMS AND TAX LEGAL COUNSEL REGARDING THE IRS FORM 990 CODE AND FILING REQUIREMENTS. THE ORGANIZATION ALSO PREVIOUSLY EDUCATED ITS MANAGEMENT TEAM, OFFICERS AND DIRECTORS, WITH THE ASSISTANCE OF PRICEWATERHOUSECOOPERS LLP, REGARDING THE FORM 990 AND THEIR INVOLVEMENT IN REVIEWING THE RETURN. FOLLOWING MANAGEMENT'S PREPARATION OF THE 2018 FORM 990, PRICEWATERHOUSECOOPERS LLP REVIEWED THE 2018 FORM 990. A COPY OF THE 2018 FORM 990 AND ATTACHMENTS WERE PROVIDED TO THE ORGANIZATION'S CURRENT BOARD OF DIRECTORS FOR THEIR REVIEW AND COMMENT. EXECUTIVE MANAGEMENT ADDRESSED ANY QUESTIONS RAISED BY THE BOARD MEMBERS PRIOR TO FILING THE 2018 FORM 990 AND ATTACHMENTS WITH THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C	AVMED HAS A PROCEDURE FOR MONITORING AND ENFORCING COMPLIANCE WITH ITS CORPORATE CONFLICT OF INTEREST POLICY (POLICY). EACH COVERED PERSON SHALL RECEIVE A COPY OF THE POLICY FOR REVIEW, SUBMIT AN AFFIRMATION, AND COMPLETE A QUESTIONNAIRE WHICH IS ATTACHED TO THE CODE OF ETHICAL BUSINESS CONDUCT. THE PROCEDURE DETAILS THAT THE CORPORATE SECRETARY HAS RESPONSIBILITY FOR DELIVERY OF THE POLICY TO DIRECTORS AND OFFICERS AND RECEIPT OF THEIR AFFIRMATIONS AND QUESTIONNAIRES. THE HUMAN RESOURCES DEPARTMENT SHALL OBTAIN THE AFFIRMATION AND QUESTIONNAIRE FROM EVERY NEW EMPLOYEE AT ORIENTATION AND FROM ALL EMPLOYEES ANNUALLY. MEMBERS OF CORPORATE ADVISORY BOARDS SUBMIT THE AFFIRMATION AND QUESTIONNAIRE TO THE CHIEF COMPLIANCE OFFICER. ANNUAL CONFLICT OF INTEREST STATEMENTS ARE REVIEWED BY INTERNAL STAFF TO ENSURE RECORDS ARE COMPLETE. AS PART OF THE CORPORATE CONTRACT REVIEW PROCESS, CONSIDERATION IS GIVEN TO ANY POTENTIAL CONFLICTS OF INTEREST INVOLVING OPERATIONAL OR FINANCIAL TRANSACTIONS. ALL EMPLOYEES ARE EXPECTED TO DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT. INITIAL REVIEW OF EMPLOYEE QUESTIONNAIRES WILL BE PERFORMED BY THE HUMAN RESOURCES DEPARTMENT WITH REVIEW OF ANY DISCLOSURES BY THE CHIEF COMPLIANCE OFFICER WHO WILL EVALUATE, MAKE NECESSARY INQUIRIES, AND INVESTIGATE ALTERNATIVES. BOARD MEMBERS SHALL DISCLOSE ANY POTENTIAL OR ACTUAL CONFLICT TO THE CHAIRMAN OF THE SANTAFE HEALTHCARE, INC. BOARD, AND THE CHAIRMAN OR CHIEF COMPLIANCE OFFICER SHALL EVALUATE CONFLICT DISCLOSURES AND, IF APPROPRIATE, INVESTIGATE ALTERNATIVES AND REPORT TO DISINTERESTED BOARD MEMBERS FOR RESOLUTION. THE MINUTES OF THE BOARD OR ANY COMMITTEE MEETING AT WHICH A POTENTIAL OR ACTUAL CONFLICT OF INTEREST IS DISCLOSED OR DISCUSSED SHALL REFLECT THE NAME OF THE INTERESTED PARTY, THE NATURE OF THE CONFLICT, THE DELIBERATIONS AND THE RESOLUTION OF THE CONFLICT. IF IT IS DETERMINED THAT A COVERED PERSON HAS FAILED TO COMPLY WITH THE POLICY, THE CHIEF COMPLIANCE OFFICER OR THE CHAIRMAN SHALL TAKE APPROPRIATE ACTION, WHICH MAY INCLUDE REMOVAL FROM OFFICE OR TERMINATION OF EMPLOYMENT.
FORM 990, PART VI, SECTION B, LINE 15	MICHAEL P GALLAGHER IS THE CHIEF EXECUTIVE OFFICER (CEO) OF AVMED, INC. MR. GALLAGHER IS COMPENSATED BY SANTAFE HEALTHCARE, INC., A RELATED SUPPORTING ORGANIZATION. SANTAFE HEALTHCARE, INC. UTILIZES THE FOLLOWING PROCESS TO ESTABLISH THE CEO'S COMPENSATION AND BENEFITS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE CEO'S TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISON TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE BOARD OF DIRECTORS ESTABLISHES THE FINAL COMPENSATION AND BENEFIT PACKAGE FOR THE CEO TAKING INTO CONSIDERATION THE MARKET COMPETITIVENESS REVIEW AND FINAL RECOMMENDATION OF THE FIRM. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF THE CEO'S FINAL COMPENSATION AND BENEFITS PACKAGE. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 15B: PROCESS FOR DETERMINING COMPENSATION FOR OTHER LISTED PERSONS OF AVMED, INC. IS AS FOLLOWS: THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY COMPENSATION AND BENEFITS CONSULTING FIRM (FIRM) TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF ALL AVMED, INC. NON-DIRECTOR OFFICERS AND KEY EMPLOYEES' TOTAL DIRECT COMPENSATION (BASE SALARY, ANNUAL INCENTIVES, AND LONG-TERM INCENTIVES) AND BENEFITS. THE COMPETITIVE ANALYSIS INCLUDES COMPARISONS TO SIMILAR POSITIONS IN COMPANIES OF SIMILAR SIZE WITHIN THE SAME OR SIMILAR INDUSTRY. AFTER COMPLETION OF ITS REVIEW, THE FIRM MAKES RECOMMENDATIONS, IF ANY, DIRECTLY TO THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS. THE FIRM PROVIDES AN OPINION LETTER REGARDING THE REASONABLENESS OF TOTAL DIRECT COMPENSATION AND EXECUTIVE BENEFITS. THE ACTIONS OF THE BOARD ARE DOCUMENTED IN THE MINUTES OF THE BOARD MEETINGS. THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS ANNUALLY RETAINS AN INDEPENDENT THIRD PARTY CONSULTANT TO CONDUCT A MARKET COMPETITIVENESS REVIEW OF THE BOARD OF DIRECTORS' (INCLUDING OFFICER POSITIONS) COMPENSATION. THE COMPETITIVENESS ANALYSIS INCLUDES COMPARISONS TO BOTH NOT-FOR-PROFIT AND PUBLIC COMPANY (EXCLUDING EQUITY COMPONENT) DATA FOR COMPANIES WITHIN THE SAME OR SIMILAR INDUSTRY. ANY COMPENSATION CHANGES ARE APPROVED BY THE SANTAFE HEALTHCARE, INC. BOARD OF DIRECTORS BASED ON THE MARKET COMPETITIVENESS STUDY.
FORM 990, PART VI, SECTION C, LINE 19	AVMED, INC.'S PROCESS FOR MAKING ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ARE AS FOLLOWS: AVMED, INC.'S CONFLICT OF INTEREST POLICY STATEMENT IS INCLUDED IN ITS CODE OF ETHICAL BUSINESS CONDUCT AND IS AVAILABLE TO THE GENERAL PUBLIC AT HTTP://WWW.AVMED.ORG. THE ARTICLES OF INCORPORATION ARE AVAILABLE FOR PUBLIC INSPECTION ONLINE AT THE STATE OF FLORIDA, DIVISION OF CORPORATIONS WEBSITE WWW.SUNBIZ.ORG. THE BYLAWS CAN BE OBTAINED DIRECTLY FROM AVMED, INC. UPON WRITTEN REQUEST. THE FLORIDA OFFICE OF INSURANCE REGULATION SERVES AS THE OVERSIGHT AND LICENSING ENTITY FOR FLORIDA HEALTH MAINTENANCE ORGANIZATIONS AND CONDUCTS ROUTINE AND REGULAR EXAMINATIONS OF THE FINANCIAL AND OPERATING CONDITIONS OF LICENSED ENTITIES. THE EXAMINATION REPORTS INCLUDE FINANCIAL STATEMENT DETAILS AND ANALYSIS, AS WELL AS EVALUATION AND OPINIONS ON THE ENTITY'S GOVERNING DOCUMENTS AND GOVERNING BODY OPERATIONS AND MEETINGS. THE GENERAL PUBLIC HAS ACCESS TO THE FULL EXAMINATION REPORTS AT HTTP://WWW.FLOIR.COM/SECTIONS/LANDH/MANAGEDCARE/IS_MC_FINANCIAL_EXAMS.ASPX
FORM 990, PART VII, SECTION A, LINE 1A:	CERTAIN SENIOR EXECUTIVES ARE ACCOUNTABLE FOR AND PERFORM SERVICES FOR SANTAFE HEALTHCARE, INC. AND EACH OF ITS AFFILIATES. SANTAFE HEALTHCARE, INC. AND AFFILIATES REPRESENT A DIVERSIFIED FAMILY OF NOT-FOR-PROFIT ORGANIZATIONS WITH OVER $2 BILLION IN GROSS RECEIPTS AND MORE THAN 2,000 EMPLOYEES. THESE SENIOR EXECUTIVES ARE PAID DIRECTLY BY SANTAFE HEALTHCARE, INC. AND THEIR COMPENSATION AND BENEFITS ARE APPORTIONED AND CHARGED TO THE RESPECTIVE AFFILIATES BASED ON THE ESTIMATED AMOUNT OF TIME SPENT ON EACH AFFILIATE'S ACTIVITIES. FOR 2018, EXECUTIVE COMPENSATION AND BENEFITS (FOR THOSE SENIOR EXECUTIVES PAID BY A RELATED ORGANIZATION) WERE APPORTIONED AND CHARGED TO AVMED, INC. AS FOLLOWS: 75% - MICHAEL P GALLAGHER, CHIEF EXECUTIVE OFFICER/DIRECTOR 85% - RANDALL L STUART, SR VP/CFO/ASSISTANT TREASURER 80% - CATHERINE E AYERS, SR VP HUMAN RESOURCES/ASSISTANT SECRETARY 80% - STEVEN M ZIEGLER, SR VP LEGAL & COMPLIANCE/ASSISTANT SECRETARY 100% - JAMES M REPP, PRESIDENT/CHIEF OPERATING OFFICER 100% - R BRADFORD BENTLEY, SR VP SEGMENT STRATEGY, DATA ANALYTICS & PERFORMANCE 100% - JAMES A SIMPSON, SR VP CHIEF INFORMATION OFFICER 100% - ANN O WEHR MD, SR VP CHIEF MEDICAL OFFICER, POPULATION HEALTH/ PROVIDER ALLIANCE 100% - WINSTON H LONSDALE, SR VP DELIVERY SOLUTIONS 100% - EDWIN RODRIGUEZ MD, REGIONAL MEDICAL DIRECTOR 100% - ROBERT D BONNELL MD, REGIONAL MEDICAL DIRECTOR 100% - JAVIER MENDOZA, VP PRODUCT PORTFOLIO MANAGEMENT 100% - BARRY WAGNER, FORMER VP CLAIMS & SERVICE OPERATIONS
FORM 990, PART VII, SECTION A, LINE 1A:	CERTAIN LISTED PERSONS ARE REPORTED AS FORMER EMPLOYEES IN COLUMN C. EFFECTIVE JANUARY 1, 2017, THESE LISTED PERSONS, WHO WERE FORMERLY EMPLOYEES OF AVMED, INC., BECAME EMPLOYEES OF SANTAFE HEALTHCARE, INC., A RELATED AND SUPPORTING ORGANIZATION. THESE INDIVIDUALS MAINTAINED THEIR SAME TITLES AND PERFORMED THE SAME RESPONSIBILITIES FOR AVMED, INC., AND THEIR COMPENSATION AND BENEFITS WERE CHARGED TO AVMED, INC. THROUGH MANAGEMENT FEES. THESE LISTED PERSONS CONTINUE TO BE SHOWN AS FORMER EMPLOYEES IN ACCORDANCE WITH IRS FORM 990 INSTRUCTIONS.
FORM 990, PART IX, LINE 11G	HEALTH CARE SERVICES : PROGRAM SERVICE EXPENSES 808,839,745. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 808,839,745. AGENT/BROKER COMMISSIONS AND INCENT : PROGRAM SERVICE EXPENSES 15,807,002. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 15,807,002. HEALTH CARE CONSULTING AND OUTSIDE : PROGRAM SERVICE EXPENSES 5,989,150. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,989,150. TEMPORARY HELP : PROGRAM SERVICE EXPENSES 1,217,955. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,217,955. CONSULTING AND OUTSIDE SERVICES : PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 9,079,779. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 9,079,779. TEMPORARY HELP : PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 2,617,032. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 2,617,032. RECRUITING AND TESTING SERVICES : PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 709,344. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 709,344.
FORM 990, PART XI, LINE 9:	INVESTMENT PARTNERSHIP REVENUE REALIZED FOR TAX AND NOT FOR BOOK 1,336,053. INVESTMENT IMPAIRMENT REALIZED FOR BOOK AND NOT FOR TAX -119,217.
FORM 990, PART XII, LINE 2C:	AUDIT OVERSIGHT PROCESS: THE COMPANY'S AUDIT COMMITTEE HAS NOT CHANGED ITS PROCESS FOR SELECTION OF THE INDEPENDENT ACCOUNTANT OR ITS PROCESS FOR MANAGING THE AUDIT.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2018

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

Go to www.irs.gov/Form990 for instructions and the latest information.

OMB No. 1545-0047

2018

Open to Public Inspection

Name of the organization

AVMED INC

Employer identification number

59-2742907

Part I

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

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

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)SANTAFE HEALTHCARE INC PO BOX 749 GAINESVILLE,FL326270749 59-2317607	MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES	FL	501(C)(3)	12B TYPE II	N/A		No
(2)NORTH FLORIDA RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE,FL326270749 59-1912330	RETIREMENT COMMUNITY	FL	501(C)(3)	10	SANTAFE HEALTHCARE INC		No
(3)NORTH CENTRAL FLORIDA HOSPICE INC PO BOX 749 GAINESVILLE,FL326270749 59-2490893	HOSPICE CARE	FL	501(C)(3)	10	SANTAFE HEALTHCARE INC		No
(4)SANTAFE SENIOR LIVING INC PO BOX 749 GAINESVILLE,FL326270749 20-3700526	MANAGEMENT AND FINANCIAL SUPPORT FOR NOT-FOR-PROFIT AFFILIATES	FL	501(C)(3)	12B TYPE II	SANTAFE HEALTHCARE INC		No
(5)BVG ACQUISITION INC PO BOX 749 GAINESVILLE,FL326270749 20-3701186	RETIREMENT COMMUNITY	FL	501(C)(3)	10	SANTAFE HEALTHCARE INC		No
(6)EAST RIDGE RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE,FL326270749 59-0903331	RETIREMENT COMMUNITY	FL	501(C)(3)	10	SANTAFE HEALTHCARE INC		No
(7)BONITA SPRINGS RETIREMENT VILLAGE INC PO BOX 749 GAINESVILLE,FL326270749 26-2386152	RETIREMENT COMMUNITY	FL	501(C)(3)	10	SANTAFE HEALTHCARE INC		No
(8)SANTAFE SENIOR LIVING FOUNDATION INC PO BOX 749 GAINESVILLE,FL326270749 26-4464727	CHARITABLE AND EDUCATIONAL PURPOSES	FL	501(C)(3)	7	SANTAFE HEALTHCARE INC		No
(9)HOSPICE OF THE FLORIDA KEYS INC PO BOX 749 GAINESVILLE,FL326270749 59-2386289	HOSPICE CARE & HOME HEALTH CARE	FL	501(C)(3)	7	SANTAFE HEALTHCARE INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2018

Page 2

Part III

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

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

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) SF HOLDING CORPINC PO BOX 749 GAINESVILLE,FL326270749 59-2903901	HOLDING COMPANY	FL	N/A	C				No

Schedule R (Form 990) 2018

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

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

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

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

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

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

Yes

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

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

Yes

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

Yes

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

Yes

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

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

Yes

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

Yes

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

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

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

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2018

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2018

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) 2018

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