Form990
Click to see attachment
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)
MediumBullet Do not enter social security numbers on this form as it may be made public.
MediumBullet 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:
CName of organization
Highmark Health
 
% MATTHEW BAZZANI
Doing business as
 
 
Number and street (or P.O. box if mail is not delivered to street address)
120 Fifth Avenue Suite 922
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
Pittsburgh, PA15222
D Employer identification number

45-3674900
E Telephone number

G Gross receipts $ 262,189,235
F Name and address of principal officer:
David Holmberg
120 Fifth Avenue
Pittsburgh,PA15222
I
Tax-exempt status: (   ) LeftBullet (insert no.) or
J
Website:MediumBullet
www.highmarkhealth.org
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:  
L Year of formation: 2011
M State of legal domicile: PA
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: HIGHMARK HEALTH IS THE PARENT ENTITY OF AN INTERDEPENDENT HEALTHCARE SYSTEM. SEE PART III, LINE 1 FOR OUR MISSION, VISION AND VALUES.
2 Check this box MediumBullet
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 12
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 11
5 Total number of individuals employed in calendar year 2018 (Part V, line 2a) ...... 5 1,754
6 Total number of volunteers (estimate if necessary) ............. 6 2,864
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, line 34 ......... 7b 553,480
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 200,526,144 212,862,048
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 92,279 123,063
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 100,675 49,204,124
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) 200,719,098 262,189,235
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 1,165,704 1,126,583
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) 178,087,773 200,794,670
16a Professional fundraising fees (Part IX, column (A), line 11e) ..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 49,853,443 51,877,494
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 229,106,920 253,798,747
19 Revenue less expenses. Subtract line 18 from line 12....... -28,387,822 8,390,488
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 394,513,134 450,506,582
21 Total liabilities (Part X, line 26)............. 67,759,388 87,533,822
22 Net assets or fund balances. Subtract line 21 from line 20..... 326,753,746 362,972,760
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ..........
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y Form 990 (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..............
1
Briefly describe the organization’s mission: HIGHMARK HEALTH IS THE PARENT ENTITY OF AN INTERDEPENDENT SYSTEM DESIGNED TO DELIVER HIGH QUALITY, ACCESSIBLE, UNDERSTANDABLE AND AFFORDABLE EXPERIENCES, OUTCOMES AND SOLUTIONS FOR OUR CUSTOMERS. SEE SCHEDULE O FOR OUR MISSION, VISION AND VALUES.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .....................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program
services? ...........................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $ 185,374,962 including grants of $ 1,126,583 ) (Revenue $ 212,966,625 )
INTRODUCTION TO HIGHMARK HEALTH (HH) HH IS THE PARENT ORGANIZATION OF AN INTEGRATED DELIVERY AND FINANCING SYSTEM THAT INCLUDES HIGHMARK INC. AND THE ALLEGHENY HEALTH NETWORK. HH PROVIDES STRATEGIC LEADERSHIP, STEWARDSHIP AND SUPPORT TO THE ALLEGHENY HEALTH NETWORK TO ENABLE IT TO EXECUTE ON ITS CHARITABLE MISSION. HH TOGETHER WITH THE ALLEGHENY HEALTH NETWORK AND WITHIN OUR INTEGRATED DELIVERY AND FINANCING SYSTEM ARE DEDICATED TO IMPROVING THE QUALITY OF CARE AND DRIVING DOWN HEALTHCARE COSTS. INTRODUCTION TO THE ALLEGHENY HEALTH NETWORK HEADQUARTERED IN PITTSBURGH, AHNS OPERATIONS ARE CONCENTRATED PRIMARILY IN THE PENNSYLVANIA CITIES OF PITTSBURGH AND ERIE AND THEIR SURROUNDING COMMUNITIES. THE AHN SYSTEM IS A PATIENT-CENTERED AND PHYSICIAN-LED ACADEMIC HEALTHCARE SYSTEM THAT PROVIDES COMPREHENSIVE HEALTHCARE SERVICES TO PATIENTS IN WESTERN PENNSYLVANIA AND THE ADJACENT REGIONS OF OHIO, WEST VIRGINIA, NEW YORK AND MARYLAND. AHN OPERATES EIGHT ACUTE CARE HOSPITALS WITH MORE THAN 2,200 BEDS IN QUATERNARY, TERTIARY AND COMMUNITY FACILITIES, EIGHT AMBULATORY SURGICAL CENTERS, SIX URGENT CARE CENTERS, AND FIVE HEALTH + WELLNESS PAVILIONS ("H+WPS"). THE AHN SYSTEM EMPLOYS MORE THAN 1,200 PHYSICIANS WHO PROVIDE A VARIETY OF PRIMARY AND SPECIALTY CARE AT MORE THAN 250 HEALTHCARE SITES THROUGHOUT THE REGION. AHN IS AFFILIATED WITH THREE MEDICAL SCHOOLS AND CURRENTLY EDUCATES MORE THAN 500 RESIDENTS EACH YEAR IN 46 ACCREDITED RESIDENCY PROGRAMS. AHN ALSO CONTROLS A RESEARCH INSTITUTE AND FOUR CHARITABLE FOUNDATIONS AND A TRUST THAT SUPPORT CERTAIN HOSPITALS WITHIN THE AHN SYSTEM. AHN PROVIDES AN ARRAY OF POST-ACUTE CARE SERVICES, PRIMARILY UNDER JOINT VENTURE ARRANGEMENTS, INCLUDING DURABLE MEDICAL EQUIPMENT, HOME INFUSION SERVICES AND HOME HEALTH AND HOSPICE SERVICES. AHN ALSO OWNS AND OPERATES A GROUP PURCHASING ORGANIZATION THAT SUPPORTS 87 MEMBERS (WHICH INCLUDE AHN ENTITIES) IN THE REGION, A CAPTIVE INSURANCE COMPANY, AND A CLINICALLY INTEGRATED NETWORK ("CIN"), AMONG OTHER BUSINESSES. AHNS PLAN IS TO TRANSFORM THE CURRENT MODEL OF HEALTH CARE DELIVERY IN WESTERN PENNSYLVANIA BY ENCOURAGING HEALTH CARE PROVIDERS WITHIN AHN, WHETHER HOSPITALS OR PHYSICIANS, TO USE THE MOST COST-EFFECTIVE VENUE FOR CARE, ADHERE TO THE HIGHEST, EVIDENCE-BASED STANDARDS OF CARE, AND DELIVER SUPERIOR OUTCOMES BY REDUCING UNNECESSARY READMISSIONS AND HEALTHCARE ASSOCIATED COMPLICATIONS. PROVIDING COST-EFFICIENT, CONVENIENTLY ACCESSED CARE DELIVERS VALUE AND BENEFIT TO LOCAL COMMUNITIES, PARTNER HEALTH CARRIERS, AREA BUSINESSES, AND MOST OF ALL TO AHNS PATIENTS. THE GOAL OF AHN IS TO PROMOTE HEALTH AND WELLNESS IN OUR COMMUNITIES BY PROVIDING SAFE, COMPASSIONATE, AFFORDABLE HEALTH CARE TO ALL WHO SEEK IT, REGARDLESS OF A PATIENTS RACE, CREED, GENDER, NATIONAL ORIGIN, PHYSICAL OR MENTAL DISABILITY, OR ABILITY TO PAY. VISION AND STRATEGY HH AND AHN ARE FULLY COMMITTED TO BUILDING A VALUE-BASED SYSTEM, REQUIRING A FULL-SCALE CULTURAL CHANGE IN THE WAY THAT CLINICAL SERVICES ARE DELIVERED. THIS INVOLVES MOVING CARE TO LOWER-COST SETTINGS; REDESIGNING CARE MODELS TO PROMOTE INTEGRATION AND CLINICAL STANDARDIZATION AND PASSING THOSE BENEFITS ALONG TO EMPLOYERS AND MEMBERS; REALIGNING PAYMENT TO QUALITY-AND COST-PERFORMANCE; AND EMBRACING NOVEL FORMS OF INTEGRATION AND PARTNERSHIPS AMONG DIFFERENT PROVIDERS AND PAYERS. HH AND AHN BELIEVE THIS PATH HOLDS PROMISE OF CORRECTING MANY OF THE FUNDAMENTAL ISSUES AFFECTING THE HEALTH CARE INDUSTRY TODAY. TRANSITION TO THAT MODEL, REQUIRES SUBSTANTIAL INVESTMENT TO BUILD THE CAPABILITIES AND NEW PROCESSES TO SUPPORT THE NECESSARY TYPE OF CARE, AND REQUIRES A NEW STRATEGY: CUSTOMER VALUE CREATION: AHN AND HH ARE BUILDING SERVICES, CAPABILITIES AND PRODUCTS THAT ARE ALIGNED TO PATIENTS DEMANDS FOR VALUE (ACCESS, EXPERIENCE, AND QUALITY AT AN AFFORDABLE COST). SUSTAINABLE GROWTH: FOCUSING ON BUSINESSES AND CUSTOMERS WHERE HH-AHNS COMMITMENT TO CUSTOMER VALUE MOST RESONATES. THAT INCLUDES BUILDING ON HHS HISTORY OF INVESTING IN DIVERSIFIED HEALTHCARE BUSINESSES THAT CAN ADD JOBS AND VALUE TO THE COMMUNITY. CLINICIAN-LED CARE DELIVERY TRANSFORMATION: CREATING CARE MODELS AND UNDERLYING PRODUCTS AND SERVICES THAT IMPROVE THE EXPERIENCE AND OUTCOMES OF PATIENTS, AND THAT ARE ORIENTED TOWARD REDUCING WASTE IN THE HEALTHCARE SYSTEM, BY PUTTING CLINICIANS IN THE DRIVERS SEAT. CORE BUSINESS PERFORMANCE: IMPROVING THE CORE SYSTEMS THAT ARE REQUIRED FOR DELIVERING HEALTH CARE. UNPARALLELED EXECUTION: BUILDING THE RIGHT SYSTEMS, PROCESSES AND CARE TEAMS TO ENSURE TRANSFORMATIONAL EXECUTION ACROSS THE NETWORK. 2018 WAS A YEAR OF ACCELERATION FOR THAT STRATEGY, AND THAT VALUE-BASED DELIVERY SYSTEM: AHN CREATED A NEW STANDARD FOR ACCESS BY LAUNCHING SAME-DAY APPOINTMENTS IN A MARKET THAT WAS AVERAGING 19 DAYS WAIT TIME FOR A PRIMARY CARE PHYSICIAN APPOINTMENT AND 38 DAYS FOR A SPECIALIST APPOINTMENT; A LIVING PROOF MARKETING CAMPAIGN HIGHLIGHTED THE HIGH DEGREE OF PATIENT TOUCH AND CARING THAT AHN PROVIDES FOR ITS PATIENTS; AND AHN, ITS COMMUNITY HOSPITAL PARTNERS, AND ITS CLINICALLY INTEGRATED NETWORK OF PHYSICIANS ARE WORKING TOGETHER TO CREATE A LOWER-COST NETWORK THAT COLLABORATES TO BUILD NEW, CONSISTENT AND MORE EFFECTIVE CARE MODELS.
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 expensesMediumBullet185,374,962
Form 990 (2018)
Form 990 (2018)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule AClick to see attachment.....................
1
Yes
 
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part IClick to see attachment.............
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part IIClick to see attachment..............
4
Yes
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes," complete Schedule C, Part IIIClick to see attachment.................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part IClick to see attachment..................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part IIClick to see attachment...
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes," complete Schedule D, Part IIIClick to see attachment.............
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part VClick to see attachment......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIClick to see attachment.......
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIIClick to see attachment.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IXClick to see attachment............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XClick to see attachment
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
 
No
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States? .....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........
14b
 
No
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV.....
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I(see instructions) ....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.....Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........Click to see attachment
22
 
No
Form 990 (2018)
Form 990 (2018)
Page 4
Part IV
Checklist of Required Schedules (continued)
Yes
No
23
Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a...............
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds? ...............
24c
 
 
d
Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I............
25a
 
No
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I...................
25b
 
No
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If "Yes," complete Schedule L, Part II................
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III.........
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L,
Part IV........................
28a
 
No
b
A family member of a current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV.....................
28b
 
No
c
An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If "Yes," complete Schedule L, Part IV...
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M .............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I.
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II...........
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I........Click to see attachment
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1.........................Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ...Click to see attachment
35b
Yes
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2............. Click to see attachment
36
 
No
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
512
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
Form 990 (2018)
Form 990 (2018)
Page 5
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
1,754
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
Yes
 
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
Yes
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ..
4a
 
No
b
If "Yes," enter the name of the foreign country: MediumBullet
See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? ...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? ....................
7a
 
No
b
If "Yes," did the organization notify the donor of the value of the goods or services provided? .....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? .........................
7c
 
No
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds.
Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? .........................
8
 
 
9a
Did the sponsoring organization make any taxable distributions under section 4966?...
9a
 
 
b
Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
15
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 .....
15
Yes
 
16
Is the organization an educational institution subject to the section 4968 excise tax on net investment income?
If "Yes," complete Form 4720, Schedule O ................
16
 
No
Form 990 (2018)
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
No
1a
Enter the number of voting members of the governing body at the end of the tax year
1a
12
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent
1b
11
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
Yes
 
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? .
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
 
No
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
 
No
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .......................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done...................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
PA
18
Section 6104 requires an organization to make its Form 1023 (or 1024-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.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, address, and telephone number of the person who possesses the organization's books and records:
MediumBulletMATTHEW BAZZANI120 FIFTH AVENUE SUITE 924   Pittsburgh,PA15222 (412) 544-8338
Form 990 (2018)
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.

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

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

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

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) Joseph Guyaux......................................................................
Chairman
 5.0
.................
10.0 		X           0 128,624 0
(2) David Blandino MD......................................................................
Director
 5.0
.................
15.0 		X           0 121,736 0
(3) Victor Roque......................................................................
Director
 5.0
.................
10.0 		X           0 115,136 0
(4) Thomas Donahue......................................................................
Director
 5.0
.................
5.0 		X           0 79,524 0
(5) Steven Hoffman CPA......................................................................
Director
 5.0
.................
10.0 		X           0 113,636 0
(6) Gregory Jordan Esq......................................................................
Director
 5.0
.................
5.0 		X           0 82,524 0
(7) David Malone......................................................................
Director
 5.0
.................
10.0 		X           0 85,524 0
(8) David Michael Matter......................................................................
Director
 5.0
.................
10.0 		X           0 113,736 0
(9) Terrence Cavanaugh......................................................................
Director
 5.0
.................
1.0 		X           0 0 0
(10) Susan Shoval......................................................................
Director
 5.0
.................
5.0 		X           0 0 150
(11) Dennis Brenckle......................................................................
Director
 5.0
.................
0.0 		X           0 0 0
(12) David Holmberg......................................................................
Ex Officio Director and Pres
 60.0
.................
5.0 		X   X       7,442,258 0 50,213
(13) Thomas Vankirk......................................................................
Secretary
 60.0
.................
5.0 		    X       2,438,330 0 29,520
(14) Dennis Cronin......................................................................
Assistant Treasurer
 60.0
.................
5.0 		    X       760,014 0 87,241
(15) Karen Hanlon......................................................................
Treasurer
 60.0
.................
5.0 		    X       2,593,642 0 226,592
(16) Michael Bennett......................................................................
EVP Chief Strat & Transf OFC
 60.0
.................
0.0 		      X     1,654,723 0 99,335
(17) Melissa Anderson......................................................................
EVP Chf Aud&Cmp Ofcr
 60.0
.................
0.0 		      X     1,110,647 0 121,267
Form 990 (2018)
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) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W- 2/1099-MISC) 		(E)
Reportable compensation from related organizations (W- 2/1099-MISC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) Daniel Onorato........................................................................
EVP, Corporate Affairs
 60.0
.......................0.0 		      X     1,317,035 0 50,271
(19) Larry Kleinman........................................................................
EVP Chief HR Officer
 60.0
.......................0.0 		      X     1,430,082 0 48,553
(20) Cindy Donohoe........................................................................
EVP Chief Marketing Officer
 60.0
.......................0.0 		      X     958,467 0 65,493
(21) Tony Farah MD........................................................................
EVP Chief Med & Clin Transf
 60.0
.......................5.0 		      X     2,095,117 0 37,377
(22) William Cashion........................................................................
SVP Chief Actuary
 60.0
.......................0.0 		        X   928,553 0 53,458
(23) Jacqueline Bauer........................................................................
General Counsel
 0.0
.......................60.0 		        X   902,968 0 91,667
(24) JANINE COLINEAR........................................................................
SVP FINANCE
 60.0
.......................0.0 		        X   816,403 0 60,582
(25) MATT FECZKO........................................................................
SVP CORP DEV & INVEST
 60.0
.......................0.0 		        X   783,101 0 49,551
(26) DEBORAH WERTZBERGER........................................................................
SVP POST ACUTE
 60.0
.......................0.0 		        X   660,747 0 15,882








1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)...........MediumBullet 25,892,087 840,440 1,087,152
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet446
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............
3
 
No
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such
individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
THE HACKETT GROUP INC,
LOCKBOX 741197
ATLANTA,GA303741197 		Consulting Services 5,360,815
GALLUP INC,
PO BOX 310284
DES MOINES,IA503310284 		Consulting Services 3,377,547
DELOITTE CONSULTING LLP,
PO BOX 844717
DALLAS,TX752844717 		Consulting Services 2,555,293
INTERNATIONAL BUSINESS MACHINES COR,
3039 E CORNWALLIS
RESRCH TRI PK,NC27009 		CONSULTING SERVICES 1,955,979
CLARITY SOLUTION GROUP LLC,
150 SOUTH WACKER SUITE 2750
CHICAGO,IL60606 		Consulting Services 1,501,058
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet174
Form 990 (2018)
Form 990 (2018)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII.............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512 - 514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues..1b  
c Fundraising events..1c  
d Related organizations1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and similar amounts not included above1f  
g Noncash contributions included in lines 1a - 1f:$  
h Total. Add lines 1a-1f.......MediumBullet 0
Program Service RevenueAmt Business Code
2a AFFILIATE EXPENSE REIMBURSEMENT 900099 212,862,048 212,862,048    
b
c
d
e
f All other program service revenue.        
g Total. Add lines 2a–2f ....MediumBullet 212,862,048
OtherAmtRevenueAmt 3 Investment income (including dividends, interest, and othersimilar amounts) ......MediumBullet 123,155     123,155
4 Income from investment of tax-exempt bond proceedsMediumBullet 0      
5 Royalties...........MediumBullet 0      
(ii) Personal (i) Real
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss) 0 0
d Net rental income or (loss)......MediumBullet 0      
(ii) Other (i) Securities
7a Gross amount from sales of assets other than inventory -92  
b Less: cost or other basis and sales expenses    
c Gain or (loss) -92  
d Net gain or (loss).....MediumBullet -92     -92
8a Gross income from fundraising events (not including $   of contributions reported on line 1c). See Part IV, line 18 ....
a 0
b Less: direct expenses ...b 0
c Net income or (loss) from fundraising events..MediumBullet 0    
9a Gross income from gaming activities.
See Part IV, line 19 ...
a 0
b Less: direct expenses ...b 0
c Net income or (loss) from gaming activities..MediumBullet 0      
10a Gross sales of inventory, less
returns and allowances ..
a 0
b Less: cost of goods sold ..b 0
c Net income or (loss) from sales of inventory..MediumBullet 0      
Business Code Miscellaneous Revenue
11a CHANGE IN EQUITY - PSH 900099 49,099,547     49,099,547
b MISCELLAEOUS INCOME 900099 104,577 104,577    
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 49,204,124
12 Total revenue. See Instructions......MediumBullet 262,189,235 212,966,625   49,222,610
Form 990 (2018)
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 1,126,583 1,126,583
2 Grants and other assistance to domestic individuals. See Part IV, line 22 0  
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, line 15 and 16. 0  
4 Benefits paid to or for members 0  
5 Compensation of current officers, directors, trustees, and key employees .... 22,518,079 16,325,607 6,192,472  
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .... 0      
7 Other salaries and wages 149,606,603 108,464,787 41,141,816  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 5,547,254 4,021,759 1,525,495  
9 Other employee benefits ....... 14,106,144 10,226,954 3,879,190  
10 Payroll taxes ........... 9,016,590 6,537,028 2,479,562  
11 Fees for services (non-employees):        
a Management ...... 0      
b Legal ......... 310,464 232,848 77,616  
c Accounting ........... 505,963   505,963  
d Lobbying ........... 104,298 104,298    
e Professional fundraising services. See Part IV, line 17 0  
f Investment management fees ...... 0      
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) 5,472,499 4,120,070 1,352,429  
12 Advertising and promotion .... 0      
13 Office expenses ....... 2,529,061 1,833,569 695,492  
14 Information technology ...... 5,220,521 4,698,469 522,052  
15 Royalties .. 0      
16 Occupancy ........... 886,979 643,060 243,919 0
17 Travel ............ 3,158,770 2,290,108 868,662  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials . 0      
19 Conferences, conventions, and meetings .... 1,849,705 1,341,036 508,669  
20 Interest ........... 0      
21 Payments to affiliates ....... 0      
22 Depreciation, depletion, and amortization .. 22,062,037 15,994,977 6,067,060  
23 Insurance ... 1,122,974 814,156 308,818  
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 SPONSORSHIPS 4,439,819 3,218,869 1,220,950  
b NON-DEPRECIABLE EQUIP.(EPIC) 1,849,796 1,664,816 184,980  
c CORPORATE DUES 1,547,109 1,121,654 425,455  
d EQUIPMENT RENTAL 9,298 8,368 930  
e All other expenses 808,201 585,946 222,255  
25 Total functional expenses. Add lines 1 through 24e 253,798,747 185,374,962 68,423,785 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2018)
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
Assets 1 Cash–non-interest-bearing ........ 0 1 0
2 Savings and temporary cash investments ......... 15,659,992 2 21,148,418
3 Pledges and grants receivable, net ...... 0 3 0
4 Accounts receivable, net ............. 0 4 0
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L .............
0 5 0
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L ..............
0 6 0
7 Notes and loans receivable, net .... 0 7 0
8 Inventories for sale or use ........ 0 8 0
9 Prepaid expenses and deferred charges ...... 4,726,084 9 7,510,777
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 201,208,531
b Less: accumulated depreciation 10b 53,480,702 140,540,080 10c 147,727,829
11 Investments—publicly traded securities . 1,595,375 11 0
12 Investments—other securities. See Part IV, line 11 ..... 0 12 0
13 Investments—program-related. See Part IV, line 11 .. 0 13 0
14 Intangible assets ............... 0 14 0
15 Other assets. See Part IV, line 11 ........... 231,991,603 15 274,119,558
16 Total assets. Add lines 1 through 15 (must equal line 34)... 394,513,134 16 450,506,582
Liabilities 17 Accounts payable and accrued expenses ..... 67,759,388 17 81,457,941
18 Grants payable ... 0 18 0
19 Deferred revenue ......... 0 19 0
20 Tax-exempt bond liabilities ......... 0 20 0
21 Escrow or custodial account liability. Complete Part IV of Schedule D 0 21 0
22 Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
persons. Complete Part II of Schedule L.. 0 22 0
23 Secured mortgages and notes payable to unrelated third parties .. 0 23 0
24 Unsecured notes and loans payable to unrelated third parties .. 0 24 0
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D 0 25 6,075,881
26 Total liabilities. Add lines 17 through 25.. 67,759,388 26 87,533,822
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 27 through 29, and lines 33 and 34.
27 Unrestricted net assets 326,753,746 27 362,972,760
28 Temporarily restricted net assets ........... 0 28 0
29 Permanently restricted net assets 0 29 0
Organizations that do not follow SFAS 117 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds .....   30  
31 Paid-in or capital surplus, or land, building or equipment fund ...   31  
32 Retained earnings, endowment, accumulated income, or other funds   32  
33 Total net assets or fund balances ........... 326,753,746 33 362,972,760
34 Total liabilities and net assets/fund balances ........ 394,513,134 34 450,506,582
Form 990 (2018)
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..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
262,189,235
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
253,798,747
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
8,390,488
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
326,753,746
5
Net unrealized gains (losses) on investments ...............
5
-15,750,179
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
43,578,705
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
362,972,760
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII.............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?
3a
 
No
b
If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.
3b
 
 
Form 990 (2018)
Form 990 (2018)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section 4947(a)(1) nonexempt charitable trust.
right arrow Attach to Form 990 or Form 990-EZ.
right arrow Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public
Inspection
Name of the organization
Highmark Health
 
Employer identification number

45-3674900
Part I
Reason for Public Charity Status (All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 12, check only one box.)
1
2
3
4
5
6
7
8
9

10
11
12
a
b
c
d
e
f
Enter the number of supported organizations ...............................4
g
Provide the following information about the supported organization(s).
(i) Name of supported organization (ii) EIN (iii) Type of organization (described on lines 1- 10 above (see instructions)) (iv) Is the organization listed in your governing document? (v) Amount of monetary support (see instructions) (vi) Amount of other support (see instructions)
Yes No
(A) WEST PENN ALLEGHENY HEALTH SYSTEM INC
  		453674924 3 Yes   6,854,499 0
(B) CANONSBURG GENERAL HOSPITAL
  		251737079 3 Yes   199,540 0
(C) ALLE-KISKI MEDICAL CENTER
  		251875178 3 Yes   479,473 0
(D) JEFFERSON REGIONAL MEDICAL CENTER
  		251260215 3 Yes   1,044,698 0
Total
4
 8,578,210 0
For Paperwork Reduction Act Notice, see the Instructions for
Form 990 or 990-EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv), 170(b)(1)(A)(vi), and 170(b)(1)(A)(ix)
(Complete only if you checked the box on line 5, 7, 8, or 9 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2014 (b) 2015 (c) 2016 (d) 2017 (e) 2018 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") ..            
2 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....            
3 The value of services or facilities furnished by a governmental unit to the organization without charge..            
4 Total. Add lines 1 through 3            
5 The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..  
6 Public support. Subtract line 5 from line 4.  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2014 (b) 2015 (c) 2016 (d) 2017 (e) 2018 (f) Total
7 Amounts from line 4..            
8 Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...            
9 Net income from unrelated business activities, whether or not the business is regularly carried on..            
10 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.)..            
11 Total support. Add lines 7 through 10  
12
12
 
13
First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a section 501(c)(3) organization, check this box and stop here........................................right arrow
Section C. Computation of Public Support Percentage
14
14
 
15
15
 
16a
b
17a
b
18
Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 10 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in) right arrow (a) 2014 (b) 2015 (c) 2016 (d) 2017 (e) 2018 (f) Total
1 Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .            
2 Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose            
3 Gross receipts from activities that are not an unrelated trade or business under section 513 .....            
4 Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...            
5 The value of services or facilities furnished by a governmental unit to the organization without charge            
6 Total. Add lines 1 through 5            
7a Amounts included on lines 1, 2, and 3 received from disqualified persons            
b Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.            
c Add lines 7a and 7b..            
8 Public support. (Subtract line 7c from line 6.)  
Section B. Total Support
Calendar year (or fiscal year beginning in) right arrow (a) 2014 (b) 2015 (c) 2016 (d) 2017 (e) 2018 (f) Total
9 Amounts from line 6...            
10a Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..            
b Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.            
c Add lines 10a and 10b.            
11 Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.            
12 Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) ..            
13 Total support. (Add lines 9, 10c, 11, and 12.)..            
14
Section C. Computation of Public Support Percentage
15
15
 
16
16
 
Section D. Computation of Investment Income Percentage
17
17
 
18
18
 
19a
b
20
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 4
Part IV
Supporting Organizations
(Complete only if you checked a box on line 12 of Part I. If you checked 12a of Part I, complete Sections A and B. If you checked 12b of Part I, complete Sections A and C. If you checked 12c of Part I, complete Sections A, D, and E. If you checked 12d of Part I, complete Sections A and D, and complete Part V.)
Section A. All Supporting Organizations
Yes
No
1
Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.
1
Yes
 
2
Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).
2
 
No
3a
Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.
3a
 
No
b
Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.
3b
 
 
c
Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.
3c
 
 
4a
Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 12a or 12b in Part I, answer (b) and (c) below.
4a
 
No
b
Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.
4b
 
 
c
Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.
4c
 
 
5a
Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).
5a
 
No
b
Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?
5b
 
 
c
Substitutions only. Was the substitution the result of an event beyond the organization's control?
5c
 
 
6
Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.
6
Yes
 
7
Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .
7
 
No
8
Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).
8
 
No
9a
Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.
9a
 
No
b
Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.
9b
 
No
c
Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.
9c
 
No
10a
Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.
10a
 
No
b
Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).
10b
 
 
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 5
Part IV
Supporting Organizations (continued)
Yes
No
11
Has the organization accepted a gift or contribution from any of the following persons?
a
A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?
11a
 
No
b
A family member of a person described in (a) above?
11b
 
No
c
A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.
11c
 
No
Section B. Type I Supporting Organizations
Yes
No
1
Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.
1
 
No
2
Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.
2
 
No
Section C. Type II Supporting Organizations
Yes
No
1
Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).
1
 
 
Section D. All Type III Supporting Organizations
Yes
No
1
Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?
1
 
 
2
Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).
2
 
 
3
By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.
3
 
 
Section E. Type III Functionally-Integrated Supporting Organizations
1
Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):
a
b
c
2
Activities Test. Answer (a) and (b) below.
Yes
No
a
Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.
2a
 
 
b
Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.
2b
 
 
3
Parent of Supported Organizations. Answer (a) and (b) below.
a
Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.
3a
 
 
b
Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.
3b
 
 
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 6
Part V
Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations
1
Section A - Adjusted Net Income (A) Prior Year (B) Current Year
(optional)
1 Net short-term capital gain 1    
2 Recoveries of prior-year distributions 2    
3 Other gross income (see instructions) 3    
4 Add lines 1 through 3 4    
5 Depreciation and depletion 5    
6 Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) 6    
7 Other expenses (see instructions) 7    
8 Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) 8    
Section B - Minimum Asset Amount (A) Prior Year (B) Current Year
(optional)
1 Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): 1
a Average monthly value of securities 1a    
b Average monthly cash balances 1b    
c Fair market value of other non-exempt-use assets 1c    
d Total (add lines 1a, 1b, and 1c) 1d    
e Discount claimed for blockage or other factors
(explain in detail in Part VI):  
2 Acquisition indebtedness applicable to non-exempt use assets 2    
3 Subtract line 2 from line 1d 3    
4 Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). 4    
5 Net value of non-exempt-use assets (subtract line 4 from line 3) 5    
6 Multiply line 5 by .035 6    
7 Recoveries of prior-year distributions 7    
8 Minimum Asset Amount (add line 7 to line 6) 8    
Section C - Distributable Amount Current Year
1 Adjusted net income for prior year (from Section A, line 8, Column A) 1  
2 Enter 85% of line 1 2  
3 Minimum asset amount for prior year (from Section B, line 8, Column A) 3  
4 Enter greater of line 2 or line 3 4  
5 Income tax imposed in prior year 5  
6 Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) 6  
7
Schedule A (Form 990 or 990-EZ) 2018

Schedule A (Form 990 or 990-EZ) 2018
Page 7
Part V
Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)
Section D - Distributions Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes  
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in
excess of income from activity		  
3 Administrative expenses paid to accomplish exempt purposes of supported organizations  
4 Amounts paid to acquire exempt-use assets  
5 Qualified set-aside amounts (prior IRS approval required)  
6 Other distributions (describe in Part VI). See instructions  
7Total annual distributions. Add lines 1 through 6.  
8 Distributions to attentive supported organizations to which the organization is responsive (provide
details in Part VI). See instructions		  
9 Distributable amount for 2018 from Section C, line 6  
10 Line 8 amount divided by Line 9 amount  
Section E - Distribution Allocations (see instructions) (i)
Excess Distributions 		(ii)
Underdistributions
Pre-2018 		(iii)
Distributable
Amount for 2018
1 Distributable amount for 2018 from Section C, line
6 		 
2 Underdistributions, if any, for years prior to 2018 (reasonable cause required-- explain in Part VI).
See instructions.		  
3 Excess distributions carryover, if any, to 2018:
a From 2013.......  
b From 2014.......  
c From 2015.......  
d From 2016.......  
e From 2017.......  
fTotal of lines 3a through e  
g Applied to underdistributions of prior years  
h Applied to 2018 distributable amount  
i Carryover from 2013 not applied (see
instructions) 		 
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.  
4Distributions for 2018 from Section D, line 7:
$  
a Applied to underdistributions of prior years  
b Applied to 2018 distributable amount  
c Remainder. Subtract lines 4a and 4b from 4.  
5 Remaining underdistributions for years prior to
2018, if any. Subtract lines 3g and 4a from line 2.
If the amount is greater than zero, explain in Part VI.
See instructions.		  
6 Remaining underdistributions for 2018. Subtract
lines 3h and 4b from line 1. If the amount is greater
than zero, explain in Part VI. See instructions.		  
7 Excess distributions carryover to 2019. Add lines
3j and 4c.		  
8 Breakdown of line 7:
a Excess from 2014......  
b Excess from 2015.....  
c Excess from 2016.....  
d Excess from 2017.....  
e Excess from 2018.....  
Schedule A (Form 990 or 990-EZ) (2018)

Schedule A (Form 990 or 990-EZ) 2018
Page 8
Part VI
Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
 
Return Reference Explanation
SCHEDULE A, PART IV, SECTION A, LINE 6 Highmark Health (HH) exists to support the charitable mission of the Allegheny Health Network. Refer to Schedule O for information on the Allegheny Health Network and HHs role in supporting its mission. HH provides services to Highmark Inc. Highmark Inc. is a Pennsylvania nonprofit corporation and an independent licensee of the Blue Cross and Blue Shield Association. HH is the sole voting member of Highmark Inc.
SCHEDULE A, PART IV, SECTION B, LINE 1 THE HIGHMARK HEALTH (HH) BOARD BROADLY REPRESENTS THE COMMUNITY SERVED BY THE HEALTH SYSTEM. THE HH BOARD IS A SELF PERPETUATING BOARD; THE HH BOARD MEMBERS WILL SELECT THEIR SUCCESSORS.
SCHEDULE A, PART I - INFORMATION ABOUT SUPPORTED ORGANIZATIONS HIGHMARK HEALTH PROVIDED ADMINISTRATIVE AND OTHER SERVICES TO THE SUPPORTED ORGANIZATIONS LISTED.
Schedule A (Form 990 or 990-EZ) 2018


Additional Data


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

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

For Organizations Exempt From Income Tax Under section 501(c) and section 527

SchCMd Bullet Complete if the organization is described below. SchCMd Bullet Attach to Form 990 or Form 990-EZ.
SchCMd BulletGo 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
Highmark Health
 
Employer identification number

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

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV (see instructions for definition of “political campaign activities")

2
Political campaign activity expenditures (see instructions) ....................................................................SchCMd Bullet
$  
3
Volunteer hours for political campaign activities (see instructions) ..................................................................
 

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

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

$  
4
Did the filing organization file Form 1120-POL for this year? ...................................................................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
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

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

4-Year Averaging Period Under section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
Calendar year (or fiscal year
beginning in) 		(a) 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


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)
No
Yes
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? ...........................................................................................................
 
No
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........
Yes
 
c
Media advertisements? ...................................................................................................
 
No
 
d
Mailings to members, legislators, or the public? .............................................................................
 
No
 
e
Publications, or published or broadcast statements? ...........................................................
 
No
 
f
Grants to other organizations for lobbying purposes? ..........................................................
 
No
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? .......................
Yes
 
271,378
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................
 
No
 
i
Other activities? ...................................................................................................................
 
No
 
j
Total. Add lines 1c through 1i ....................................................................................................
271,378
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
No
b
If "Yes," enter the amount of any tax incurred under section 4912 ...........................................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ...............................................
1
 
 
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................
2
 
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................
3
 
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members ......................................................................
1
 
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).
a
Current year .............................................................................................................................
2a
 
b
Carryover from last year ............................................................................................................
2b
 
c
Total ...........................................................................................................................................
2c
 
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
 
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................
4
 
5
Taxable amount of lobbying and political expenditures (see instructions) .........................................
5
 
Part IV
Supplemental Information
Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.
Return Reference Explanation
LOBBYING ACTIVITY SCHEDULE C, PART II-B, LINE 1G HIGHMARK HEALTH MANAGEMENT, AS NEEDED, WILL MAKE CONTACT WITH ELECTED AND APPOINTED OFFICIALS AT THE FEDERAL, STATE AND LOCAL LEVELS. THIS CONTACT IS NECESSARY TO PROMOTE LEGISLATIVE ACTIONS WITH RESPECT TO HEALTHCARE RELATED ISSUES THAT COULD IMPACT THE ORGANIZATION AND HAVE ADVERSE CONSEQUENCES FOR THE COMMUNITIES WE SERVE.
Schedule C (Form 990 or 990EZ) 2018


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

45-3674900
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" 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 ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" on Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ...................... 2a  
b Total acreage restricted by conservation easements .................... 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after 7/25/06, and not on a historic structure listed in the National Register ... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............
6
Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenue included on Form 990, Part VIII, line 1 .........................SchDMd Bullet $  
(ii)
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:
a
Revenue included on Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2018

Schedule D (Form 990) 2018
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b If "Yes," explain the arrangement in Part XIII and complete the following table: Amount
c Beginning balance ............................. 1c  
d Additions during the year ............................ 1d  
e Distributions during the year .......................... 1e  
f Ending balance ................................ 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....
Part V
Endowment Funds. Complete if the organization answered "Yes" 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 ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages on lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations .................
3a(i)
 
 
(ii) related organizations .................
3a(ii)
 
 
b
If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment.
Complete if the organization answered "Yes" 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 .....      
b Buildings ....        
c Leasehold improvements   22,316 6,269 16,047
d Equipment ....   48,054,028 18,432,467 29,621,561
e Other .....   153,132,187 35,041,966 118,090,221
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..SchDMdBullet 147,727,829
Schedule D (Form 990) 2018

Schedule D (Form 990) 2018
Page 3
Part VII
Investments—Other 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.)Small Bullet  
Part VIII
Investments—Program 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.)Small Bullet  
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) INVESTMENT IN PENN STATE HLTH 233,490,444
(2) INTERCOMPANY RECEIVABLES 40,629,114
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet 274,119,558
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 0
DEFERRED COMPENSATION 4,604,541
EXCISE TAXES PAYABLE 1,471,340
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 6,075,881
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

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  
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains (losses) on investments .... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d ..................... 2e  
3 Subtract line 2e from line 1.................. 3  
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b.................... 4c  
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5  
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1  
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities ......... 2a  
b Prior year adjustments ............ 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ............ 2d  
e Add lines 2a through 2d.................... 2e  
3 Subtract line 2e from line 1................... 3  
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ............ 4b  
c Add lines 4a and 4b..................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5  
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
INCLUSION IN CONSOLIDATED AUDITED FINANCIAL STATEMENT: HIGHMARK HEALTH (HH) DOES NOT ISSUE INDEPENDENT AUDITED FINANCIAL STATEMENTS. HH IS A COMPONENT OF A CONSOLIDATED AUDITED FINANCIAL STATEMENT. THE FOLLOWING ANALYSIS REPRESENTS THE RECONCILIATION BETWEEN THE NET INCOME ON THE FINANCIAL STATEMENTS AND THE NET INCOME AS REFLECTED ON IRS FORM 990, PART 1, LINE 19: (REPORTED IN THOUSANDS OF DOLLARS) NET INCOME PER FINANCIAL STATEMENTS $ 570,777 LESS: EQUITY INCOME OF OTHER SUBSIDIARIES $ 562,387 ---------- NET INCOME PER FORM 990 $ 8,390 ==========
SCHEDULE D, PART X, LINE 2 ASC 740 FOOTNOTE HIGHMARK HEALTH RECORDS UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH FASB ACCOUNTING STANDARDS CODIFICATION (ASC) 740, INCOME TAXES. ASC 740 CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES BY DEFINING CRITERIA THAT A TAX POSITON ON AN INDIVIDUAL MATTER MUST MEET BEFORE THAT POSITION IS RECOGNIZED. ASC 740 ALSO PROVIDES GUIDANCE ON MEASUREMENT, CLASSIFICATION, INTEREST AND PENALTIES, DISCLOSURE AND ACCOUNTING IN INTERIM PERIODS. BASED ON AN ANALYSIS PREPARED BY HIGHMARK HEALTH, IT WAS DETERMINED THAT THE APPLICATION OF FASB ASC 740 HAD NO MATERIAL EFFECT ON THE RECORDED ASSETS AND LIABILITIES OF HH ON A STANDALONE BASIS. AN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATED HIGHMARK SYSTEM LEVEL ONLY, INCLUDING HIGHMARK HEALTH AND ALL TAXABLE AND TAX-EXEMPT SUBSIDIARIES.
Schedule D (Form 990) 2018


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Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990.
lBullet Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public
Inspection
Name of the organization
Highmark Health
 
Employer identification number
45-3674900
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient
that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC section
(if applicable)		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
noncash assistance		 (h) Purpose of grant
or assistance
(1) ALLEGHENY VALLEY HABITAT FOR HUMANITY
225 FREEPORT ST
NEW KENSINGTON,PA15068 		25-1776631 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(2) ALLEGHNEY HEALTH NETWORK
320 EAST NORTH AVENUE
14TH FLOOR-SOUTH TOWER
PITTSBURGH,PA15212 		25-1320493 501(c)(3) 75,000   FMV N/A GENERAL SUPPORT
(3) ALLE-KISKI VALLEY SENIOR CITIZENS CENTER
PROJECT SEED
1039 3RD AVENUE
NEW KENSINGTON,PA15068 		25-1268694 501(c)(3) 7,500   FMV N/A GENERAL SUPPORT
(4) ALLISON PARK CHURCH OF THE ASSEMBLIES
2326 DUNCAN AVENUE
ALLISON PARK,PA15101 		25-1303579 501(c)(3) 25,000   FMV N/A GENERAL SUPPORT
(5) AMERICAN JEWISH JOINT DISTRIBUTION COMM
PO BOX 4124
NEW YORK,NY10163 		13-1656634 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(6) BENEDICTINE SOCIETY OF WESTMORELAND COUN
232 WEST 25 STREET
ERIE,PA16544 		25-0964126 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(7) CARSON SCHOLARS FUND INC
305 WEST CHESAPEAKE AVENUE
TOWSON,MD21204 		52-1851346 501(c)(3) 35,000   FMV N/A GENERAL SUPPORT
(8) CATHOLIC CHARITIES DIOCESE OF PGH INC
212 NINTH STREET
PITTSBURGH,PA15222 		25-1326213 501(c)(3) 20,000   FMV N/A GENERAL SUPPORT
(9) CENTRAL CATHOLIC HIGH SCHOOL-PITTSBURGH
4720 FIFTH AVE
PITTSBURGH,PA15213 		20-0478989 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(10) CENTRAL PENNSYLVANIA FOOD BANK
ATTN SOUP A BOWL 3908 COREY ROA
HARRISBURG,PA17109 		23-2202250 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(11) CHILDREN'S MUSEUM OF PITTSBURGH
10 CHILDRENS WAY
PITTSBURGH,PA15212 		25-1379704 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(12) CLEVELAND CLINIC FOUNDATION
9500 EUCLID AVE
MAIL CODE H18
CLEVELAND,OH44195 		34-0714585 501(c)(3) 50,000   FMV N/A GENERAL SUPPORT
(13) COALITION FOR CHRISTIAN OUTREACH
5912 PENN AVENUE
PITTSBURGH,PA152063805 		25-1216330 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(14) COMMISSION ON ECONOMIC OPPORTUNITY
165 AMBER LANE PO BOX 1127
WILKESBARRE,PA187031127 		23-1653093 501(c)(3) 15,000   FMV N/A GENERAL SUPPORT
(15) DUQUESNE UNIVERSITY
SCHOOL OF EDUCATION 213 CANEVIN HA
PITTSBURGH,PA15282 		25-1035663 501(c)(3) 20,000   FMV N/A GENERAL SUPPORT
(16) EAST LIBERTY FAMILY HEALTH CARE CENTER
6023 HARVARD STREET
PITTSBURGH,PA15206 		25-1417228 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(17) EASTMINISTER PRESBYTERIAN CHURCH
250 N HIGHLAND AVE
PITTSBURGH,PA15206 		25-0979378 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(18) FLORIDA LIONS EYE CLINIC
10322 PENNSYLVANIA AVENUE
BONITA SPRINGS,FL34135 		45-0560906 501(c)(3) 25,000   FMV N/A GENERAL SUPPORT
(19) GEORGETOWN UNIVERSITY
37TH AND 0 STREET NW
WASHINGTON,DC20057 		53-0196603 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(20) GREAT BARRINGTON LAND CONSERVANCY INC
LAKE MANSFIELD ALL PO BOX 987
GREAT BARRINGTON,MA01230 		04-3091536 501(c)(3) 7,500   FMV N/A GENERAL SUPPORT
(21) HARRISBURG UNIV OF SCIENCE & TECHNOLOGY
301 MARKET STREET 9TH FLOOR
HARRISBURG,PA17101 		25-1900793 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(22) JEWISH COMMUNITY ALLIANCE OF NORTHEAST PA
60 SOUTH RIVER STREET
WILKES BARRE,PA18702 		24-0796936 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(23) JUBILEE ASSOCIATION INC
MS PAULETTE BLASKO 2005 WYANDOTTE
PITTSBURGH,PA15219 		25-1394229 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(24) LIGHTHOUSE OF COLLIER INC
2685 HORSESHOE DRIVE SOUTH SUITE 2
NAPLES,FL34104 		27-0401702 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(25) MEDICAL ONCOLOGY ASSOCIATES
382 PIERCE STREET
KINGSTON,PA18704 		23-3092746 501(C)(3) 10,000   FMV N/A GENERAL SUPPORT
(26) PITTSBURGH CULTURAL TRUST
125 7TH ST SUITE 1700
PITTSBURGH,PA15222 		25-1469002 501(c)(3) 15,000   FMV N/A GENERAL SUPPORT
(27) PITTSBURGH PUBLIC THEATER
ALLEGHENY SQUARE
PITTSBURGH,PA15212 		23-7398683 501(c)(3) 35,000   FMV N/A GENERAL SUPPORT
(28) PITTSBURGH URBAN CHRISTIAN SCHOOL INC
809 CENTER STREET
PITTSBURGH,PA15221 		25-1405301 501(c)(3) 20,000   FMV N/A GENERAL SUPPORT
(29) POISE FOUNDATION
603 STANWIX ST STE 1700
PITTSBURGH,PA15222 		25-1393426 501(c)(3) 50,000   FMV N/A GENERAL SUPPORT
(30) RONALD MCDONALD HOUSE CHARITIES OF CENT PA
550 MICKLE BOULEVARD
CAMDEN,NJ08103 		23-2204761 501(c)(3) 15,000   FMV N/A GENERAL SUPPORT
(31) SECOND PRESBYTERIAN CHURCH
3511 BELMONT BLVD
NASHVILLE,TN37215 		62-0644692 501(c)(3) 20,000   FMV N/A GENERAL SUPPORT
(32) THE FOUNDATION FOR ENHANCING COMMUNITIES
200 NORTH THIRD STREET
HARRISBURG,PA17101 		01-0564355 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(33) THE JOSEPH ROBERT SHAW FOUNDATION INC
5117 52ND STREET NW
WASHINGTON,DC20016 		82-0765105 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(34) THE PITTSBURGH FOUNDATION
FIVE PPG PLACE SUITE 250
PITTSBURGH,PA152225414 		25-0965466 501(c)(3) 200,000   FMV N/A GENERAL SUPPORT
(35) THE SIGHT CENTER OF NORTWEST PA
2402 CHERRY STREET
ERIE,PA165022693 		25-0965454 501(c)(3) 10,000   FMV N/A GENERAL SUPPORT
(36) UNITED WAY FOUNDATION OF THE CAPITAL
2235 MILLENNIUM WAY
ENOLA,PA17025 		25-1733405 501(c)(3) 25,000   FMV N/A GENERAL SUPPORT
(37) UNITED WAY OF SOUTHWESTERN PA
1250 PENN AVENUE
PITTSBURGH,PA15222 		25-1373514 501(c)(3) 57,500   FMV N/A GENERAL SUPPORT
(38) URBAN LEAGUE OF GREATER PITTSBURGH
610 WOOD STREET
PITTSBURGH,PA152222222 		25-0965592 501(c)(3) 25,000   FMV N/A GENERAL SUPPORT
(39) VOLUNTEERS IN MEDICINE BERKSHIRES INC
777 MAIN ST STE 4
GREAT BARRINGTON,MA01230 		90-0140004 501(c)(3) 15,000   FMV N/A GENERAL SUPPORT
(40) WHITAKER CENTER FOR SCIENCE & THE ARTS
THE KUNKEL BLDG 301 MARKET ST
HARRISBURG,PA171012205 		25-1724566 501(c)(3) 20,000   FMV N/A GENERAL SUPPORT
(41) WYOMING SEMINARY
201 NORTH SPRAGUE AVENUE
KINGSTON,PA18704 		24-0795509 501(c)(3) 7,500   FMV N/A GENERAL SUPPORT
(42) JEFFERSON AWARDS FOR PUBLIC SERVICE
100 WEST 10TH ST STE 215
WILMINGTON,DE19801 		52-0959336 501(C)(3) 17,500   FMV N/A GENERAL SUPPORT
2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image
42
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2018

Schedule I (Form 990) 2018
Page 2
Part III
Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Number of
recipients		 (c) Amount of
cash grant		 (d) Amount of
noncash assistance		 (e) Method of valuation (book,
FMV, appraisal, other)		 (f) Description of noncash assistance
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Part IV
Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.
Return Reference Explanation
PROCEDURES FOR MONITORING THE USE OF GRANT FUNDS IN THE U.S. SCHEDULE I, PART I, LINE 2 HIGHMARK HEALTH ANALYZES REQUESTS FOR CHARITABLE DISBURSEMENTS ON AN ONGOING BASIS. DISBURSEMENTS ARE AWARDED TO ORGANIZATIONS THAT DEMONSTRATE A CHARITABLE PURPOSE AND/OR A COMMUNITY BENEFIT AND WHO WILL PUT THE USE OF THE FUNDS TOWARD THE CHARITABLE MISSION FOR WHICH HIGHMARK HEALTH WAS FOUNDED.
Schedule I (Form 990) 2018



Additional Data


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Software Version:  


Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" 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
Highmark Health
 
Employer identification number

45-3674900
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain .........
1b
Yes
 
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
Yes
 
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment? .............
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization? ....................
5a
 
No
b
Any related organization? .......................
5b
 
No
If "Yes," on line 5a or 5b, describe in Part III.
6
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:
a
The organization? ..................
6a
 
No
b
Any related organization? ......................
6b
 
No
If "Yes," on line 6a or 6b, describe in Part III.
7
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 ............
7
Yes
 
8
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 ..........................
8
Yes
 
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
Yes
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2018

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
(i) Base
compensation 		(ii) Bonus & incentive
compensation 		(iii) Other reportable compensation
1David Holmberg
Ex Officio Director and Pres 		(i)

(ii)		 1,400,000
-------------
0 		5,468,347
-------------
0 		573,911
-------------
0 		18,148
-------------
0 		32,065
-------------
0 		7,492,471
-------------
0 		0
-------------
0
2Thomas Vankirk
Secretary 		(i)

(ii)		 643,303
-------------
0 		1,645,757
-------------
0 		149,270
-------------
0 		20,898
-------------
0 		8,622
-------------
0 		2,467,850
-------------
0 		0
-------------
0
3Dennis Cronin
Assistant Treasurer 		(i)

(ii)		 350,968
-------------
0 		386,463
-------------
0 		22,583
-------------
0 		63,830
-------------
0 		23,411
-------------
0 		847,255
-------------
0 		0
-------------
0
4Karen Hanlon
Treasurer 		(i)

(ii)		 729,005
-------------
0 		1,842,414
-------------
0 		22,223
-------------
0 		206,493
-------------
0 		20,099
-------------
0 		2,820,234
-------------
0 		0
-------------
0
5Michael Bennett
EVP Chief Strat & Transf OFC 		(i)

(ii)		 552,761
-------------
0 		1,031,948
-------------
0 		70,014
-------------
0 		75,035
-------------
0 		24,300
-------------
0 		1,754,058
-------------
0 		0
-------------
0
6Melissa Anderson
EVP Chf Aud&Cmp Ofcr 		(i)

(ii)		 428,640
-------------
0 		661,461
-------------
0 		20,546
-------------
0 		97,734
-------------
0 		23,533
-------------
0 		1,231,914
-------------
0 		0
-------------
0
7Daniel Onorato
EVP, Corporate Affairs 		(i)

(ii)		 494,391
-------------
0 		751,615
-------------
0 		71,029
-------------
0 		18,148
-------------
0 		32,123
-------------
0 		1,367,306
-------------
0 		0
-------------
0
8Larry Kleinman
EVP Chief HR Officer 		(i)

(ii)		 520,193
-------------
0 		757,857
-------------
0 		152,032
-------------
0 		18,148
-------------
0 		30,405
-------------
0 		1,478,635
-------------
0 		68,633
-------------
0
9Cindy Donohoe
EVP Chief Marketing Officer 		(i)

(ii)		 427,693
-------------
0 		510,450
-------------
0 		20,324
-------------
0 		45,489
-------------
0 		20,004
-------------
0 		1,023,960
-------------
0 		0
-------------
0
10Tony Farah MD
EVP Chief Med & Clin Transf 		(i)

(ii)		 877,058
-------------
0 		1,073,612
-------------
0 		144,447
-------------
0 		9,625
-------------
0 		27,752
-------------
0 		2,132,494
-------------
0 		0
-------------
0
11William Cashion
SVP Chief Actuary 		(i)

(ii)		 407,080
-------------
0 		430,103
-------------
0 		91,370
-------------
0 		20,898
-------------
0 		32,560
-------------
0 		982,011
-------------
0 		0
-------------
0
12Jacqueline Bauer
General Counsel 		(i)

(ii)		 406,674
-------------
0 		476,809
-------------
0 		19,485
-------------
0 		76,303
-------------
0 		15,364
-------------
0 		994,635
-------------
0 		0
-------------
0
13JANINE COLINEAR
SVP FINANCE 		(i)

(ii)		 359,328
-------------
0 		436,267
-------------
0 		20,808
-------------
0 		31,202
-------------
0 		29,380
-------------
0 		876,985
-------------
0 		0
-------------
0
14MATT FECZKO
SVP CORP DEV & INVEST 		(i)

(ii)		 308,342
-------------
0 		454,610
-------------
0 		20,149
-------------
0 		20,752
-------------
0 		28,799
-------------
0 		832,652
-------------
0 		0
-------------
0
15DEBORAH WERTZBERGER
SVP POST ACUTE 		(i)

(ii)		 54,923
-------------
0 		178,500
-------------
0 		427,324
-------------
0 		0
-------------
0 		15,882
-------------
0 		676,629
-------------
0 		0
-------------
0
Schedule J (Form 990) 2018

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
FIRST CLASS OR CHARTER TRAVEL AND TRAVEL FOR COMPANIONS SCHEDULE J, PART I, LINE 1A A SELECT NUMBER OF EXECUTIVES LISTED IN FORM 990, PART VII RECEIVED TAX GROSS-UP PAYMENTS FROM THE ORGANIZATION FOR FIRST CLASS TRAVEL AND TRAVEL FOR COMPANIONS DURING THE YEAR ENDED DECEMBER 31, 2018. THESE EXECUTIVES INCLUDE TWO DIRECTORS AND A KEY EMPLOYEE. TAX INDEMNIFICATION AND GROSS UPS SCHEDULE J, PART I, LINE 1A A SELECT NUMBER OF EXECUTIVES LISTED IN FORM 990, PART VII RECEIVED TAX GROSS-UP PAYMENTS FROM THE ORGANIZATION. THESE WERE INCLUDED IN BOX 5 OF THEIR IRS FORM W-2. MICHAEL BENNETT DEBORAH WERTZBERGER MATTHEW FECZKO DANIEL ONORATO SEVERANCE PAYMENT SCHEDULE J, PART I, LINE 4A DEBORAH WERTZBERGER RECEIVED A SEVERANCE PAYMENT OF $287,692 IN 2018.
SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B THE FOLLOWING INDIVIDUALS RECEIVED OR PROVIDED 457(F) CONTRIBUTIONS INCLUDED IN 2018 W-2 COMPENSATION: LARRY KLEINMAN $128,809 TONY FARAH, M.D. $117,644 DAVID HOLMBERG $546,137 DANIEL ONORATO $48,429 THOMAS VANKIRK $121,656 WILLIAM CASHION $69,038 THE FOLLOWING INDIVIDUALS HAD 457(F) OR CONTRIBUTIONS DEFERRED IN 2018. DENNIS CRONIN $29,181 KAREN HANLON $177,345 MELISSA ANDERSON $63,086 MICHAEL BENNETT $59,637 CINDY DONOHOE $30,091 JACQUELINE BAUER $41,655 MATTHEW FECZKO $2,604 JANINE COLINEAR $13,054
NONFIXED PAYMENTS SCHEDULE J, PART I, LINE 7 HIGHMARK HEALTH (HH) PROVIDES BONUS COMPENSATION AS PART OF ITS TOTAL COMPENSATION PROGRAM FOR OFFICERS AND KEY EMPLOYEES. IN THE VAST MAJORITY OF ARRANGEMENTS, THIS COMPONENT IS BASED UPON ACCOMPLISHMENT OF PREDETERMINED PERFORMANCE GOALS AND OBJECTIVES AND RESULTS IN FIXED PAYMENTS. HOWEVER, HIGHMARK HEALTH HAS ENTERED INTO ARRANGEMENTS WHICH PROVIDE FOR OTHER BONUSES WHICH ARE DISCRETIONARY IN NATURE, TO A LIMITED NUMBER OF THOSE PERSONS LISTED IN THIS FORM 990, PART VII, SECTION A, LINE 1A. NOTWITHSTANDING SUCH DISCRETION AND ASSUMING FULL PAYOUT OF SUCH DISCRETIONARY PAYMENTS, THE TOTAL COMPENSATION PAID TO THOSE PERSONS FALLS WITHIN THE RANGE OF FAIR MARKET VALUE.
PAID/ACCRUED COMP PURSUANT TO A CONTRACT SUBJ TO THE INITIAL CONTRACT EXCP SCHEDULE J, PART I, LINES 8 AND 9 HIGHMARK HEALTH (HH) HAS CERTAIN EMPLOYMENT CONTRACTS WHICH MAY QUALIFY FOR THE INITIAL CONTRACT EXCEPTION UNDER IRC REGULATION 53.4958-4(A)(3). IF SO QUALIFIED THE REBUTTABLE PRESUMPTION PROCEDURES DESCRIBED IN IRC REGULATION 53.4958-6(C) WERE FOLLOWED.
Schedule J (Form 990) 2018
Additional Data


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

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
MediumBullet Attach to Form 990 or 990-EZ.
MediumBullet Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2018
Open to Public
Inspection
Name of the organization
Highmark Health
 
Employer identification number

45-3674900
Return Reference Explanation
MISSION, VISION AND VALUES FORM 990, PART III, LINE 1 MISSION OUR MISSION IS TO CREATE A REMARKABLE HEALTH EXPERIENCE, FREEING PEOPLE TO BE THEIR BEST. VISION OUR VISION IS A WORLD WHERE EVERYONE EMBRACES HEALTH. VALUES PEOPLE MATTER - EVERY PERSON CONTRIBUTES TO OUR SUCCESS. WE STRIVE FOR AN INCLUSIVE CULTURE, REGARDING PEOPLE AS PROFESSIONALS AND RESPECTING INDIVIDUAL DIFFERENCES WHILE FOCUSING ON THE COLLECTIVE WHOLE. STEWARDSHIP - WORKING TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE AND WISELY MANAGING THE ASSETS WHICH HAVE BEEN ENTRUSTED TO OUR CARE. TRUST - EARNING TRUST BY DELIVERING ON OUR COMMITMENTS AND LEADING BY EXAMPLE. INTEGRITY - COMMITTING TO THE HIGHEST STANDARDS ENCOMPASSING EVERY ASPECT OF OUR BEHAVIOR INCLUDING HIGH MORAL CHARACTER, RESPECT, HONESTY AND PERSONAL RESPONSIBILITY. CUSTOMER-FOCUSED COLLABORATION - BECAUSE NO ONE PERSON HAS ALL THE ANSWERS, WE ACTIVELY SEEK TO COLLABORATE WITH EACH OTHER TO ACHIEVE THE RIGHT OUTCOMES FOR OUR CUSTOMERS. COURAGE - EMPOWERING EACH OTHER TO ACT IN A PRINCIPLED MANNER AND TO TAKE APPROPRIATE RISKS TO DO WHAT IS RIGHT TO FULFILL OUR MISSION. INNOVATION - COMMITTING TO CONTINUOUS LEARNING AND EXPLORING NEW, BETTER, AND CREATIVE WAYS TO ACHIEVE OUR VISION. EXCELLENCE - BEING ACCOUNTABLE FOR CONSISTENTLY EXCEEDING THE EXPECTATIONS OF THOSE WE SERVE.
BUSINESS RELATIONSHIPS FORM 990, PART VI, LINE 2 THE FOLLOWING BOARD MEMBERS HAVE A BUSINESS RELATIONSHIP THROUGH THEIR CONNECTION OF SERVING TOGETHER ON THE BOARD OF RELATED TAXABLE NON-PROFIT ORGANIZATIONS: JOSEPH GUYAUX, DAVID BLANDINO, M.D., VICTOR ROQUE, THOMAS DONAHUE, STEVEN HOFFMAN, CPA, GREGORY JOURDAN, ESQ., DAVID MALONE, DAVID MATTER, SUSAN SHOVAL, AND DAVID HOLMBERG. DAVID HOLMBERG AND DENNIS CRONIN HAVE A BUSINESS RELATIONSHIP.
REVIEW PROCESS FORM 990, PART VI, LINE 11B THE HIGHMARK HEALTH (HH) IRS FORM 990 WAS PREPARED BY ITS EXTERNAL TAX ADVISORS, PRICEWATERHOUSECOOPERS LLP AND REVIEWED BY THE HH TAX DEPARTMENT, SENIOR MANAGEMENT OF THE ORGANIZATION AND THE AUDIT AND COMPLIANCE COMMITTEE. BEFORE FILING THE TAX RETURN WITH THE INTERNAL REVENUE SERVICE, A FINAL COPY WAS PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS.
CONFLICT OF INTEREST POLICY MONITORING AND ENFORCEMENT FORM 990, PART VI, SECTION B, LINE 12C HH has a corporate compliance department that monitors and oversees compliance with the Conflict of Interest Policy for all entities within the filing group. The following describes the manner in which the corporate compliance department monitors and oversees compliance with the conflict of interest policy: Conflict of interest disclosure statements are completed upon hire/appointment and on an annual basis by all board members, officers, key employees, supervisors and above, persons with purchasing authority including procurement department employees and committee which may influence purchasing decisions, and any other employees as designated by the compliance department. Upon completion of the above disclosure statement by all applicable individuals, the Corporate Compliance Department reviews all disclosures. Those disclosure statements that require additional information or clarification are contacted by the corporate compliance department requesting such. Once received, the Corporate Compliance Department reviews the information to determine whether a real or potential conflict of interest exists. As applicable, Legal and Senior Management are consulted to determine whether a real or potential conflict of interest exists. When a conflict requires a mitigation plan, the mitigation plan is developed and approved in coordination with the respective responsible senior management. The senior managers are responsible for discussing the mitigation plan with the individual and monitoring compliance with the mitigation plan. A Conflict of Interest/Independence Disclosure Summary Report of all board members, officers, and executive management with reportable disclosures is provided to the Audit and Compliance committee of the Board of HH as well as the Board of Directors of HH.
PROCESS USED TO DETERMINE EXECUTIVE COMPENSATION FORM 990, PART VI, LINES 15A AND 15B THE HH CORPORATE FOLLOWS A PROCESS FOR DETERMINING COMPENSATION FOR EXECUTIVE POSITIONS, (INCLUDING OFFICERS, KEY EMPLOYEES AND OTHER MANAGEMENT POSITIONS), AND ARE COVERED BY THE HH EXECUTIVE COMPENSATION POLICY. THE POLICY WAS APPROVED BY THE HH BOARD OF DIRECTORS. IT IS THE POLICY OF HH MANAGEMENT TO COMPENSATE ITS EXECUTIVES IN ACCORDANCE WITH THE MARKET AND IN RELATION TO THE EXPERIENCE, SERVICE AND ACCOMPLISHMENTS OF THE INDIVIDUAL BOTH PRIOR TO AND DURING THEIR SERVICE WITH HH. THE PERSONNEL AND COMPENSATION COMMITTEE (P&C) RECOMMENDS AND THE HH BOARD APPROVES THE COMPENSATION FOR THE PRESIDENT AND CEO OF HH. THE P&C COMMITTEE APPROVES THE COMPENSATION OF ALL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE PRESIDENT AND CEO OF HH, THE COMPENSATION OF THE PRESIDENT AND CEO OF AHN AND THE COMPENSATION OF ALL NON-HOSPITAL SENIOR EXECUTIVES WHO REPORT DIRECTLY TO THE CEO OF AHN. THE P&C COMMITTEE USES COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT. THE EXTERNAL CONSULTANT PROVIDES A LETTER OF REASONABILITY FOR ALL OFFERS MADE TO NEW EXECUTIVES THAT REPORT TO THE HH CEO, AHN CEO AND THE DIRECT REPORTS OF EACH. EACH P&C COMMITTEE MEMBER VOTING ON A SENIOR EXECUTIVE'S COMPENSATION ARRANGEMENT ENSURES THAT HE OR SHE HAS NO CONFLICT OF INTEREST, INCLUDING THAT HE OR SHE (A) DOES NOT ECONOMICALLY BENEFIT FROM THE PROPOSED EMPLOYMENT; (B) DOES NOT RECEIVE COMPENSATION SUBJECT TO THE APPROVAL OF THE PROPOSED EMPLOYEE; AND (C) HAS NO MATERIAL FINANCIAL INTEREST AFFECTED BY THE TRANSACTION. HH MANAGEMENT, IN COORDINATION WITH THE INDEPENDENT CONSULTANT TO THE HH P&C COMMITTEE OBTAINS APPROPRIATE MARKET COMPARABILITY DATA FOR EACH ENTITY, INCLUDING NATIONALLY PUBLISHED COMPENSATION SURVEYS AND/OR SPECIFIC ORGANIZATION PEER GROUPS, TO PREPARE COMPENSATION RECOMMENDATIONS FOR ALL KEY EXECUTIVES, INCLUDING OFFICERS, KEY EMPLOYEES, AND OTHER DISQUALIFIED PERSONS. RECOMMENDATIONS ARE REVIEWED AND APPROVED BY A COMMITTEE THAT IS INDEPENDENT WITH RESPECT TO THE COMPENSATION PROVIDED TO THE EXECUTIVES. COMPENSATION MAY INCLUDE SEVERAL FORMS OF CASH COMPENSATION, INCLUDING BASE SALARY, PERFORMANCE-BASED INCENTIVE COMPENSATION, AND A COMPETITIVE EMPLOYEE BENEFITS PROGRAM. BASE SALARY IS THE FIXED ELEMENT OF COMPENSATION INTENDED TO ALIGN WITH EACH EXECUTIVES ROLE, RESPONSIBILITIES, OVERALL PERFORMANCE AND OTHER CONTRIBUTIONS. INCENTIVE COMPENSATION IS USED TO PROVIDE VARIABLE, OR "AT RISK" COMPENSATION BASED ON THE PERFORMANCE OF BOTH THE EXECUTIVE AND THE ORGANIZATION. EXECUTIVES CAN EARN INCENTIVE COMPENSATION ONLY IF THE ORGANIZATION ACHIEVES CERTAIN PRE-DETERMINED FINANCIAL GOALS. THE PLANS ARE INTENDED TO HOLD EXECUTIVES ACCOUNTABLE FOR ACHIEVING PERFORMANCE THAT IS CONSISTENT WITH THE SHORT-TERM AND LONG-TERM GOALS AND OBJECTIVES OF THE ORGANIZATION. HH FOLLOWS THE REQUIREMENT IN THE REGULATIONS TO COMPLY WITH THE REBUTTABLE PRESUMPTION OF THE REASONABLENESS OF COMPENSATION.
PUBLIC AVAILABILITY OF ORGANIZATIONAL DOCUMENTS FORM 990, PART VI, LINE 19 HH DOES NOT MAKE ITS GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC. THE AUDITED FINANCIAL STATEMENTS OF HH ARE INCLUDED IN A CONSOLIDATED FINANCIAL STATEMENT FOR THE HEALTH SYSTEM. IT IS AVAILABLE UPON REQUEST AND APPROVAL BY THE CFO OF HH. HH HAS ADOPTED A CONFLICT OF INTEREST POLICY THAT IS UNIFORMLY APPLIED TO ALL HH ORGANIZATIONS. THIS POLICY IS NOT MADE AVAILABLE TO THE PUBLIC.
OTHER CHANGES IN NET ASSETS OR FUND FORM 990, PART XI, LINE 9 EQUITY TRANSFERS FROM SUBSIDIARIES $43,578,705
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


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Software Version:  
SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990.
MediumBullet 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
Highmark Health
 
Employer identification number

45-3674900
Part I
Identification of Disregarded Entities Complete if the organization answered "Yes" on Form 990, Part IV, line 33.
(a)
Name, address, and EIN (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(e)
End-of-year assets


 		(f)
Direct controlling
entity










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


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Exempt Code section


 		(e)
Public charity status
(if section 501(c)(3))

 		(f)
Direct controlling
entity

 		(g)
Section 512(b)(13) controlled entity?
Yes No
(1)Canonsburg Hospital & Health Foundation
100 Medical Boulevard

Canonsburg,PA15317
25-1818505 		Inactive PA 501(c)(3) 12-TYPE I NA
 
 
No
(2)Emergycare Inc
232 West 25th Street

Erie,PA16544
25-1430922 		Healthcare PA 501(c)(3) 10 SVHC
 
 
No
(3)Greater Canonsburg Health System
100 Medical Boulevard

Canonsburg,PA15317
25-1488089 		Inactive PA 501(c)(3) 12-TYPE I NA
 
 
No
(4)Regional Cancer Center
232 West 25th Street

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

Erie,PA16544
25-1856341 		Healthcare PA 501(c)(3) 3 SVHC
 
 
No
(6)Regional Home Health and Hospice
232 West 25th Street

Erie,PA16544
83-0371265 		Healthcare PA 501(c)(3) 10 SVHS
 
 
No
(7)Suburban Health Foundation
100 South Jackson Ave

Pittsburgh,PA15202
25-1472073 		Fundraising PA 501(c)(3) 12-TYPE I WPAHS INC
 
 
No
(8)Vantage Health Group
232 West 25th Street

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

Pittsburgh,PA15317
25-1054206 		Inactive PA 501(c)(3) 3 NA
 
 
No
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2018
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



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

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V-UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



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

5989 Centre Avenue
Pittsburgh,PA15206
25-1689871 		Property Rental PA WPAHS Inc
  		Excluded 75,632 903,150   No     No 50.000 %
(2) AHN Emergency Medicine Mgmt

30 Isabella St
Pittsburgh,PA15212
46-5705484 		Medical Practice PA HMPG
  		Related 0 0   No     No 50.000 %
(3) AHN Emerus LLC

30 Isabella St
Pittsburgh,PA15212
82-3655381 		Medical Practice PA AHN
  		Related -81,252 45,571   No     No 51.000 %
(4) Allegheny Health Network Home Infusion

312 West 25th Street
Erie,PA16502
25-1736527 		Medical Practice PA SVHS
  		Related 17,596,951 7,365,597   No     No 80.000 %
(5) Gateway Health Plan LP

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
25-1691945 		Health Plan PA Highmark Inc
  		Related -6,213,687 245,065,895   No     No 50.000 %
(6) Jenkins Empire Associates

120 Fifth Avenue Suite 922
Pittsburgh,PA15222
25-1524682 		Property Mgmt PA Highmark Inc
  		Related 5,450,367 48,571,614   No     No 100.000 %
(7) JV Holdco LLC

30 Isabella St
Pittsburgh,PA15212
47-2368587 		Holding Company PA WPAHS Inc
  		Related 1,173,965 32,261,928   No     No 60.000 %
(8) Mccandless Endoscopy Center

4800 Friendship Ave
Pittsburgh,PA15224
26-1284448 		Medical Practice PA WPAHS Inc
  		Related 681,090 445,674   No     No 50.000 %
(9) North Shore Endoscopy Center

4800 Friendship Ave
Pittsburgh,PA15224
25-1880238 		Medical Practice PA WPAHS Inc
  		Related 717,561 407,444   No     No 50.000 %
(10) Provider PPI LLC

120 Fifth Avenue Suite 922
Pittsburgh,PA15222
32-0429947 		Group Purchasing PA HMPG
  		Related 15,818,989 27,506,102   No     No 99.000 %
(11) Saint Vincent Professional Bld

312 West 25th Street
Erie,PA16502
25-1578290 		Property Mgmt PA SVHC
  		Related 429,996 311,734   No     No 97.000 %
(12) Silver Rain LP

30 Isabella St
Pittsburgh,PA15212
27-3035436 		Property Mgmt PA HMPG
  		Related 0 3,644,548   No     No 100.000 %
(13) Thryve Digital Health LLP

120 Fifth Avenue Suite 922
Pittsburgh,PA15222
98-1311003 		Info Tech IN HMHS
  		Related 24,279,978 26,368,375   No     No 100.000 %
(14) Vantage Holding Company LLC

312 West 25th Street
Erie,PA16502
03-0477182 		Capital Mgmt PA CSI
  		Related 169,013 8,292,208   No     No 51.000 %
(15) Celtic Hospice LLC

30 Isabella St
Pittsburgh,PA15212
20-5661063 		Medical Practice PA WPAHS INC
  		Related 3,287,429 20,693,005   No     No 80.000 %
(16) AHN- Lecom JV LLC

30 Isabella St
Pittsburgh,PA15212
82-5500526 		Healthcare PA AHN
  		Related -162,305 4,587,695   No     No 50.000 %
Part IV
Identification of Related Organizations Taxable as a Corporation or Trust Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.
(a)
Name, address, and EIN of
related organization
 		(b)
Primary activity
 		(c)
Legal
domicile
(state or foreign
country)
 		(d)
Direct controlling
entity
 		(e)
Type of entity
(C corp, S corp,
or trust) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) Clinical Services Inc

232 West 25th Street
Erie,PA16544
25-1403846 		Holding Company PA SVHS
  		C Corp -768,312 8,766,025 100.000 % Yes  
(2) ECCA Managed Vision Care Inc

175 East Houston Street
San Antonio,TX78205
74-2759084 		Physician Srvs. TX NA
  		C Corp          
(3) Empire Vision Center Inc

175 East Houston Street
San Antonio,TX78205
14-1586016 		Retail Sales NY NA
  		C Corp          
(4) Eye Drx Retail Management Inc

175 East Houston Street
San Antonio,TX78205
74-2924030 		Office Admin DE NA
  		C Corp          
(5) Family Practice Medical Associates South

2414 Lytle Rd Ste 300
Bethel Park,PA15102
25-1684735 		Medical Practice PA JRMC
  		C Corp 8,821,439 3,043,958 100.000 % Yes  
(6) First Priority Life Insurance Company

19 North Main Street
WilkesBarre,PA18711
23-2905083 		Insurance PA NA
  		C Corp          
(7) Gateway Health Plan of Ohio Inc

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
30-0282076 		Insurance OH NA
  		C Corp          
(8) Gateway Health Plan Inc

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
25-1505506 		Insurance PA NA
  		C Corp          
(9) Grandis Rubin Shanahan & Assoc

565 Coal Valley Rd
Jefferson Hills,PA15025
45-3355906 		Medical Practice PA JRMC
  		C Corp 5,362,471 1,537,655 100.000 % Yes  
(10) HCI Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
75-3002215 		Insurance VT NA
  		C Corp          
(11) Health System Services Corp & Subs

565 Coal Valley Rd
Jefferson Hills,PA15025
25-1403745 		Medic. Office Blg PA JRMC
  		C Corp 3,279,301 19,760,320 100.000 % Yes  
(12) Highmark BCBSD Health Options Inc

800 Delaware Avenue
Wilmington,DE198011368
47-1817274 		Insurance DE NA
  		C Corp          
(13) Highmark BCBSD Inc

800 Delaware Avenue
Wilmington,DE198011368
51-0020405 		Insurance DE NA
  		C Corp          
(14) Highmark Benefits Group Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4763378 		Insurance PA NA
  		C Corp          
(15) Highmark Casualty Insurance Company

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

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4757476 		Insurance PA NA
  		C Corp          
(17) Highmark Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
23-1294723 		Insurance PA HM Health
  		C Corp 23,797,669,153 7,731,166,913     No
(18) Highmark Select Resources Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
20-2353206 		Insurance PA NA
  		C Corp          
(19) Highmark Senior Health Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4156633 		Insurance PA NA
  		C Corp          
(20) Highmark Senior Solutions Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4156854 		Insurance WV NA
  		C Corp          
(21) Highmark West Virginia

PO Box 1948
Parkersburg,WV26102
55-0624615 		Insurance WV NA
  		C Corp          
(22) HM Centered Health

120 Fifth Ave Suite 922
Pittsburgh,PA15222
20-5457337 		Insurance PA NA
  		C Corp          
(23) HM Health Holdings Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
81-0919390 		Holding Company PA HM Health
  		C Corp 772,353 1,268,992 100.000 % Yes  
(24) HM Health Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
54-1637426 		Insurance PA NA
  		C Corp          
(25) HM Health Solutions Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-3823617 		Info Technology PA HM Health
  		C Corp 952,183,251 183,455,229 100.000 % Yes  
(26) HM Insurance Group

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1646315 		Holding Company PA NA
  		C Corp          
(27) HM Life Insurance Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
06-1041332 		Insurance PA NA
  		C Corp          
(28) HM Life Insurance Company of New York

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1800302 		Insurance NY NA
  		C Corp          
(29) HMO of Northeastern Pennsylvania Inc

19 North Main Street
WilkesBarre,PA18711
23-2413324 		Insurance PA NA
  		C Corp          
(30) HMPG Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3444325 		Holding Company PA AHN
  		C Corp 39,238,989 177,637,027 100.000 % Yes  
(31) JEA Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1712017 		Real Estate Ops PA NA
  		C Corp          
(32) JRMC Physician Service Corp

565 Coal Valley Rd
Jefferson Hills,PA15025
86-1159658 		Medical Practice PA JRMC
  		C Corp -607,766 105,139 100.000 % Yes  
(33) Highmark Choice Company

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1522457 		Insurance PA NA
  		C Corp          
(34) Klingensmith Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1375204 		Health Equip. PA HMPG Inc
  		C Corp 14,694,488 6,992,035 65.000 % Yes  
(35) Lake Erie Medical Group PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3444157 		Health Care PA AC
  		C Corp 147,742 599,315 100.000 % Yes  
(36) Palladium Risk Retention Group

409 Broad St Ste 270
Sewickley,PA15143
46-3476730 		Insurance VT WPAHS Inc
  		C Corp 25,520,084 93,334,272 100.000 % Yes  
(37) Physician Landing Zone PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
45-3913973 		Health Care PA AC
  		C Corp 9,034,060 637,319 100.000 % Yes  
(38) Pittsburgh Pulmonary & Critical Care

1200 BROOKS LN STE 130
Clairton,PA15025
46-3274101 		Medical Practice PA JRMC
  		C Corp 3,818,841 834,501 100.000 % Yes  
(39) Premier Medical Associates PC

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1742869 		Health Care PA AC
  		C Corp 57,097,090 27,947,488 100.000 % Yes  
(40) Premier Women's Health

120 Fifth Ave Suite 922
Pittsburgh,PA15222
46-4682160 		Medical Practice PA AC
  		C Corp 6,261,267 1,274,963 100.000 % Yes  
(41) Primary Care Group 4 Inc

1907 Lebanon Church Rd
West Mifflin,PA15122
80-0403090 		Medical Practice PA JRMC
  		C Corp 548,762 51,647 100.000 % Yes  
(42) Primary Care Group 6 Inc

PO Box 333
West Mifflin,PA15122
90-0503600 		Medical Practice PA JRMC
  		C Corp 408,368 68,108 100.000 % Yes  
(43) Primary Care Group 8 Inc

803 Miller Ave
Clairton,PA15025
01-0927360 		Medical Practice PA JRMC
  		C Corp 139,835 330,277 100.000 % Yes  
(44) Primary Care Group 10 Inc

3726 Brownsville Rd
Pittsburgh,PA15227
38-3807173 		Medical Practice PA JRMC
  		C Corp 391,162 156,867 100.000 % Yes  
(45) Primary Care Group 12 Inc

17 Arentzen Blvd Ste 101
Charleroi,PA15022
90-0614054 		Medical Practice PA JRMC
  		C Corp 1,344,672 199,409 100.000 % Yes  
(46) Remworks Sleep Store Inc

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1411844 		Rental & Sales PA NA
  		C Corp          
(47) Specialty Group Practice 1 Inc

575 Coal Valley Rd Ste 365
Clairton,PA15025
35-2367818 		Medical Practice PA JRMC
  		C Corp 1,298,264 291,081 100.000 % Yes  
(48) Standard Property Corporation

120 Fifth Ave Suite 922
Pittsburgh,PA15222
25-1668093 		Real Estate Ops PA NA
  		C Corp          
(49) United Concordia Companies Inc

4401 Deer Path Road
Harrisburg,PA17110
25-1687586 		Dental Insurance PA NA
  		C Corp          
(50) United Concordia Dental Plans of CA

4401 Deer Path Road
Harrisburg,PA17110
23-7328765 		Dental Insurance CA NA
  		C Corp          
(51) United Concordia Dental Plans of PA

4401 Deer Path Road
Harrisburg,PA17110
23-2541529 		Dental Insurance PA NA
  		C Corp          
(52) United Concordia Dental Plans of TX

4401 Deer Path Road
Harrisburg,PA17110
74-2489037 		Dental Insurance TX NA
  		C Corp          
(53) United Concordia Dental Plans - Midwest

4401 Deer Path Road
Harrisburg,PA17110
38-2289438 		Dental Insurance MI NA
  		C Corp          
(54) United Concordia Dental Plans Inc

4401 Deer Path Road
Harrisburg,PA17110
52-1542269 		Dental Insurance MD NA
  		C Corp          
(55) United Concordia Insurance Company

4401 Deer Path Road
Harrisburg,PA17110
86-0307623 		Dental Insurance AZ NA
  		C Corp          
(56) United Concordia Insurance Company of NY

4401 Deer Path Road
Harrisburg,PA17110
11-3008245 		Dental Insurance NY NA
  		C Corp          
(57) Visionary Properties Inc

175 East Houston Street
San Antonio,TX78205
74-2849554 		Leasing DE NA
  		C Corp          
(58) Visionary Retail Management Inc

175 East Houston Street
San Antonio,TX78205
74-2849552 		Office Admin. DE NA
  		C Corp          
(59) Visionworks Distribution Services Inc

175 East Houston Street
San Antonio,TX78205
04-3742989 		Optical Retail TX NA
  		C Corp          
(60) Visionworks Enterprises Inc

175 East Houston Street
San Antonio,TX78205
35-2196998 		Trademarks DE NA
  		C Corp          
(61) Visionworks Lab Services Inc

175 East Houston Street
San Antonio,TX78205
04-3742977 		Optical Retail TX NA
  		C Corp          
(62) Visionworks of America Inc

175 East Houston Street
San Antonio,TX78205
74-2337775 		Retail Sales TX NA
  		C Corp          
(63) Visionworks Inc

175 East Houston Street
San Antonio,TX78205
02-0677066 		Optical Retail DE NA
  		C Corp          
(64) West Penn Corporate Medical Services

4800 Friendship Avenue
Pittsburgh,PA15224
25-1437405 		Medical Practice PA WPAHS Inc
  		C Corp 0 89,483 100.000 % Yes  
(65) West Penn Neurosurgery PC

4800 Friendship Avenue
Pittsburgh,PA15224
25-1630719 		Medical Practice PA WPAHS Inc
  		C Corp 0 0 100.000 % Yes  
(66) West Virginia Family Health Plan Inc

1219 Virginia Street East
Charleston,WV25301
45-2763165 		Insurance WV NA
  		C Corp          
(67) ForeverCare Inc

444 Liberty Avenue Suite 2100
Pittsburgh,PA15222
82-2424834 		Insurance PA NA
  		C Corp          
Schedule R (Form 990) 2018
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
No
1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?
a Receipt of (i) interest, (ii) annuities, (iii) royalties, or (iv) rent from a controlled entity .....................
1a
 
No
b Gift, grant, or capital contribution to related organization(s) ............................
1b
Yes
 
c Gift, grant, or capital contribution from related organization(s) ............................
1c
Yes
 
d Loans or loan guarantees to or for related organization(s) ............................
1d
Yes
 
e Loans or loan guarantees by related organization(s) ............................
1e
 
No
f Dividends from related organization(s) ............................
1f
 
No
g Sale of assets to related organization(s) ............................
1g
 
No
h Purchase of assets from related organization(s) ............................
1h
 
No
i Exchange of assets with related organization(s) ............................
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) .......................
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) ......................
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) .....................
1l
Yes
 
m Performance of services or membership or fundraising solicitations by related organization(s) .................
1m
Yes
 
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) ...................
1n
Yes
 
o Sharing of paid employees with related organization(s) ............................
1o
Yes
 
p Reimbursement paid to related organization(s) for expenses ............................
1p
Yes
 
q Reimbursement paid by related organization(s) for expenses ............................
1q
Yes
 
r Other transfer of cash or property to related organization(s) ............................
1r
 
No
s Other transfer of cash or property from related organization(s) ............................
1s
 
No
2
If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.
(a)
Name of related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) Highmark Inc

 C 43,582,497 FMV
(2) Allegheny Health Network

 L,Q 103,088,548 FMV
(3) HM HEALTH HOLDINGS COMPANY

 L,M,Q 1,279,737 FMV
(4) HM HEALTH SOLUTIONS

 L,M,P 126,145,080 FMV
(5) Highmark Inc

 L,M,P 923,827,609 FMV

Schedule R (Form 990) 2018
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) 		(d)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V-UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2018
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, PART V, LINE 2 HIGHMARK HEALTH TRANSACTS BUSINESS WITH THE LISTED RELATED ORGANIZATIONS IN THE MANNER IDENTIFIED IN COLUMN 2(B). DUE TO THE ADMINISTRATIVE DIFFICULTIES ASSOCIATED WITH A DETAILED BREAKDOWN OF TRANSACTION TYPE L, M, P AND Q, HIGHMARK HEALTH HAS CHOSEN TO REFLECT THESE TRANSACTIONS COMBINED FOR PURPOSES OF DISCLOSURE ON SCHEDULE R, PART V, LINE 2.
Schedule R (Form 990) 2018

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