TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 01-01-2010 and ending 12-31-2010

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
PROVIDENCE HEALTH PLAN

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
4400 NE Halsey Bldg 2

Room/suite

City or town, state or country, and ZIP + 4
Portland, OR97213

D Employer identification number

93-0863097

E Telephone number

G Gross receipts $ 1,692,019,173

F Name and address of principal officer:
Jack A Friedman
4400 NE Halsey Bldg 2
Portland,OR97213

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

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

Website:

www.providence.org/healthplans

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

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

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1998

M State of legal domicile: OR

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: Healthcare Service Contractor.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	14
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	14
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	0
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	982,233,405	1,024,262,145
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	11,703,841	25,344,709
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	1,279,938	366,161
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	995,217,184	1,049,973,015
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,217,654	1,850,321
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	39,977,633	48,754,392
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	925,206,969	945,670,696
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	966,402,256	996,275,409
19	Revenue less expenses. Subtract line 18 from line 12......	28,814,928	53,697,606
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	523,377,505	579,258,126
21	Total liabilities (Part X, line 26)............	131,994,367	130,137,352
22	Net assets or fund balances. Subtract line 21 from line 20 .....	391,383,138	449,120,774

Part II

Signature Block

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

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: As People of Providence, we reveal God's love for all, especially the poor and vulnerable, through our compassionate service.Healthcare Service Contractor.

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

If “Yes,” describe these new services on Schedule O.

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

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts 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 $ 547,243,970 including grants of $ 274,547 ) (Revenue $ 571,531,106 )
	Commercial group is offered to employers who provide access to health coverage to their employees. Products include Personal Option and Open Option plans. For the Individual and Family plans offered to those who are not eligible for Medicare and Medicaid, PHP served approximately 9,600 members. This product is health underwritten to manage risk appropriately with targets to reach the more than 650,000 uninsured Oregonians.

4b	(Code: ) (Expenses $ 376,475,619 including grants of $ 1,147,054 ) (Revenue $ 411,469,396 )
	Providence Medicare Plans are solutions for people who are eligible for Medicare, supporting affordable access and easier administration for members. PHP advocates for evidence-based and cost effective treatments for patients and appropriate payment levels to providers to keep access to health care available to people who are eligible for Medicare. This program served approximately 38,000 members in 2010.

4c	(Code: ) (Expenses $ 13,538,818 including grants of $ 428,720 ) (Revenue $ 39,045,015 )
	Providence offers Providence Administrative Services Only (ASO) for large groups capable of self-funding the risk experience of the group, but want claims administration and often skilled medical management; and consumer choice plans which offer qualified Health Savings Account (HSA) options. This program served approximately 176,000 members in 2010.

	(Code: ) (Expenses $ 1,940,785 including grants of $ 0 ) (Revenue $ 2,634,262 )
	Providence Medicare Supplement plans (Medi-Gap) are no longer open plans, but we have membership that continue to be enrolled in these closed-to-new-member plans.

4d	Other program services. (Describe in Schedule O.)
	(Expenses $ 1,940,785 including grants of $ ) (Revenue $ 2,634,262 )
4e	Total program service expenses$ 939,199,192

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

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

Is the organization required to complete Schedule B, Schedule of Contributors? ........

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

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

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

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

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

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

...

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

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

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

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

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

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

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

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

11b

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

11c

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

11d

Yes

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

11e

Yes

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

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

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, XII, and XIII is optional Click to see attachment

12b

Yes

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

14a

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

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II..

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III..

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

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

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

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

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

Yes

24a

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

24a

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

24b

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

24c

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

24d

25a

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

25a

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

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II...........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III...............

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

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

28a

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

28b

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

28c

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

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

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

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

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

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

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Yes

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

YesNo

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

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

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

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

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

12,912

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

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

Yes

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

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)

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

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

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 or securities account)?.......................

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

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

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

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

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

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

10a

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

10b

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

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

11a

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

11b

12a

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

12a

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

12b

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

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

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

13b

Enter the aggregate amount of reserves on hand.

13c

14a

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

14a

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

14b

Form 990 (2010)

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 to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

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

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

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

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

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

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

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

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Yes

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Yes

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

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

Yes

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

Yes

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

Yes

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

Yes

10a

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

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

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

11a

Yes

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

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

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

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

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

Yes

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

Yes

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

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

15a

Yes

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

15b

Yes

If "Yes" to line a or b, 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

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

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

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

Own website Another's website Upon request

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

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

Jeff Butcher CFO
4400 NE Halsey Bldg 2
Portland,OR97213
(503) 574-6390

Form 990 (2010)

Page 7

Part VII

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

Check if Schedule O contains a response to any question 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, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

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

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

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

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

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

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Lucille Dean SP Chair of the Board	11.80	X	X	0	0	0
(2) M Adrian Davis LCM Director	3.20	X		0	0	0
(3) Mary Corita Heid RSM Director	3.80	X		0	0	0
(4) Michael A Stein Director	4.70	X		0	18,000	0
(5) Michael Holcomb Director	3.70	X		0	15,000	0
(6) Dana A Rasmussen Director	3.40	X		0	15,000	0
(7) Paul A Redmond Director	3.00	X		0	18,000	0
(8) James S Roberts MD Director	6.00	X		0	15,000	0
(9) Peter J Snow Director	4.10	X		0	15,000	0
(10) Jeffrey B Clode MD Director	5.40	X		0	18,000	0
(11) Sallye Liner Director	3.50	X		0	3,750	0
(12) Owen B Robinson Director	5.50	X		0	15,000	0
(13) Cheryl M Scott Director	3.00	X		0	15,000	0
(14) Ellen L Wolf Director	6.80	X		0	15,000	0
(15) Jeffrey W Rogers Corporate Secretary	50.00		X	0	1,259,397	465,326
(16) Jack Friedman CEO	50.00		X	0	696,507	157,685
(17) Kevin W Keck MD CMO	40.00		X	0	620,442	243,454

Form 990 (2010)

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 (describe hours for related organizations in Schedule O)				(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Alison S Schrupp COO	55.00	X			0	331,804	133,883
(19) Barbara L Christensen Chief Sales/Mkt. Officer	45.00	X			0	306,163	91,155
(20) Michael G White COO	50.00	X			0	298,166	12,031
(21) Bruce W Wilkinson CIO	45.00	X			0	282,125	38,858
(22) Robert A Gluckman CMO	50.00	X			0	286,566	31,634
(23) Jeffrey Butcher CFO	50.00	X			0	9,070	0
(24) Terry L Smith COO - OR Region	40.00		X		0	832,532	306,540
(25) Shelly M Handkins CFO - OR Region	50.00		X		0	429,101	220,384
(26) Addison R Wilson Medical Director	50.00			X	0	261,022	34,703
(27) James H Mackay Medical Director	50.00			X	0	282,894	70,293
(28) Gerald R Corn Medical Director	50.00			X	0	254,368	31,320
(29) Brian Riney Sales - Account Exec.	50.00			X	0	230,592	33,739
(30) Debra M Kemp Sales - Account Exec.	50.00			X	0	200,095	35,921

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	0	6,743,594	1,906,926

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

Yes

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

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

Yes

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

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
PH&S-OR dba Prov Portland Medical Cente PO BOX 3395 Portland,OR97208	Hospital and Healthcare Services	121,106,825
PH&S-OR dba Prov St Vincent Medical Ce PO BOX 3178 Portland,OR97208	Hospital and Healthcare Services	107,399,001
Salem Hospital 890 Oak Street SE Salem,OR97301	Hospital and Healthcare Services	57,512,375
PH&S-OR dba Prov Medical Group - North PO BOX 3158 Portland,OR97208	Physician Services	39,712,655
PH&S-OR dba Prov Shared Services Divisi 1235 NE 47TH STE 148 Portland,OR97213	Home Health Services & DME	35,774,491
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 989

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	EPO Premiums		900,099	571,113,472	571,113,472
b	Medicare Payments		900,099	411,469,396	411,469,396
c	ASO Fees		900,099	39,045,015	39,045,015
d	Medicare Supp. Premium		900,099	2,634,262	2,634,262
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			1,024,262,145
3	Investment income (including dividends, interest
	and other similar amounts).....			15,876,725			15,876,725
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents	2,195,949
b	Less: rental expenses	2,327,308
c	Rental income or (loss)	-131,359
d	Net rental income or (loss).......			-131,359			-131,359
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	649,186,834
b	Less: cost or other basis and sales expenses	639,718,850
c	Gain or (loss)	9,467,984
d	Net gain or (loss)..........			9,467,984			9,467,984
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	Capital Usage Fee		900,099	212,335	212,335
b	Litigation Funds		900,099	79,886			79,886
c	Depression Training		900,099	60,000	60,000
d	All other revenue ....			145,299	145,299
e	Total. Add lines 11a–11d ......			497,520
12	Total revenue. See Instructions....			1,049,973,015	1,024,679,779	0	25,293,236

Form 990 (2010)

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) but are not required to complete columns (B), (C), and (D).

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 governments and organizations in the U.S. See Part IV, line 21	1,850,321	1,850,321
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	3,444,419	1,148,974	2,295,445
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	34,955,716	24,825,639	10,130,077
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....
9	Other employee benefits .......	10,354,257	7,181,218	3,173,039
10	Payroll taxes ...........
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	354,181	291,845	62,336
c	Accounting ...........	294,193	158,570	135,623
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......	885,017		885,017
g	Other ..........	17,375,333	2,889,666	14,485,667
12	Advertising and promotion ....	54,563		54,563
13	Office expenses .......	4,501,937	2,307,531	2,194,406
14	Information technology ......	4,225,536	3,072,985	1,152,551
15	Royalties ..
16	Occupancy ...........	4,046,667	2,249,869	1,796,798
17	Travel ............	338,435	84,947	253,488
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	120,792	58,272	62,520
20	Interest ...........
21	Payments to affiliates .......	12,758,503	3,908,152	8,850,351
22	Depreciation, depletion, and amortization .....	2,297,848	1,473,618	824,230
23	Insurance ..............	275,757	151,666	124,091
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	Medical Claims	883,501,866	883,501,866
b	Licensing	8,128,372	557,135	7,571,237
c	Taxes	5,546,837	3,055,070	2,491,767
d	Ins. Commission Fees	339,975	213,164	126,811
e	Electronic Claims	286,919	143,746	143,173
f	All other expenses	337,965	74,938	263,027
25	Total functional expenses. Add lines 1 through 24f	996,275,409	939,199,192	57,076,217	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........				1	1,932,903
2	Savings and temporary cash investments .......			47,902,594	2	13,826,393
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			2,470,295	4	2,371,013
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............				9	95,700
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	120,094,570
b	Less: accumulated depreciation. .....	10b	33,231,395	4,453,749	10c	86,863,175
11	Investments—publicly traded securities ..........			387,157,206	11	435,940,757
12	Investments—other securities. See Part IV, line 11 ......				12
13	Investments—program-related. See Part IV, line 11 ..			6,053,709	13	7,950,170
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			75,339,952	15	30,278,015
16	Total assets. Add lines 1 through 15 (must equal line 34)...			523,377,505	16	579,258,126
17	Accounts payable and accrued expenses .			227,822	17	370,116
18	Grants payable ..........				18
19	Deferred revenue ..........			11,237,646	19	15,982,700
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			120,528,899	25	113,784,536
26	Total liabilities. Add lines 17 through 25.....			131,994,367	26	130,137,352
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....			0	30	0
31	Paid-in or capital surplus, or land, building or equipment fund .....			73,716,441	31	73,716,441
32	Retained earnings, endowment, accumulated income, or other funds			317,666,697	32	375,404,333
33	Total net assets or fund balances .....			391,383,138	33	449,120,774
34	Total liabilities and net assets/fund balances .....			523,377,505	34	579,258,126

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

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

1,049,973,015

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

996,275,409

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

53,697,606

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

391,383,138

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

4,040,030

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

449,120,774

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

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

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

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

Yes

If “Yes,” to 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?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

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

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

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

PROVIDENCE HEALTH PLAN

Employer identification number

93-0863097

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

If the organization elected, as permitted under SFAS 116, 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 XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, 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)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

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

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

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

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

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to 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	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................	79,775,655	1,481,251	78,294,404
c	Leasehold improvements ............	4,851,437	1,418,074	3,433,363
d	Equipment ................	35,366,894	30,332,070	5,034,824
e	Other .................	100,584		100,584
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				86,863,175

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) Pharmacy Rebate Receivable				982,945
(2) Receivable from ASO Clients				2,043,489
(3) Due from Affiliates				1,444,206
(4) Investment Income Accruals				3,158,167
(5) Overpayment Recoveries Outstanding				100,666
(6) Due from CMS				7,700,954
(7) Due from Providers				492,588
(8) Land Trustee Funds				14,355,000

Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				30,278,015

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
Unpaid Claims & Withholdings		84,834,619
Due to OR. Public Employees Retirement System		1,460,018
Due to Affiliates		9,041,322
Due to Medicare Part D		2,457,832
Due to CMS - Medical		504,804
Miscellaneous Payables		1,342,495
Deposits Insured Grp. Alternative Arrangements		7,075,938
Claim Refunds in Process		1,610,708
Pre-funding of ASO Claims		5,456,800
Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		113,784,536
2. Fin 48 (ASC 740) Footnote. In Part XIV, 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 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
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 on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	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 XIV): ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
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 XIV): ............	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 XIV): ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to 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; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Description of Uncertain Tax Positions Under FIN 48:	Part X:	The Health System recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
PROVIDENCE HEALTH PLAN

Employer identification number
93-0863097

Part I

General Information on Grants and Assistance

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

Yes No

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 Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) Asian Health and Service Center3430 SE Powell Blvd Portland,OR97202	93-1192100	501(c)(3)	25,000	Healthy Kid Navigation Project.
(2) Care to SharePO Box 397 Beaverton,OR97075	93-0900348	501(c)(3)	5,000	Essential services.
(3) Catholic Charities2740 SE Powell Blvd Portland,OR97202	93-0386801	501(c)(3)	5,000	Essential services.
(4) Catholic Community Services3737 Portland Road NE Salem,OR97307	93-0903773	501(c)(3)	25,000	Behavioral health.
(5) Central City Concern232 NW 6th Avenue Portland,OR97209	93-0728816	501(c)(3)	20,000	Essential services.
(6) Clatsop County Womens Resource Ctr1389 Duane Street Astoria,OR97103	93-0691750	501(c)(3)	5,000	Essential services.
(7) Coalition of Community Health Clinics619 SW 11th Avenue Suite 225 Portland,OR97205	91-1829239	501(c)(3)	25,000	Access to primary care.
(8) Community Health Partnership315 SW Fifth Avenue Suite 202 Portland,OR97204	93-1259522	501(c)(3)	6,000	Community health awareness program.
(9) De La Salle North Catholic High School7528 North Fenwich Avenue Portland,OR97217	93-1287554	501(c)(3)	25,000	Behavioral health.
(10) Folktime4837 NE Coach Street Portland,OR97213	93-1222522	501(c)(3)	5,000	Essential services.
(11) Impact Northwest4610 SE Belmont Street Portland,OR97215	93-0557964	501(c)(3)	25,000	Behavioral health.
(12) J Bar J Youth Services62895 Hamby RD Bend,OR97011	93-0677650	501(c)(3)	12,780	Services for at-risk, runaway and homeless youth.
(13) Kinship House1823 NE 8TH Ave Portland,OR97212	93-1180331	501(c)(3)	12,500	Behavioral health.
(14) LifeWorks NW14600 NW Cornell Road Portland,OR97229	93-0502822	501(c)(3)	25,000	Behavioral health.
(15) NAMI18680 SW Shaw Street Aloha,OR97007	93-1185524	501(c)(3)	25,000	Behavioral health.
(16) National MS Society104 SW Clay St Portland,OR97201	93-0551147	501(c)(3)	5,000	Services for low income & uninsured.
(17) Neighborhood House7780 SW Capitol Hwy Portland,OR97219	93-0386875	501(c)(3)	10,000	Essential services.
(18) Northwest Pilot Project1430 SW Broadway Suite 300 Portland,OR97201	93-0635871	501(c)(3)	5,000	Essential services.
(19) Oregon Food BankPO Box 55370 Portland,OR97238	93-0785786	501(c)(3)	106,000	Essential services.
(20) Oregon Primary Care Association110 SW Yamhill Street Suite 300 Portland,OR97204	93-0877986	501(c)(3)	25,000	Access to primary care.
(21) Outside In1132 SW 13th Avenue Portland,OR97205	93-0567549	501(c)(3)	25,000	Behavioral health.
(22) Patient Assistance Fund4400 NE Halsey Bldg 1 Portland,OR97213	51-0216587	501(c)(3)	200,000	Healthcare support for needy.
(23) Portland Reading FoundationPO Box 80516 Portland,OR97280	20-1760894	501(c)(3)	10,000	Donation for at-risk, low-income children and youth.
(24) Project Access NOWPO Box 10953 Portland,OR97296	20-8928388	501(c)(3)	120,000	Essential services.
(25) Rose HavenPO Box 11620 Portland,OR97211	20-5922682	501(c)(3)	5,000	Essential services.
(26) Southwest Community Health Center7754 SW Capitol Hwy Portland,OR97219	74-3050497	501(c)(3)	22,100	Access to Primary Care.
(27) Stand for Children516 SE Morrison Street Suite 420 Portland,OR97214	52-1957214	501(c)(3)	8,000	Essential services.
(28) Sunshine Pantry6170 SW Cherry Hill Drive Beaverton,OR97008	20-3834167	501(c)(3)	10,000	Basic needs/essential services.
(29) The Oregon Community Foundation1221 SW Yamhill Street Ste 100 Portland,OR97205	23-7315673	501(c)(3)	953,000	Community health initiative.
(30) Transition Projects475 NW Glisan Portland,OR97209	93-0591582	501(c)(3)	5,000	Essential services.
(31) Trauma Intervention Program of PDXVanc4800 NE 122nd Ave Portland,OR97230	20-4757054	501(c)(3)	12,780	Teen intervention program.
(32) Urban Gleaners4500 SW Humphrey Blvd Portland,OR97221	20-4641665	501(c)(3)	5,000	Essential services.
(33) Virginia Garcia Clinic85 N 12th Avenue Cornelius,OR97113	93-0717997	501(c)(3)	37,481	Essential services.
(34) Volunteers of America of Oregon3910 SE Stark Street Portland,OR97214	93-0395591	501(c)(3)	25,000	Culturally-competent care to Latino youth/families.

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
Procedure for Monitoring Grants in the U.S.:	Part I, Line 2:	Schedule I, Part I, Line 2: We request and condition grants upon each of the following: 1) The program summary and budget; 2) Verification of malpractice and liability coverage; 3) Updates provided every six months; 4) Documentation evidencing tax-exempt or municipal status; 5) Documentation showing that they serve the low income and uninsured regardless of ability to pay for services; 6) Provide upon request, financial reporting of the budgeted use of grant funds.

Schedule I (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

PROVIDENCE HEALTH PLAN

Employer identification number

93-0863097

Part I

Questions Regarding Compensation

Yes

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

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

Travel for companions Payments for business use of personal residence

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

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

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

Yes

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

Yes

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(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 reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) Jeffrey W Rogers	(i) (ii)	0 418,582	0 825,815	0 15,000	0 446,566	0 18,760	0 1,724,723	0 0
(2) Jack Friedman	(i) (ii)	0 428,402	0 236,605	0 31,500	0 142,721	0 14,964	0 854,192	0 0
(3) Kevin W Keck MD	(i) (ii)	0 211,649	0 178,492	0 230,301	0 226,517	0 16,937	0 863,896	0 0
(4) Alison S Schrupp	(i) (ii)	0 265,860	0 52,583	0 13,361	0 116,946	0 16,937	0 465,687	0 0
(5) Barbara L Christensen	(i) (ii)	0 234,390	0 42,990	0 28,783	0 79,406	0 11,749	0 397,318	0 0
(6) Michael G White	(i) (ii)	0 238,916	0 42,750	0 16,500	0 9,776	0 2,255	0 310,197	0 0
(7) Bruce W Wilkinson	(i) (ii)	0 219,815	0 45,710	0 16,600	0 22,761	0 16,097	0 320,983	0 0
(8) Robert A Gluckman	(i) (ii)	0 258,951	0 27,565	0 50	0 15,449	0 16,185	0 318,200	0 0
(9) Terry L Smith	(i) (ii)	0 520,305	0 277,328	0 34,899	0 294,996	0 11,544	0 1,139,072	0 0
(10) Shelly M Handkins	(i) (ii)	0 293,958	0 103,643	0 31,500	0 206,224	0 14,160	0 649,485	0 0
(11) Addison R Wilson	(i) (ii)	0 242,549	0 18,473	0 0	0 17,801	0 16,902	0 295,725	0 0
(12) James H Mackay	(i) (ii)	0 276,366	0 6,528	0 0	0 58,556	0 11,737	0 353,187	0 0
(13) Gerald R Corn	(i) (ii)	0 233,014	0 12,901	0 8,453	0 19,583	0 11,737	0 285,688	0 0
(14) Brian Riney	(i) (ii)	0 215,868	0 0	0 14,724	0 23,153	0 10,586	0 264,331	0 0
(15) Debra M Kemp	(i) (ii)	0 183,816	0 0	0 16,279	0 20,172	0 15,749	0 236,016	0 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
	Part I, Line 1a	The Providence Expense Reimbursement Procedures include the following policies: Tax Indemnifications or Gross-Up Payments Providence Health & Services follows the federal and state taxation laws related to relocation expenses paid to the employee or to a third party on the employee's behalf. They are considered income and are therefore subject to payroll taxes. Based on the way Providence has chosen to pay these expenses, Providence reports reimbursements and payments to vendors as income and these expense payments are reflected on the executive's Form W-2. Providence will gross-up the benefits to offset the personal tax burden to the employee for IRS allowable expenses. During 2010, the following Key Employee received gross-up payments: Terry L. Smith The amounts reported for these gross-up payments are included on Schedule J, Part II, Column B (iii) - Other Reportable Compensation. Discretionary Spending Account Providence Health & Services provides an executive flex spending allowance per year (paid bi-weekly). This benefit is provided as discretionary spending because the organization does not reimburse for or provide additional executive benefits, such as a car allowance, additional executive life or disability insurance, or other market-based executive benefits practices. Housing Allowance or Residence for Personal Use Providence Health & Services provides housing allowances for purposes of relocation assistance only. Providence may pay temporary living expenses for the employee up to a maximum of 90 calendar days. Covered expenses are rent (excluding "rent" which may be paid in order to occupy a new permanent residence until the title clears) and utilities, including heat, electricity, gas, water, local internet and local telephone and garbage services. The vice president/chief human resources officer may approve temporary housing assistance for up to six months when family relocation is delayed to accommodate the school year or equivalent circumstances. Only in extenuating circumstances is housing extended beyond this six month period. During 2010, the following Officer received relocation payments: Jeffrey Butcher The amounts reported for these relocation payments are included on Schedule J, Part II, Column B (iii) - Other Reportable Compensation.
	Part I, Lines 4a-b	A) DBSERP = Defined Benefit Supplemental Executive Retirement Plan B) DCSERP = Defined Contribution Supplemental Executive Retirement Plan C) DBCBRP = Defined Benefit Cash Balance Restoration Plan D) DCRP = Defined Contribution Restoration Plan E) ESP = Elective Survivor Plan 1) Jack A. Friedman * Taxable DBSERP Vested but not Paid - $ 80,087 * Non-Taxable DBSERP Vested but not Paid - $ 54,399 * DBSERP Earned but not Paid - $ 2,112 * DCSERP Earned - $ 53,835 2) Jeffrey W. Rogers * Taxable DBSERP Vested but not Paid - $697,854 * Non-Taxable DBSERP Vested but not Paid - $ 283,728 * DCSERP Earned - $44,923 * ESP Interest Credit - $73,103 3) Alison S. Schrupp * Taxable DBCBRP Vested but not Paid - $ 972 * DCSERP Earned - $ 77,550 * ESP Interest Credit - $ 17,238 4) Terry L. Smith * Taxable DBSERP Vested but not Paid - $ 101,805 * Non-Taxable DBSERP Vested but not Paid - $ 65,519 * Taxable DBCBRP Vested but not Paid - $ 278 * DCSERP Earned - $ 120,876 * ESP Interest Credit - $ 56,258 5) James H. Mackay, MD * Taxable DBCBRP Vested but not Paid - $ 124 * Non-Taxable DBCBRP Vested but not Paid - $4,043 * DCRP Earned - $ 6,348 6) Barbara L. Christensen * DCSERP Earned but not Paid - $ 14,950 * ESP Interest Credit - $ 25,749 7) Shelly M. Handkins * DCSERP Earned - $ 180,181 8) Gerald R. Corn * Taxable DBCBRP Vested but not Paid - $ 7,089 * DCRP Earned - $ 50 9) Kevin W. Keck * Taxable DBCBRP Vested but not Paid - $ 102,682 * DCSERP Earned - $ 216,650 10) Addison R. Wilson * DCRP Earned - $ 1,578 11) Robert A. Gluckman * DCRP Earned - $ 4,449 * DCSERP Earned - $ 537
	Part I, Lines 4a-b	SEVERANCE 1) Kevin W. Keck - $ 153,560
Supplemental Information	Part III	FORM 990, SCHEDULE J, PART II - EXECUTIVE PERFORMANCE AWARDS PROGRAM The Providence Executive Performance Awards Program provides a lump sum award annually as a percent of the executive's base pay. Percent opportunities are aligned with our total compensation philosophy as outlined in Part VI, Section B, Line 15 (Process for determining compensation of top management, officers & key employees). The performance award is based on the level of accomplishment of annual system objectives and personal objectives. In 2010, 50 percent of the participant awards were based on pre-determined organizational goals consistent with Providence's five strategic priorities of: mission driven, financially responsible, people centered, service oriented and quality focused. In 2010 the percent allocation for each of these strategic priorities was: Mission driven 10% Financially responsible 10% People centered 10% Service oriented 10% Quality focused 10%. To ensure affordability of the program, the organization (system, region or entity) must meet a threshold of 50 percent of budgeted net operating income.

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

PROVIDENCE HEALTH PLAN

Employer identification number

93-0863097

Identifier	Return Reference	Explanation
Form 990, Part VI, Section A, line 6		The sole Corporate Member is Providence Plan Partners.
Form 990, Part VI, Section A, line 7a		The powers of the Corporate Member include the provision to appoint the number of Directors, appoint the Board of Directors and to remove such Directors at any time with or without cause.
Form 990, Part VI, Section A, line 7b		The following powers reside with the Member: To adopt or change the mission, philosophy, and values of the Corporation. To amend or repeal the Articles of Incorporation and the Bylaws of the Corporation. To approve the acquisition of assets, the incurrence of indebtedness or the lease, sale, transfer, assignment or encumbering of the assets, in excess of a specified amount. To approve the dissolution and/or liquidation or the consolidation or merger of the Corporation. To approve the annual operating and capital budget and approval any deviations from the budget exceeding a specified amount To appoint the Corporation's certified public accountants after receiving recommendation of the Board of Directors. To approve the lending of Corporate funds, other than the purchase of publicly traded securities, to unaffiliated organizations To approve the closure of any institution or major ministry or work within this Corporation.
Form 990, Part VI, Section B, line 11		The Form 990 is prepared internally by experienced staff and reviewed by the internal Director of Taxes and external tax advisors. The Board of Directors reviewed the Form 990 prior to filing with the IRS.
	Form 990, Part VI, Section B, line 12c	Providence Health & Services maintains a conflict of interest policy that applies to board members and management of all Providence-related organizations. The purpose of the policy is to guide and direct those serving the Providence Health & Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or the appearance of a conflict, between the interests of an individual associated with Providence and Providence. On an annual basis, each board member and management level employee must complete and submit an updated conflict of interest statement. Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with the Department of Legal Affairs. If it is determined that an actual conflict exists, appropriate follow-up action is taken with the individual to rectify the conflict.
	Form 990, Part VI, Section B, line 15	It is Providence's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entities. Providence also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence has a consistent compensation philosophy for all of its employees, including our senior executives. Salaries for senior executives are determined by the Providence Board's Human Resources Committee and approved by the full Board of Directors, none of whom is a Providence employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of Providence. Base salaries for Providence executives are set at the median level of the market, as identified by the independent consultant and reviewed with the Human Resources Committee. Each year, the Board Chair conducts a formal performance evaluation of the President/CEO that considers input from the other directors and senior leaders reporting to the President. The evaluation is discussed with the Human Resources Committee and then a recommendation is made by the committee to the full Board. The Board Chair and the Chair of the Human Resources Committee also meet with an independent consultant to develop a salary recommendation; which is reviewed and approved first by the committee and then by the Board of Directors. Additionally, the President/CEO utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the Human Resources Committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational and individual goals for furthering Providence operating principles - advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated customer satisfaction, meeting employee satisfaction goals and reaching financial performance objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-profit health care systems. The Board's process for executive compensation fully complies with IRS standards and mirrors the best practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, and Accountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector.
	Form 990, Part VI, Section C, line 19	Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon written request. The consolidated financial statements are available on our public Internet site www2.providence.org. All governing policies including the conflict of interest policy, as well as 990 filings are available to employees on the Intranet site.
Changes in Net Assets or Fund Balances:	Form 990, Part XI, line 5:	Net unrealized gains on investments: 3,070,735. Lease Income Differential 943,335. Bank and Statutory Investment Income Differential -24,010. Interest Income Statutory Differential 41,835. Miscellaneous Stautory Requirements 8,133. Rounding 2. Total to Form 990, Part XI, Line 5: 4,040,030.
HOURS WORKED	FORM 990, PART VII, SECTION A	The average hours per week reflect hours worked for the entire Providence Health & Services healthcare system and are not allocated to the individual reporting entity.
AUDIT & COMPLIANCE	FORM 990, PART XII, LINE 2C	The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the financial statements and reporting, the audit process and the internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the internal and external auditors; the investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.
CONTACT INFORMATION	FORM 990, PART VI, SECTION A, Line 9	M. Adrian Davis, LCM; Lucille Dean, SP; Michael A. Stein; Mary Corita Heid, RSM; Dana A. Rasmussen; Jeffrey B. Clode, MD; Paul A. Redmond; James S. Roberts, MD; Owen B. Robinson; Peter J. Snow; Ellen L. Wolf; Sallye Liner; Cheryl M. Scott; are all on our Board of Directors and can be reached at 1801 Lind Ave. SW, Renton, WA 98057. Jeffrey W. Rogers, the secretary, and Terry L. Smith, COO - Oregon Region, can be reached at 1801 Lind Ave. SW, Renton, WA 98057.
AUDITED FINANCIAL STATEMENTS	FORM 990, PART IV, LINE 12	The audited financial statements of Providence Health Plan are prepared on a statutory basis in conformity with insurance accounting practices prescribed or permitted by the National Association of Insurance Commissioners and the Insurance Division of the Oregon Department of Consumer and Business Services.
RELIGIOUS COMMUNITY MEMBERS	FORM 990, PART VII	As members of the Religious Community, each Sister has taken a vow of poverty as a compulsory part of her religious life. Any compensation for services of a Sister inures only for the benefit of the Community, not the individual members. All payments for services are made directly to the Religious Community.
EMPLOYEE COMPENSATION	FORM 990, PART II, LINE 5 & PART V, LINE 2A	The employees working at Providence Health Plan are paid by Providence Health & Services - Oregon EIN# 51-0216587 or Providence Health & Services - WA. dba Health System Office EIN# 91-0725998. Therefore, no W-2s are issued by the reporting organization.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

PROVIDENCE HEALTH PLAN

Employer identification number

93-0863097

Part I

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

(a) Name, address, and EIN 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 organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Providence Health & Services - Washington 1801 Lind Avenue SW 9016 Renton,WA980579016 51-0216586	Healthcare System	WA	501( c)(3)	Line 3	Providence Health & Services		No
(2) Providence Health & Services - Oregon 1801 Lind Avenue SW 9016 Renton,WA980579016 51-0216587	Healthcare System	OR	501( c)(3)	Line 3	Providence Health & Services		No
(3) Providence Health System - So California 1801 Lind Avenue SW 9016 Renton,WA980579016 51-0216589	Healthcare System	CA	501( c)(3)	Line 3	Providence Health & Services		No
(4) Everett Transitional Care Services PO Box 1067 Everett,WA982061067 94-3264605	Transitional Care	WA	501( c)(3)	Line 9	N/A		No
(5) Providence Oregon Management Corporation 1801 Lind Avenue SW 9016 Renton,WA980579016 93-0813977	Shell Corporation	OR	501( c)(3)	Line 1	PH & S - Oregon		No
(6) Providence Plan Partners 3601 SW Murray Blvd 10 Beaverton,OR97005 91-1861964	Healthcare Services	OR	501( c)(4)	N/A	PH & S - Oregon		No
(7) Providence Health Assurance 3601 SW Murray Blvd 10 Beaverton,OR97005 55-0828701	Medicaid Healthcare Provider	OR	501( c)(4)	N/A	Providence Health Plan		No
(8) Providence Medical Institute 4101 Torrance Blvd Torrance,CA90503 33-0283773	Healthcare	CA	501( c)(3)	Line 11/Type I	PHS - So California		No
(9) Little Company of Mary Ancillary Services Corporation 4101 Torrance Blvd Torrance,CA90503 33-0844408	Imaging Services	CA	501( c)(3)	Line 9	PHS - So California		No
(10) Providence TrinityCare Hospice 2601 Airport Drive 230 Torrance,CA90505 95-3264139	Hospice	CA	501( c)(3)	Line 9	PHS - So California		No
(11) Providence Health System Housing 1801 Lind Avenue SW 9016 Renton,WA980579016 94-3230587	Assisted Living	AK	501( c)(3)	Line 9	PH & S - Washington		No
(12) Providence Blanchet Association 1700 Providence Pl Centralia,WA98531 91-1789266	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(13) St Luke Association 350 Washington Ave SE Chehalis,WA98352 94-3176618	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(14) Providence Rossi Association 1700 Providence Pl Centralia,WA98531 31-1584166	Housing	WA	501( c)(3)	Line 9	PH & S - Washington		No
(15) Lundberg Association 5921 E Burnside Portland,OR97215 91-1562797	Housing	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(16) Providence St Francis Association 3415 12th Avenue NE Olympia,WA98506 94-3244854	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(17) Providence Peter Claver Association 7101 38th Avenue South Seattle,WA98118 31-1629656	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(18) Providence St Elizabeth House Association 3201 SW Graham St Seattle,WA98126 91-2171539	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(19) Providence Gamelin House Association 4515 MLK Jr Way S Ste 200 Seattle,WA98108 31-1744654	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(20) The Gamelin Association 312 North Fourth St Yakima,WA98901 91-1180824	Housing	WA	501( c)(3)	Line 1	PH & S - Washington		No
(21) The Gamelin Oregon Association 5520 NE Glisan Portland,OR97213 91-1214491	Housing	OR	501( c)(3)	Line 9	PH & S - Oregon		No
(22) The Gamelin California Association 540 23rd St Oakland,CA94612 91-1293869	Housing	CA	501( c)(3)	Line 9	PHS - So California		No
(23) Gamelin Washington Association 1423 First Avenue Seattle,WA98101 20-1910170	Housing	WA	501( c)(3)	Line 7	PH & S - Washington		No
(24) Providence Foundation 1801 Lind Avenue SW 9016 Renton,WA980579016 94-3078543	Support PH&S Institutions	WA	501( c)(3)	Line 11/Type I	PH & S - Washington		No
(25) Providence Alaska Foundation 3300 Providence Drive - B Tower2 Anchorage,AK99508 92-0093565	Support PHS-Alaska	AK	501( c)(3)	Line 11/Type I	PH & S - Washington		No
(26) Providence St Peter Foundation 413 Lilly Road NE Olympia,WA985065166 91-1097056	Support Affiliated Tax-Exempt Organization	WA	501( c)(3)	Line 7	PH & S - Washington		No
(27) Providence Health Care Foundation (Centralia) 914 S Scheuber Road Centralia,WA98531 91-1433382	Support Providence Centralia Hospital	WA	501( c)(3)	Line 7	PH & S - Washington		No
(28) Providence Mount St Vincent Foundation 4831 - 35th Avenue SW Seattle,WA981262799 91-1188119	Support Providence Mount St.Vincent	WA	501( c)(3)	Line 7	PH & S - Washington		No
(29) Providence Marianwood Foundation 3725 Providence Point Drive SE Issaquah,WA980297219 93-1554288	Support Providence Marianwood	WA	501( c)(3)	Line 11/Type I	PH & S - Washington		No
(30) Providence Newberg Health Foundation 1001 Providence Drive Newberg,OR97132 93-0889144	Support Providence Newberg Medical Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(31) Providence Seaside Hospital Foundation 725 S Wahanna Rd Seaside,OR97138 93-0927320	Support Providence Seaside Hospital	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(32) Providence Community Health Foundation 1111 Crater Lake Ave Medford,OR97504 93-0692907	Support Providence Medford Medical Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(33) Providence Benedictine Nursing Center Foundation 540 South Main St Mt Angel,OR973629532 91-1940286	Support Providence Benedictine Nursing Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(34) Providence Portland Medical Foundation 4805 NE Glisan St Portland,OR972132967 93-1231494	Support Providence Portland Medical Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(35) Providence St Vincent Medical Foundation 9205 SW Barnes Rd Portland,OR97225 93-0575982	Support Providence St. Vincent Medical Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(36) Providence Milwaukie Foundation 10150 SE 32nd Milwaukie,OR97222 94-3079515	Support Providence Milwaukie Hospital	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(37) Providence Child Center Foundation 830 NE 47th Portland,OR97213 93-0800140	Support Providence Child Center	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(38) Providence TrinityCare Hospice Foundation 2601 Airport Drive 230 Torrance,CA90505 33-0261016	Support TrinityCare Hospice	CA	501( c)(3)	Line 7	PHS - So California		No
(39) Providence Little Company of Mary Foundation 4101 Torrance Blvd Torrance,CA90503 51-0224944	Support Little Company of Mary Service Area	CA	501( c)(3)	Line 7	PHS - So California		No
(40) PH&S FoundationSFVSA & SCVSA 501 S Buena Vista Street Burbank,CA91505 95-3544877	Support Program & Activities of SFVSA & SCVSA	CA	501( c)(3)	Line 7	PHS - So California		No
(41) Providence Hospice of Seattle Foundation 425 Pontius Avenue North 300 Seattle,WA981095452 91-2077378	Support Hospice of Seattle	WA	501( c)(3)	Line 11/Type I	PH & S - Washington		No
(42) The John Gabriel Ryan Association 1801 Lind Avenue SW 9016 Renton,WA980579016 91-1303277	Healthcare	WA	501( c)(3)	Line 3	PH & S - Washington		No
(43) Providence Health & Services 1801 Lind Avenue SW 9016 Renton,WA980579016 91-1549796	Shell Corporation	WA	501( c)(3)	Line 11/Type I	N/A		No
(44) St Patrick Hospital and Health Sciences Center 500 W Broadway PO Box 4587 Missoula,MT598064587 81-0231793	Healthcare	MT	501( c)(3)	Line 3	PH & S - Washington		No
(45) St Joseph Hospital Corporation PO Box 1010 Polson,MT598601010 81-0463482	Healthcare	MT	501( c)(3)	Line 3	PH & S - Washington		No
(46) St Thomas Child and Family Center 1710 Benefis Court Great Falls,MT59405 81-0233495	Early Childhood Education	MT	501( c)(3)	Line 1	PH & S - Washington		No
(47) Sisters of Providence of Montana Corporation 1801 Lind Avenue SW 9016 Renton,WA980579016 26-2612415	Shell Corporation	MT	501( c)(3)	Line 1	PH & S - Washington		No
(48) Sacred Heart Children's Foundation PO Box 2555 Spokane,WA99220 32-0014330	Support Sacred Heart Children's Hospital	WA	501( c)(3)	Line 7	PH & S - Washington		No
(49) St Patrick Hospital and Health Foundation 500 West Broadway PO Box 4587 Missoula,MT598064587 23-7056976	Support Healthcare in W. Montana	MT	501( c)(3)	Line 7	PH & S - Washington		No
(50) University of Great Falls 1301 20th Street South Great Falls,MT59405 81-0231777	Post Secondary Education	MT	501( c)(3)	Line 2	PH & S - Washington		No
(51) E WA & MT Unemployment Compensation Insurance Trust 1801 Lind Avenue SW 9016 Renton,WA980579016 91-1082119	Unemployment Benefits	WA	501( c)(3)	Line 11/Type I	PH & S - Washington		No
(52) Providence Willamette Falls Medical Foundation 1500 Division Street Oregon City,OR97045 93-1003750	Support Willamette Falls Hospital	OR	501( c)(3)	Line 11/Type I	PH & S - Oregon		No
(53) Willamette Falls Hospital dba Providence Willamette Falls Medical Center 1500 Division Street Oregon City,OR97045 93-0426018	Healthcare	OR	501(c )(3)	Line 3	PH & S - Oregon		No
(54) Providence Hood River Memorial Hospital Foundation Inc 811 13th St Hood River,OR97031 93-0921990	Support Providence Hood River Memorial Hospital	OR	501( c)(3)	Line 7	PH & S - Oregon		No
(55) Providence Hospice & Home Care Foundation Snohomish County 2731 Wetmore Ave 500 Everett,WA98201 27-2552749	Support Providence Hospice & Home Care of Snohomish County	WA	501( c)(3)	Line 7	PH & S - Washington		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) Providence Imaging Center 3340 Providence Drive Anchorage,AK99508 92-0118807	Medical Imaging	AK	N/A
(2) Providence Surgery Centers LLC PO Box 233889 Anchorage,AK99523 20-3567411	Surgery	AK	N/A
(3) Mountainstar Clinical Laboratories LLC 611 N Perry Spokane,WA99202 26-1345983	Outpatient Lab	MT	N/A
(4) Broadway Imaging LLC 500 W Broadway Missoula,MT59802 52-2405971	Medical Imaging	MT	N/A
(5) Providence Surgery Center LLC 902 N Orange Street Missoula,MT59802 84-1401625	Outpatient Surgery	MT	N/A
(6) Center for Medical Imaging-Tanasbourne LLC 1235 NE 47th Ave 288 Portland,OR97213 20-0477972	Imaging - Diagnostics	OR	N/A
(7) Center for Medical Imaging-Bridgeport LLC 1235 NE 47th Ave 288 Portland,OR97213 26-0796953	Imaging - Diagnostics	OR	N/A
(8) Center for Specialty Surgery LLC 11782 SW Barnes Rd Portland,OR97225 26-3638838	Ambulatory Surgery Center	OR	N/A
(9) Clackamas Radiation Oncology Center LLC 1235 NE 47th Ave 288 Portland,OR97213 26-0381897	Radiation Oncology	OR	N/A
(10) Oregon Outpatient Surgery Center 7300 SW Childs Rd Tigard,OR97224 22-3883387	Ambulatory Surgery Center	OR	N/A
(11) Surgery Center at Tanasbourne LLC 1235 NE 47th Ave 260 Portland,OR97213 20-8187971	Ambulatory Surgery Center	OR	N/A
(12) ProvidenceSilverton Rehab LLC 1235 NE 47th Ave 260 Portland,OR97213 48-1287267	Rehab Services	OR	N/A
(13) Portland Medical Imaging LLC 10538 SE Washington St Portland,OR97216 20-1054971	Imaging - Diagnostics	OR	N/A
(14) Providence Radiation Oncology Development Assn LLC 1235 NE 47th Ave 288 Portland,OR97213 26-0682491	Real Estate - MOB	OR	N/A
(15) Central Point MRI LLC 870 S Front St Central Point,OR97502 26-1975164	MRI Services	OR	N/A
(16) Greater Valley Medical Building LP 501 S Buena Vista St Burbank,CA91505 95-4570858	Real Estate - MOB	CA	N/A
(17) Pathology Associates Medical Laboratories LLC 611 N Perry Spokane,WA99202 27-0943279	Outpatient Lab	WA	N/A
(18) Southern Idaho Regional Laboratory LLC 611 N Perry Spokane,WA99202 82-0511819	Outpatient Lab	ID	N/A
(19) Tri-Cities Laboratory LLC 611 N Perry Spokane,WA99202 91-1773986	Outpatient Lab	WA	N/A
(20) Alpha Medical Laboratory LLC 611 N Perry Spokane,WA99202 91-2017347	Outpatient Lab	ID	N/A
(21) PacLab LLC 611 N Perry Spokane,WA99202 91-1743952	Outpatient Lab	WA	N/A
(22) HealthServicesNW LLC PO Box 389672 Seattle,WA98138 31-1750915	Medical Billing	WA	N/A
(23) Medalia Healthcare LLC 1801 Lind Ave SW 9016 Renton,WA98057 91-1660459	Physician Benefits	WA	N/A
(24) Distribution Operations Center LLC 1801 Lind Ave SW 9016 Renton,WA98057 27-1054858	Supplies Purchasing Agent	WA	N/A
(25) Oregon Advanced Imaging LLC 881 OHare Parkway Medford,OR97504 45-0471748	Medical Imaging	OR	N/A
(26) ProvidenceUSP Surgery Centers LLC 11550 Indian Hills Road 160 Mission Hills,CA91345 20-0905938	Ambulatory Surgery Center	CA	N/A
(27) California Laboratory Associates LLC 501 Buena Vista Burbank,CA91505 27-3888692	Outpatient Lab	CA	N/A

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)
(1) Providence Health Ventures Inc 4101 Torrance Blvd Torrance,CA90503 33-0122216	Investment	CA	N/A	C
(2) Caron Health Corporation 510 West Front Street Missoula,MT59802 81-0486082	Medical Physician Service	MT	N/A	C
(3) Providence Health Care Ventures Inc 101 West 8th Ave TAF C-9 Spokane,WA99204 90-0155714	Clinical/Medical Lab	WA	N/A	C
(4) Providence Physician Services Co 101 West 8th Ave TAF C-9 Spokane,WA99208 91-1216033	Clinical/Medical Lab	WA	N/A	C
(5) Yakima Medical Arts Inc 611 N Perry Suite 100 Spokane,WA99202 91-0787963	Rental Real Estate	WA	N/A	C
(6) Bourget Health Services Inc PO Box 2687 Spokane,WA99220 91-1354431	Clinical/Medical Lab	WA	N/A	C

Schedule R (Form 990) 2010

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) Providence Health Assurance	M	212,335	Cost
(2) Providence Health Assurance	P	2,009,929	Cost
(3)
(4)
(5)
(6)

Schedule R (Form 990) 2010

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

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version: