TY 2010 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) JERRY CAMPBELL TRUSTEE	8.0	X		8,500	1,500	0
(2) CHANGMOOK SOHN TRUSTEE	8.0	X		8,500	1,000	0
(3) IRA FIELDING TRUSTEE	8.0	X		8,500	1,500	0
(4) ROSEMARY DASZKIEWICZ TRUSTEE - Vice Chair/Chair	8.0	X	X	9,500	1,500	0
(5) BOBBIE BERKOWITZ TRUSTEE - CHAIR	8.0	X	X	9,375	1,000	0
(6) ROBERT MARGULIS TRUSTEE	8.0	X		8,500	1,500	0
(7) PORSCHE EVERSON TRUSTEE - Vice Chair	8.0	X	X	8,500	1,500	0
(8) Phyllis Best Trustee	8.0	X		8,500	1,500	0
(9) Jennifer Joly Trustee	8.0	X		8,500	1,500	0
(10) Tracy Garland Trustee	8.0	X		8,500	1,500	0
(11) Harry Harrison Jr Trustee	8.0	X		6,375	750	0
(12) Dorothy Ruzicki Trustee	8.0	X		2,125	500	0
(13) SCOTT ARMSTRONG PRESIDENT/CEO	40.0		X	873,517	0	131,293
(14) RICK WOODS SECRETARY & EVP, GEN COUNSEL	40.0		X	418,360	0	124,205
(15) PAMELA MACEWAN ASST SECRETARY & EVP-PUB AFFRS	40.0		X	280,098	0	47,235
(16) RICHARD MAGNUSON TREASURER, EVP, CFO	40.0		X	490,183	0	39,432
(17) Breton Myers Assistant Treasurer	40.0		X	248,226	0	29,349

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(F) Estimated amount of other compensation from the organization and related organizations
(18) PETER MORGAN EVP, Group Practice Division	40.0	X			392,097	0	13,472
(19) JAMES HEREFORD EVP, STRATEGIC SERVICES & QLTY	40.0	X			403,677	0	40,515
(20) Robert O'Brien EVP, Health Plan Division	40.0	X			612,246	0	41,947
(21) Cynthia Johnson EVP, HR	40.0	X			313,331	0	46,847
(22) Brian Harris VP, Network Svc & Care Mgmt	40.0	X			245,078	0	120,003
(23) Randy Barker Exec Director, Clin Supp & Bus	40.0	X			230,464	0	41,412
(24) Joel Suelzle VP, Health Plan Administration	40.0		X		290,059	0	118,403
(25) Jill Ostrem VP, Consult Spec & AC Svcs	40.0		X		309,766	0	40,014
(26) Eric Larson VP, Group Health Research Inst	40.0		X		289,821	0	46,997
(27) Ernest Hood VP, CIO	40.0		X		292,254	0	36,633
(28) LINDA MACMASTER VP, MARKETING	40.0		X		305,657	0	36,810
(29) Barbara Belt Lloyd Controller & Exec Dir, Fin Ops	40.0			X	194,735	0	133,905

(A) Name and business address	(B) Description of services	(C) Compensation
GROUP HEALTH PERMANENTE 320 WESTLAKE AVE N STE 100 SEATTLE,WA981095233	MEDICAL PROFESSIONAL	295,944,997
VIRGINIA MASON MEDICAL CENTER PO BOX 91046 SEATTLE,WA98111	HOSPITAL SERVICES	84,212,967
Overlake Hospital 1035 116th Ave NE BELLEVUE,WA98004	HOSPITAL SERVICES	54,041,353
St Joseph Medical Center PO Box 34936 SEATTLE,WA98124	HOSPITAL SERVICES	55,850,866
Providence Health Services-Wash PO Box 34954 SEATTLE,WA981241954	HOSPITAL SERVICES	45,403,728
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 541

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	0
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	5,278,362	0	5,278,362	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	482,247,022	284,222,453	198,024,569
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	48,593,834	28,639,801	19,954,033
9	Other employee benefits .......	12,200,098	7,190,385	5,009,713
10	Payroll taxes ...........	40,126,509	24,433,396	15,693,113
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	1,746,172		1,746,172
c	Accounting ...........	759,115		759,115
d	Lobbying ...........	655,174		655,174
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	1,096,431		1,096,431
g	Other ..........	1,721,252,111	1,659,333,957	61,918,154
12	Advertising and promotion ....	7,519,856	192,412	7,327,444
13	Office expenses .......	285,089,958	261,243,663	23,846,295
14	Information technology ......	19,707,649	198,498	19,509,151
15	Royalties ..	0
16	Occupancy ...........	46,692,624	17,424,210	29,268,414
17	Travel ............	2,297,050	1,504,407	792,643
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	5,093,998	1,193,591	3,900,407
20	Interest ...........	8,111,454	4,468	8,106,986
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	56,300,730	33,422,288	22,878,442
23	Insurance ..............	15,825,278	15,286,061	539,217
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	PREMIUM AND BUSINESS TAXES	40,523,052	1,069,709	39,453,343
b	MISCELLANEOUS	29,660,646	5,043,960	24,616,686
c
d
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	2,830,777,123	2,340,403,259	490,373,864	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

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	-10,184,766	1	-325,589
2	Savings and temporary cash investments .......	167,123,198	2	133,415,882
3	Pledges and grants receivable, net .........	11,146,181	3	9,518,808
4	Accounts receivable, net .........	77,607,899	4	89,905,186
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 ..............	22,718,017	8	23,313,362
9	Prepaid expenses and deferred charges ............	24,246,252	9	24,995,036
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,018,569,976
b	Less: accumulated depreciation. .....	10b	598,273,261	437,565,957	10c	420,296,715
11	Investments—publicly traded securities ..........	664,372,408	11	684,912,561
12	Investments—other securities. See Part IV, line 11 ......	73,136,939	12	113,673,525
13	Investments—program-related. See Part IV, line 11 ..		13
14	Intangible assets .........		14
15	Other assets. See Part IV, line 11 ...........	64,260,546	15	59,470,381
16	Total assets. Add lines 1 through 15 (must equal line 34)...	1,531,992,631	16	1,559,175,867
	17	Accounts payable and accrued expenses .	278,056,907	17	314,843,416
18	Grants payable ..........	75,000	18	50,000
19	Deferred revenue ..........	37,626,477	19	37,154,963
20	Tax-exempt bond liabilities ..........	193,862,897	20	149,399,217
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	40,976,382
25	Other liabilities. Complete Part X of Schedule D.....	207,965,106	25	197,740,471
26	Total liabilities. Add lines 17 through 25.....	717,586,387	26	740,164,449
		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 .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....	15,288,250	31	15,105,375
32	Retained earnings, endowment, accumulated income, or other funds	799,117,994	32	803,906,043
33	Total net assets or fund balances .....	814,406,244	33	819,011,418
34	Total liabilities and net assets/fund balances .....	1,531,992,631	34	1,559,175,867

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches. section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in

section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. Seesection 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Other

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the the supported organization? ................

11g(i)

(ii) a family member of a person described in (i) above? ......................

11g(ii)

(iii) a 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of support?


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3..
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public Support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (See instructions.) ..................

First Five Years If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.......................................... right arrow

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f)) .........

Public Support Percentage for 2009 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2010. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ...................... right arrow

33 1/3% support test—2009. If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2010. If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization .................................................. right arrow

10%-facts-and-circumstances test—2009. If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly
supported organization .............................................. right arrow

Private Foundation If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions ................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

Support Schedule for Organizations Described in IRC 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public Support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13	Total support (Add lines 9, 10c, 11 and 12.).

Section C. Computation of Public Support Percentage

Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2009 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2009 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2010. If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .......... right arrow

33 1/3% support tests—2009. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization .... right arrow

Private Foundation If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2010

Page 4

Part IV

Supplemental Information. Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2010

Name of organization

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ, that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, aggregate contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ, that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not aggregate to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990, or check the box in the heading of its
Form 990-EZ, or on line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization GROUP HEALTH COOPERATIVE
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part I
Part I	Contributors (see Instructions)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Aggregate contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Name of organization GROUP HEALTH COOPERATIVE
Schedule B (Form 990, 990-EZ, or 990-PF) (2010) Page 1 of 1 of Part II
Part II	Noncash Property (see Instructions)
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Page 1 of 1 of Part III

Name of organization
GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
aggregating more than $1,000 for the year. (Complete columns (a) through (e) and the following line entry.)
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2010)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below.
SchCMd Bullet

Attach to Form 990 or Form 990-EZ. SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

If the organization answered “Yes,” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes,” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes,” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35a (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Part I-A

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

Provide a description of the organization's direct and indirect political campaign activities on behalf of or in opposition to candidates for public office in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

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

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

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

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

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2010

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check if the filing organization belongs to an affiliated group.
B Check if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(a) Filing Organization's Totals	(b) Affiliated Group Totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......	887,298
c	Total lobbying expenditures (add lines 1a and 1b) ...................	887,298
d	Other exempt purpose expenditures ........................	2,829,889,825
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............	2,830,777,123
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.	1,000,000
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................	250,000
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................		Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2007	(b) 2008	(c) 2009	(d) 2010	(e) Total

2a	Lobbying non-taxable amount	1,000,000	1,000,000	1,000,000	1,000,000	4,000,000

b	Lobbying ceiling amount (150% of line 2a, column(e))					6,000,000

c	Total lobbying expenditures	727,816	643,742	823,518	887,298	3,082,374

d	Grassroots non-taxable amount	250,000	250,000	250,000	250,000	1,000,000

e	Grassroots ceiling amount (150% of line 2d, column (e))					1,500,000

f	Grassroots lobbying expenditures	0	0	0	0	0

Schedule C (Form 990 or 990-EZ) 2010

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

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

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

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

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

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

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

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

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

Other activities? If "Yes," describe in Part IV ..........................

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

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

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

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

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

Part III-A

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

Yes

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

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

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

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) if BOTH Part III-A, lines 1 and 2 are answered “No” OR if Part III-A, line 3 is answered “Yes”.

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

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

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

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

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

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

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

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

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; and Part ll-B, line 1i.
Also, complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule C (Form 990 or 990EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," 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

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

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 .................	26,597,925		26,597,925
b	Buildings ................	572,482,362	291,055,190	281,427,172
c	Leasehold improvements ............
d	Equipment ................	415,593,333	307,218,071	108,375,262
e	Other .................	3,896,357	0	3,896,357
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				420,296,716

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		113,673,525
Other








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)		113,673,525

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









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

Part X

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

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
SELF INSUR RESERVE/CUR PORTION		17,335,028
SELF INSUR RESERVE/NONCUR PORT		41,504,671
RETIREMENT BENEFIT		71,643,492
RETIREE MEDICAL BENEFIT		46,266,000
OTHER LIABILITIES		19,860,779
ACCRUED INDUSTRIAL INSURANCE		0
CURRENT PORTION-LEASE TENANT I		1,130,501


Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		197,740,471
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	2,807,456,625
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	2,830,777,123
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-23,320,498
4	Net unrealized gains (losses) on investments ..........................	4	12,983,672
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8	-1,791,592
9	Total adjustments (net). Add lines 4 - 8 .............................	9	11,192,080
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-12,128,418

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	2,817,341,376
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	12,983,672
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d	-1,096,431
e	Add lines 2a through 2d .....................			2e	11,887,241
3	Subtract line 2e from line 1.....................			3	2,805,454,135
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	2,002,490
c	Add lines 4a and 4b.......................			4c	2,002,490
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	2,807,456,625

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............			1	2,829,469,793
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	86,953
e	Add lines 2a through 2d......................			2e	86,953
3	Subtract line 2e from line 1.....................			3	2,829,382,840
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	1,394,283
c	Add lines 4a and 4b.......................			4c	1,394,283
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	2,830,777,123

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
Other-Reconciliation of Change in Net Assets from Form 990 to Fin Stmts	Schedule D, Part XI, Line 8	- Loss on sale of assets ($86,953) - Premier Purchasing Partners ($723,837) - Westlake Terry LLC: ($980,802)
Other Revenue Included on Fin Stmt but not on Form 990	Schedule D, Part XII, Line 2d	- Investment management fees ($1,096,431)
Other Revenue included on Form 990 but not on Fin Stmts	Schedule D, Part XII, Line 4b	- Premier Purchasing Partnership K-1 $723,837 - Westlake Terry LLC K-1 $1,278,653
Other Expenses Included on Fin Stmts but not on Form 990	Schedule D, Part XIII, Line 2d	Loss on sale of Assets $86,953
Other Expenses Included on Form 990 but not on Fin Stmts	Schedule D, Part XIII, Line 4b	- Investment Management Fees $1,096,431 - Westlake Terry LLC K-1 $297,851

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H
(Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Part I

Charity Care and Certain Other Community Benefits at Cost

Yes

Does the organization have a charity care policy? If "No," skip to question 6a...........

Yes

If "Yes," is it a written policy? .......................

Yes

If the organization has multiple hospitals, indicate which of the following best describes application of the charity care policy to the various hospitals.

Applied uniformly to all hospitals Applied uniformly to most hospitals Generally tailored to individual hospitals

Answer the following based on the charity care eligibility criteria that applies to the largest number of the organization's patients.

Does the organization use Federal Poverty Guidelines (FPG) to determine eligibility for providing free care to low

income individuals? If "Yes," indicate which of the following is the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other

Does the organization use FPG to determine eligibility for providing discounted care to low income individuals? If

"Yes," indicate which of the following is the family income limit for eligibility for discounted care: .....

200% 250% 300% 350% 400% Other

If the organization does not use FPG to determine eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization uses an asset test or other threshold, regardless of income, to determine eligibility for free or discounted care.

Does the organization's policy provide free or discounted care to the "medically indigent"? ......

Does the organization budget amounts for free or discounted care provided under its charity care policy? ...

If "Yes," did the organization's charity care expenses exceed the budgeted amount?.........

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discounted
care to a patient who was eligibile for free or discounted care?...............

Does the organization prepare an annual community benefit report?.............

Yes

If "Yes," does the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Charity Care and Certain Other Community Benefits at Cost

	(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a Charity care at cost (from Worksheets 1 and 2) ..		590	608,477		608,477	0.020 %
b Unreimbursed Medicaid (from Worksheet 3, column a) .		22,165	76,573,000	47,494,000	29,079,000	1.030 %
c Unreimbursed costs—other means-tested government programs (from Worksheet 3, column b) ....		13,622	44,975,374	34,616,000	10,359,374	0.370 %
dTotal Charity Care and Means-Tested Government Programs .....		36,377	122,156,851	82,110,000	40,046,851	1.420 %
Other Benefits e Community health improvement services and community benefit operations (from (Worksheet 4) ....	4	1,850	547,694		547,694	0.020 %
f Health professions education (from Worksheet 5) ..	12	684	8,246,496		8,246,496	0.290 %
g Subsidized health services (from Worksheet 6) ..	6	3,202	7,029,841	4,895,927	2,133,914	0.080 %
h Research (from Worksheet 7)	1		46,443,721	1,836,880	44,606,841	1.580 %
i Cash and in-kind contributions to community groups (from Worksheet 8) ..	1		10,900		10,900
jTotal Other Benefits ...	24	5,736	62,278,652	6,732,807	55,545,845	1.970 %
kTotal. Add lines 7d and 7j. ..	24	42,113	184,435,503	88,842,807	95,592,696	3.390 %

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2010

Schedule H (Form 990) 2010

Page 2

Part II

Community Building Activities Complete this table if the organization conducted any community building activities.

		(a) Number of activities or programs (optional)	(c) Total community building expense	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support	1	506,700	506,700	0.020 %
4	Environmental improvements	1	41,315	41,315
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total	2	548,015	548,015	0.020 %

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Does the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Enter the amount of the organization's bad debt expense (at cost).....

14,214,489

Enter the estimated amount of the organization's bad debt expense (at cost) attributable to patients eligible under the organization's charity care policy ..

Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expense. In addition, describe the costing methodology used in determining the amounts reported on lines 2 and 3, and rationale for including a portion of bad debt amounts as community benefit.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

957,408

Enter Medicare allowable costs of care relating to payments on line 5.....

1,750,553

Subtract line 6 from line 5. This is the surplus or (shortfall)........

-793,145

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.
Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.
Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Does the organization have a written debt collection policy? ...............

Yes

If "Yes," does the organization's collection policy contain provisions on the collection practices to be followed for patients who are known to qualify for charity care or financial assistance? Describe in Part VI......

Yes

Part IV

Management Companies and Joint Ventures

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership%	(e) Physicians' profit % or stock ownership %
1
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2010

Page 3

Part VFacility Information

Section A. Hospital Facilities (list in order of size, measured by total revenue per facility, from largest to smallest) How many hospital facilities did the organization operate during the tax year?1 Name and address		Other (Describe)
1	CAPITOL HILL MAIN BUILDING 201 16th Ave E Seattle,WA981125260	X	X

Schedule H (Form 990) 2010

Page 4

Part VFacility Information (continued)

Section B. Facility Policies and Practices.

(Complete a separate Section B for each of the hospital facilities listed in Part V, Section A)

Name of Hospital Facility:CAPITOL HILL MAIN BUILDING

Line Number of Hospital Facility (from Schedule H, Part V, Section A):1

				Yes	No
Community Health Needs Assessment (Lines 1 through 7 are optional for 2010)
1	During the tax year or any prior tax year, did the hospital facility conduct a community health needs assessment (“Needs Assessment”)? If “No,” skip to question 8. .....................		1
	If “Yes,” indicate what the Needs Assessment describes (check all that apply):
	a	A definition of the community served by the hospital facility
	b	Demographics of the community
	c	Existing health care facilities and resources within the community that are available to respond to the health needs of the community
	d	How data was obtained
	e	The health needs of the community
	f	Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups
	g	The process for identifying and prioritizing community health needs and services to meet those needs
	h	The process for consulting with persons representing the community’s interests
	i	Information gaps that limit the hospital facility’s ability to assess all of the community’s health needs
	j	Other (describe in Part VI)
2	Indicate the tax year the hospital facility last conducted a Needs Assessment: 20
3	In conducting its most recent Needs Assessment, did the hospital facility take into account input from persons who represent the community served by the hospital facility? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted.		3
4	Was the hospital facility’s Needs Assessment conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI............................		4
5	Did the hospital facility make its Needs Assessment widely available to the public? ...........		5
	If “Yes,” indicate how the Needs Assessment was made widely available (check all that apply):
	a	Hospital facility’s website
	b	Available upon request from the hospital facility
	c	Other (describe in Part VI)
6	If the hospital facility addressed needs identified in its most recently conducted Needs Assessment, indicate how (check all that apply):
	a	Adoption of an implementation strategy to address the health needs of the hospital facility’s community
	b	Execution of the implementation strategy
	c	Development of a community benefit plan for the facility
	d	Participation in community-wide community benefit plan
	e	Inclusion of a community benefit section in operational plans
	f	Adoption of a budget for provision of services that address the needs identified in the CHNA
	g	Prioritization of health needs in the community
	h	Prioritization of services that the hospital facility will undertake to meet health needs in its community
	i	Other (describe in Part VI)
7	Did the hospital facility address all of the needs identified in its most recently conducted Needs Assessment? If “No,” explain in Part VI which needs it has not addressed together with the reasons why it has not addressed such needs.		7
Financial Assistance Policy
	Did the hospital facility have in place during the tax year a written financial assistance policy that:
8	Explains eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?		8
9	Used federal poverty guidelines (FPG) to determine eligibility for providing free care to low incomeindividuals?..		9
	If “Yes,” indicate the FPG family income limit for eligibility for free care: %

Schedule H (Form 990) 2010

Page 5

Part VFacility Information (continued)

				Yes	No
10	Used FPG to determine eligibility for providing discounted care to low income individuals?.........		10
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: %
11	Explained the basis for calculating amounts charged to patients?.................		11
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
	a	Income level
	b	Asset level
	c	Medical indigency
	d	Insurance status
	e	Uninsured discount
	f	Medicaid/Medicare
	g	State regulation
	h	Other (describe in Part VI)
12	Explained the method for applying for financial assistance?...................		12
13	Included measures to publicize the policy within the community served by the hospital facility?.......		13
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
	a	The policy was posted at all times on the hospital facility’s web site
	b	The policy was attached to all billing invoices
	c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
	d	The policy was posted in the hospital facility’s admissions offices
	e	The policy was provided, in writing, to patients upon admission to the hospital facility
	f	The policy was available upon request
	g	Other (describe in Part VI)
Billing and Collections
14	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy that explained actions the hospital facility may take upon non-payment?........		14
15	Check all of the following collection actions against a patient that were permitted under the hospital facility's policies at any time during the tax year:
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments or arrests
	e	Other (describe in Part VI)
16	Did the hospital facility engage in or authorize a third party to engage in any of the following collection actions during the tax year?...................................		16
	If “Yes,” check all collection actions in which the hospital facility or a third party engaged (check all that apply):
	a	Reporting to credit agency
	b	Lawsuits
	c	Liens on residences
	d	Body attachments
	e	Other (describe in Part VI)
17	Indicate which actions the hospital facility took before initiating any of the collection actions checked in question 16 (check all that apply):
	a	Notified patients of the financial assistance policy upon admission
	b	Notified patients of the financial assistance policy prior to discharge
	c	Notified patients of the financial assistance policy in communications with the patients regarding the patients’ bills
	d	Documented its determination of whether a patient who applied for financial assistance under the financial assistance policy qualified for financial assistance
	e	Other (describe in Part VI)

Schedule H (Form 990) 2010

Page 6

Part VFacility Information (continued)

Policy Relating to Emergency Medical Care
				Yes	No
18	Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........		18
	If “No,” indicate the reasons why (check all that apply):
	a	The hospital facility did not provide care for any emergency medical conditions
	b	The hospital facility did not have a policy relating to emergency medical care
	c	The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)
	d	Other (describe in Part VI)
Charges for Medical Care
19	Indicate how the hospital facility determined the amounts generally billed to individuals who had insurance covering emergency or other medically necessary care (check all that apply):
	a	The hospital facility used the lowest negotiated commercial insurance rate for those services at the hospital facility
	b	The hospital facility used the average of the three lowest negotiated commercial insurance rates for those services at the hospital facility
	c	The hospital facility used the Medicare rate for those services
	d	Other (describe in Part VI)
20	Did the hospital facility charge any of its patients who were eligible for assistance under the hospital facility’s financial assistance policy, and to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care?.........		20
	If “Yes,” explain in Part VI.
21	Did the hospital facility charge any of its patients an amount equal to the gross charge for services provided to that patient?...................................		21
	If “Yes,” explain in Part VI.

Schedule H (Form 990) 2010

Page 7

Part VFacility Information (continued)

Section C. Other Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, measured by total revenue per facility, from largest to smallest) How many non-hospital facilities did the organization operate during the tax year?38
Name and address		Type of Facility (Describe)
1	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
2	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
3	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
4	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
5	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
6	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
7	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
8	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
9	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
10	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
11	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
12	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
13	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
14	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
15	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
16	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
17	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
18	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
19	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
20	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
21	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
22	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
23	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
24	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
25	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
26	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
27	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
28	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
29	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
30	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
31	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
32	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
33	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
34	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
35	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
36	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
37	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic
38	Capitol Hill East Building 1600 E John St Seattle,WA981125260	Medical Clinic

Schedule H (Form 990) 2010

Page 8

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the description required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; and Part V, Section B, lines 1j, 2, 4c, 6i, 7, 11i, 13i, 17l, 18l, 19e, 21d, 25, and 26.
2	Community health needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any community health needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.

Identifier	ReturnReference	Explanation
Part I, Line 3(c) Charity Care Eligibility Criteria	Schedule H, Part I, Line 3(c) Charity Care Eligibility Criteria	Group Health provides free care to low income individuals at 200% of federal poverty guidelines but does not offer discounted care.
Part I, Line 7(f) Percent of Total Expense	Schedule H, Part I, Line 7(f) Percent of Total Expense	Bad debt expense included on Form 990, Part IX, Line 25, Column (A), but subtracted for purposes of calculating the percentage for Part I, Line 7, column (f) is $14,214,489.
Part I, Line 7	Schedule H, Part I, Line 7	Cost-to-charge ratio derived from worksheet 2, ratio of patient care cost-to-charges, was used to report the following community benefit expenses: Charity care at cost Unreimbursed costs-other-means tested government programs (healthcare assistance) Group Health utilized the Market Segment Report (MSR), an internal management report that provides detailed revenue and expense by line of business using GAAP income statement and cost management data (CMD) expense and utilization information. On a monthly basis, all GAAP general ledger expenses are loaded into the CMD costing system at the accounting unit (AU) and account level along with patient utilization information from various utilization systems. Each AU is categorized within CMD as one of three types of expenses: 1) delivery system representing medical services provided to consumers; 2) health plan representing insurance services; or 3) overhead representing administrative support services to both delivery system and health plan. Overhead is allocated to either delivery system or health plan using a step down process based on relevant statistics such as number of FTEs, labor cost, square feet, etc. The overhead allocation percentage between delivery system and health plan are determined and maintained by the CMD costing and costing methodology review team. The following community benefit expenses are reported based on the MSR: Unreimbursed medicaid Unreimbursed costs-other means-tested government programs (Basic Health Plan) Community health improvement services and communit benefit operations Health professions education Subsidized health services Research Cash and in-kind contributions to community groups
Part III, Line 4, Bad Debt Expense	Schedule H, Part III, Line 4, Bad Debt Expense	Bad debt is recorded when a patient who is determined to have the financial capacity to pay for services is unwilling to settle the bill. Bad debt includes patients/guarantors: -who do not pay for legitimate services after 3 cycle bills -whose mail is returned to Group Health and who cannot be contacted -who declare bankruptcy -who fail to meet in-house payment arrangements -who agree to long-term billing services provided by a contracted collection agency. Accounts are reviewed for referral to collection agencies if, after 3 cycle bills, no payment is received. The account remains in pre-collect status for the first 30 days after assignment, during which time no collection activities are initiated by the agencies. Other bad debt accounts, including returned mail and lapsed payment arrangements, are also assigned to collection agencies. The collection agency assignment process generates the appropriate write-off to bad debt expense. Accounts for bankruptcies are written off to bad debt expense when a notice of bankruptcy filing is received. Justification for all bad debt write-offs is recorded in the patient's electronic billing record. Following is the footnote from the consolidated audited financial statement related to provision for uncollectible account: The Group provides an allowance for potential uncollectible accounts receivable whereby such receivables are reduced to their estimated net realizable value. The Group estimates this allowance based on the aging of accounts receivable, historical collection experience, enrollment retroactivity and other relevant factors. There are various factors that can impact the collection trends and the estimation process, such as changes in the economy, the increased burden of copays and deductibles to be made by enrollees and business practices related to collection efforts. The allowance for uncollectible accounts was $12,622,000 and $6,353,000 as of December 31, 2010 and 2009, respectively.
Part III, Line 8, Medicare Shortfall	Schedule H, Part III, Line 8, Medicare Shortfall	Group Health files a low volume Medicare cost report which includes only statistical usage information. The low volume report does not include charge or cost information found in full cost reports. Group Health uses internal cost and charge information to compute a cost to charge ratio to compute Central Hospital Medicare costs. Group Health does not include any Medicare shortfall as community benefit.
Part III, Line 9, Collection Policy	Schedule H, Part III, Line 9, Collection Policy	Bad debt expense is recognized when a patient who is determined to have the financial capacity to pay for services is unwilling to settle the bill. Statements sent to patients include information about how to contact Group Health's sponsored care department to inquire about payment assistance. If a patient is eligible for charity care, the charges are written off as adjustments to revenue and not recognized as bad debt.
Part VI, Line 2, Needs Assessment	Schedule H, Part VI, Line 2, Needs Assessment:	Group Health Cooperative (Group Health) uses a number of methods to assess and meet the needs of the communities served. To develop the foundation for its community health initiative, Group Health performed a secondary data assessment in 2009. Using data from Washington State Local Health Departments and Districts (http://www.doh.wa.gov/LHJMap/LHJMAP.htm), United Way of King County's Community Assessment (http://www.uwkc.org/kcca/), and Seattle/King County's Community Health Indicators report (http://www.kingcounty.gov/healthservices/health/data/chi2009.aspx) a localized assessment of the needs within our service area was compiled. Performing an analysis for each county Group Health serves, a clear understanding of key community indicators was obtained. In 2010, Group Health employed the Center for Community Health and Evaluation to interview 29 key community informants. Questions addressed unmet and/or unaddressed health needs of children and families, as well as perspectives on effective strategies that might involve Group Health and that have the potential for charting progress and success toward community health outcomes. These perspectives provided the guidance and direction necessary for Group Health's Community Health Initiative. The Initiative puts particular focus on providing community support tools to manage chronic disease and overweight/obesity in young adults and families through increased physical activity and improved nutrition. Group Health also participates in policy and advocacy efforts to ensure greater access to appropriate, timely and comprehensive coverage and care for low-income populations. This includes assuring that the Group Health care delivery system is included with other safety net and community providers in both Medicaid and Basic Health programs, a state developed coverage program offering subsidized premiums for low-income adults and families. In addition to spreading a proven delivery system philosophy, Group Health has participated in the identification and fulfillment of necessary public-domain research related to prevention, diagnosis and treatment of major health problems. Lastly, Group Health continues to train necessary and critically-important health professionals for more than 40 different medical and ancillary health professions, especially in high-demand shortage professions such as primary care and ambulatory nursing.
Part VI, Line 3, Patient Education of Eligibility for Assistance	Sched H, Part VI, Line 3, Patient Education of Eligibility for Assistance	Group Health has two financial assistance programs which are administered as our Sponsored Care program. The Charity Care program is for patients seeking hospital services who have incomes at or below 200% FPL. The Health Care Assistance program is for enrollees or former enrollees seeking any medical care or service at a Group Health facility and who are at or below 250% FPL. Group Health informs patients about Sponsored Care as follows: 1. Group Health displays large posters at the main entrances of Group Health Hospital, as well as at the hospital's Urgent Care Center and at its Labor/Delivery Unit. Each poster repeats the following message in seven different languages: "You may be eligible for free hospital care Group Health Cooperative provides free hospital care to low-income patients as "charity care." You must meet certain income standards to qualify. If you think you may qualify, please ask about charity care at the registration desk." Desk cards at the reception and registration areas in the hospital repeat the message (in English), and include the financial guidelines. 2. Group Health Hospital Urgent Care staff provides financial information and attestation forms to patients seeking Charity Care at the time of registration for services. 3. As part of their standard operating procedures, Clinical, Customer Service and Patient Billing staff throughout Group Health are able to provide information about and assistance with patient qualification for Sponsored Care programs at the time of service or via telephone. 4. Administrative and Billing office staff at all 26 Group Health medical centers provide patients with Sponsored Care applications upon request at the time of service. 5. There is a standard notice on all Group Health bills for patient care, which states that the patient may be eligible for financial assistance, and provides contact information for assistance.
Part VI, Line 4, Community Information	Schedule H, Part VI, Line 4, Community Information	Communities we serve, including demographics: Group Health's primary exempt purpose is to provide comprehensive, prevention-oriented health care services. Beneficiaries of this purpose are Group Health enrollees and non-enrolled patients. Group Health also provides health-related education and research activities that benefit the broader community. To fulfill its purpose, Group Health provides outpatient primary and specialty care as well as some inpatient acute and sub-acute care through the services of salaried physicians, nurses, and other health care providers. The salaried physicians are employed by Group Health Permanente, P.C., an organization with whom Group Health has an exclusive contract. As of year-end 2010, Group Health operated one hospital, 26 primary care medical centers, six specialty care units and seven behavioral health clinics. Group Health also contracts with community health care providers for services where Group Health does not operate its own facilities and for medical services not provided at Group Health facilities. Group Health's service areas include all, or parts of, 19 counties in Washington and 2 counties in Idaho. In the last decade, the minority population in Washington as a whole grew from 20.6% of the state population to 25.2 %. Eleven counties have minority populations above the state average. For the counties in Group Health's service area, Franklin (51.2%), Yakima (45.0%), King (8.9%), Pierce (9.2%) and Walla-Walla (19.7%) counties consistently have the highest percent of Hispanic populations. Franklin County and Yakima County have the largest shares of Non-White racial groups. Current data indicates 49.5% of Washington's Black population resides in King County and 22.5% in Pierce County. With respect to the Asian and Pacific Islander population, 58.6% reside in King County, with 9.8% in Pierce County, and 13.1% in Snohomish County. Yakima County's ranking as home to the second largest concentration of the American Indian and Alaska Native population in 2000 was overtaken by Pierce County in 2008. Group Health serves all of these communities. The ethnic and racial makeup of our members are as follows: Caucasian, 80%; African American/Black, 3%; Asian/Pacific Islander, 8%; Hispanic, 5%; Alaska Native/American Indian, 1%; Other 3%. In 2010, Group Health and its wholly-owned subsidiaries, Group Health Options, Inc. and KPS Health Plans, provided health care coverage and services to approximately 660,000 individuals. Group Health was able to reach these individuals via individual and family, commercial group, Medicare, Medicaid, and State-subsidized low-income ("Basic Health") enrollees in Washington and North Idaho. Most Medicare and Medicaid patients receive such services under capitation contracts between Group Health and state and federal government agencies, and others receive care on a fee-for-service basis. Group Health extends its health care services to the community, providing care to people in need regardless of their enrollment status or ability to pay. Special attention is devoted to underserved, at-risk populations. Specifically related to low-income enrollees, Group Health currently provides coverage to Healthy Options (Washington State Managed Medicaid) enrollees in 6 counties around the State as well as providing care to Medicaid fee-for-service patients who are unable to access Group Health through the managed Medicaid program. Group Health's 2010 Medicaid enrollment averaged 20,000 of which 80% are children under the age of 19 years, with another 2,200 enrollees under Basic Health Plus. These enrollees are predominately the children of individuals covered under Basic Health. In addition, in 2010, Group Health served approximately 10,000 Basic Health members, largely low-income adults, in 5 counties across the state. While Group Health covers between 3-4% of the total Managed Medicaid population in Washington State, we have a much higher proportion of the population in two specific counties. In Kitsap County we have approximately 3,000 enrollees or 19% of the total Medicaid managed care population. In Spokane County we have 11,000 enrollees or 21% of the Medicaid managed care population. In addition, Group Health's Family Beginnings Unit (FBU) in Seattle provides labor and delivery and neonatal intensive care unit services to Medicaid patients through two different contracting models. The first contract model is through the Group Health Healthy Options Medicaid program enrollees, with Group Health physicians and nurse midwives delivering newborns. The second model consists of contracts with several community health clinics and federally qualified health centers to allow community providers to deliver the patients of these community clinics at the FBU, with back-up and support provided by Group Health OB-Gyn physicians. In addition to Medicaid patients, the Group Health FBU is one of a few birthing facilities in Seattle that allows certified nurse midwife birthing for all patients. Finally, the Group Health Teen Pregnancy and Parenting Clinic (TPPC) provides comprehensive Women Infants and Children (WIC) and other health care services to both Group Health and non-Group Health low-income teenagers and young adults.
Part VI, Line 5, Promotion of Community Health	Schedule H, Part VI, Line 5, Promotion of Community Health	GHC conducts public-domain research through one of its divisions, the Group Health Research Institute (GHRI). Since its inception in 1983, GHRI investigators have published more than 2,000 scientific papers and have made major contributions in injury prevention, large scale interventions in smoking cessation, breast cancer screening, treatment of depression, the safety and efficacy of immunizations, osteoarthritis and joint disease, cancer, diabetes, mental health, and effective treatment of cardiovascular disease. Most recent research has focused on the improvements and cost-reductions of an advanced primary care medical home model. This research, particularly the latest research on advanced primary care, directly addresses the need for information and evidence on high performing health systems able to contain the escalating and unsustainable costs of care. These costs are certain to increase with the overall aging of the population as well as the increased demand of newly insured populations brought about by health reform. GHRI's comparative effectiveness research, in contrast to controlled experimental studies, directly addresses the care needs and efficacy of treatment models in populations served in widespread community practices. Group Health engages in a variety of health promotion activities. In addition to providing staff volunteers to support a wide range of activities and events, Group Health donated over $648,000 in 2010 for community building activities. These included supporting safety net organizations, such as Crisis Clinic, King County Project Access and Eldercare NW; promoting healthy active lifestyles, such as supporting the Cascade Bicycle Club, Major Taylor Program, and the YMCA; and educating the public about healthy choices, such as supporting programs at the Pacific Science Center, the Pride Foundation, and Washington Health Foundation. Group Health, in partnership with several state and federal agencies, piloted and continues to expand an innovative Patient Medication Disposal Program which allows patients with discontinued or expired medications to dispose of them in a safe and environmentally sound manner. This system involves secure, convenient drop-boxes located in 25 Group Health pharmacies across the state to allow members and patients to recycle in a way that keeps them out of landfills and water systems. In addition to environmental benefits, this program also helps prevent risks to the safety of participants through abuse and accidental poisoning. Last, Group Health's Board of Trustees serves as the governing board of Group Health's hospital. The Board is comprised of 11 trustees (10 of whom were independent in 2010), who are elected by Group Health's voting membership. The members of the board represent a cross-section of the community.
Part VI, Line 6, Affiliated Health Care System	Schedule H, Part VI, Line 6, Affiliated Health Care System	Group Health Cooperative is one of the nation's largest consumer governed health care organizations. Group Health is governed by an independent Board of Trustees comprised of 11 enrolled members all of whom reside in the Group Health service area and are elected by Group Health's voting membership. Voting membership is open to all Group Health enrollees over the age of eighteen. Group Health Cooperative has a wholly owned subsidiary, the Group Health Foundation, which is also a 501(c)(3) organization. The purpose of the Group Health Foundation is to improve the health of communities in partnership with Group Health Cooperative and Group Health Research Institute. Group Health Foundation invests in research related to health care innovation, quality outcomes and community partnerships and provides technical assistance and grants, as well as sponsoring specific programs, to promote children's health and fitness, preventive care and health education and diversity. Group Health Foundation is currently engaged in a multi-year program with organizational and school-based partners in communities across the state, to address the effects of parental hesitancy on low vaccination rates of Washington's children. This includes procuring and providing vaccines to children, as well as sponsoring social marketing and other activities to reduce parental hesitancy related to childhood vaccination. Group Health Cooperative has an exclusive contract with Group Health Permanente, P.C., a group practice with 1,400 salaried clinicians. Group Health Permanente is not under common governance or control with Group Health Cooperative, but the two organizations collaborate to serve the community. Both Group Health Cooperative and Group Health Permanente participate as faculty and preceptors for residency and health professionals training programs. In addition to the operation of a Family Practice Residency Program (for which Group Health Permanente physicians serve as faculty), Group Health Cooperative and Group Health Permanente participate in the training of over a dozen medical specialties and an additional 20+ mid-level and non-physician training programs, including those for critical shortage professions such as nursing, physical therapy and pharmacy. As an integrated care organization and one of the largest providers in Washington State, Group Health has innovative new approaches to care that contribute to Washington State having higher health care quality and lower costs than the national average. This has included being a national leader in the widespread adoption of electronic medical records, focus on prevention and a patient-centered medical home model of care. A peer-reviewed study of the medical home pilot showed improvements in health outcomes, patient experience and a decrease in medical costs of $10 per member per month. In 2010, Group Health expanded this model of enhanced primary care to 26 medical centers serving more that 400,000 people. In 2010, Group Health continued implementation of innovative approaches to reducing hospital readmission rates working in collaboration with seven hospitals across the state. In 2010, the program resulted in a 6.3 percent decrease Medicare admits and 3.3 percent decrease Medicare days; 6 percent decrease non-Medicare admits and 10 percent decrease non-Medicare days. Physician and non-physician leaders at Group Health also contribute to the expansion of evidence-based medicine and outcomes improvement by sharing clinical guidelines, quality improvement efforts and protocols related to shared decision-making and other patient engagement tools, Lean process improvements in clinical care and other care innovations. Group Health is a leader in the Puget Sound Health Alliance, which publicly and transparently reports provider quality measures through its Community Checkup. In addition to the above mentioned programs in Washington State, in 2010 Group Health physicians and staff volunteered medical services to homeless shelters, community clinics and other relief efforts in the U.S. and around the world.
Part VI, Line 7, State Filing of community benefit report	Schedule H, Part VI, Line 7, State Filing of Community Benefit Report	This question is not applicable.

Schedule H (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

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

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) SCOTT ARMSTRONG	(i) (ii)	862,319 0	0 0	11,198 0	103,400 0	28,565 0	1,005,482 0	0 0
(2) RICK WOODS	(i) (ii)	413,556 0	0 0	4,804 0	112,700 0	12,240 0	543,300 0	0 0
(3) PAMELA MACEWAN	(i) (ii)	276,659 0	0 0	3,439 0	27,272 0	20,731 0	328,101 0	0 0
(4) RICHARD MAGNUSON	(i) (ii)	480,363 0	0 0	9,820 0	28,212 0	11,916 0	530,311 0	0 0
(5) PETER MORGAN	(i) (ii)	374,436 0	0 0	17,661 0	3,274 0	10,271 0	405,642 0	0 0
(6) JAMES HEREFORD	(i) (ii)	396,019 0	0 0	7,658 0	23,312 0	17,918 0	444,907 0	0 0
(7) Breton Myers	(i) (ii)	210,315 0	0 0	37,911 0	23,456 0	6,727 0	278,409 0	0 0
(8) Robert O'Brien	(i) (ii)	607,350 0	0 0	4,896 0	23,312 0	19,595 0	655,153 0	0 0
(9) Joel Suelzle	(i) (ii)	286,176 0	0 0	3,883 0	101,200 0	17,971 0	409,230 0	0 0
(10) Cynthia Johnson	(i) (ii)	308,119 0	0 0	5,212 0	28,212 0	19,508 0	361,051 0	0 0
(11) Jill Ostrem	(i) (ii)	293,377 0	0 0	16,389 0	22,380 0	18,053 0	350,199 0	0 0
(12) Eric Larson	(i) (ii)	288,308 0	0 0	1,513 0	28,212 0	19,748 0	337,781 0	0 0
(13) Ernest Hood	(i) (ii)	277,624 0	0 0	14,630 0	18,815 0	18,266 0	329,335 0	0 0
(14) Barbara Belt Lloyd	(i) (ii)	193,509 0	0 0	1,226 0	111,413 0	23,284 0	329,432 0	0 0
(15) Brian Harris	(i) (ii)	239,576 0	2,500 0	3,002 0	102,800 0	18,058 0	365,936 0	0 0
(16) Randy Barker	(i) (ii)	229,641 0	0 0	823 0	24,177 0	17,569 0	272,210 0	0 0
(17) LINDA MACMASTER	(i) (ii)	277,714 0	0 0	27,943 0	27,338 0	10,346 0	343,341 0	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
First-Class Travel	Schedule J, Part I, Line 1A	Per Group Health expense reimbursement policy, air travel is to be booked at coach class unless pre-authorized by the approving manager. The Compensation Committee of the Board of Group Health authorized first-class travel for the President/CEO due to extensive amount of required business travel during 2010. First-class travel expense is not reported as taxable compensation as it is only reimbursed when incurred for business purposes.
Social Club Dues	Schedule J, Part I, Line 1a	All employees are responsible for following all of Group Health's expense reimbursement guidelines and being a good steward of the Company's resources. The Company will pay for its executives' social club dues if the expense complies with the expense reimbursement policy and the business expenses are related to a legitimate business purpose and are reasonable for the situation in which they were incurred. Social club dues are not treated as taxable compensation when strictly incurred for business purpose.
Severance Payment	Schedule J, Part I, Line 4A	The Group Health President and CEO, the Executive Vice Presidents, and the Vice Presidents are each parties to written employment agreements with Group Health Cooperative that provide for severance benefits under certain conditions. The President and CEO's employment agreement is approved by the Compensation Committee of the Board of Trustees. Executives who are terminated for cause, or who elect to terminate their employment relationship without cause (meaning they voluntarily quit), are not entitled to severance benefits. In the event the executive is eligible for severance benefits, the severance benefits are as follows: severance payments in the maximum, total amount of twelve (12) months of base salary, plus medical and dental coverage (at the same level provided to the executive as of the date of separation) for a maximum of twelve (12) months. These benefits are forfeited if the executive violates the terms of the noncompetition, non-solicitation, and confidentiality commitments in the employment agreement. Further, with respect to the executive vice presidents and vice presidents, the severance payments (and medical and dental coverage) will cease after six months of the executive's separation date in the event and as of the date that the executive provides services, or enters into an agreement to provide services, as an employee or independent contractor to Group Health, any of its subsidiaries, Group Health Permanente, or any other organization in a comparable position (meaning an executive level position with compensation that is at least 80% of the executive's compensation as of the separation date. Last, the President and CEO's employment agreement also provides for severance payments in the event of a change in control, which the employment agreement defines as (1) the acquisition by another organization of ownership or control of all or substantially all of the assets or operations of Group Health, by merger, consolidation, dissolution, liquidation, joint venture, partnership, affiliation, management agreement, sale or transfer of assets, or otherwise; (2) a conversion of Group Health to a stock-based corporation; (3) a fifty percent (50%) or greater change in the composition of the board of trustees that occurs within any single calendary year; or (4) any other change in the management or operational control of Group Health that is determined by the Group Health Board of Trustees by majority vote to be a change in control for purposes of the CEO's employment agreement. Peter Morgan, EVP, Group Practice Division, Severance Payment of $327,318. Ernest Hood, VP, CIO, Severance Payment of $97,696. Jill Ostrem, VP, Consult spec & AC Svcs, Severance Payment of $89,250.
Supplemental Nonqualified Retirement Plan	Schedule J, Part I, Line 4b	The Group Health President and CEO, the Executive Vice Presidents, and the Vice Presidents are eligible to participate in a nonqualified supplemental executive retirement plan (the "plan") approved by the Group Health Cooperative Board of Trustees compensation committee and administered by the compensation committee. Group Health credits to the account of each active participant an annual contribution amount of nine percent of the participant's base salary (15.3% for the President and CEO). The formula for the annual contribution is based on the participant's base salary and excludes any incentive plan or bonus payment amounts. The plan balances are subject to substantial risk of forfeiture until the participant has vested and met other plan requirements. Vesting occurs after either three years or five years from the date on which a participant enters the plan, based on the participant's date of hire (as of January 1, 2008, all new executive vice president and vice president hires are subject to a five-year vesting schedule). Participants who incur a separation from service prior to their vesting date are not eligible for plan distributions unless certain plan conditions are met. A participant remains eligible to participate until his or her account balance is either fully distributed or forfeited. Group Health made no SERP Plan contributions in 2010.

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

Complete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,
explanations, and any additional information in Schedule O (Form 990).
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
GROUP HEALTH COOPERATIVE

Employer identification number
91-0511770

Part I

Bond Issues

(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	(g) Defeased		(h) On Behalf of Issuer		(i) Pool financing
(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	Yes	No	Yes	No	Yes	No
A	Washington Health Care Facilities Authority	91-1108929	93978EE24	11-08-2006	99,995,662	Revenue Bond 2006		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired. . . . .	0
2 Amount of bonds defeased . . . .	0
3 Total proceeds of issue . . . .	99,995,662
4 Gross proceeds in reserve funds . .	8,848,163
5 Capitalized interest from proceeds.	0
6 Proceeds in refunding escrow. . . . .	0
7 Issuance costs from proceeds . . .	1,999,913
8 Credit enhancement from proceeds.	0
9 Working capital expenditures from proceeds . .	0
10 Capital expenditures from proceeds . .	89,147,586
11 Other spent proceeds . .	0
12 Other unspent proceeds. . .	0
13 Year of substantial completion . . .	2008
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue?		X
15 Were the bonds issued as part of an advance refunding issue?		X
16 Has the final allocation of proceeds been made? . .	X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? .	X

Part III

Private Business Use

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Was the organization a partner in a partnership, or a member of an LLC, which owned property financed by tax-exempt bonds? . . .		X
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . .		X

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

Cat. No. 50193E

Schedule K (Form 990) 2010

Page 2

Part III

Private Business Use (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
3a Are there any management or service contracts that may result in private business use?		X
b Are there any research agreements that may result in private business use of bond-financed property? . .		X
c Does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts or research agreements relating to the financed property? .		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . . . . . . . . . . . . .	0 %
5 Enter the percentage of financed property used in a private business use as a result of unrelated trade or business activity carried on by your organization, another section 501(c)(3) organization, or a state or local government .	0 %
6 Total of lines 4 and 5 . . .. . . . . .	0 %
7 Has the organization adopted management practices and procedures to ensure the post-issuance compliance of its tax-exempt bond liabilities?	X

Part IV

Arbitrage

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 Has a Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, been filed with respect to the bond issue? . . .		X
2 Is the bond issue a variable rate issue?		X
3a Has the organization or the governmental issuer entered into a hedge with respect to the bond issue?	X
b Name of provider .	Citibank NA
c Term of hedge . .	30.
d Was the hedge superintegrated? .		X
e Was a hedge terminated? .		X
4a Were gross proceeds invested in a GIC? .	X
b Name of provider .	Trinity Plus Funding
c Term of GIC . .	10.
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? .	X
5 Were any gross proceeds invested beyond an available temporary period? .		X
6 Did the bond issue qualify for an exception to rebate? . . .		X

Schedule K (Form 990) 2010

Page 3

Part V

Supplemental Information

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

Identifier	Return Reference	Explanation

Schedule K (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

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

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Todd Campbell	See Part V.	45,938	Independent contractor		No

Part V

Supplemental Information

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

Identifier	Return Reference	Explanation
Part IV Business Transactions Involving Interested Persons	Part IV Business Transactions Involving Interested Persons, Line 1, col. b	Todd Campbell is a family member of Jerry Campbell, a Trustee.

Schedule L (Form 990 or 990-EZ) 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

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

Identifier	Return Reference	Explanation
Organization's Membership	Form 990, Part VI, Section A, Line 6	Group Health Cooperative (GHC) has voting members. The GHC bylaws outline a number of purposes, including to serve the greatest possible number of people under consumer cooperative principles without discrimination. Eligible consumers who believe in this purpose are encouraged to become voting members and participate in governing GHC. To be eligible for membership, a consumer must be eighteen years of age or older and current in monthly premiums.
Organization's voting membership	Form 990, Part VI, Section A, Line 7a	GHC has voting members. The rights of members are delineated in GHC's bylaws and include the determination of qualifications for membership; the election of members of the Board of Trustees (GHC's governing body); the election of the chair of the standing nominating committee of the membership (which evaluates and nominates candidates for election to the Board); adoption of resolutions that are advisory to the Board; approval of extraordinary actions; and amendment of the Preamble, membership, and membership rights sections of the bylaws.
Approval by vote of members	Form 990, Part VI, Section A, Line 7b	GHC bylaws provide that the merger or consolidation of GHC with another entity, the voluntary dissolution of GHC, or the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of GHC must be approved by vote of the members. The Board of Trustees presents a proposed plan of merger, consolidation, dissolution, or sale, lease, exchange or other disposition of all or substantially all of the property and assets of GHC to the members for approval. Such resolution is first considered at an annual or special meeting. Also, amendments to Article 2 of the GHC Bylaws (addressing membership and membership rights) may only be approved by vote of the members. The Board of Trustees may propose amendments to Article 2 by resolution.
Organization's Form 990 Review Process	Form 990, Part VI, Section A, Line 11A	The Form 990 undergoes a robust preparation and review process before it is signed. The organization's Finance team works closely with the outside accounting firm it engages to review the return and involves many members of management in preparation of the return. The Form 990 is then reviewed by GHC management and the outside CPA firm for accuracy and completeness prior to being presented to GHC's Audit and Compliance Committee of the Board of Trustees (a duly constituted committee of the Board). The final draft Form 990 is presented to the Audit and Compliance Committee for review and discussion. The final draft Form 990 is provided to the full Board of Trustees for review and discussion before the return is filed.
Organization's monitoring and enforcement of conflict of interest policy	Form 990, Part VI, Section B, Line 12c	Group Health Cooperative has an organization-wide conflict of interest policy that covers trustees, officers, and employees. It also applies to certain independent contractors when they perform work on behalf of Group Health. The policy includes required disclosure procedures which are applied to all Group Health trustees and Group Health officers, including: - Providing a written declaration of any actual or potential areas of conflict of interest on an annual basis using forms and procedures developed by the chief compliance officer. These declarations are reviewed by the Audit and Compliance Committee of the Board of Trustees. - Subsequent reporting of material additions or changes to the information provided on the conflict of interest declarations. These additions or changes are reviewed by the Audit and Compliance Committee, following the process used for annual declarations. - At each Board meeting, disclosure by trustees of actual or potential conflicts of interest when such interests become a matter for Board action. Any trustee having an actual conflict of interest related to a matter at issue should not vote, take other action, or use his/her personal influence on the matter. Group Health officers, other employees, and certain independent contractors acting on behalf of Group Health shall disclose an actual or potential conflict of interest when such an interest is relevant to a matter in which they have a role, either directly or through subordinates acting at their direction. Certain high-level management positions and other positions involving transactions with outside parties are also subject to disclosure procedures. Individuals in these positions must complete an annual disclosure statement to identify any actual or potential areas of conflict of interest. During the year, these persons shall report material additions or changes to the information provided on annual conflict of interest declarations. Managers of persons not required under the policy to complete an annual disclosure are responsible for reviewing and responding to any potential conflicts of interest among their staff and for escalating issues as necessary to ensure they are addressed.
Organization's compensation setting process	Form 990, Part VI, Section B, Line 15	Group Health Cooperative (GHC) is governed by an independent Board of Trustees ("the Board"), comprised of 11 consumers elected by GHC's voting members. The Board has delegated to the Compensation Committee of the Board (the "Committee") the responsibility for negotiating and approving the employment agreement and compensation package for the GHC President and Chief Executive Officer ("CEO"); approving the Executive Total Compensation Philosophy that drives all executive compensation decisions; and approving compensation for the Executive Vice Presidents and Vice Presidents of GHC. The five members of the Committee are the Chair of the Board of Trustees, the Vice Chair, the immediate Past Chair, and two additional Trustees selected by the Chair. As adopted by the Committee, the Executive Total Compensation Philosophy provides that GHC will maintain an executive total compensation program designed to facilitate the achievement of its charitable mission, values and organizational goals. Executive compensation is set "at a level that enables the organization to attract, retain, motivate and reward the highest caliber executives at a cost that is justifiable to the Board of Trustees and our members and consistent with our charitable mission." Based upon those principles, the philosophy confirms that although compensation will be competitive as compared to comparable health care organizations, base salary ranges will be built around 50th percentile market base pay levels, annual incentives will be targeted at the 50th percentile (with an opportunity to earn above that level based on performance), and benefits and perquisites will be established consistent with market practices. Consistent with this Philosophy, the Committee reviews and approves the annual performance goals and criteria to be used in determining salary increases and incentive compensation criteria for the GHC CEO, Executive Vice Presidents and Vice Presidents (which group includes all GHC key employees and GHC officers, excluding the Chair of the Board and the Vice Chair, who are not employed by GHC). The Committee also hires a qualified independent compensation consultant (an independent expert) to review, analyze and provide benchmarking data for the total compensation and benefits packages of the CEO, Executive Vice Presidents and Vice Presidents. Appropriate comparability data is obtained from the independent experts, i.e., compensation paid by similarly situated organizations (both taxable and tax-exempt, of similar size and in the same industry) for similar job responsibilities. The Committee's written records and minutes include the (1) terms of the arrangement with the disqualified person (including the date the arrangement was approved); (2) a list of members present during the debate on the transaction (and how the members voted when it was approved); and (3) a description of the comparable data relied on by the Committee. Key deliberations of the Committee are also documented in minutes which are approved at the next Committee meeting. The Committee's compensation decisions are shared with the full Board of Trustees. The following are the 2010 offices and positions for which the above-described process was used to establish compensation for the persons who held these positions: President and Chief Executive Officer; Executive Vice President, Health Plan Division; Executive Vice President and Chief Financial and Administrative Officer; Executive Vice President and General Counsel; Executive Vice President, Group Practice Division; Executive Vice President, Human Resources; Executive Vice President, Public Affairs and Governance; Vice President, Health Plan Administration; Vice President, Marketing; Vice President, Consultative Specialty and Acute Care Services; Vice President, Finance; Vice President, Sales; Vice President, Network Services and Care Management; Vice President Community Responsibility; Vice President, Primary Care Service; Vice President, Strategic Planning and Deployment; Vice President Clinical Excellence and Nursing; and Vice President, Chief Technology Officer. This process was followed in 2010 and was last followed in 2011 for establishing compensation for each of the above-listed positions.
Organization's Documents Available to the Public	Form 990, Part VI, Section C, Line 19	Bylaws, consolidated audited financial statements, and the Form 990 and 990-T are made available to the general public through GHC's website and by providing paper copies upon request. Copies of the conflict of interest policy are made available upon request.
Reconciliation of Net Assets	Form 990, Part XI, Line 5, Other changes in net assets or fund balances	Membership ($78,375) Capital Dues ($104,500) Unrealized G/L on Investments $18,750,339 Temp Restricted $799,349 Perm Restricted $101,462 Other Comprehensive Income ($1,833,874) Retained Earnings $10,291,271 Total $27,925,672
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JERRY CAMPBELL TITLE:TRUSTEE HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:CHANGMOOK SOHN TITLE:TRUSTEE HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:IRA FIELDING TITLE:TRUSTEE HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:ROSEMARY DASZKIEWICZ TITLE:TRUSTEE - Vice Chair/Chair HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:BOBBIE BERKOWITZ TITLE:TRUSTEE - CHAIR HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:ROBERT MARGULIS TITLE:TRUSTEE HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:PORSCHE EVERSON TITLE:TRUSTEE - Vice Chair HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Phyllis Best TITLE:Trustee HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Jennifer Joly TITLE:Trustee HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Tracy Garland TITLE:Trustee HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Harry Harrison Jr. TITLE:Trustee HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Dorothy Ruzicki TITLE:Trustee HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SCOTT ARMSTRONG TITLE:PRESIDENT/CEO HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:RICK WOODS TITLE:SECRETARY & EVP, GEN COUNSEL HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:PAMELA MACEWAN TITLE:ASST SECRETARY & EVP-PUB AFFRS HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:RICHARD MAGNUSON TITLE:TREASURER, EVP, CFO HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Breton Myers TITLE:Assistant Treasurer HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:PETER MORGAN TITLE:EVP, Group Practice Division HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JAMES HEREFORD TITLE:EVP, STRATEGIC SERVICES & QLTY HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Robert O'Brien TITLE:EVP, Health Plan Division HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Cynthia Johnson TITLE:EVP, HR HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Brian Harris TITLE:VP, Network Svc & Care Mgmt HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Randy Barker TITLE:Exec Director, Clin Supp & Bus HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Joel Suelzle TITLE:VP, Health Plan Administration HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Jill Ostrem TITLE:VP, Consult Spec & AC Svcs HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Eric Larson TITLE:VP, Group Health Research Inst HOURS:1
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Ernest Hood TITLE:VP, CIO HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:LINDA MACMASTER TITLE:VP, MARKETING HOURS:
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:Barbara Belt Lloyd TITLE:Controller & Exec Dir, Fin Ops HOURS:

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

GROUP HEALTH COOPERATIVE

Employer identification number

91-0511770

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) Group Health Foundation 320 Westlake Ave N Suite 100 Seattle,WA98109 91-1246278	Foundation	WA	170B1AVI	7	NA
(2) Auxiliary of Group Health Cooperative 320 Westlake Ave N Ste 100 Seattle,WA98109 23-7438071	Auxiliary	WA	509A3-TypeI	N/A	NA
(3) Group Health Northwest 320 Westlake Ave N Ste 100 Seattle,WA98109 91-1216856	Inactive	WA	509A3-TypeI	N/A	NA

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

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) Group Health Options Inc 320 Westlake Ave N Ste 100 Seattle,WA981095233 91-1467158	Insurance	WA	NA	C corp	0	183,585,887	100.000 %
(2) KPS Health Plans 400 Warren Ave Bremerton,WA98337 91-0540525	Insurance	WA	NA	C corp	0	44,456,759	100.000 %
(3) Group Health Services Inc 320 Westlake Ave N Ste 100 Seattle,WA981095233 91-1392222	Inactive	WA	NA	C corp	0	0	100.000 %
(4) Group Health of Washington 320 Westlake Ave N Ste 100 Seattle,WA981095233 91-1314907	Inactive	WA	NA	C corp	0	0	100.000 %

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

Yes

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

Yes

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

Yes

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) . . . . . . . . . . . . . . . . . . . . . .

Yes

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

Yes

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

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

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

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

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
(1) Group Health Options Inc	b	30,000,000
(2) Group Health OPtions Inc	k	586,132,342
(3) KPS Health Plans	k	147,192
(4) Group Health Foundation	c	626,705
(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:

1	Briefly describe the organization’s mission or most significant activities: To provide comprehensive, prevention-oriented health care services to its enrollees and other patients in a manner that reduces cost as a barrier to care.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	10
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	8,878
6	Total number of volunteers (estimate if necessary) ....	6	456
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	2,476,632
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	-730,693

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	37,393,746	41,172,623
9	Program service revenue (Part VIII, line 2g) .........	2,560,375,028	2,643,644,055
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	71,272,159	45,787,560
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	60,611,848	76,852,387
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	2,729,652,781	2,807,456,625
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	550,730,906	588,445,825
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)....	2,148,786,669	2,242,331,298
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	2,699,517,575	2,830,777,123
19	Revenue less expenses. Subtract line 18 from line 12......	30,135,206	-23,320,498
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	1,531,992,631	1,559,175,867
21	Total liabilities (Part X, line 26)............	717,586,387	740,164,449
22	Net assets or fund balances. Subtract line 21 from line 20 .....	814,406,244	819,011,418

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.


4a	(Code: ) (Expenses $ 2,155,419,741 including grants of $ 0 ) (Revenue $ 2,556,638,129 )
	Group Health Cooperative ("Group Health") provided health care coverage and/or services to commercial group, Medicare, Medicaid, Basic Health Plan, and individual enrollees in Washington and North Idaho. Many Medicare and Medicaid patients receive such services under capitation contracts between Group Health and government agencies.

4b	(Code: ) (Expenses $ 129,186,692 including grants of $ 0 ) (Revenue $ 87,005,926 )
	CARE AND COVERAGE TO PEOPLE IN NEED: Health care coverage and services to patients enrolled in government programs. Unreimbursed care for individual patients in need. Urgent and emergency care. Partnering with safety-net organizations.

4c	(Code: ) (Expenses $ 54,690,217 including grants of $ 0 ) (Revenue $ 1,836,880 )
	HEALTH RESEARCH AND EDUCATION: Research and evidence-based care. Professional education activities. Consumer health education.

	(Code: ) (Expenses $ 1,106,609 including grants of $ 0 ) (Revenue $ 0 )
	Healthy Communities

4d	Other program services. (Describe in Schedule O.)
	(Expenses $ 1,106,609 including grants of $ 0 ) (Revenue $ 0 )
4e	Total program service expenses$ 2,340,403,259

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	6,284,944	15,250	1,088,472

				(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		672,508
e	Government grants (contributions)1e		36,704,415

f	All other contributions, gifts, grants, and similar amounts not included above1f		3,795,700
g	Noncash contributions included in lines 1a-1f:$ 16,475
h	Total. Add lines 1a-1f.......			41,172,623
			Business Code
2a	MEDICARE/MEDICAID PAYMENTS		900,099	711,751,859	711,751,859
b	FEES AND CONTRACTS FROM GOVERNMENT AGENCIES		900,099	649,360,380	649,360,380
c	MEMBER DUES		900,099	517,631,520	517,631,520
d	CAPITATION REVENUE		900,099	498,839,953	498,839,953
e	NON-COVERED ENROLLEE SERVICES		900,099	124,980,176	124,980,176
f	All other program service revenue .			141,080,167	141,080,167
g	Total. Add lines 2a–2f........			2,643,644,055
3	Investment income (including dividends, interest
	and other similar amounts).....			45,715,508			45,715,508
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory		80,407
b	Less: cost or other basis and sales expenses		8,355
c	Gain or (loss)		72,052
d	Net gain or (loss)..........			72,052			72,052
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..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	ADMIN CONTRACT		561,000	70,411,567	70,411,567
b	SALES TO MEMBERS		446,199	3,720,014			3,720,014
c	CHS INDUSTRY CONTRACTS		541,700	1,836,880		1,836,880
d	All other revenue ....			883,926	244,174	639,752
e	Total. Add lines 11a–11d ......			76,852,387
12	Total revenue. See Instructions....			2,807,456,625	2,714,299,796	2,476,632	49,507,574


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			-10,184,766	1	-325,589
2	Savings and temporary cash investments .......			167,123,198	2	133,415,882
3	Pledges and grants receivable, net .........			11,146,181	3	9,518,808
4	Accounts receivable, net .........			77,607,899	4	89,905,186
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 ..............			22,718,017	8	23,313,362
9	Prepaid expenses and deferred charges ............			24,246,252	9	24,995,036
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	1,018,569,976
b	Less: accumulated depreciation. .....	10b	598,273,261	437,565,957	10c	420,296,715
11	Investments—publicly traded securities ..........			664,372,408	11	684,912,561
12	Investments—other securities. See Part IV, line 11 ......			73,136,939	12	113,673,525
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			64,260,546	15	59,470,381
16	Total assets. Add lines 1 through 15 (must equal line 34)...			1,531,992,631	16	1,559,175,867
17	Accounts payable and accrued expenses .			278,056,907	17	314,843,416
18	Grants payable ..........			75,000	18	50,000
19	Deferred revenue ..........			37,626,477	19	37,154,963
20	Tax-exempt bond liabilities ..........			193,862,897	20	149,399,217
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	40,976,382
25	Other liabilities. Complete Part X of Schedule D.....			207,965,106	25	197,740,471
26	Total liabilities. Add lines 17 through 25.....			717,586,387	26	740,164,449
	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 .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....			15,288,250	31	15,105,375
32	Retained earnings, endowment, accumulated income, or other funds			799,117,994	32	803,906,043
33	Total net assets or fund balances .....			814,406,244	33	819,011,418
34	Total liabilities and net assets/fund balances .....			1,531,992,631	34	1,559,175,867