TY 2010 Form 990

(A) Name and business address	(B) Description of services	(C) Compensation
Emdeon Business Services 12016 Collection Center Dr Chicago,IL606930120	Billing Services	171,126
Southeast Nebraska Mobile Diagnosti 245 S 84th St Ste 111 Lincoln,NE685102601	Mobile Dignstc Svs	159,372
Word for Word 2332 W Millstone Rd Lincoln,NE685221169	Transcription Svs	105,565
ROI Media Management LLC 10 Wenoah Pl Woodlands,TX77389	Marketing Svcs	104,769

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 4

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	401	401
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 ....	1,510,700	233,874	1,276,826
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	46,401,563	43,887,574	2,513,989
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	2,628,036	2,440,956	187,079
9	Other employee benefits .......	4,764,301	4,387,870	376,431
10	Payroll taxes ...........	2,604,459	2,331,874	272,585
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	3,708		3,708
c	Accounting ...........	5,311		5,311
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	1,748,700	1,334,755	413,945
12	Advertising and promotion ....	242,242	238,248	3,993
13	Office expenses .......	3,923,018	3,682,655	240,363
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	3,734,957	3,580,495	154,462
17	Travel ............	355,500	233,340	122,160
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	5,560	2,081	3,479
20	Interest ...........	87	87	2
21	Payments to affiliates .......	1,112,625		1,112,625
22	Depreciation, depletion, and amortization .....	473,273	455,149	18,124
23	Insurance ..............	799,442	785,590	13,852
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	BAD DEBTS	1,658,194	1,658,194
b	Repairs and maintenance	277,686	262,513	15,172
c	Education	241,905	225,365	16,540
d	Dues & subscriptions	183,229	174,129	9,100
e	UNRELATED BUSINESS TAXES	2,720		2,720
f	All other expenses	141,668	97,861	43,808
25	Total functional expenses. Add lines 1 through 24f	72,819,285	66,013,011	6,806,274	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 ..........	-13,823	1	2,075
2	Savings and temporary cash investments .......	1,200,760	2	1,229,101
3	Pledges and grants receivable, net .........		3
4	Accounts receivable, net .........	3,650,426	4	5,039,864
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	44,172	5	26,510
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 ..............	49,850	8	42,749
9	Prepaid expenses and deferred charges ............	960,948	9	1,334,913
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	5,856,311
b	Less: accumulated depreciation. .....	10b	4,040,925	1,984,217	10c	1,815,386
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 ......		12
13	Investments—program-related. See Part IV, line 11 ..		13
14	Intangible assets .........		14
15	Other assets. See Part IV, line 11 ...........	3,646,904	15	5,111,950
16	Total assets. Add lines 1 through 15 (must equal line 34)...	11,523,454	16	14,602,548
	17	Accounts payable and accrued expenses .	4,529,737	17	6,150,514
18	Grants payable ..........		18
19	Deferred revenue ..........		19
20	Tax-exempt bond liabilities ..........		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities. Complete Part X of Schedule D.....	4,428,841	25	6,346,031
26	Total liabilities. Add lines 17 through 25.....	8,958,578	26	12,496,545
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	2,564,876	27	2,106,003
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 .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	2,564,876	33	2,106,003
34	Total liabilities and net assets/fund balances .....	11,523,454	34	14,602,548

- 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

The Physician Network

Employer identification number

47-0780857

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	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(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?
(1) CHI NEBRASKA	363233121	0	Yes		Yes		Yes		0

Total									0

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

The Physician Network

Employer identification number

47-0780857

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 The Physician Network
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 The Physician Network
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
The Physician Network

Employer identification number

47-0780857

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 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

The Physician Network

Employer identification number

47-0780857

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		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	0	1,773,752	1,159,039	614,712
d	Equipment ................	0	4,054,711	2,881,885	1,172,826
e	Other .................	0	27,848		27,848
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........					1,815,386

Schedule D (Form 990) 2010

Page 3

Part VII

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

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








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

Part VIII

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

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









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

Part IX

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

(a) Description				(b) Book value
(1) CASH SURRENDER VALUE-457B PLAN				4,894,538
(2) ALLIANCE				217,412







Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				5,111,950

Part X

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

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
ALLIANCE & PRINCIPAL RETIRE LIAB		5,285,352
UNCLAIMED PROPERTY		45,225
RURAL MEDICAID SETTLEMENT		1,015,454
LINCCARE/SEHS MINORITY INTEREST		0





Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		6,346,031
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

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

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV): ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
FIN 48 (ASC 740) Footnote RE: Uncertain Tax Positions	Schedule D, Part X, Q. 2	The Physician Network's financial information is included in the consolidated audited financial statements of Catholic Health Initiatives (CHI), a related organization. CHI's FIN 48 (ASC 740) footnote for the year ended June 30, 2011 reads as follows: "CHI is a tax-exempt Colorado corporation and has been granted an exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code. CHI owns certain taxable subsidiaries and engages in certain activities that are unrelated to its exempt purpose and therefore subject to income tax. As of June 30, 2011, CHI has current net deferred tax assets of $2.1 Million and a noncurrent net deferred tax liability of $5.4 million related to these taxable activities. Management reviews its tax positions annually and has determined that there are no material uncertain tax positions that require recognition in the consolidated financial statements."

Schedule D (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

The Physician Network

Employer identification number

47-0780857

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....

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? ....

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

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

Yes

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

Yes

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)
(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) TIMOTHY STIVRINS	(i) (ii)	163,190	60,757	4,372	42,193	12,758	283,270
(2) PAMELA WESTERLING	(i) (ii)	416,919		37,527	20,228	17,297	491,971
(3) TRACI RAUCH	(i) (ii)	412,563	26,000	54,989	20,228	20,744	534,524
(4) ROBERT LANIK	(i) (ii)	503,686	124,161	62,000	32,478	13,246	735,571
(5) KENT RECKEWEY	(i) (ii)	433,129	43,054	10,376	46,528	5,932	539,019
(6) MICHAEL RONNING	(i) (ii)	86,892 32,021	1,739	3,074 441	9,743	13,004 3,676	114,452 36,138
(7) TERRY ROGERS	(i) (ii)	154,055	10,623	1,506	13,160	8,972	188,316
(8) ALAN UDEN	(i) (ii)	144,897	13,780	970	15,366	19,089	194,102
(9) BARRY HOOVER	(i) (ii)	236,484	13,885	25,302	14,336	18,156	308,163
(10) CARY WARD	(i) (ii)	382,579	37,790	10,623	43,626	17,298	491,916
(11) THOMAS TEGT	(i) (ii)	427,189	79,994	5,169	39,178	12,168	563,698
(12) KEVIN YIEE	(i) (ii)	562,547	43,028	1,594	20,228	6,475	633,872
(13) ALAN NISSEN	(i) (ii)	392,438	558	6,248	39,178	18,366	456,788
(14) AMEETA MARTIN	(i) (ii)	398,698		2,362	20,228	18,156	439,444

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
SEVERANCE OR CHANGE-OF-CONTROL PAYMENTS	Schedule J, Part I, Q. 4a	POST-TERMINATION PAYMENTS ARE ADDRESSED IN THE EXECUTIVE EMPLOYMENT AGREEMENTS FOR CHI'S MBO CEOS. THESE EMPLOYMENT AGREEMENTS REQUIRE THAT IN ORDER FOR THE EXECUTIVE TO RECEIVE POST-TERMINATION PAYMENTS, THESE INDIVIDUALS MUST EXECUTE A GENERAL RELEASE AND SETTLEMENT AGREEMENT. POST-TERMINATION PAYMENT ARRANGEMENTS ARE PERIODICALLY REVIEWED FOR OVERALL REASONABLENESS IN LIGHT OF THE EXECUTIVE'S OVERALL COMPENSATION PACKAGE. NO REPORTABLE INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM CHI DURING THE 2010 CALENDAR YEAR.
supplemental non-qualified retirement plan	Schedule J, Part I, Q. 4b	PRIOR TO THE 2009 CALENDAR YEAR, SAINT ELIZABETH REGIONAL MEDICAL CENTER MAINTAINED A SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN. ELIGIBILITY WAS LIMITED TO CERTAIN VICE PRESIDENTS. THE PLAN CONTRIBUTED 5% OF SALARY INTO A DEFERRED INCOME ACCOUNT MANAGED BY ALLIANCE BENEFIT GROUP. THE PLAN WAS FROZEN AT THE BEGINNING OF 2009. IN ADDITION, THE PHYSICIAN NETWORK MAINTAINED A SPLIT DOLLAR LIFE INSURANCE POLICY FOR CERTAIN PHYSICIANS SINCE CALENDAR YEAR 2009. NO BENEFITS OR ALLOWANCES EXIST OTHER THAN THE MINIMUM PREMIUMS PAID TO MAINTAIN THE POLICIES. DURING 2010 PREMIUMS WERE PAID ON BEHALF OF THE FOLLOWING REPORTABLE INDIVIDUALS: TIMOTHY STIVRINS - $2,102 CARY WARD - $1,998 During the 2010 calendar year Catholic Health Initiatives ("CHI"), a related organization, maintained a supplemental non-qualified deferred compensation plan for MBO CEOs and other CHI employees at the level of Senior Vice President and above. The following reportable individuals were eligible to participate in that plan: Robert Lanik Due to the "super" vesting rules under the CHI deferred compensation plan, participants who have met certain requirements such as termination, age, or years of service are eligible to receive their 2010 contributions in cash. These cash payouts are included in the participant's reportable compensation in column (iii) Other Reportable Compensation on Schedule J Part II. During 2010, the following contributions that would have been made by CHI to the deferred compensation plan were paid in cash: Robert Lanik - $35,026
Compensation Contingent on revenues of the organization	Schedule J, Part I, Q. 5a	TPN provided incentive compensation for certain physicians based upon "net collected revenue." These amounts were not determined with reference to organizational net collected revenue or organizational net income. Rather, these amounts were determined based upon the physician's contribution to net collected revenue based on services performed by that individual physician in excess of a threshold. Additionally, physicians supervising Mid-level Providers receive compensation in an amount equal to 50% of the net collected professional revenue of the Midlevel Providers supervised reduced by the cost of the compensation and benefits for those Midlevel Providers. Total physician compensation is approved in advance by a committee of the board of directors of TPN following IRC Sec. 4958 Rebuttable Presumption of Reasonableness procedures.
Compensation contingent on net earnings of the organization	Schedule J, Part I, Q. 6a	TPN provided incentive compensation for certain physicians based on "Net Income." "Net Income" was not determined with reference to organizational net revenue or organizational "net income." Rather, amounts were determined based upon the Physician's individual contribution computed as: Physician "Net Collected Revenue" (for services rendered by the Physician to patients personally) less "Physician Practice Expenses" (which include costs associated with that physician's professional practice). Physician total compensation is approved in advance by a committee of the board of directors of TPN following IRC Sec. 4958 rebuttable presumption of reasonableness procedures. Physician incentive compensation is subject to a cap that shall not exceed 5% of the physician's total compensation to ensure compensation is at fair market value.

Schedule J (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

The Physician Network

Employer identification number

47-0780857

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
(1) Cary Ward MBA Expense		X	13,991	13,991		No	Yes		Yes
(2) Barry Hoover MBA Expense		X	41,650	12,519		No	Yes		Yes




Total ............... $				26,510

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) Thompson Realty	K. Thompson- board member	643,035	Rental of Property		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

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

NonCash Contributions

Complete if the organization answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Physician Network

Employer identification number

47-0780857

Part I

Types of Property

	(a) Check if applicable	(b) Number of Contributions or items contributed	(c) Contribution amounts reported on Form 990, Part VIII, line 1g	(d) Method of determining contribution amounts
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( Capital Equipment )	X	1	66,194	selling price
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

Yes

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell non-cash

contributions? ............................

32a

If "Yes," describe in Part II.

If the organization did not report revenues in column (c) for a type of property for which column (a) is checked,

describe in Part II.

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

Cat. No. 51227J

Schedule M (Form 990) 2010

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The Physician Network

Employer identification number

47-0780857

Identifier	Return Reference	Explanation
Significant program services undertaken during FY'11	Form 990, Part III, Q. 2	The following physician groups transferred from other affiliate hospitals during the fiscal year: - Grand Island Oncology transferred to The Physician Network in April, 2010. - Grand Island Emergency Physicians changed from a service provided to St. Francis Medical Center to The Physician Network practice in October, 2010. - St. Francis Medical Center Physician Clinics and Kearney - Good Samaritan Physician Clinics transferred to The Physician Network in January, 2011.
Ceased or made significant changes made to program services	Form 990, Part III, Q. 3	The Emergency Physicians for the Fremont Area Medical Center was discontinued on 8/31/2010 and the Women's Place Practice was closed also in March 2011.
Program Service Accomplishments	FORM 990, PART III, Q. 4A	ORGANIZATION'S MISSION, VISION, AND TAX-EXEMPT PURPOSE The Physician Network mission is - The Physician Network will provide convenient, patient access to quality, service oriented, cost effective care. Through the efforts of our physicians and staff, The Physician Network will increase regional market share and maintain our leadership position in an increasingly complex and competitive healthcare environment. We will work to create a healthier community, respond appropriately to patient needs, become a work community of choice, and will make the healing power and presence of Christ visible and tangible in the communities we serve. The Physician Network was founded to provide physician services for the community. As a member of Catholic Health Initiatives, we embrace the mission of a healthy community and to provide quality care for those in need. The Physician Network operates, staffs, and maintains 13 primary care, 28 specialty clinics, and 4 physical therapy clinics that increase the availability and enhance the quality of medical services provided to the Lincoln, Grand Island, Nebraska City and Kearney communities. During fiscal year 2011, these clinics had 389,125 provider encounters. It also provides and maintains the availability of qualified physicians and physician extenders necessary to provide urgent and emergency care services at hospitals and emergent care facilities. The 24 hour emergency rooms (located in Lincoln, Grand Island, Nebraska City, Kearney (starting 1/11), and Fremont (ending 8/11)) are open 365 days per year. They participate in Medicare and Medicaid, and have an active charity care program. During fiscal year 2011, the Lincoln, Grand Island, Kearney, and Fremont sites had 60,487 provider encounters. The three urgent care centers are located in Lincoln, NE. They provide quality care for extended hours to patients, with or without a primary care physician. They participate in Medicare and have an active charity care program. During fiscal year 2011, these centers had 43,418 encounters. The Physician Network was founded and granted tax exempt status in 1994. The board of directors is comprised of officers of CHI Nebraska, a related organization, and independent community representatives from the various communities served. COMMUNITY BENEFIT APPROACH The Physician Network is located in Lincoln, NE, a city with a population of 258,000. We serve Lancaster County, Nebraska and the surrounding states of Iowa, Kansas, and Missouri. We also provide Specialty services in Grand Island and Kearney, Nebraska. The Physician Network participates in governmental programs (such as Medicare and Medicaid), and has an active charity care program. We provide natural family planning for women of child bearing age in a couple clinic sites. This service is provided free of charge to all patients of the practice. The Physician Network provides support to People's Health Center, which serves a community that is composed of poor & unemployed households. The Physician Network provides physicians for the hospitalist, neonatology, pediatric cardiology, radiation therapy, anesthesia, and palliative care programs at CHI-Nebraska affiliated hospitals. QUANTITATIVE DESCRIPTION OF COMMUNITY BENEFIT COMMUNITY BENEFIT SUMMARY Fiscal Year 2011 Community Benefit for the Poor: Cost of Charity care provided......................$222,191 Unpaid costs of public programs, Medicaid and other indigent care programs......$2,980,240 Subsidized Health services.........................$300,312 Other Community benefit provided to the poor........$30,000 Community Benefit for the Broader Community: Community Health Improvement Services...............$16,200 Unpaid costs of Medicare.........................$7,413,723 Total Community Benefit including the Unpaid Costs of Medicare..................$10,962,666 The Physician Network encourages our associates to living out our values of reverence, integrity, compassion, and excellence. The associates participate in community blood drives, "adopts "families in need for the holidays, collect toiletries for city mission, and community food drives
CLASSES OF MEMBERS OR STOCKHOLDERS	FORM 990, PART VI, Q. 6	THE SOLE MEMBER OF THE ORGANIZATION IS CHI NEBRASKA, A NEBRASKA NON-PROFIT CORPORATION.
MEMBERS WHO MAY ELECT MEMBERS OF THE GOVERNING BODY	FORM 990, PART VI, Q. 7A	THE SOLE MEMBER HAS THE POWER TO APPOINT, REPLACE OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS.
DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL BY MEMBERS	FORM 990, PART VI, Q. 7B	The organization's corporate member is CHI Nebraska. Pursuant to ARTICLE V, Section 5.4 of the organization's bylaws, both CHI Nebraska and Catholic Health Initiatives ("CHI") (CHI Nebraska'S sole corporate member) have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the CHI Nebraska Board: - Approve members of the PHYSICIAN NETWORK board - Amendment of the corporate documents of THE PHYSICIAN NETWORK - Approve removal of a member of the governing body of THE PHYSICIAN NETWORK - Adoption of long range and strategic plans for THE PHYSICIAN NETWORK The following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: - Substantial change in the mission or philosophy of THE PHYSICIAN NETWORK - Removal of a member of the governing body of THE PHYSICIAN NETWORK - Approval of issuance of debt by THE PHYSICIAN NETWORK - Approval of participation of THE PHYSICIAN NETWORK in a joint venture - Approval of formation of a new corporation by THE PHYSICIAN NETWORK - Approval of a merger involving THE PHYSICIAN NETWORK - Approval of the sale of all or substantially all of the assets of THE PHYSICIAN NETWORK - To require the transfer of assets by THE PHYSICIAN NETWORK to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to ARTICLE V, Section 5.5.2 of the organization's bylaws, CHI Nebraska or CHI may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.
FORM 990 REVIEW PROCESS	FORM 990, PART VI, Q. 11a	The CFO receives the Form 990 from the CHI Tax Department and reviews the return with the CEO. The reviewed return is e-mailed to the full board. The board then reviews and submits questions to the Board appointed committee for review with the CFO. Subsequent to the Board appointed committee review the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.
Procedures for monitoring and enforcing the COI policy	FORM 990, PART VI, Q. 12C	THE PHYSICIAN NETWORK ("TPN") HAD IN EFFECT FOR FY 2011 A CONFLICT OF INTEREST POLICY COVERING ALL DIRECTORS AND OFFICERS HOLDING THE TITLE OF VICE PRESIDENT OR ABOVE. THE POLICY PLACES ON EACH DIRECTOR A GENERAL OBLIGATION TO DISCLOSE TO THE CHAIR OF THE BOARD OF DIRECTORS ANY SITUATION THAT MAY CREATE A CONFLICT AS SOON AS THEY BECOME AWARE OF SUCH SITUATION. COVERED OFFICERS MUST MAKE SUCH DISCLOSURES TO THE PRESIDENT AND CEO OF TPN WHO HAS A DUTY TO REPORT SUCH SITUATIONS TO THE BOARD CHAIR. IF ANY DOUBT EXISTS, DIRECTORS AND COVERED OFFICERS ARE REQUIRED TO MAKE A FULL DISCLOSURE TO PERMIT AN IMPARTIAL AND OBJECTIVE DETERMINATION. THE POLICY REQUIRES WRITTEN RECORD OF ALL DISCLOSURES. ADDITIONALLY, ALL DIRECTORS AND COVERED OFFICERS ARE REQUIRED TO, AT LEAST ANNUALLY, COMPLETE, SIGN AND SUBMIT A CONFLICT OF INTEREST DISCLOSURE STATEMENT. THE PRESIDENT AND CEO REVIEW THESE STATEMENTS WITH THE BOARD CHAIR. THE BOARD CHAIR OR A DESIGNEE CONDUCTS FURTHER INVESTIGATION OF CONFLICTS OF INTEREST DISCLOSURES AT THEIR DISCRETION. BASED UPON THE REVIEW AND EVALUATION OF THE RELEVANT FACTS AND CIRCUMSTANCES, THE BOARD CHAIR MAKES AN INITIAL DETERMINATION AS TO WHETHER A CONFLICT EXISTS AND WHETHER REVIEW, AN APPROVAL, OR OTHER ACTION BY THE BOARD IS REQUIRED. A WRITTEN RECORD OF THE BOARD CHAIR'S DETERMINATION IS KEPT. THE BOARD CHAIR THEN MAKES A REPORT TO THE EXECUTIVE COMMITTEE OF THE BOARD. DIFFERENCES OF OPINION BETWEEN THE BOARD CHAIR AND ANOTHER OFFICER OR DIRECTOR AS TO WHETHER THE FACTS AND CIRCUMSTANCES OF A GIVEN SITUATION CONSTITUTE A CONFLICT OF INTEREST OR WHETHER BOARD OF DIRECTORS REVIEW AND APPROVAL OR OTHER ACTION IS REQUIRED ARE SUBMITTED TO THE EXECUTIVE COMMITTEE TO MAKE A FINAL DETERMINATION AS TO THE MATTER. THE COMMITTEE MINUTES ARE maintained TO REFLECT THE DETERMINATION INCLUDING ALL RELEVANT FACTS AND CIRCUMSTANCES AND THEN the matter is REPORTED TO THE BOARD OF DIRECTORS. A DIRECTOR OR OFFICER IS PROHIBITED FROM VOTING OR USING HIS OR HER PERSONAL INFLUENCE ON THE MATTER UNDER CONSIDERATION. FURTHER, THEY ARE TO BE EXCUSED FROM THE MEETING DURING THE DISCUSSION AND VOTE ON THE CONFLICT OF INTEREST.
DOCUMENT RETENTION & DESTRUCTION POLICY	FORM 990, PART VI, Q. 14	The organization has a document retention and destruction policy that it follows; however, the policy had not been formally adopted by the board of directors as of June 30, 2011.
PROCESS TO DETERMINE COMPENSATION OF TOP MGMT OFFICIAL & OTHER OFFICERS	FORM 990, PART VI, Q. 15a-b	COMPENSATION FOR THE CEO AND EXECUTIVES OF THE PHYSICIAN NETWORK WAS ESTABLISHED BY THE NEBRASKA SYSTEM CEO AND HUMAN RESOURCES DIRECTOR USING THE FOLLOWING METHODS to establish the compensation: (1) COMPENSATION SURVEYS OR STUDIES (2) Independent compensation consultant and (3) Approval by the board Compensation committee.
DISCLOSURE OF GOVERNING DOCUMENTS, COI POLICY & FINANCIAL STATEMENTS	FORM 990, PART VI, Q. 19	The organization's governing documents are available on the Nebraska Secretary of State website. The Conflict of Interest Policy is available upon request. The Physician Network's Financial Statements are included in the Catholic Health Initiatives' consolidated Audited Financial Statements that are available at www. Catholichealthinitiatives.org or at www.dacbond.com.
ESTIMATE OF HOURS DEVOTED TO RELATED ORGANIZATIONS	FORM 990, PART VII	The individuals listed in Part VII that report compensation paid by a related organization devote approximately 60 hours per week to the related organizations and receive compensation in exchange for their services provided.
Reconciliation of Net Assets: other changes in net assets or fund balances	990 Part XI Q. 5	Other changes in net assets or fund balances: Net unrealized gain/(loss) - $121,805
Executive Committee Composition & Authority	990 Part VI Q. 1a	Pursuant to Article VIII, Section 8.1 of the organization's bylaws, the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in the organization's bylaws, the board of directors may set qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the board of directors must include only directors of the corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the board of directors. Actions of committees shall e reported to the full board of directors, but actions of committees which include persons other than directors, shall be subject to ratification by the full board of directors. Sections regarding board of directors' regular meetings, special meetings, notice of meetings, waiver of notice, quorum, manner of acting, and action without meeting of the organization's bylaws shall also apply to all committees established by the board of directors.

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

The Physician Network

Employer identification number

47-0780857

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)	(f) Direct controlling entity
(1) Nebraska Specialty Network LLC 8055 O Street Suite 300 Lincoln,NE68510 45-2094991	Physician Ser	NE	TPN
(2) Kearney Physician Network LLC 8055 O Street Suite 300 Lincoln,NE68510 27-3099496	Physician Ser	NE	TPN
(3) Lincoln Physician Network LLC 8055 O Street Suite 300 Lincoln,NE68510 27-3099451	Urgent Care	NE	TPN

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) Catholic Health Initiatives 198 Inverness Drive West Englewood,CO80112 47-0617373	Healthcare	CO	501(c)(3)	9	CHI
(2) Bornemann Healthcare Corporation 2500 Bernville Road PO Box 316 Reading,PA19603 23-2187242	Healthcare	PA	501(c)(3)	11a	CHI
(3) CHI Institute For Research and Innovatio 198 Inverness Drive West Englewood,CO80112 27-1050565	Healthcare	CO	501(c)(3)	11a	CHI
(4) CHI National Foundation 198 Inverness Drive West Englewood,CO80112 27-0930004	Fundraising	CO	501(c)(3)	11a	CHI
(5) CHI National Services 198 Inverness Drive West Englewood,CO80112 45-2532084	Healthcare	CO	501(c)(3)	9	CHI
(6) CHI National Home Care 198 Inverness Drive West Englewood,CO80112 45-1261716	Healthcare	CO	501(c)(3)	11a	CHI
(7) Global Health Initiatives 198 Inverness Drive West Englewood,CO80112 20-1536108	Ministries	CO	501(c)(3)	11a	CHI
(8) St Joseph Physician Enterprises 7601 Osler Drive Towson,MD21204 52-1311775	Physicians	MD	501(c)(3)	11a	CHI
(9) St Vincent Infirmary Medical Center 2 St Vincent Circle Little Rock,AR72205 71-0236917	Healthcare	AR	501(c)(3)	3	CHI
(10) St Anthony's Hospital Association 4 Hospital Drive Morrilton,AR72110 71-0245507	Healthcare	AR	501(c)(3)	3	SVIMC
(11) St Vincent Foundation Two St Vincent Circle Little Rock,AR72205 51-0169537	Fundraising	AR	501(c)(3)	11a	SVIMC
(12) St Vincent Medical Group 2 St Vincent Circle Little Rock,AR72205 71-0830696	Healthcare	AR	501(c)(3)	9	SVIMC
(13) CHI Colorado 188 Inverness Drive West Englewood,CO80112 84-0405257	Healthcare	CO	501(c)(3)	3	CHI
(14) Mercy Regional Medical Center of Durango 1010 Three Springs Blvd Durango,CO81301 84-0405515	Healthcare	CO	501(c)(3)	3	CHI
(15) Catholic Health Initiatives Colorado Fou 961 East Colorado Avenue Colorado Springs,CO80903 84-0902211	Fundraising	CO	501(c)(3)	7	CHI Colorado
(16) Health SET 4200 West Conejos Place 436 Denver,CO80204 84-1102943	Low Inc.Care	CO	501(c)(3)	7	CHI Colorado
(17) Pueblo Stepup 1925 East Orman Avenue Suite G52 Pueblo,CO81004 84-1234295	Community	CO	501(c)(3)	7	CHI
(18) SET of Colorado Springs Inc 825 E Pikes Peak Avenue Bldg 29 Colorado Springs,CO80903 84-1183335	LTerm Care	CO	501(c)(3)	7	CHI Colorado
(19) Total Healthcare PO Box 7021 Colorado Springs,CO80933 84-0927232	Healthcare	CO	501(c)(3)	3	CHI Colorado
(20) CHI-Iowa Corp 1111 6th Avenue Des Moines,IA50314 42-0680448	Healthcare	IA	501(c)(3)	3	MHN
(21) Bishop Drumm Retirement Center 1111 6th Avenue Des Moines,IA50314 42-0725196	LTerm Care	IA	501(c)(3)	9	CHI-IA Corp
(22) House of Mercy 1111 6th Avenue Des Moines,IA50314 42-1323808	Shelter	IA	501(c)(3)	7	CHI-IA Corp
(23) Mercy Clinics Inc 1111 6th Avenue Des Moines,IA50314 42-1193699	Physician	IA	501(c)(3)	9	CHI-IA Corp
(24) Mercy College of Health Sciences 1111 6th Avenue Des Moines,IA50314 42-1511682	Education	IA	501(c)(3)	2	CHI-IA Corp
(25) Mercy Foundation of Des Moines IA 1111 6th Avenue Des Moines,IA50314 23-7358794	Fundraising	IA	501(c)(3)	7	CHI-IA Corp
(26) Mercy Auxiliary of Central Iowa 1111 6th Avenue Des Moines,IA50314 42-6076069	Auxiliary	IA	501(c)(3)	11a	CHI-IA Corp
(27) Mercy Professional Practice Associates 1111 6th Avenue Des Moines,IA50314 42-1470935	Physician	IA	501(c)(3)	9	CHI-IA Corp
(28) Mercy Medical Center - Centerville FKA 1 St Josephs Drive Centerville,IA52544 42-0680308	Healthcare	IA	501(c)(3)	3	CHI-IA Corp
(29) St Rose Ambulatory and Surgery Center F 3515 Broadway Great Bend,KS67530 48-0543724	Surgery Cntr	KS	501(c)(3)	3	CHI
(30) St Catherine Hospital 401 East Spruce Street Garden City,KS67846 48-0543721	Healthcare	KS	501(c)(3)	3	CHI
(31) St Catherine Hospital Development Found 401 East Spruce Street Garden City,KS67846 20-0598702	Fundraising	KS	501(c)(3)	11a	SCH
(32) CHI Kentucky Inc 3900 Olympic Blvd Suite 400 Erlanger,KY41018 20-2741651	Healthcare	KY	501(c)(3)	11a	CHI
(33) Saint Joseph Health System Inc 150 N Eagle Creek Dr Lexington,KY40509 61-1334601	Healthcare	KY	501(c)(3)	3	CHI
(34) Continuing Care Hospital 150 North Eagle Creek Drive Lexington,KY40509 61-1400619	LTACH	KY	501(c)(3)	3	SJHS
(35) Flaget Healthcare DBA Flaget Memorial 4305 New Shepherdsville Road Bardstown,KY40004 61-1345363	Healthcare	KY	501(c)(3)	3	CHI
(36) Flaget Memorial Hospital Foundation Inc 4305 New Shepherdsville Road Bardstown,KY40004 56-2351341	Fundraising	KY	501(c)(3)	11a	FH
(37) Saint Joseph London Foundation Inc 310 East Ninth Street London,KY40741 26-0438748	Fundraising	KY	501(c)(3)	11a	SJHS
(38) Saint Joseph Berea Hospital Foundation 305 Estill Street Berea,KY40403 26-0152877	Fundraising	KY	501(c)(3)	7	SJHS
(39) St Joseph Hospital Foundation Inc 305 Estill Street Lexington,KY40504 61-1159649	Fundraising	KY	501(c)(3)	11a	SJHS
(40) Saint Joseph Medical Foundation Inc One St Joseph Drive Lexington,KY40504 31-1539059	Phy Practices	KY	501(c)(3)	3	SJHS
(41) Saint Joseph Mount Sterling Foundation 50 Sterling Avenue Mount Sterling,KY40353 27-2884584	Fundraising	KY	501(c)(3)	7	SJHS
(42) St Joseph Medical Center Inc 7601 Osler Drive Towson,MD21204 52-0591461	Healthcare	MD	501(c)(3)	3	CHI
(43) St Joseph Medical Center Foundation In 7601 Osler Drive Towson,MD21204 52-1681044	Fundraising	MD	501(c)(3)	7	SJMC
(44) Alverna Apartments 300 SE 8th Avenue Little Falls,MN56345 41-1351177	Lterm Care	MN	501(c)(3)	9	CHI
(45) Lakewood Health Center 600 Main Avenue South Baudette,MN56623 41-0758434	LTerm Care	MN	501(c)(3)	3	CHI
(46) St Francis Home 2400 St Francis Drive Breckenridge,MN56520 41-0729978	LTerm Care	MN	501(c)(3)	9	CHI
(47) Appletree Court 601 Oak Street Breckenridge,MN56520 41-1850500	Senior Homes	MN	501(c)(3)	9	SFH
(48) St Francis Medical Center 2400 St Francis Drive Breckenridge,MN56520 41-0695598	Healthcare	MN	501(c)(3)	3	CHI
(49) Healthcare and Wellness Foundation 2400 St Francis Drive Breckenridge,MN56520 76-0761782	Fundraising	MN	501(c)(3)	11a	SFMC
(50) St Joseph's Area Health Services 600 Pleasant Avenue Park Rapids,MN56470 41-0695603	Healthcare	MN	501(c)(3)	3	CHI
(51) Unity Family Healthcare 815 2nd Street SE Little Falls,MN56345 41-0721642	Healthcare	MN	501(c)(3)	3	CHI
(52) St John's Regional Medical Center 2727 McClelland Blvd Joplin,MO64804 44-0545809	Healthcare	MO	501(c)(3)	3	CHI
(53) Mercy Lifecare Systems 2727 McClelland Blvd Joplin,MO64804 43-1305163	Property Mgmt	MO	501(c)(3)	11a	SJRMC
(54) MNMCH Inc 220 North Pennsylvania Columbus,KS66725 48-1216238	Healthcare	KS	501(c)(3)	3	SJRMC
(55) St John's Medical Group 2727 McClelland Blvd Joplin,MO64804 43-1882377	Phys Practice	MO	501(c)(3)	9	SJRMC
(56) St John's Mercy Regional Foundation 2727 McClelland Blvd Joplin,MO64804 43-1308084	Fundraising	MO	501(c)(3)	7	SJRMC
(57) Alegent Health - Bergan Mercy Health Sys 7500 Mercy Road Omaha,NE68124 47-0484764	Healthcare	NE	501(c)(3)	3	CHI
(58) Alegent Health - Mercy Hospital Corning PO Box 368 Corning,IA50841 42-0782518	Healthcare	IA	501(c)(3)	3	AHBMHS
(59) Mercy Health Care Foundation PO Box 368 Corning,IA50841 42-1461064	Fundraising	NE	501(c)(3)	11a	AHMH
(60) Mercy Hospital Foundation Council Bluff 800 Mercy Drive Council Bluffs,IA51503 42-1178204	Fundraising	IA	501(c)(3)	11a	AHBMHS
(61) CHI Nebraska 555 South 70th Street Lincoln,NE68510 36-3233121	Healthcare	NE	501(c)(3)	11a	CHI
(62) The Physician Network 8055 O Street Suite 300 Lincoln,NE68510 47-0780857	Phys Practice	NE	501(c)(3)	11a	CHI Nebraska
(63) Good Samaritan Hospital PO Box 1990 Kearney,NE68848 47-0379755	HealthCare	NE	501(c)(3)	3	CHI Nebraska
(64) Good Samaritan Hospital Foundation PO Box 1810 Kearney,NE68848 47-0659443	Fundraising	NE	501(c)(3)	7	GSH
(65) Catholic Health Care Federation 198 Inverness Drive West Englewood,CO80112 20-8473567	Jurdic Person	CO	501(c)(3)	11a	CHI
(66) Saint Elizabeth Regional Medical Center 555 South 70th Street Lincoln,NE68510 47-0379836	Healthcare	NE	501(c)(3)	3	CHI Nebraska
(67) Saint Elizabeth Foundation 555 South 70th Street Lincoln,NE68510 47-0625523	Fundraising	NE	501(c)(3)	7	SERMC
(68) Saint Elizabeth Health Services 555 South 70th Street Lincoln,NE68510 36-3233120	Healthcare	NE	501(c)(3)	3	SERMC
(69) Saint Francis Medical Center PO Box 9804 Grand Island,NE68802 47-0376601	HealthCare	NE	501(c)(3)	3	CHI Nebraska
(70) Saint Francis Medical Center Foundation PO Box 9804 Grand Island,NE68802 47-0630267	Fundraising	NE	501(c)(3)	7	SFMC
(71) St Mary's Hospital 1314 3rd Avenue Nebraska City,NE68410 47-0443636	Healthcare	NE	501(c)(3)	3	CHI Nebraska
(72) St Mary's Hospital Foundation 1314 3rd Avenue Nebraska City,NE68410 47-0707604	Fundraising	NE	501(c)(3)	7	SMH
(73) Saint Clare's Health Services Inc 25 Pocono Road Denville,NJ07834 22-3639733	Management	NJ	501(c)(3)	7	CHI
(74) Saint Clare's Community Care 66 Ford Road Denville,NJ07834 22-2876836	Healthcare	NJ	501(c)(3)	11b	SCHS
(75) Saint Clare's Foundation Inc 66 Ford Road Denville,NJ07834 22-2502997	Fundraising	NJ	501(c)(3)	7	SCHS
(76) Saint Clare's Hospital 66 Ford Road Denville,NJ07834 22-3319886	Healthcare	NJ	501(c)(3)	3	CHI
(77) St Francis Life Care Corporation 19 Pocono Road Denville,NJ07834 22-2536017	Elderly Care	NJ	501(c)(3)	9	SCHS
(78) Visiting Nurse Association of Saint Clar 191 Woodport Road Sparta,NJ07871 22-1768334	Home Health	NJ	501(c)(3)	9	SCHS
(79) St Joseph Community Health Services 300 Central Ave SW Suite 3000W Albuquerque,NM87102 71-0897107	Community	NM	501(c)(3)	11a	CHI
(80) Maria-Joseph Center 4830 Salem Avenue Dayton,OH45416 31-0935118	Healthcare	OH		9	SHP
(81) CHI Health Connect at Home - Fargo 4816 Amber Valley Parkway Fargo,ND58104 27-1966847	Healthcare	ND	501(c)(3)	3	CHI
(82) Carrington Health Center 800 North 4th Street Carrington,ND58421 45-0227311	Healthcare	ND	501(c)(3)	3	CHI
(83) Lisbon Area Health Services 905 Main Street Lisbon,ND58054 82-0558836	Healthcare	ND	501(c)(3)	3	CHI
(84) Mercy Hospital of Devils Lake 1031 East Seventh Street Devils Lake,ND58301 45-0227012	Healthcare	ND	501(c)(3)	3	CHI
(85) The Mercy Hospital of Devils Lake Fdn 1031 East Seventh Street Devils Lake,ND58301 35-2367360	Fundraising	ND	501(c)(3)	11a	MHDL
(86) Mercy Hospital of Valley City 570 Chautauqua Boulevard Valley City,ND58072 45-0226553	Healthcare	ND	501(c)(3)	3	CHI
(87) Mercy Medical Center 1301 15th Avenue West Williston,ND58801 45-0231183	Healthcare	ND	501(c)(3)	3	CHI
(88) Mercy Medical Foundation 1301 15th Avenue West Williston,ND58801 45-0381803	Fundraising	ND	501(c)(3)	11a	MMC
(89) Oakes Community Hospital 314 South 8th Street Oakes,ND58474 45-0231675	Healthcare	ND	501(c)(3)	3	CHI
(90) Oakes Community Hospital Foundation 314 South 8th Street Oakes,ND58474 71-0966606	Fundraising	ND	501(c)(3)	11a	OCH
(91) St Joseph's Hospital and Health Center 30 West 7th Street Dickinson,ND58601 45-0226429	Healthcare	ND	501(c)(3)	3	CHI
(92) Saint Joseph's Hospital Foundation 30 West 7th Street Dickinson,ND58601 36-3418207	Fundraising	ND	501(c)(3)	11a	SJHHC
(93) Villa Nazareth Inc 801 Page Drive Fargo,ND58103 45-0226714	LT Care	ND	501(c)(3)	9	CHI
(94) Samaritan Health Partners 2222 Philadelphia Drive Dayton,OH45406 31-1107411	Healthcare	OH	501(c)(3)	11a	CHI
(95) Samaritan Behavioral Health 601 S Edwin C Moses Blvd Dayton,OH45408 02-0633634	Healthcare	OH	501(c)(3)	3	SHP
(96) Samaritan Health Foundation 2222 Philadelphia Drive Dayton,OH45406 23-7296923	Fundraising	OH	501(c)(3)	7	SHP
(97) The Good Samaritan Hospital of Cincinnat 619 Oak Street Accounting-3 West Cincinnati,OH45206 31-0537486	Healthcare	OH	501(c)(3)	3	TRI-HEALTH
(98) The Community Limited Care Dialysis Cent 619 Oak Street Accounting-3 West Cincinnati,OH45206 23-7419853	Dialysis	OH	501(c)(2)	none	GSH
(99) Good Samaritan College of Nursing & Heal 375 Dixmyth Ave Cincinnati,OH45220 31-1778403	Education	KY	501(c)(3)	2	GHS
(100) Good Samaritan Foundation of Cincinnati 619 Oak Street Accounting-3 West Cincinnati,OH45206 31-1206047	Fundraising	OH	501(c)(3)	11a	GSH
(101) Hospital Association for St Joseph Hosp 7601 Osler Drive Towson,MD21204 52-6050777	Healthcare	MD	501(c)(3)	9	SJMC
(102) Mercy Medical Center 2700 Stewart Parkway Roseburg,OR97470 93-0386868	Healthcare	OR	501(c)(3)	3	CHI
(103) Centennial Medical Group Inc 2700 Stewart Parkway Roseburg,OR97470 90-0433062	Physicians	OR	501(c)(3)	9	MMC
(104) Linus Oakes Inc 2700 Stewart Parkway Roseburg,OR97470 93-0821381	Senior Living	OR	501(c)(3)	9	MMC
(105) Mercy Foundation Inc 2700 Stewart Parkway Roseburg,OR97470 93-6088946	Fundraising	OR	501(c)(3)	7	MMC
(106) Mt St Joseph Inc 3060 SE Stark Street Portland,OR97214 93-0386870	Nursing Care	OR	501(c)(3)	9	CHI
(107) St Anthony Hospital 1601 SE Court Avenue Pendleton,OR97801 93-0391614	Healthcare	OR	501(c)(3)	3	CHI
(108) St Anthony Hospital Foundation 1601 SE Court Avenue Pendleton,OR97801 93-0992727	Fundraising	OR	501(c)(3)	11a	SA Hospital
(109) St Dominic at Ontario 351 SW 9th Street Ontario,OR97914 93-0433692	Healthcare	OR	501(c)(3)	3	CHI
(110) St Francis of Baker City 3325 Pocahontas Road Baker City,OR97814 93-0412495	Healthcare	OR	501(c)(3)	3	CHI
(111) St Joseph Health Ministries 1929 Lincoln Hwy E Ste 150 Lancaster,PA17602 23-2342997	Health	PA	501(c)(3)	11a	CHI
(112) St Joseph Health Ministries Foundation 1929 Lincoln Hwy E Ste 150 Lancaster,PA17602 23-2605579	Fundraising	PA	501(c)(3)	11a	SJHM
(113) St Joseph Health Services Inc 1929 Lincoln Hwy E Ste 150 Lancaster,PA17602 20-1425375	Dental care	PA	501(c)(3)	11a	SJHM
(114) St Joseph Regional Health Network 2500 Bernville Road PO Box 316 Reading,PA19603 23-1352211	Healthcare	PA	501(c)(3)	3	CHI
(115) St Joseph Medical Group 2500 Bernville Road PO Box 316 Reading,PA19603 20-8544021	Healthcare	PA	501(c)(3)	9	BHC
(116) St Joseph Medical Center Foundation 2500 Bernville Road PO Box 316 Reading,PA19603 23-2649362	Fundraising	PA	501(c)(3)	11a	SJRHN
(117) St Mary's Healthcare Center 801 East Sioux Avenue Pierre,SD57501 46-0230199	Healthcare	SD	501(c)(3)	3	CHI
(118) Gettysburg Medical Center 606 East Garfield Avenue Gettysburg,SD57442 46-0234354	Healthcare	SD	501(c)(3)	3	SMHC
(119) Memorial Health Care System Inc 2525 De Sales Avenue Chattanooga,TN37404 62-0532345	Healthcare	TN	501(c)(3)	3	CHI
(120) Memorial Health Care System Foundation 2525 De Sales Avenue Chattanooga,TN37404 62-1839548	Fundraising	TN	501(c)(3)	7	MHCS
(121) Memorial Health Partners Foundation Inc 6028 Shallowford Road Chattanooga,TN37421 03-0417049	Healthcare	TN	501(c)(3)	9	MHCS
(122) Franciscan Health System FKA Franciscan 1717 South J Street Tacoma,WA98405 91-0564491	Healthcare	WA	501(c)(3)	3	CHI
(123) Enumclaw Regional Hospital Association 1450 Battersby Avenue Enumclaw,WA98022 91-0715805	Healthcare	WA	501(c)(3)	3	FHS
(124) Franciscan Foundation 1717 South J Street Tacoma,WA98405 91-1145592	Fundraising	WA	501(c)(3)	9	FHS
(125) Franciscan Medical Group 1708 South Yakima Avenue Tacoma,WA98405 91-1939739	Healthcare	WA	501(c)(3)	9	FHS
(126) Franciscan Villa of South Milwaukee Inc 3601 South Chicago Avenue South Milwaukee,WI53172 39-1093829	Healthcare	WI	501(c)(3)	9	CHI

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	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) CHI Operating Investment Program LP 198 Inverness Drive West Englewood,CO80112 47-0727942	Investments	CO	CHI	Investment	139,679,805	2,069,974,790		No	371,292	Yes		100.000 %
(2) North River Surgery Center LLC 2209 Wildwood Avenue Sherwood,AR72120 71-0799771	Ambul Surg Ctr	AR	SVIMC	Related	198,313	1,758,688		No			No	57.450 %
(3) Audubon Land Company LLC 5390 N Academy Blvd Suite 300 Colorado Springs,CO80918 84-1513085	Real Estate	CO	THC	Related	-157,673	14,390,550		No			No	50.100 %
(4) OrthoColorado LLC 11650 West 2nd Place Lakewood,CO80255 37-1577105	Ortho Hospital	CO	THC	Related	-3,249,314	10,905,384		No			No	60.000 %
(5) Penrad Imaging 1390 Kelly Johnson Blvd Colorado Springs,CO80920 84-1072619	Medical Imaging	CO	THC	Related	1,857,228	5,457,224		No			No	70.000 %
(6) St Anthony Regional Mtn Cancer Center 4231 W 16th Avenue Denver,CO80112 37-1568013	Cancer Center	CO	THC	Related	-290,552			No			No	51.000 %
(7) St Francis Land Company 5390 N Academy Blvd Suite 300 Colorado Springs,CO80918 26-3134100	Real Estate	CO	THC	Related	-180,979	14,886,022		No			No	51.000 %
(8) Bluegrass Regional Imaging Center 1218 South Broadway Suite 310 Lexington,KY40504 61-1386736	Diagnostic	KY	SJ HospitalLex	Related				No			No	65.000 %
(9) St Joseph-PAML LLC 424 Lewis Hargett Circle Ste 160 Lexington,KY40503 45-2116736	Mgmt Svcs	KY	SJHS	Related				No		Yes		62.500 %
(10) Saint Joseph SCA Holdings LLC 424 Lewis Hargett Circle Ste 160 Lexington,KY40503 45-3801157	OP Surgery	DE	SJHS	Related				No		Yes		51.000 %
(11) Surgery Center of Lexington LLC 1451 Harrodsburg Road Lexington,KY40504 62-1179539	Surgery Center	DE	SJHS	Related	808,840	4,236,901		No		Yes		51.000 %
(12) Ruxton Surgicenter LLC 8322 Bellona Avenue Suite 201 Baltimore,MD21204 52-2095835	Surgery Center	MD	SJMC	Related				No		Yes		51.000 %
(13) Avantas LLC 1207 South 13 Street Omaha,NE68108 39-2045003	Healthcare	NE	AHMH	Unrelated				No			No	95.000 %
(14) Healthcare Support Services LLC PO Box 9804 Grand Island,NE68802 72-1546196	Laundry	NE	CHI	Related	196,124	3,913,481		No	-58,436		No	100.000 %
(15) Central Nebraska Home Care Services PO Box 1146-4510 Second Avenue Kearney,NE68848 47-0692112	Healthcare Srvc	NE	HSEINC	Related	-99,941	1,021,498		No	-48,712	Yes		100.000 %
(16) Superior Medical Imaging LLC 5000 North 26th Street Lincoln,NE68521 26-2884555	OP Diagnostics	NE	SERMC	Related				No			No	51.000 %
(17) Central Nebraska Rehab Services 3004 W Faidley Ave Grand Island,NE68802 81-0653461	Physical Therapy	NE	CHI	Related	1,857,991	2,262,775		No			No	51.000 %
(18) St Francis Medical Center Associates 1717 South J Street Tacoma,WA98405 91-1352698	Med. Office	WA	FHS	Related	116,948	1,652,280		No			No	54.210 %
(19) Peninsula Radiation Oncology 314 Martin Luther King Jr Way 11 Tacoma,WA98405 87-0808610	Healthcare Srvc	WA	FHS	Related	131,195	3,052,504		No			No	60.000 %
(20) Berywood Office Properties LLC 400 Berywood Trail Cleveland,TN37312 62-1875199	Phys Office	TN	MHCS	Related				No		Yes		63.000 %

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership
(1) Alternative Insurance Management Service 3900 Olympic Boulevard Suite 400 Erlanger,KY41018 84-1112049	Management Servic	CO	CHI	C Corp		3,267,441	100.000 %
(2) Captive Management Initiatives 6028D Shallowford Road Chattanooga,TN37422 98-0663022	Captive Managemen	CJ	CHI	C Corp			100.000 %
(3) Center for Translational Research 198 Inverness Drive West Englewood,CO80112 27-2269511	Healthcare	CO	CHI	C Corp	-2,247,962	1,668,589	100.000 %
(4) First Initiatives Insurance Ltd 1415 Southgate Pendleton,OR97801 98-0203038	Insurance	CJ	CHI	C Corp			100.000 %
(5) Franciscan Services Inc 198 Inverness Drive West Englewood,CO80112 23-2487967	Healthcare	CO	CHI	C Corp	-507,578	11,914,284	100.000 %
(6) SJH Services Corporation 198 Inverness Drive West Englewood,CO80112 23-2307408	Healthcare	CO	FSI	C Corp	-518,360	3,180,100	100.000 %
(7) St Joseph Development Company Inc 1717 South J Street Tacoma,WA98405 91-1480569	Rental	WA	FSI	C Corp	-36,395	12,168,022	100.000 %
(8) Towson Management Inc 7601 Osler Drive Towson,MD21204 52-1710750	Management Servic	MD	FSI	C Corp	-469,016	498,393	100.000 %
(9) Nazareth Assurance Company 76 St Paul Street Suite 500 Burlington,VT05401 03-0304831	Insurance	VT	CHI	C Corp	-379	123,535	100.000 %
(10) St Vincent Community Health Services In Two St Vincent Circle Little Rock,AR72205 71-0710785	Healthcare	AR	SVIMC	C Corp	2,309,129	14,049,375	100.000 %
(11) Comcare Services 4231 W 16th Avenue Denver,CO80204 84-0904813	Inactive	CO	CHIC	C Corp			100.000 %
(12) Des Moines Medical Center Inc 1111 6th Avenue Des Moines,IA50314 42-0837382	Real Estate	IA	CHI-IA Corp	C Corp		1,253,452	92.980 %
(13) Mercy Park Apartments Ltd 1111 6th Avenue Des Moines,IA50314 42-1202422	Housing	IA	CHI-IA Corp	C Corp	264,489	1,796,053	100.000 %
(14) Central Kansas Health Services Associati 3515 Broadway Great Bend,KS67530 48-1042853	MEDICAL EQUIPMENT	KS	CKMC	C Corp			100.000 %
(15) SJL Physician Management Services Inc 424 Lewis Hargett Cr 160 Lexington,KY40503 27-0164198	Management	KY	SJHS	C Corp			100.000 %
(16) St Joseph Office Park Association 1401 HarrodsBurg Road Bldg B70 Lexington,KY40504 61-1079899	Management	KY	SJHS	C Corp	16,644	882,139	85.000 %
(17) Mercy Health Services Corporation 2727 McClelland Blvd Joplin,MO64804 43-1457881	DME	MO	St John's RMC	C Corp	-1,533,371	1,369,083	100.000 %
(18) Good Samaritan Outreach Services PO BOX 1990 Kearney,NE68848 47-0659440	MEDICAL CLINIC	NE	CHI Nebraska	C Corp	-2,921,063	355,110	100.000 %
(19) Health Systems Enterprises Inc PO BOX 1990 Kearney,NE68848 47-0664558	MANAGEMENT	NE	GSH	C Corp	25,289	1,443,049	100.000 %
(20) Saint Clare's Primary Care Inc 66 Ford Road Denville,NJ07834 22-2441202	Billing Services	NJ	SCCC	C Corp	-342,970	2,177,166	100.000 %
(21) MedQuest 1301 15th Avenue West Williston,ND58801 45-0392137	Sale of DME	ND	MHof Williston	C Corp	9,852	962,554	100.000 %
(22) Consolidated Health Services 1700 Edison Drive Milford,OH45150 31-1378212	Home Health	OH	CHI	C Corp		11,595,125	100.000 %
(23) American Nursing Care 1700 Edison Drive Milford,OH45150 31-1085414	Home Health	OH	CHS	C Corp	1,778,617	44,470,358	100.000 %
(24) Amerimed Inc 1700 Edison Drive Milford,OH45150 31-1158699	Home Health	OH	ANC	C Corp	2,395,230	11,869,657	100.000 %
(25) Patient Transport Services Inc 1700 Edison Drive Milford,OH45150 31-1100798	Home Health	OH	ANC	C Corp	662,425	5,325,941	100.000 %
(26) Samaritan Family Care Inc 40 W Fourth St 1700 Dayton,OH45402 31-1299450	Healthcare	OH	SHP	C Corp			100.000 %
(27) Mercy Services Corp 2700 Stewart Parkway Roseburg,OR97470 93-0824308	Retail Sales	OR	MMC	C Corp	-690,267	954,798	100.000 %
(28) St Anthony Development Company 1415 Southgate Pendleton,OR97801 93-1216943	Athletic Club	OR	St Anthony H	C Corp	53,891	3,007,554	100.000 %
(29) CGH Realty Company Inc 215 N 12th St Reading,PA19603 23-2326801	Real Estate	PA	SJHM	C Corp	1,007	42,415	100.000 %
(30) Caduceus Medical Associates Inc 6028 Shallowford Road Suite D Chattanooga,TN37422 62-1570736	Healthcare	TN	MHCS	C Corp		1,008	100.000 %
(31) Mountain Management Services Inc 6028D Shallowford Road Chattanooga,TN37422 62-1570739	mgmt svc org	TN	MHCS	C Corp	-386,020	4,667,998	100.000 %
(32) Physician Health System Network 1149 Market St Tacoma,WA98402 91-1746721	Health Org.	WA	FHS	C Corp			100.000 %
(33) Healthcare Mgmt Services Org Inc 1149 Market St Tacoma,WA98402 91-1865474	Health Org.	WA	FHS	C Corp			100.000 %
(34) Harold W Rase 1995 Charitable Unittrust 30 West 7th Street Dickinson,ND58601 45-6090420	Investments	ND	SJHHC	Trust	1,240	21,533	100.000 %
(35) Harold W Rase 1996 Charitable Unittrust 30 West 7th Street Dickinson,ND58601 20-6037112	Investments	ND	SJHHC	Trust	900	15,495	100.000 %
(36) Harold W Rase 1997 Charitable Unittrust 30 West 7th Street Dickinson,ND58601 20-6037104	Investments	ND	SJHHC	Trust	1,025	20,261	100.000 %
(37) Harold W Rase 1999 Charitable Unittrust 30 West 7th Street Dickinson,ND58601 20-6037099	Investments	ND	SJHHC	Trust	1,313	25,027	100.000 %
(38) James & Henrietta Nistler Unitrust 30 West 7th Street Dickinson,ND58601 20-6021899	Investments	ND	SJHHC	Trust	-16,708	41,455	100.000 %
(39) Joseph A Schuster Annuity Trust #1 400 Univerity Avenue Des Moines,IA50314 42-1195122	Investments	IA	MFDM	Trust	18,924	441,488	100.000 %
(40) Ray & Shirley David 1999 Unitrust 30 West 7th Street Dickinson,ND58601 20-6037077	Investments	ND	SJHHC	Trust	1,250	24,194	100.000 %
(41) Tom Deyle Charitable Remainder Unitrust PO Box 1810 Kearney,NE68848 47-6192393	Investments	NE	GSHF	Trust	4,884	166,321	100.000 %
(42) David Deyle Charitable Remainder Unitrus PO Box 1810 Kearney,NE68848 47-6192395	Investments	NE	GSHF	Trust	4,880	166,425	100.000 %
(43) Jeanne Deyle Charitable Remainder Unitru PO Box 1810 Kearney,NE68848 47-6192398	Investments	NE	GSHF	Trust	4,880	166,320	100.000 %
(44) Lodesca Miller Charitable Remainder Unit PO Box 1810 Kearney,NE68848 47-6186933	Investments	NE	GSHF	Trust	3,387	86,367	100.000 %
(45) Robert & Wanda Charitable Remainder Unit PO Box 1810 Kearney,NE68848 26-6191916	Investments	NE	GSHF	Trust	13,030	537,775	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 . . . . . . . . . . . . . . . . . . . . . . .

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

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

Yes

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

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

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

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

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

Yes

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

Yes

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

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

Yes

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) St Francis Foundation	c	150,000
(2) Saint Elizabeth Regional Medical Center	j	166,564
(3) St Francis Medical Center	j	70,002
(4) Saint Elizabeth Regional Medical Center	o	123,749
(5) St Francis Medical Center	o	182,202
(6) Saint Elizabeth Regional Medical Center	p	6,650,113
(7) St Mary's Community Hospital	p	538,359
(8) Good Samaritan Hospital	p	2,863,236
(9) St Francis Medical Center	p	1,053,901
(10) St Francis Medical Center	r	743,900
(11) Good Samaritan Hospital	r	186,116
(12) CHI Nebraska	r	8,197,200

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 quality, service-oriented, cost effective healthcare to community through physicians-clinics(Family Health, Internalist, OB, ENT), Emergency, Urgent, Hospitalist, & Neonatologist.
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	6
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	628
6	Total number of volunteers (estimate if necessary) ....	6	3
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	16,816
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	4,574

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,136,598	8,413,593
9	Program service revenue (Part VIII, line 2g) .........	56,014,489	62,264,515
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-8,027	18,388
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	1,881,001	1,785,719
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	59,024,061	72,482,215
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	5,792	401
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)	48,464,342	57,909,059
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)....	12,898,454	14,909,825
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	61,368,588	72,819,285
19	Revenue less expenses. Subtract line 18 from line 12......	-2,344,527	-337,070
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	11,523,454	14,602,548
21	Total liabilities (Part X, line 26)............	8,958,578	12,496,545
22	Net assets or fund balances. Subtract line 21 from line 20 .....	2,564,876	2,106,003

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 $ 66,013,011 including grants of $ 401 ) (Revenue $ 62,264,515 )
	See Schedule O.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services. (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses$ 66,013,011

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) KIM BROWN BOARD CHAIR	1.0	X	X
(2) TIMOTHY STIVRINS BOARD MEMBER	60.0	X			228,319		54,951
(3) KENT THOMPSON BOARD MEMBER	1.0	X
(4) JANICE SHERIDAN BOARD MEMBER	1.0	X
(5) KAY C MARESH BOARD MEMBER	1.0	X
(6) THOMAS TYE BOARD MEMBER	1.0	X
(7) BARRY SANDSTROM BOARD MEMBER	1.0	X				2,800
(8) PAMELA WESTERLING BOARD MEMBER	60.0	X				454,446	37,525
(9) TRACI RAUCH BOARD MEMBER	60.0	X				493,552	40,972
(10) ROBERT LANIK PRESIDENT CEO- CHI NEBRASKA	1.0	X	X			689,847	45,724
(11) KENT RECKEWEY BOARD VICE CHAIR/CEO-TPN	60.0	X	X		486,559		52,460
(12) MICHAEL RONNING Board Secretary	60.0		X		91,705	32,462	26,423
(13) TERRY ROGERS CHIEF OPERATING OFFICER	60.0		X		166,184		22,132
(14) JAMES WEEMS CHIEF ADMINISTRATIVE OFFICER	60.0		X		76,561		19,024
(15) ALAN UDEN CHIEF FINANCIAL OFFICER-TPN	60.0		X		159,647		34,455
(16) BARRY HOOVER CHIEF MEDICAL OFFICER- TPN	60.0		X		275,671		32,492
(17) CARY WARD CHIEF MEDICAL OFFICER- SERMC	60.0			X	430,992		60,924

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) THOMAS TEGT PHYSICIAN- ENT TEGT	60.0	X	512,352	51,346
(19) KEVIN YIEE PHYSICIAN	60.0	X	607,169	26,703
(20) ALAN NISSEN PHYSICIAN	60.0	X	399,244	57,544
(21) AMEETA MARTIN PHYSICIAN	60.0	X	401,060	38,384

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	3,835,463	1,673,107	601,059

				(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		8,413,394
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		199
g	Noncash contributions included in lines 1a-1f:$ 66,194
h	Total. Add lines 1a-1f.......			8,413,593
			Business Code
2a	Patient Services		900,099	53,900,870	53,900,870
b	Income Guarantees		900,099	4,935,325	4,935,325
c	PHYSICAL/OCCUPATIONAL THERAPY		900,099	1,844,819	1,844,819
d	Emergency Medical Services		621,910	1,475,113	1,475,113
e	Medical Services		900,099	100,858	100,858
f	All other program service revenue .			7,530	7,530
g	Total. Add lines 2a–2f........			62,264,515
3	Investment income (including dividends, interest
	and other similar amounts).....			18,388			18,388
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
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			0
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	Director Fees		541,610	853,320			853,320
b	Intercompany Salary Reimbursements		900,099	347,193			347,193
c	Intercompany Transactions		900,099	230,100			230,100
d	All other revenue ....			355,106		16,816	338,290
e	Total. Add lines 11a–11d ......			1,785,719
12	Total revenue. See Instructions....			72,482,215	62,264,515	16,816	1,787,291


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			-13,823	1	2,075
2	Savings and temporary cash investments .......			1,200,760	2	1,229,101
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			3,650,426	4	5,039,864
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			44,172	5	26,510
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 ..............			49,850	8	42,749
9	Prepaid expenses and deferred charges ............			960,948	9	1,334,913
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	5,856,311
b	Less: accumulated depreciation. .....	10b	4,040,925	1,984,217	10c	1,815,386
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 ......				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			3,646,904	15	5,111,950
16	Total assets. Add lines 1 through 15 (must equal line 34)...			11,523,454	16	14,602,548
17	Accounts payable and accrued expenses .			4,529,737	17	6,150,514
18	Grants payable ..........				18
19	Deferred revenue ..........				19
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			4,428,841	25	6,346,031
26	Total liabilities. Add lines 17 through 25.....			8,958,578	26	12,496,545
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			2,564,876	27	2,106,003
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 .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			2,564,876	33	2,106,003
34	Total liabilities and net assets/fund balances .....			11,523,454	34	14,602,548