TY 2010 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) STEVEN DOWLEN BOARD MEMBER/PHYSICIAN	60	X			406,746	0	42,080
(2) VANCE FREEMAN BOARD MEMBER	1	X			0	153,139	31,621
(3) MARK HEINSOHN CHAIR/PHYSICIAN	60	X	X		676,880	836	42,290
(4) GARY MEREDITH VICE CHAIR/PHYSICIAN	60	X	X		522,550	0	42,290
(5) CAROL NEWTON SECRETARY/SIO, MHCS	1	X	X		0	305,922	34,770
(6) WILLIAM SMITH BOARD MEMBER/PHYSICIAN	60	X			269,232	0	37,268
(7) SISTER EILEEN WROBLESKI CSC BOARD MEMBER	1	X			0	0	0
(8) CHERILYN BALLARD CFO	25		X		0	114,201	10,980
(9) CHERYL FAIRLEY COO	50		X		0	95,783	7,133
(10) M GLYN HUGHES PRESIDENT	50		X		0	81,826	3,047
(11) ANDREW MCGILL BOARD MEMBER/INTERIM CEO	50	X	X		0	270,718	40,644
(12) JOHN LARAMORE PHYSICIAN	40			X	587,302	0	37,774
(13) LEE JACKSON PHYSICIAN	40			X	455,076	0	39,630
(14) JOSH SMITH PHYSICIAN	40			X	480,162	0	42,114
(15) ARLENE DONOWITZ PHYSICIAN	40			X	457,460	22,669	24,008
(16) VIRGINIA RODGERS PHYSICIAN	40			X	450,593	0	25,238
(17) JAMES HOBSON CEO	50		X		0	534,481	76,095

(A) Name and business address	(B) Description of services	(C) Compensation
MOUNTAIN MANAGEMENT SERVICES INC 6028D SHALLOWFORD ROAD CHATTANOOGA,TN37422	MANAGEMENT SERVICES	5,785,425
MEDICAL PERSONNEL SERVICES 1917 EAST THIRD ST CHATTANOOGA,TN37404	TEMP PERSONNEL	363,501
STAFFING SOLUTIONS PO BOX 934367 ATLANTA,GA311930001	TEMP PERSONNEL	176,380


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 3

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	0
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	2,008,922	1,983,601	25,321
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	29,989,031	29,989,031
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	1,394,784	1,394,784
9	Other employee benefits .......	3,210,533	3,210,027	506
10	Payroll taxes ...........	1,395,399	1,394,748	651
11	Fees for services (non-employees):
a	Management ......	6,119,295	5,813,330	305,965
b	Legal .........	331		331
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	0
g	Other ..........	10,248,476	9,739,487	508,989
12	Advertising and promotion ....	0
13	Office expenses .......	4,393,762	4,072,567	321,195
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	2,785,720	2,678,380	107,340
17	Travel ............	92,772	90,603	2,169
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	1,000		1,000
20	Interest ...........	3,860	3,860
21	Payments to affiliates .......	1,090,476		1,090,476
22	Depreciation, depletion, and amortization .....	133,909	131,775	2,134
23	Insurance ..............	818,527	775,810	42,717
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	1,381,193	1,381,193
b	DUES & SUBSCRIPTIONS	189,734	151,430	38,304
c	REPAIRS & MAINTENANCE	153,596	153,596
d	EDUCATION	82,816	82,816
e	SALES TAXES	320		320
f	All other expenses	43,463	43,463	0	0
25	Total functional expenses. Add lines 1 through 24f	65,537,919	63,090,501	2,447,418	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	0

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	2,115	1	4,590
2	Savings and temporary cash investments .......	1,696,211	2	2,560,213
3	Pledges and grants receivable, net .........		3
4	Accounts receivable, net .........	3,668,197	4	3,981,997
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........		5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........		6
7	Notes and loans receivable, net .............		7
8	Inventories for sale or use ..............	252,387	8	119,571
9	Prepaid expenses and deferred charges ............	230,661	9	228,008
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	805,817
b	Less: accumulated depreciation. .....	10b	505,501	352,768	10c	300,316
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 ......		12	0
13	Investments—program-related. See Part IV, line 11 ..		13	0
14	Intangible assets .........	44,650	14	44,650
15	Other assets. See Part IV, line 11 ...........	4,635,057	15	4,635,057
16	Total assets. Add lines 1 through 15 (must equal line 34)...	10,882,046	16	11,874,402
	17	Accounts payable and accrued expenses .	2,986,765	17	4,145,571
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.....	1,744,499	25	3,079,145
26	Total liabilities. Add lines 17 through 25.....	4,731,264	26	7,224,716
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	6,150,782	27	4,649,686
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 .....	6,150,782	33	4,649,686
34	Total liabilities and net assets/fund balances .....	10,882,046	34	11,874,402

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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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

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

Section A. Public Support

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

Section B. Total Support

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

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

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

Section C. Computation of Public Support Percentage

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

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

16a

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

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

17a

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

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

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

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

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

Section A. Public Support

Calendar year(or fiscal year beginning in)		(a) 2006	(b) 2007	(c) 2008	(d) 2009	(e) 2010	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .	0	0	162,500	162,700	4,778,236	5,103,436
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......	36,224,689	40,528,277	44,720,976	53,237,758	59,240,058	233,951,758
3	Gross receipts from activities that are not an unrelated trade or business under section 513..						0
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...						0
5	The value of services or facilities furnished by a governmental unit to the organization without charge..						0
6	Total. Add lines 1 through 5.	36,224,689	40,528,277	44,883,476	53,400,458	64,018,294	239,055,194
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
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.						0
c	Add lines 7a and 7b..	0	0	0	0	0	0
8	Public Support (Subtract line 7c from line 6.)						239,055,194

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...	36,224,689	40,528,277	44,883,476	53,400,458	64,018,294	239,055,194
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	78,761	52,780	6,289	2,530	690	141,050
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.						0
c	Add lines 10a and 10b.	78,761	52,780	6,289	2,530	690	141,050
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	0	0	0	4,522	6,735	11,257
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)	0	0	8,672	0	0	8,672
13	Total support (Add lines 9, 10c, 11 and 12.).	36,303,450	40,581,057	44,898,437	53,407,510	64,025,719	239,216,173

Section C. Computation of Public Support Percentage

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

99.930 %

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

99.920 %

Section D. Computation of Investment Income Percentage

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

0.060 %

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

0.080 %

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
OTHER INCOME, SCHEDULE A, PART III, SECTION B, LINE 12, MISCELLANEOUS INCOME: 2006 - $0 2007 - $0 2008 - $8,672 2009 - $0 2010 - $0,

Schedule A (Form 990 or 990-EZ) 2010

Additional Data

Software ID:	10000128
Software Version:	v2010.1.0

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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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

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 MEMORIAL HEALTH PARTNERS FOUNDATION INC
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 MEMORIAL HEALTH PARTNERS FOUNDATION INC
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
MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

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:	10000128
Software Version:	v2010.1.0

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SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below.
SchCMd Bullet

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

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

Part I-A

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

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

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

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

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

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

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

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

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

Yes No

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

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

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2010

Page 2

Part II-A

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

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

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

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

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

2a	Lobbying non-taxable amount

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

c	Total lobbying expenditures

d	Grassroots non-taxable amount

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

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2010

Page 3

Part II-B

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

(a)

Yes

(b)

Amount

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

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

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

Yes

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

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

Yes

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

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

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

Yes

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

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

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

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

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

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

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

Part III-A

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

Yes

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

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

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

Part III-B

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

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

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

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

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

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

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

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

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

Part IV

Supplemental Information

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

Identifier	Return Reference	Explanation
EXPLANATION OF LOBBYING ACTIVITIES	SCHEDULE C, PART II-B, LINES 1D AND 1G	THE ORGANIZATION SENT DIRECT EMAILS TO LEGISLATORS REGARDING PROPOSED MEDICARE FEE CUTS TO PHYSICIANS; NO INCREMENTAL COSTS WERE INCURRED WITH RESPECT TO THESE ACTIVITIES.

Schedule C (Form 990 or 990EZ) 2010

Additional Data

Software ID:	10000128
Software Version:	v2010.1.0

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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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

Part I

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

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

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

Yes No

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

Yes No

Part II

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

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

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

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

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


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

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

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

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

Yes No

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

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

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

Yes No

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

Part III

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

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

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

(i)

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

(ii)

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

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

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

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

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

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

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

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

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

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

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

Yes No

Part IV

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

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

Yes No

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


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

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

Yes No

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

Part V

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

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

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

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

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

Yes

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

3a(i)

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

3a(ii)

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

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

Part VI

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

Description of investment		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................			0
b	Buildings ................	7,166	5,972	1,194
c	Leasehold improvements ............	13,401	7,631	5,770
d	Equipment ................	785,250	491,898	293,352
e	Other .................			0
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				300,316

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) INTERCOMPANY RECEIVABLES				4,635,057








Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				4,635,057

Part X

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

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
UNCLAIMED PROPERTY		61,369
INTERCOMPANY PAYABLES		3,017,776







Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		3,079,145
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	64,036,823
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2	65,537,919
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3	-1,501,096
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	0
9	Total adjustments (net). Add lines 4 - 8 .............................	9	0
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10	-1,501,096

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	0
e	Add lines 2a through 2d .....................			2e	0
3	Subtract line 2e from line 1.....................			3	0
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	0
c	Add lines 4a and 4b.......................			4c	0
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......			5	0

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	0
e	Add lines 2a through 2d......................			2e	0
3	Subtract line 2e from line 1.....................			3	0
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	0
c	Add lines 4a and 4b.......................			4c	0
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......			5	0

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	Schedule D, Part X, Line 2	MEMORIAL HEALTH PARTNERS FOUNDATION'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:	10000128
Software Version:	v2010.1.0

- 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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

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)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) STEVEN DOWLEN	(i) (ii)	217,288 0	187,650 0	1,808 0	22,678 0	19,402 0	448,826 0	0 0
(2) VANCE FREEMAN	(i) (ii)	0 152,078	0 0	0 1,061	0 17,318	0 14,303	0 184,760	0 0
(3) MARK HEINSOHN	(i) (ii)	427,286 0	246,841 0	2,753 836	22,678 0	19,612 0	719,170 836	0 0
(4) GARY MEREDITH	(i) (ii)	280,834 0	238,923 0	2,793 0	22,678 0	19,612 0	564,840 0	0 0
(5) CAROL NEWTON	(i) (ii)	0 283,418	0 10,000	0 12,504	0 27,578	0 7,192	0 340,692	0 0
(6) WILLIAM SMITH	(i) (ii)	168,252 0	100,441 0	539 0	22,678 0	14,590 0	306,500 0	0 0
(7) ANDREW MCGILL	(i) (ii)	0 260,146	0 10,000	0 572	0 22,954	0 17,690	0 311,362	0 0
(8) JOHN LARAMORE	(i) (ii)	357,260 0	226,671 0	3,371 0	22,678 0	15,096 0	625,076 0	0 0
(9) LEE JACKSON	(i) (ii)	453,944 0	0 0	1,132 0	20,228 0	19,402 0	494,706 0	0 0
(10) JOSH SMITH	(i) (ii)	269,255 0	209,983 0	924 0	22,678 0	19,436 0	522,276 0	0 0
(11) ARLENE DONOWITZ	(i) (ii)	245,208 8,276	211,352 0	900 14,393	22,678 0	1,330 0	481,468 22,669	0 0
(12) VIRGINIA RODGERS	(i) (ii)	229,564 0	219,629 0	1,400 0	22,678 0	2,560 0	475,831 0	0 0
(13) JAMES HOBSON	(i) (ii)	0 433,620	0 78,201	0 22,660	0 59,243	0 16,852	0 610,576	0 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
Supplemental nonqualified retirement plan	Schedule J, Part I, Line 4b	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: JAMES HOBSON. DURING 2010 THE FOLLOWING CONTRIBUTIONS WERE MADE BY CHI TO THE DEFERRED COMPENSATION PLAN: JAMES HOBSON - $39,015
Compensation contingent on revenues of the organization	Schedule J, Part I, Line 5a	PHYSICIAN COMPENSATION IS NOT BASED ON REVENUES OR NET EARNINGS OF THE ORGANIZATION AS A WHOLE, BUT IS BASED UPON SEVERAL REVENUE COMPONENTS THAT THE PHYSICIAN GENERATES OR CONTROLS, INCLUDING CLINICAL REVENUE GENERATED BY THE PHYSICIAN AND SOME ANCILLARY NET INCOME GENERATED BY THE PHYSICIAN. FOR NEW PHYSICIAN AGREEMENTS AND FOR RENEWALS OF PHYSICIAN AGREEMENTS (OTHER THAN AUTOMATIC RENEWALS) PHYSICIAN TOTAL COMPENSATION IS APPROVED IN ADVANCE BY A COMMITTEE OF THE BOARD OF DIRECTORS OF MHPF FOLLOWING A REVIEW BY THE CHI PHYSICIAN ALIGNMENT REVIEW TEAM (PART), CHI EMPLOYER PHYSICIAN INTEGRATION COUNCIL (EPIC), MHCS AND THE PHYSICIAN TRANSACTION REVIEW COMMITTEE (A COMMITTEE COMPRISED OF INDEPENDENT COMMUNITY MEMBERS). REVIEWS BY EACH OF THESE GROUPS CONSIDER APPROPRIATE COMPARABILITY DATA PURSUANT TO THE REQUIREMENTS OF IRC SECTION 4958. TOTAL COMPENSATION IS SUBJECT TO A CAP THAT ENSURES COMPENSATION IS AT FAIR MARKET VALUE.
Compensation contingent on net earnings of the organization	Schedule J, Part I, Line 6a	SEE NARRATIVE FOR SCHEDULE J, PART I, LINE 5A.
METHODS USED TO ESTABLISH PRESIDENT'S COMPENSATION	SCHEDULE J, PART I, LINE 3	COMPENSATION FOR THE TOP MANAGEMENT OFFICIAL WAS ESTABLISHED AND PAID BY MEMORIAL HEALTH CARE SYSTEM, INC. (MHCS), A RELATED ORGANIZATION. MHCS USED THE FOLLOWING TO ESTABLISH THE TOP MANAGEMENT OFFICIAL'S COMPENSATION: (1) INDEPENDENT COMPENSATION CONSULTANT; (2) COMPENSATION SURVEY OR STUDY; AND (3) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE.
SEVERANCE OR CHANGE-OF-CONTROL PAYMENTS	SCHEDULE J, PART I, LINE 4A	POST-TERMINATION PAYMENTS ARE ADDRESSED IN EXECUTIVE EMPLOYMENT AGREEMENTS FOR CATHOLIC HEALTH INITIATIVES ("CHI") AND RELATED ORGANIZATIONS' EMPLOYEES AT THE LEVEL OF VICE PRESIDENT AND ABOVE, INCLUDING THE 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.

Schedule J (Form 990) 2010

Additional Data

Software ID:	10000128
Software Version:	v2010.1.0

- 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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

Identifier	Return Reference	Explanation
PROGRAM SERVICE ACCOMPLISHMENTS	FORM 990, PART III, LINE 4A	I. INTRODUCTION MEMORIAL HEALTH PARTNERS FOUNDATION, INC. (MHPF) IS A TENNESSEE NONPROFIT CORPORATION THAT WAS FORMED ON MARCH 21, 2002, TO PROVIDE MEDICAL SERVICES IN CHATTANOOGA, TENNESSEE AND ITS SURROUNDING COMMUNITY. MHPF OWNS AND OPERATES PHYSICIAN CLINICS AND RELATED FACILITIES IN THE AREA AND ENGAGES IN ACTIVITIES DESIGNED TO PROMOTE THE HEALTH CARE NEEDS OF THE COMMUNITY, IN PARTICULAR THE PROVISION OF HEALTH CARE SERVICES BY PHYSICIANS AND OTHER HEALTH CARE PROFESSIONALS. MHPF CURRENTLY PROVIDES SERVICES AT 26 CLINIC LOCATIONS THROUGH 71 PHYSICIAN EMPLOYEES AND 15 MID-LEVEL PROVIDER EMPLOYEES. MHPF ALSO PROVIDES HOSPITALIST SERVICES AT MEMORIAL HEALTH CARE SYSTEM CAMPUSES THROUGH 32 PHYSICIAN EMPLOYEES AND 3 MID-LEVEL PROVIDER EMPLOYEES. MEDICAL CARE IS PROVIDED TO ALL PERSONS IN THE COMMUNITY, REGARDLESS OF THEIR ABILITY TO PAY. MHPF'S SOLE CORPORATE MEMBER IS MEMORIAL HEALTH CARE SYSTEM, INC. (MHCS), A TENNESSEE NONPROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. MHPF AND MHCS ARE PART OF A NATIONWIDE SYSTEM OF NONPROFIT, TAX-EXEMPT HEALTH CARE PROVIDERS OF WHICH CATHOLIC HEALTH INITIATIVES, INC. (CHI), A COLORADO NONPROFIT CORPORATION WHICH IS ALSO EXEMPT FROM FEDERAL TAX AS AN ORGANIZATION DESCRIBED UNDER SECTION 501(C)(3), SERVES AS THE SOLE CORPORATE MEMBER. AS A PART OF THE CHI SYSTEM, MHPF AND MHCS OPERATE IN CONFORMITY WITH THE MISSION OF CHI, WHICH AMONG OTHER THINGS OBLIGATES MHPF AND MHCS TO OPERATE IN WAYS THAT "NURTURE THE HEALING MINISTRY OF THE CHURCH, BRINGING IT NEW LIFE, ENERGY AND VIABILITY IN THE 21ST CENTURY," AND THAT "EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE IN THE CREATION OF HEALTHIER COMMUNITIES." MHPF IS DEDICATED TO CHRISTIAN VALUES AND IS ABLE TO INCORPORATE EFFICIENT PRACTICES TO ENSURE CONTINUATION OF ITS MISSION INTO THE FUTURE. MHPF PARTICIPATES IN TNCARE AND MEDICARE, AND HAS AN ACTIVE CHARITY CARE PROGRAM. MHPF WAS GRANTED TAX EXEMPT STATUS ON MARCH 24, 2002 AS A 509(A)(2) ENTITY. II. COMMUNITY BENEFIT APPROACH MHPF'S 26 CLINICS ARE DISPERSED IN FOUR COUNTIES IN SOUTHEAST TENNESSEE AND NORTHEAST GEORGIA. SINCE ITS FORMATION IN 2002, MHPF'S PRIMARY FOCUS HAS BEEN THE PROVISION OF HEALTH CARE SERVICES AND THE PROMOTION OF A HEALTHY COMMUNITY. MHPF UNDERSTANDS THE NEEDS IN MEDICALLY UNDERSERVED AREAS WITHIN CHATTANOOGA AND OPERATES TWO CLINICS IN THOSE AREAS IN ORDER TO PROVIDE CARE TO THE UNDERSERVED. MHPF AS A RESULT COMMITS SUBSTANTIAL RESOURCES TO SPONSOR A BROAD RANGE OF SERVICES TO BOTH THE POOR AS WELL AS THE BROADER COMMUNITY. BENEFITS FOR THE POOR INCLUDE THE COST OF PROVIDING SERVICES TO PERSONS WHO CANNOT AFFORD HEALTH CARE DUE TO INADEQUATE RESOURCES AND/OR WHO ARE UNINSURED OR UNDERINSURED, AND INCLUDE TRADITIONAL CHARITY CARE, UNPAID COSTS OF MEDICAID, AND OTHER UNPAID COSTS OF CLINICS. BENEFITS PROVIDED TO THE BROADER COMMUNITY ALSO INCLUDE THE COSTS OF PROVIDING SERVICES TO OTHER POPULATIONS WHO MAY NOT QUALIFY AS POOR BUT MAY NEED SPECIAL SERVICES AND SUPPORT. BENEFITS TO THE BROADER COMMUNITY INCLUDE THE UNPAID COSTS OF MEDICARE PROGRAMS FOR SENIORS. IN FISCAL YEAR 2011, MEMORIAL HEALTH PARTNERS FOUNDATION PROVIDED COMMUNITY BENEFITS AND SERVICES THROUGH APPROXIMATELY 196,500 PATIENT ENCOUNTERS AT A TOTAL COST OF $30,555,000. DONATIONS, GRANTS, AND OTHER RECEIPTS TOTALING $17,139,000 WERE AVAILABLE AS DIRECT OFFSETS TO THESE COSTS. THE MAJOR COMPONENTS OF THESE COMMUNITY SERVICES ARE AS FOLLOWS: COMMUNITY BENEFITS FOR THE POOR: $707,000 COST OF CHARITY CARE PROVIDED (APPROXIMATELY 11,500 PEOPLE SERVED) $557,000 UNREIMBURSED COST OF PUBLIC PROGRAMS (APPROXIMATELY 11,000 PEOPLE SERVED) $89,000 NON-BILLED SERVICES FOR THE POOR (APPROXIMATELY 22,500 PEOPLE SERVED) ------------- $1,353,000 TOTAL COST OF COMMUNITY BENEFITS FOR THE POOR (APPROXIMATELY 22,500 PEOPLE SERVED) BENEFITS FOR THE BROADER COMMUNITY: $12,063,000 UNPAID COSTS OF MEDICARE (APPROXIMATELY 174,000 PEOPLE SERVED) ------------- $13,416,000 TOTAL COST OF COMMUNITY BENEFITS INCLUDING THE UNPAID COST OF MEDICARE (APPROXIMATELY 196,500 PEOPLE SERVED) III. UNCOMPENSATED CARE CHARITY CARE IS THE COST OF CARE OF UNINSURED OR UNDER-INSURED, LOW-INCOME PATIENTS WHO ARE NOT EXPECTED TO PAY ALL OF A BILL, OR WHO ARE ABLE TO PAY ONLY A PORTION USING AN INCOME-RELATED SCALE. THOSE RECEIVING CHARITY CARE ARE NOT ELIGIBLE FOR PUBLIC PROGRAMS SUCH AS TNCARE. MHPF HAS A CHARITY CARE POLICY, WHICH ASSURES THAT ALL PERSONS RECEIVE MEDICALLY NECESSARY, BASIC PHYSICIAN CARE AND SERVICES REGARDLESS OF THEIR ABILITY TO PAY. MHPF PROVIDES A SIGNIFICANT LEVEL OF CHARITY CARE EACH YEAR. IN FY 2011, THE COST OF CHARITY CARE WAS $707,476. ADDITIONALLY, MHPF PROVIDED UNREIMBURSED COSTS IN THE AMOUNT OF $557,145 FOR PATIENTS WHO QUALIFIED FOR THE TNCARE PROGRAM. IV. COMMUNITY OUTREACH FOR THE POOR PRIMARY CARE HEALTH CLINICS: SEVERAL AREAS OF CHATTANOOGA DO NOT HAVE CONVENIENT ACCESS TO PRIMARY HEALTHCARE SERVICES. TO ANSWER THE NEED FOR MORE CONVENIENT HEALTHCARE, MHPF HAS TWO COMMUNITY BASED HEALTH CLINICS. THESE CLINICS OPERATE IN FEDERALLY DESIGNATED HEALTHCARE SHORTAGE AREAS - BOTH ARE IN MEDICALLY UNDERSERVED AREA/POPULATION (MUA/P). EACH CLINIC IS STAFFED WITH NURSE PRACTITIONERS WORKING IN COLLABORATION WITH A PHYSICIAN MEDICAL DIRECTOR WHO ADDRESS PATIENT CARE "HOLISTICALLY" IN A MANNER WHICH ACKNOWLEDGES THE RELATIONSHIPS OF PHYSICAL, MENTAL AND SPIRITUAL HEALTH. THE TWO CLINICS PROVIDE CARE FOR EVERYONE IN THE FAMILY REGARDLESS OF THEIR ABILITY TO PAY. UNREIMBURSED COSTS (IN ADDITION TO COSTS REPORTED IN THE COMMUNITY BENEFITS TABLE ABOVE) IN FY 2011 TOTALED $140,000 FOR THE PRIMARY CARE CLINICS. V. UNBILLED SERVICES FOR THE POOR PHARMACY ASSISTANCE: THE COMMUNITY BASED HEALTH CLINICS PROVIDE PHARMACY ASSISTANCE TO UNINSURED AND UNDERINSURED PATIENTS IN THE FORM OF A PHARMACY ASSISTANCE COORDINATOR. THE COORDINATOR APPLIES FOR FINANCIAL AID DIRECTLY WITH PHARMACEUTICAL COMPANIES. WITHOUT THIS ASSISTANCE, THE UNINSURED AND UNDERINSURED PATIENTS WHO ARE CARED FOR IN THE CLINICS MAY NOT HAVE ACCESS TO THE MEDICINES THEY NEED. FOR FISCAL YEAR 2011, MHPF'S COST OF PROVIDING THIS SERVICE WAS $54,088. ACCESS TO SPECIALTY CARE: THE COMMUNITY BASED HEALTH CLINICS ALSO COORDINATE ACCESS TO SPECIALTY CARE VIA COORDINATION WITH PROJECT ACCESS, A LOCAL NETWORK OF SPECIALISTS WHO HAVE AGREED TO PROVIDE CARE TO THE UNINSURED AND UNDERINSURED. WITHOUT THIS SERVICE THE CLINICS' UNINSURED AND UNDERINSURED PATIENTS MAY NOT BE ABLE TO ACCESS THE SPECIALTY CARE THEY NEED. FOR FISCAL YEAR 2011, MHPF'S COST OF PROVIDING THIS SERVICE WAS $34,475. V. COMMUNITY OUTREACH FOR THE BROADER COMMUNITY UNPAID COSTS OF MEDICARE: MHPF HAS A VERY LARGE MEDICARE POPULATION REPRESENTING ABOUT 42% OF THE TOTAL POPULATION OF PATIENTS SEEN IN FY 2011. MHPF INCURRED $12,063,000 IN UNREIMBURSED COSTS FOR ITS MEDICARE PATIENTS DURING FY 2011. MHPF'S UNREIMBURSED COSTS FROM THE MEDICARE PROGRAM ARE COMPUTED IN A MANNER CONSISTENT WITH A STANDARDIZED APPROACH DEVELOPED BY CATHOLIC HEALTH INITIATIVES FOR REPORTING AND BUDGETING BENEFITS PROVIDED TO THE COMMUNITY.
Family/business relationships amongst interested persons	Form 990, Part VI, Section A, Line 2	DR. GARY MEREDITH, DR. VIRGINIA RODGERS, AND DR. JOSH SMITH - BUSINESS RELATIONSHIP
Delegation of management duties	Form 990, Part VI, Section A, Line 3	MEMORIAL HEALTH PARTNERS FOUNDATION (MHPF) HAS A MANAGEMENT AGREEMENT WITH MOUNTAIN MANAGEMENT SERVICES WHEREBY MOUNTAIN MANAGEMENT PROVIDES MANAGEMENT, BILLING/COLLECTIONS, AND OTHER NECESSARY SERVICES TO OPERATE MHPF'S MEDICAL CLINICS.
Classes of members or stockholders	Form 990, Part VI, Section A, Line 6	THE SOLE MEMBER OF THE ORGANIZATION IS MEMORIAL HEALTH CARE SYSTEM, INC., A TENNESSEE NONPROFIT CORPORATION.
Members or stockholders electing members of governing body	Form 990, Part VI, Section A, Line 7a	THE ORGANIZATION'S SOLE MEMBER HAS THE POWER TO APPOINT, REPLACE OR REMOVE THE MEMBERS OF THE BOARD OF DIRECTORS.
Decisions requiring approval by members or stockholders	Form 990, Part VI, Section A, Line 7b	THE ORGANIZATION'S CORPORATE MEMBER IS MEMORIAL HEALTH CARE SYSTEM, INC. ("MHCS"). PURSUANT TO THE ORGANIZATION'S BYLAWS, BOTH MHCS AND CATHOLIC HEALTH INITIATIVES ("CHI") (MHCS' 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 MHCS BOARD: - APPROVE MEMBERS OF THE MHP FOUNDATION BOARD - AMENDMENT OF THE CORPORATE DOCUMENTS OF THE MHP FOUNDATION - APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MHP FOUNDATION - ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR THE MHP FOUNDATION 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 MHP FOUNDATION - REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MHP FOUNDATION - APPROVAL OF ISSUANCE OF DEBT BY MHP FOUNDATION - APPROVAL OF PARTICIPATION OF MHP FOUNDATION IN A JOINT VENTURE - APPROVAL OF FORMATION OF A NEW CORPORATION BY MHP FOUNDATION - APPROVAL OF A MERGER INVOLVING THE MHP FOUNDATION - APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE MHP FOUNDATION - TO REQUIRE THE TRANSFER OF ASSETS BY THE MHP FOUNDATION TO CHI TO ACCOMPLISH CHI'S GOALS AND OBJECTIVES, AND TO SATISFY CHI DEBTS ALSO PURSUANT TO THE ORGANIZATION'S BYLAWS, MHCS 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.
Review of form 990 by governing body	Form 990, Part VI, Section B, Line 11a	ONCE THE RETURN IS PREPARED BY THE CHI TAX DEPARTMENT, THE RETURN IS REVIEWED BY THE MHP FOUNDATION CEO, MHP FOUNDATION CFO, AND THE MHCS CFO. COPIES OF THE FINAL RETURN ARE THEN PROVIDED TO THE MHP FOUNDATION BOARD MEMBERS. SUBSEQUENT TO THE RETURN BEING PROVIDED TO THE BOARD 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.
Conflict of interest policy	Form 990, Part VI, Section B, Line 12c	MHP FOUNDATION (MHPF) HAS A POLICY THAT REFERENCES THE DUALITY OF INTEREST AND CONFLICT OF INTEREST POLICIES PROVIDED BY CHI NATIONAL. ACCORDING TO THE POLICY, ALL BOARD MEMBERS, HIGHEST COMPENSATED EMPLOYEES, AND EMPLOYEES AT THE LEVEL OF DIRECTOR OR ABOVE ARE REQUIRED TO SIGN CONFLICT OF INTEREST STATEMENTS ANNUALLY; THE SIGNED STATEMENTS ARE RETAINED IN THE ADMINISTRATIVE (BOARD MEMBERS) OR EMPLOYEE (DIRECTOR AND ABOVE) FILES. ALL BOARD MEMBERS ARE ALSO REQUESTED TO DECLARE ANY NEW POTENTIAL CONFLICTS OF INTEREST THAT MAY HAVE ARISEN AT EACH MONTHLY BOARD OF DIRECTORS MEETING AND AT COMMITTEE MEETINGS OF THE BOARD (OPERATIONS COMMITTEE, COMPENSATION COMMITTEE, QUALITY COMMITTEE). IF THE BOARD FINDS THAT A CONFLICT DOES EXIST REGARDING THE AGENDA ITEMS TO BE PRESENTED FOR ACTION, AFFECTED BOARD MEMBERS ARE REQUESTED TO ABSTAIN FROM VOTING REGARDING THOSE ITEMS. SUSPECTED CONFLICTS OF INTEREST ARE DISCLOSED AND REVIEWED BY THE CFO AND CEO, AS WELL AS THE CORPORATE RESPONSIBILITY COMMITTEE OF MHCS. ANY NON-DISCLOSED CONFLICTS THAT ARE LATER DISCOVERED ARE INVESTIGATED WITH APPROPRIATE DISCIPLINARY ACTION BY THE CEO.
Process used to establish compensation of top management official	Form 990, Part VI, Section B, Line 15a	COMPENSATION FOR THE ORGANIZATION'S PRESIDENT IS PAID BY MEMORIAL HEALTH CARE SYSTEM (MHCS), A RELATED TAX-EXEMPT ORGANIZATION. MHCS RELIES ON MARKET DATA PROVIDED BY THE HUMAN RESOURCES COMMITTEE. THE REVIEW IS PERFORMED TO ENSURE THAT THE PRESIDENT'S SALARY IS WITHIN COMPARABLE MARKET RANGES FOR THAT POSITION. THE RESULTS OF THE REVIEW ARE PRESENTED TO THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS FOR APPROVAL. THE PRESIDENT'S COMPENSATION REVIEW LAST TOOK PLACE WHEN HE WAS HIRED DURING FISCAL YEAR 2011.
Process used to establish compensation of other officers/key employees	Form 990, Part VI, Section B, Line 15b	THE BOARD SECRETARY'S COMPENSATION IS PAID BY MEMORIAL HEALTH CARE SYSTEM (MHCS), A RELATED NONPROFIT ORGANIZATION, FOR HER SERVICES AS STRATEGIC INTEGRATION OFFICER. ON AN ANNUAL BASIS MHCS ENGAGES AN EXTERNAL CONSULTANT TO REVIEW THE COMPENSATION OF ITS EXECUTIVES. THE REVIEW IS PERFORMED TO ENSURE THAT EXECUTIVE SALARIES ARE WITHIN COMPARABLE MARKET RANGES FOR THAT POSITION. THE RESULTS OF THE REVIEW ARE PRESENTED TO THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF MHCS FOR APPROVAL. HISTORICALLY, PHYSICIAN COMPENSATION ARRANGEMENTS HAVE BEEN REVIEWED FOR REASONABLENESS WHEN THE CONTRACT IS UP FOR RENEWAL. UNDER A NEW POLICY, ALL PHYSICIAN COMPENSATION ARRANGEMENTS ARE REVIEWED AT LEAST ONCE EVERY THREE YEARS TO ENSURE REASONABLENESS OF COMPENSATION IN LIGHT OF MARKET COMPARABILITY DATA. PHYSICIAN OFFICER COMPENSATION WAS PAID PURSUANT TO CONTRACTUAL AGREEMENTS THAT WERE IN PLACE DURING THE YEAR; AS SUCH, THESE AGREEMENTS UNDERWENT THEIR REQUIRED THREE YEAR REVIEW OF REASONABLENESS OF COMPENSATION DURING MAY 2011.
Public Disclosure	Form 990, Part VI, Section C, Line 19	THE ORGANIZATION'S GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST FROM THE ADMINISTRATION DEPARTMENT, AND ARE ALSO AVAILABLE FROM THE TENNESSEE SECRETARY OF STATE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.CATHOLICHEALTHINIT.ORG OR AT WWW.DACBOND.ORG.
DOCUMENT RETENTION AND DESTRUCTION POLICY	FORM 990, PART VI, SECTION B, LINE 14	MHP FOUNDATION (MHPF) FOLLOWS THE DOCUMENT RETENTION AND DESTRUCTION POLICY OF MEMORIAL HEALTH CARE SYSTEM, MHPF'S SOLE CORPORATE MEMBER. HOWEVER, THIS POLICY HAS NOT BEEN FORMALLY ADOPTED MY MHPF'S BOARD OF DIRECTORS.
ESTIMATE OF HOURS DEVOTED TO RELATED ORGANIZATIONS	FORM 990, PART VII, SECTION A, LINE 1A	COMPENSATION OF OFFICERS, DIRECTORS, AND TRUSTEES REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS BY RELATED ORGANIZATIONS IN EXCHANGE FOR THE FULFILLMENT OF THEIR DUTIES AS FULL-TIME, 60 HOUR-PER-WEEK EMPLOYEES. COMPENSATION OF HIGHEST COMPENSATED EMPLOYEES (PHYSICIANS) REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS BY RELATED ORGANIZATIONS IN EXCHANGE FOR THE FULFILLMENT OF THEIR DUTIES AS FULL-TIME, 40 HOUR-PER-WEEK EMPLOYEES.

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:	10000128
Software Version:	v2010.1.0

- 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

MEMORIAL HEALTH PARTNERS FOUNDATION INC

Employer identification number

03-0417049

Part I

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

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

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) ALEGENT HEALTH - BERGAN MERCY HEALTH SYS 7500 MERCY ROAD OMAHA,NE68124 47-0484764	HEALTHCARE	NE	501(C)(3)	3	CHI	Yes
(2) ALEGENT HEALTH - MERCY HOSPITAL CORNING PO BOX 368 CORNING,IA50841 42-0782518	HEALTHCARE	IA	501(C)(3)	3	AHBMHS	Yes
(3) ALVERNA APARTMENTS 300 SE 8TH AVENUE LITTLE FALLS,MN56345 41-1351177	LTERM CARE	MN	501(C)(3)	9	CHI	Yes
(4) APPLETREE COURT 601 OAK STREET BRECKENRIDGE,MN56520 41-1850500	SENIOR HOMES	MN	501(C)(3)	9	SFH	Yes
(5) BISHOP DRUMM RETIREMENT CENTER 1111 6TH AVENUE DES MOINES,IA50314 42-0725196	LTERM CARE	IA	501(C)(3)	9	CHI-IA CORP	Yes
(6) BORNEMANN HEALTHCARE CORPORATION 2500 BERNVILLE RD PO BOX 316 READING,PA19603 23-2187242	HEALTHCARE	PA	501(C)(3)	11 - Type I	CHI	Yes
(7) CARRINGTON HEALTH CENTER 800 NORTH 4TH STREET CARRINGTON,ND58421 45-0227311	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(8) CATHOLIC HEALTH CARE FEDERATION 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 20-8473567	JURDIC PERSON	CO	501(C)(3)	11 - Type I	CHI	Yes
(9) CATHOLIC HEALTH INITIATIVES 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 47-0617373	HEALTHCARE	CO	501(C)(3)	9	CHI	Yes
(10) CATHOLIC HEALTH INITIATIVES COLORADO FOUNDATION 961 EAST COLORADO AVENUE COLORADO SPRINGS,CO80903 84-0902211	FUNDRAISING	CO	501(C)(3)	7	CHI COLORADO	Yes
(11) CENTENNIAL MEDICAL GROUP INC 2700 STEWART PARKWAY ROSEBURG,OR97470 90-0433062	PHYSICIANS	OR	501(C)(3)	9	MMC	Yes
(12) CHI COLORADO 188 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 84-0405257	HEALTHCARE	CO	501(C)(3)	3	CHI	Yes
(13) CHI HEALTH CONNECT AT HOME - FARGO 4816 AMBER VALLEY PARKWAY FARGO,ND58104 27-1966847	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(14) CHI INSTITUTE FOR RESEARCH AND INNOVATION 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 27-1050565	HEALTHCARE	CO	501(C)(3)	11 - Type I	CHI	Yes
(15) CHI KENTUCKY INC 3900 OLYMPIC BLVD SUITE 400 ERLANGER,KY41018 20-2741651	HEALTHCARE	KY	501(C)(3)	11 - Type I	CHI	Yes
(16) CHI NATIONAL FOUNDATION 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 27-0930004	FUNDRAISING	CO	501(C)(3)	11 - Type I	CHI	Yes
(17) CHI NATIONAL HOME CARE 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 45-1261716	HEALTHCARE	CO	501(C)(3)	11 - Type I	CHI	Yes
(18) CHI NATIONAL SERVICES 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 45-2532084	HEALTHCARE	CO	501(C)(3)	9	CHI	Yes
(19) CHI NEBRASKA 555 SOUTH 70TH STREET LINCOLN,NE68510 36-3233121	HEALTHCARE	NE	501(C)(3)	11 - Type I	CHI	Yes
(20) CHI-IOWA CORP 1111 6TH AVENUE DES MOINES,IA50314 42-0680448	HEALTHCARE	IA	501(C)(3)	3	MHN	Yes
(21) CONTINUING CARE HOSPITAL 150 NORTH EAGLE CREEK DRIVE LEXINGTON,KY40509 61-1400619	LTACH	KY	501(C)(3)	3	SJHS	Yes
(22) ENUMCLAW REGIONAL HOSPITAL ASSOCIATION 1450 BATTERSBY AVENUE ENUMCLAW,WA98022 91-0715805	HEALTHCARE	WA	501(C)(3)	3	FHS	Yes
(23) FLAGET HEALTHCARE DBA FLAGET MEMORIAL HOSPITAL 4305 NEW SHEPHERDSVILLE ROAD BARDSTOWN,KY40004 61-1345363	HEALTHCARE	KY	501(C)(3)	3	CHI	Yes
(24) FLAGET MEMORIAL HOSPITAL FOUNDATION INC 4305 NEW SHEPHERDSVILLE ROAD BARDSTOWN,KY40004 56-2351341	FUNDRAISING	KY	501(C)(3)	11 - Type I	FH	Yes
(25) FRANCISCAN FOUNDATION 1717 SOUTH J STREET TACOMA,WA98405 91-1145592	FUNDRAISING	WA	501(C)(3)	9	FHS	Yes
(26) FRANCISCAN HEALTH SYSTEM FKA FRANCISCAN HEALTH SYSTEM WEST 1717 SOUTH J STREET TACOMA,WA98405 91-0564491	HEALTHCARE	WA	501(C)(3)	3	CHI	Yes
(27) FRANCISCAN MEDICAL GROUP 1708 SOUTH YAKIMA AVENUE TACOMA,WA98405 91-1939739	HEALTHCARE	WA	501(C)(3)	9	FHS	Yes
(28) FRANCISCAN VILLA OF SOUTH MILWAUKEE INC 3601 SOUTH CHICAGO AVENUE SOUTH MILWAUKEE,WI53172 39-1093829	HEALTHCARE	WI	501(C)(3)	9	CHI	Yes
(29) GETTYSBURG MEDICAL CENTER 606 EAST GARFIELD AVENUE GETTYSBURG,SD57442 46-0234354	HEALTHCARE	SD	501(C)(3)	3	SMHC	Yes
(30) GLOBAL HEALTH INITIATIVES 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 20-1536108	MINISTRIES	CO	501(C)(3)	11 - Type I	CHI	Yes
(31) GOOD SAMARITAN COLLEGE OF NURSING & HEALTH SCIENCE 375 DIXMYTH AVE CINCINNATI,OH45220 31-1778403	EDUCATION	KY	501(C)(3)	2	GHS	Yes
(32) GOOD SAMARITAN FOUNDATION OF CINCINNATI INC 619 OAK STREET ACCOUNTING-3 W CINCINNATI,OH45206 31-1206047	FUNDRAISING	OH	501(C)(3)	11 - Type I	GSH	Yes
(33) GOOD SAMARITAN HOSPITAL PO BOX 1990 KEARNEY,NE68848 47-0379755	HEALTHCARE	NE	501(C)(3)	3	CHI NEBRASKA	Yes
(34) GOOD SAMARITAN HOSPITAL FOUNDATION PO BOX 1810 KEARNEY,NE68848 47-0659443	FUNDRAISING	NE	501(C)(3)	7	GSH	Yes
(35) HEALTH SET 4200 WEST CONEJOS PLACE 436 DENVER,CO80204 84-1102943	LOW INC.CARE	CO	501(C)(3)	7	CHI COLORADO	Yes
(36) HEALTHCARE AND WELLNESS FOUNDATION 2400 ST FRANCIS DRIVE BRECKENRIDGE,MN56520 76-0761782	FUNDRAISING	MN	501(C)(3)	11 - Type I	SFMC	Yes
(37) HOSPITAL ASSOCIATION FOR ST JOSEPH HOSPITAL 7601 OSLER DRIVE TOWSON,MD21204 52-6050777	HEALTHCARE	MD	501(C)(3)	9	SJMC	Yes
(38) HOUSE OF MERCY 1111 6TH AVENUE DES MOINES,IA50314 42-1323808	SHELTER	IA	501(C)(3)	7	CHI-IA CORP	Yes
(39) LAKEWOOD HEALTH CENTER 600 MAIN AVENUE SOUTH BAUDETTE,MN56623 41-0758434	LTERM CARE	MN	501(C)(3)	3	CHI	Yes
(40) LINUS OAKES INC 2700 STEWART PARKWAY ROSEBURG,OR97470 93-0821381	SENIOR LIVING	OR	501(C)(3)	9	MMC	Yes
(41) LISBON AREA HEALTH SERVICES 905 MAIN STREET LISBON,ND58054 82-0558836	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(42) MEMORIAL HEALTH CARE SYSTEM FOUNDATION 2525 DE SALES AVENUE CHATTANOOGA,TN37404 62-1839548	FUNDRAISING	TN	501(C)(3)	7	MHCS	Yes
(43) MEMORIAL HEALTH CARE SYSTEM INC 2525 DE SALES AVENUE CHATTANOOGA,TN37404 62-0532345	HEALTHCARE	TN	501(C)(3)	3	CHI	Yes
(44) MERCY AUXILIARY OF CENTRAL IOWA 1111 6TH AVENUE DES MOINES,IA50314 42-6076069	AUXILIARY	IA	501(C)(3)	11 - Type I	CHI-IA CORP	Yes
(45) MERCY CLINICS INC 1111 6TH AVENUE DES MOINES,IA50314 42-1193699	PHYSICIAN	IA	501(C)(3)	9	CHI-IA CORP	Yes
(46) MERCY COLLEGE OF HEALTH SCIENCES 1111 6TH AVENUE DES MOINES,IA50314 42-1511682	EDUCATION	IA	501(C)(3)	2	CHI-IA CORP	Yes
(47) MERCY FOUNDATION OF DES MOINES IA 1111 6TH AVENUE DES MOINES,IA50314 23-7358794	FUNDRAISING	IA	501(C)(3)	7	CHI-IA CORP	Yes
(48) MERCY FOUNDATION INC 2700 STEWART PARKWAY ROSEBURG,OR97470 93-6088946	FUNDRAISING	OR	501(C)(3)	7	MMC	Yes
(49) MERCY HEALTH CARE FOUNDATION PO BOX 368 CORNING,IA50841 42-1461064	FUNDRAISING	NE	501(C)(3)	11 - Type I	AHMH	Yes
(50) MERCY HOSPITAL FOUNDATION COUNCIL BLUFFS 800 MERCY DRIVE COUNCIL BLUFFS,IA51503 42-1178204	FUNDRAISING	IA	501(C)(3)	11 - Type I	AHBMHS	Yes
(51) MERCY HOSPITAL OF DEVILS LAKE 1031 EAST SEVENTH STREET DEVILS LAKE,ND58301 45-0227012	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(52) MERCY HOSPITAL OF VALLEY CITY 570 CHAUTAUQUA BOULEVARD VALLEY CITY,ND58072 45-0226553	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(53) MERCY LIFECARE SYSTEMS 2727 MCCLELLAND BLVD JOPLIN,MO64804 43-1305163	PROPERTY MGMT	MO	501(C)(3)	11 - Type I	SJRMC	Yes
(54) MERCY MEDICAL CENTER 1301 15TH AVENUE WEST WILLISTON,ND58801 45-0231183	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(55) MERCY MEDICAL CENTER 2700 STEWART PARKWAY ROSEBURG,OR97470 93-0386868	HEALTHCARE	OR	501(C)(3)	3	CHI	Yes
(56) MERCY MEDICAL CENTER - CENTERVILLE 1 ST JOSEPHS DRIVE CENTERVILLE,IA52544 42-0680308	HEALTHCARE	IA	501(C)(3)	3	CHI-IA CORP	Yes
(57) MERCY MEDICAL FOUNDATION 1301 15TH AVENUE WEST WILLISTON,ND58801 45-0381803	FUNDRAISING	ND	501(C)(3)	11 - Type I	MMC	Yes
(58) MERCY PROFESSIONAL PRACTICE ASSOCIATES INC 1111 6TH AVENUE DES MOINES,IA50314 42-1470935	PHYSICIAN	IA	501(C)(3)	9	CHI-IA CORP	Yes
(59) MERCY REGIONAL MEDICAL CENTER OF DURANGO 1010 THREE SPRINGS BLVD DURANGO,CO81301 84-0405515	HEALTHCARE	CO	501(C)(3)	3	CHI	Yes
(60) MNMCH INC 220 NORTH PENNSYLVANIA COLUMBUS,KS66725 48-1216238	HEALTHCARE	KS	501(C)(3)	3	SJRMC	Yes
(61) MT ST JOSEPH INC 3060 SE STARK STREET PORTLAND,OR97214 93-0386870	NURSING CARE	OR	501(C)(3)	9	CHI	Yes
(62) OAKES COMMUNITY HOSPITAL 314 SOUTH 8TH STREET OAKES,ND58474 45-0231675	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(63) OAKES COMMUNITY HOSPITAL FOUNDATION 314 SOUTH 8TH STREET OAKES,ND58474 71-0966606	FUNDRAISING	ND	501(C)(3)	11 - Type I	OCH	Yes
(64) PUEBLO STEPUP 1925 EAST ORMAN AVE SUITE G52 PUEBLO,CO81004 84-1234295	COMMUNITY	CO	501(C)(3)	7	CHI	Yes
(65) 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	Yes
(66) SAINT CLARE'S COMMUNITY CARE 66 FORD ROAD DENVILLE,NJ07834 22-2876836	HEALTHCARE	NJ	501(C)(3)	11 - Type II	SCHS	Yes
(67) SAINT CLARE''S FOUNDATION INC 66 FORD ROAD DENVILLE,NJ07834 22-2502997	FUNDRAISING	NJ	501(C)(3)	7	SCHS	Yes
(68) SAINT CLARE''S HEALTH SERVICES INC 25 POCONO ROAD DENVILLE,NJ07834 22-3639733	MANAGEMENT	NJ	501(C)(3)	7	CHI	Yes
(69) SAINT CLARE'S HOSPITAL 66 FORD ROAD DENVILLE,NJ07834 22-3319886	HEALTHCARE	NJ	501(C)(3)	3	CHI	Yes
(70) SAINT ELIZABETH FOUNDATION 555 SOUTH 70TH STREET LINCOLN,NE68510 47-0625523	FUNDRAISING	NE	501(C)(3)	7	SERMC	Yes
(71) SAINT ELIZABETH HEALTH SERVICES 555 SOUTH 70TH STREET LINCOLN,NE68510 36-3233120	HEALTHCARE	NE	501(C)(3)	3	SERMC	Yes
(72) SAINT ELIZABETH REGIONAL MEDICAL CENTER 555 SOUTH 70TH STREET LINCOLN,NE68510 47-0379836	HEALTHCARE	NE	501(C)(3)	3	CHI NEBRASKA	Yes
(73) SAINT FRANCIS MEDICAL CENTER PO BOX 9804 GRAND ISLAND,NE68802 47-0376601	HEALTHCARE	NE	501(C)(3)	3	CHI NEBRASKA	Yes
(74) SAINT FRANCIS MEDICAL CENTER FOUNDATION PO BOX 9804 GRAND ISLAND,NE68802 47-0630267	FUNDRAISING	NE	501(C)(3)	7	SFMC	Yes
(75) SAINT JOSEPH BEREA HOSPITAL FOUNDATION INC 305 ESTILL STREET BEREA,KY40403 26-0152877	FUNDRAISING	KY	501(C)(3)	7	SJHS	Yes
(76) SAINT JOSEPH HEALTH SYSTEM INC 150 N EAGLE CREEK DR LEXINGTON,KY40509 61-1334601	HEALTHCARE	KY	501(C)(3)	3	CHI	Yes
(77) SAINT JOSEPH LONDON FOUNDATION INC 310 EAST NINTH STREET LONDON,KY40741 26-0438748	FUNDRAISING	KY	501(C)(3)	11 - Type I	SJHS	Yes
(78) SAINT JOSEPH MEDICAL FOUNDATION INC ONE ST JOSEPH DRIVE LEXINGTON,KY40504 31-1539059	PHY PRACTICES	KY	501(C)(3)	3	SJHS	Yes
(79) SAINT JOSEPH MOUNT STERLING FOUNDATION INC 50 STERLING AVENUE MOUNT STERLING,KY40353 27-2884584	FUNDRAISING	KY	501(C)(3)	7	SJHS	Yes
(80) SAINT JOSEPH'S HOSPITAL FOUNDATION 30 WEST 7TH STREET DICKINSON,ND58601 36-3418207	FUNDRAISING	ND	501(C)(3)	11 - Type I	SJHHC	Yes
(81) SAMARITAN BEHAVIORAL HEALTH 601 S EDWIN C MOSES BLVD DAYTON,OH45408 02-0633634	HEALTHCARE	OH	501(C)(3)	3	SHP	Yes
(82) SAMARITAN HEALTH FOUNDATION 2222 PHILADELPHIA DRIVE DAYTON,OH45406 23-7296923	FUNDRAISING	OH	501(C)(3)	7	SHP	Yes
(83) SAMARITAN HEALTH PARTNERS 2222 PHILADELPHIA DRIVE DAYTON,OH45406 31-1107411	HEALTHCARE	OH	501(C)(3)	11 - Type I	CHI	Yes
(84) ST JOSEPH HEALTH MINISTRIES 1929 LINCOLN HWY E STE 150 LANCASTER,PA17602 23-2342997	HEALTH	PA	501(C)(3)	11 - Type I	CHI	Yes
(85) ST JOSEPH HEALTH MINISTRIES FOUNDATION 1929 LINCOLN HWY E STE 150 LANCASTER,PA17602 23-2605579	FUNDRAISING	PA	501(C)(3)	11 - Type I	SJHM	Yes
(86) ST ANTHONY HOSPITAL 1601 SE COURT AVENUE PENDLETON,OR97801 93-0391614	HEALTHCARE	OR	501(C)(3)	3	CHI	Yes
(87) ST ANTHONY HOSPITAL FOUNDATION 1601 SE COURT AVENUE PENDLETON,OR97801 93-0992727	FUNDRAISING	OR	501(C)(3)	11 - Type I	SA HOSPITAL	Yes
(88) ST ANTHONY'S HOSPITAL ASSOCIATION 4 HOSPITAL DRIVE MORRILTON,AR72110 71-0245507	HEALTHCARE	AR	501(C)(3)	3	SVIMC	Yes
(89) ST CATHERINE HOSPITAL 401 EAST SPRUCE STREET GARDEN CITY,KS67846 48-0543721	HEALTHCARE	KS	501(C)(3)	3	CHI	Yes
(90) ST CATHERINE HOSPITAL DEVELOPMENT FOUNDATION 401 EAST SPRUCE STREET GARDEN CITY,KS67846 20-0598702	FUNDRAISING	KS	501(C)(3)	11 - Type I	SCH	Yes
(91) ST DOMINIC AT ONTARIO 351 SW 9TH STREET ONTARIO,OR97914 93-0433692	HEALTHCARE	OR	501(C)(3)	3	CHI	Yes
(92) ST FRANCIS HOME 2400 ST FRANCIS DRIVE BRECKENRIDGE,MN56520 41-0729978	LTERM CARE	MN	501(C)(3)	9	CHI	Yes
(93) ST FRANCIS LIFE CARE CORPORATION 19 POCONO ROAD DENVILLE,NJ07834 22-2536017	ELDERLY CARE	NJ	501(C)(3)	9	SCHS	Yes
(94) ST FRANCIS MEDICAL CENTER 2400 ST FRANCIS DRIVE BRECKENRIDGE,MN56520 41-0695598	HEALTHCARE	MN	501(C)(3)	3	CHI	Yes
(95) ST FRANCIS OF BAKER CITY 3325 POCAHONTAS ROAD BAKER CITY,OR97814 93-0412495	HEALTHCARE	OR	501(C)(3)	3	CHI	Yes
(96) ST JOHN'S MEDICAL GROUP 2727 MCCLELLAND BLVD JOPLIN,MO64804 43-1882377	PHYS PRACTICE	MO	501(C)(3)	9	SJRMC	Yes
(97) ST JOHN'S MERCY REGIONAL FOUNDATION 2727 MCCLELLAND BLVD JOPLIN,MO64804 43-1308084	FUNDRAISING	MO	501(C)(3)	7	SJRMC	Yes
(98) ST JOHN'S REGIONAL MEDICAL CENTER 2727 MCCLELLAND BLVD JOPLIN,MO64804 44-0545809	HEALTHCARE	MO	501(C)(3)	3	CHI	Yes
(99) ST JOSEPH COMMUNITY HEALTH SERVICES 300 CENTRAL AVE SW SUITE 3000W ALBUQUERQUE,NM87102 71-0897107	COMMUNITY	NM	501(C)(3)	11 - Type I	CHI	Yes
(100) ST JOSEPH HEALTH SERVICES INC 1929 LINCOLN HWY E STE 150 LANCASTER,PA17602 20-1425375	DENTAL CARE	PA	501(C)(3)	11 - Type I	SJHM	Yes
(101) ST JOSEPH HOSPITAL FOUNDATION INC ONE ST JOSEPH DRIVE LEXINGTON,KY40504 61-1159649	FUNDRAISING	KY	501(C)(3)	11 - Type I	SJHS	Yes
(102) ST JOSEPH MEDICAL CENTER FOUNDATION 2500 BERNVILLE ROAD PO BOX 316 READING,PA19603 23-2649362	FUNDRAISING	PA	501(C)(3)	11 - Type I	SJRHN	Yes
(103) ST JOSEPH MEDICAL CENTER FOUNDATION INC 7601 OSLER DRIVE TOWSON,MD21204 52-1681044	FUNDRAISING	MD	501(C)(3)	7	SJMC	Yes
(104) ST JOSEPH MEDICAL CENTER INC 7601 OSLER DRIVE TOWSON,MD21204 52-0591461	HEALTHCARE	MD	501(C)(3)	3	CHI	Yes
(105) ST JOSEPH MEDICAL GROUP 2500 BERNVILLE ROAD PO BOX 316 READING,PA19603 20-8544021	HEALTHCARE	PA	501(C)(3)	9	BHC	Yes
(106) ST JOSEPH PHYSICIAN ENTERPRISES 7601 OSLER DRIVE TOWSON,MD21204 52-1311775	PHYSICIANS	MD	501(C)(3)	11 - Type I	CHI	Yes
(107) ST JOSEPH REGIONAL HEALTH NETWORK 2500 BERNVILLE ROAD PO BOX 316 READING,PA19603 23-1352211	HEALTHCARE	PA	501(C)(3)	3	CHI	Yes
(108) ST JOSEPH'S AREA HEALTH SERVICES 600 PLEASANT AVENUE PARK RAPIDS,MN56470 41-0695603	HEALTHCARE	MN	501(C)(3)	3	CHI	Yes
(109) ST JOSEPH'S HOSPITAL AND HEALTH CENTER 30 WEST 7TH STREET DICKINSON,ND58601 45-0226429	HEALTHCARE	ND	501(C)(3)	3	CHI	Yes
(110) ST MARY'S HEALTHCARE CENTER 801 EAST SIOUX AVENUE PIERRE,SD57501 46-0230199	HEALTHCARE	SD	501(C)(3)	3	CHI	Yes
(111) ST MARY'S HOSPITAL 1314 3RD AVENUE NEBRASKA CITY,NE68410 47-0443636	HEALTHCARE	NE	501(C)(3)	3	CHI NEBRASKA	Yes
(112) ST MARY'S HOSPITAL FOUNDATION 1314 3RD AVENUE NEBRASKA CITY,NE68410 47-0707604	FUNDRAISING	NE	501(C)(3)	7	SMH	Yes
(113) ST ROSE AMBULATORY AND SURGERY CENTER FKA CENTRAL KANSAS MEDICAL CENTER 3515 BROADWAY GREAT BEND,KS67530 48-0543724	SURGERY CNTR	KS	501(C)(3)	3	CHI	Yes
(114) ST VINCENT FOUNDATION TWO ST VINCENT CIRCLE LITTLE ROCK,AR72205 51-0169537	FUNDRAISING	AR	501(C)(3)	11 - Type I	SVIMC	Yes
(115) ST VINCENT INFIRMARY MEDICAL CENTER 2 ST VINCENT CIRCLE LITTLE ROCK,AR72205 71-0236917	HEALTHCARE	AR	501(C)(3)	3	CHI	Yes
(116) ST VINCENT MEDICAL GROUP 2 ST VINCENT CIRCLE LITTLE ROCK,AR72205 71-0830696	HEALTHCARE	AR	501(C)(3)	9	SVIMC	Yes
(117) THE COMMUNITY LIMITED CARE DIALYSIS CENTER 619 OAK STREET ACCOUNTING-3 W CINCINNATI,OH45206 23-7419853	DIALYSIS	OH	501(C)(2)	N/A	GSH	Yes
(118) THE GOOD SAMARITAN HOSPITAL OF CINCINNATI OH 619 OAK STREET ACCOUNTING-3 W CINCINNATI,OH45206 31-0537486	HEALTHCARE	OH	501(C)(3)	3	TRI-HEALTH	Yes
(119) THE MERCY HOSPITAL OF DEVILS LAKE FDN 1031 EAST SEVENTH STREET DEVILS LAKE,ND58301 35-2367360	FUNDRAISING	ND	501(C)(3)	11 - Type I	MHDL	Yes
(120) THE PHYSICIAN NETWORK 8055 O STREET SUITE 300 LINCOLN,NE68510 47-0780857	PHYS PRACTICE	NE	501(C)(3)	11 - Type I	CHI NEBRASKA	Yes
(121) TOTAL HEALTHCARE PO BOX 7021 COLORADO SPRINGS,CO80933 84-0927232	HEALTHCARE	CO	501(C)(3)	3	CHI COLORADO	Yes
(122) UNITY FAMILY HEALTHCARE 815 2ND STREET SE LITTLE FALLS,MN56345 41-0721642	HEALTHCARE	MN	501(C)(3)	3	CHI	Yes
(123) VILLA NAZARETH INC 801 PAGE DRIVE FARGO,ND58103 45-0226714	LT CARE	ND	501(C)(3)	9	CHI	Yes
(124) VISITING NURSE ASSOCIATION OF SAINT CLARE'S 191 WOODPORT ROAD SPARTA,NJ07871 22-1768334	HOME HEALTH	NJ	501(C)(3)	9	SCHS	Yes

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) 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	0		No	50.1 %
(2) AVANTAS LLC 1207 SOUTH 13 STREET OMAHA,NE68108 39-2045003	HEALTHCARE	NE	AHMH	UNRELATED				No			No	95 %
(3) BERYWOOD OFFICE PROPERTIES LLC 400 BERYWOOD TRAIL CLEVELAND,TN37312 62-1875199	PHYS OFFICE	TN	MHCS	RELATED				No		Yes		63 %
(4) BLUEGRASS REGIONAL IMAGING CENTER 1218 SOUTH BROADWAY SUITE 310 LEXINGTON,KY40504 61-1386736	DIAGNOSTIC	KY	SJ HOSPITAL LEX	RELATED				No			No	65 %
(5) CENTRAL NEBRASKA HOME CARE SERVICES PO BOX 1146-4510 SECOND AVENUE KEARNEY,NE68848 47-0692112	HEALTHCARE SRVC	NE	HSE INC	RELATED	-99,941	1,021,498		No	-48,712	Yes		100 %
(6) CENTRAL NEBRASKA REHAB SERVICE 3004 W FAIDLEY AVE GRAND ISLAND,NE68802 81-0653461	PHYSICAL THERAPY	NE	CHI	RELATED	1,857,991	2,262,775		No	0		No	51 %
(7) CHI OPERATING INVESTMENT PROGRAM LP 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 47-0727942	INVESTMENTS	CO	CHI	UNRELATED	139,679,805	2,069,974,790		No	371,292	Yes		100 %
(8) HEALTHCARE SUPPORT SERVICES PO BOX 9804 GRAND ISLAND,NE68802 72-1546196	LAUNDRY	NE	CHI	RELATED	196,124	3,913,481		No	-58,436		No	100 %
(9) NORTH RIVER SURGERY CENTER LLC 2209 WILDWOOD AVENUE SHERWOOD,AR72120 71-0799771	AMBUL SURG CTR	AR	SVIMC	RELATED	198,313	1,758,688		No	0		No	57.45 %
(10) ORTHOCOLORADO LLC 11650 WEST 2ND PLACE LAKEWOOD,CO80255 37-1577105	ORTHO HOSPITAL	CO	THC	RELATED	-3,249,314	10,905,384		No	0		No	60 %
(11) 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	0		No	60 %
(12) PENRAD IMAGING 1139 KELLY JOHNSON BLVD COLORADO SPRINGS,CO80920 84-1072619	MEDICAL IMAGING	CO	THC	RELATED	1,857,228	5,457,224		No	0		No	70 %
(13) RUXTON SURGICENTER LLC 8322 BELLONA AVENUE SUITE 201 BALTIMORE,MD21204 52-2095835	SURGERY CENTER	MD	SJMC	RELATED				No		Yes		51 %
(14) SAINT JOSEPH - SCA HOLDINGS LLC 424 LEWIS HARGETT CIRCLE STE 160 LEXINGTON,KY40503 45-3801157	OP SURGERY	DE	SJHS	RELATED	0	0		No	0		No	51 %
(15) ST ANOTHONY REGIONAL MTN CANCER CENTER 4231 W 16TH AVENUE DENVER,CO80112 37-1568013	CANCER CENTER	CO	THC	RELATED	-290,552	0		No	0		No	51 %
(16) 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	0		No	51 %
(17) ST FRANCIS MEDICAL CENTER ASSOCIATES 1717 SOUTH J STREET TACOMA,WA98405 91-1352698	MED. OFFICE	WA	FHS	RELATED	116,948	1,652,280		No	0		No	54 %
(18) ST JOSEPH-PAML LLC 424 LEWIS HARGETT CIRCLE STE 160 LEXINGTON,KY40503 45-2116736	MGMT SERVICES	KY	SJHS	RELATED	0	0		No	0	Yes		62.5 %
(19) SUPERIOR MEDICAL IMAGING LLC 5000 NORTH 26TH STREET LINCOLN,NE68521 26-2884555	OP DIAGNOSTICS	NE	SERMC	RELATED				No			No	51 %
(20) SURGERY CENTER OF LEXINGTON LLC 1451 HARRODSBURG ROAD LEXINGTON,KY40504 62-1179539	SURGERY CENTER	DE	SJHS	RELATED	808,840	4,236,901		No	0		No	51 %

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 SERVICES 3900 OLYMPIC BOULEVARD SUITE 400 ERLANGER,KY41018 84-1112049	MANAGEMENT SERVICES	CO	CHI	C CORPORATION	0	3,267,441	100 %
(2) AMERICAN NURSING CARE 1700 EDISON DRIVE MILFORD,OH45150 31-1085414	HOME HEALTH	OH	CHS	C CORPORATION	1,778,617	44,470,358	100 %
(3) AMERIMED INC 1700 EDISON DRIVE MILFORD,OH45150 31-1158699	HOME HEALTH	OH	ANC	C CORPORATION	2,395,230	11,869,657	100 %
(4) CADUCEUS MEDICAL ASSOCIATES INC 6028 SHALLOWFORD ROAD SUITE D CHATTANOOGA,TN37422 62-1570736	HEALTHCARE	TN	MHCS	C CORPORATION	0	1,008	100 %
(5) CAPTIVE MANAGEMENT INITIATIVES PO BOX 10073 APO GEORGETOWN,GEORGETOWN, GRAND CAYMANKY1-1001 CJ 98-0663022	CAPTIVE MANAGEMENT	CJ	CHI	C CORPORATION	0	0	100 %
(6) CENTER FOR TRANSLATIONAL RESEARCH 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 27-2269511	HEALTHCARE	CO	CHI	C CORPORATION	-2,247,962	1,668,589	100 %
(7) CENTRAL KANSAS HEALTH SERVICES ASSOCIATION 3515 BROADWAY GREAT BEND,KS67530 48-1042853	MEDICAL EQUIPMENT	KS	CKMC	C CORPORATION	0	0	100 %
(8) CGH REALTY COMPANY INC 215 N 12TH ST READING,PA19603 23-2326801	REAL ESTATE	PA	SJHM	C CORPORATION	1,007	42,415	100 %
(9) COMCARE SERVICES 4231 W 16TH AVENUE DENVER,CO80204 84-0904813	INACTIVE	CO	CHIC	C CORPORATION	0	0	100 %
(10) CONSOLIDATED HEALTH SERVICES 1700 EDISON DRIVE MILFORD,OH45150 31-1378212	HOME HEALTH	OH	CHI	C CORPORATION	0	11,595,125	100 %
(11) DAVID DEYLE CHARITABLE REMAINDER UNITRUST PO BOX 1810 KEARNEY,NE68848 47-6192395	INVESTMENTS	NE	GSHF	TRUST	4,880	166,425	100 %
(12) DES MOINES MEDICAL CENTER INC 1111 6TH AVENUE DES MOINES,IA50314 42-0837382	REAL ESTATE	IA	CHI-IA CORP	C CORPORATION	0	1,253,452	92.98 %
(13) FIRST INITIATIVES INSURANCE LTD PO BOX 10073 APO GEORGETOWN,GEORGETOWN, GRAND CAYMANKY1-1001 CJ 98-0203038	INSURANCE	CJ	CHI	C CORPORATION	0	0	100 %
(14) FRANCISCAN SERVICES INC 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 23-2487967	HEALTHCARE	CO	CHI	C CORPORATION	-507,578	11,914,284	100 %
(15) GOOD SAMARITAN OUTREACH SERVICES PO BOX 1990 KEARNEY,NE68848 47-0659440	MEDICAL CLINIC	NE	CHI NEBRASKA	C CORPORATION	-2,921,063	355,110	100 %
(16) HAROLD W RASE 1995 CHARITABLE UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 45-6090420	INVESTMENTS	ND	SJHHC	TRUST	1,240	21,553	100 %
(17) HAROLD W RASE 1996 CHARITABLE UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 20-6037112	INVESTMENTS	ND	SJHHC	TRUST	900	15,495	100 %
(18) HAROLD W RASE 1997 CHARITABLE UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 20-6037104	INVESTMENTS	ND	SJHHC	TRUST	1,025	20,261	100 %
(19) HAROLD W RASE 1999 CHARITABLE UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 20-6037099	INVESTMENTS	ND	SJHHC	TRUST	1,313	25,027	100 %
(20) HEALTH SYSTEMS ENTERPRISES INC PO BOX 1990 KEARNEY,NE68848 47-0664558	MANAGEMENT	NE	GSH	C CORPORATION	25,289	1,443,049	100 %
(21) HEALTHCARE MGMT SERVICES ORG INC 1149 MARKET ST TACOMA,WA98402 91-1865474	HEALTH ORG.	WA	FHS	C CORPORATION	0	0	100 %
(22) JAMES & HENRIETTA NISTLER UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 20-6021899	INVESTMENTS	ND	SJHHC	TRUST	-16,708	41,455	100 %
(23) JEANNE DEYLE CHARITABLE REMAINDER UNITRUST PO BOX 1810 KEARNEY,NE68848 47-6192398	INVESTMENTS	NE	GSHF	TRUST	4,880	166,320	100 %
(24) JOSEPH A SCHUSTER ANNUITY TRUST #1 400 UNIVERSITY AVENUE DES MOINES,IA50314 42-1195122	INVESTMENTS	IA	MFDM	TRUST	18,924	441,488	100 %
(25) LODESCA MILLER CHARITABLE REMAINDER UNITRUST PO BOX 1810 KEARNEY,NE68848 47-6186933	INVESTMENTS	NE	GSHF	TRUST	3,387	86,367	100 %
(26) MEDQUEST 1301 15TH AVENUE WEST WILLISTON,ND58801 45-0392137	SALE OF DME	ND	MH OF WILLISTON	C CORPORATION	9,852	962,554	100 %
(27) MERCY HEALTH SERVICES CORPORATION 2727 MCCLELLAND BLVD JOPLIN,MO64804 43-1457881	DME	MO	ST JOHN'S RMC	C CORPORATION	-1,533,371	1,369,083	100 %
(28) MERCY PARK APARTMENTS LTD 1111 6TH AVENUE DES MOINES,IA50314 42-1202422	HOUSING	IA	CHI-IA CORP	C CORPORATION	264,489	1,796,053	100 %
(29) MERCY SERVICES CORP 2700 STEWART PARKWAY ROSEBURG,OR97470 93-0824308	RETAIL SALES	OR	MMC	C CORPORATION	-690,267	954,798	100 %
(30) MOUNTAIN MANAGEMENT SERVICES INC 6028D SHALLOWFORD ROAD CHATTANOOGA,TN37422 62-1570739	MGMT SVC ORG	TN	MHCS	C CORPORATION	-386,020	4,667,998	100 %
(31) NAZARETH ASSURANCE COMPANY 76 ST PAUL STREET SUITE 500 BURLINGTON,VT05401 03-0304831	INSURANCE	VT	CHI	C CORPORATION	-379	123,535	100 %
(32) PATIENT TRANSPORT SERVICES INC 1700 EDISON DRIVE MILFORD,OH45150 31-1100798	HOME HEALTH	OH	ANC	C CORPORATION	662,425	5,325,941	100 %
(33) PHYSICIAN HEALTH SYSTEM NETWORK 1149 MARKET ST TACOMA,WA98402 91-1746721	HEALTH ORG.	WA	FHS	C CORPORATION	0	0	100 %
(34) RAY & SHIRLEY DAVID 1999 UNITRUST 30 WEST 7TH STREET DICKINSON,ND58601 20-6037077	INVESTMENTS	ND	SJHHC	TRUST	1,250	24,194	100 %
(35) ROBERT & WANDA CHARITABLE REMAINDER UNITRUST PO BOX 1810 KEARNEY,NE68848 26-6191916	INVESTMENTS	NE	GSHF	TRUST	13,030	537,775	100 %
(36) SAINT CLARE''S PRIMARY CARE INC 66 FORD ROAD DENVILLE,NJ07834 22-2441202	BILLING SERVICES	NJ	SCCC	C CORPORATION	-342,970	2,177,166	100 %
(37) SAMARITAN FAMILY CARE INC 40 W FOURTH ST 1700 DAYTON,OH45402 31-1299450	HEALTHCARE	OH	SHP	C CORPORATION			100 %
(38) SJH SERVICES CORPORATION 198 INVERNESS DRIVE WEST ENGLEWOOD,CO80112 23-2307408	HEALTHCARE	CO	FSI	C CORPORATION	-518,360	3,180,100	100 %
(39) SJL PHYSICIAN MANAGEMENT SERVICES INC 424 LEWIS HARGETT CR 160 LEXINGTON,KY40503 27-0164198	MANAGEMENT	KY	SJHS	C CORPORATION	0	0	100 %
(40) ST ANTHONY DEVELOPMENT COMPANY 1415 SOUTHGATE PENDLETON,OR97801 93-1216943	ATHLETIC CLUB	OR	ST ANTHONY H	C CORPORATION	53,891	3,007,554	100 %
(41) ST VINCENT COMMUNITY HEALTH SERVICES INC TWO ST VINCENT CIRCLE LITTLE ROCK,AR72205 71-0710785	HEALTHCARE	AR	SVIMC	C CORPORATION	2,309,129	14,049,375	100 %
(42) ST JOSEPH DEVELOPMENT COMPANY 1717 SOUTH J STREET TACOMA,WA98405 91-1480569	RENTAL	WA	FSI	C CORPORATION	-36,395	12,168,022	100 %
(43) ST JOSEPH OFFICE PARK ASSOCIATION 1401 HARRODSBURG ROAD BLDG B70 LEXINGTON,KY40504 61-1079899	MANAGEMENT	KY	SJHS	C CORPORATION	16,644	882,139	85 %
(44) TOM DEYLE CHARITABLE REMAINDER UNITRUST PO BOX 1810 KEARNEY,NE68848 47-6192393	INVESTMENTS	NE	GSHF	TRUST	4,884	166,321	100 %
(45) TOWSON MANAGEMENT INC 7601 OSLER DRIVE TOWSON,MD21204 52-1710750	MANAGEMENT SERVICES	MD	FSI	C CORPORATION	-469,016	498,393	100 %

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

Yes

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

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

Yes

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

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

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) MEMORIAL HEALTH CARE SYSTEM INC	O	23,924,380	FMV
(2) MEMORIAL HEALTH CARE SYSTEM INC	J	2,483,365	FMV
(3) MEMORIAL HEALTH CARE SYSTEM INC	N	554,794	FMV
(4) MEMORIAL HEALTH CARE SYSTEM INC	C	4,461,464	FMV
(5) MEMORIAL HEALTH CARE SYSTEM INC	P	4,827,468	FMV
(6) MEMORIAL HEALTH CARE SYSTEM FOUNDATION	C	120,572	FMV
(7) CATHOLIC HEALTH INITIATIVES	O	1,394,784	FMV
(8) MOUNTAIN MANAGEMENT SERVICES INC	O	8,212,591	FMV
(9) MOUNTAIN MANAGEMENT SERVICES INC	P	1,265,422	FMV
(10) MOUNTAIN MANAGEMENT SERVICES INC	L	6,119,295	FMV

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:	10000128
Software Version:	v2010.1.0

1	Briefly describe the organization’s mission or most significant activities: TO OWN AND OPERATE PHYSICIAN CLINICS AND ENGAGE IN ACTIVITIES DESIGNED TO PROMOTE THE HEALTHCARE NEEDS OF THE COMMUNITY, INCLUDING THE PROVISION OF HEALTH SERVICES BY PHYSICIANS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	8
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	1
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	157
6	Total number of volunteers (estimate if necessary) ....	6	1
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	21,810
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

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 $ 63,090,501 including grants of $ 0 ) (Revenue $ 59,240,058 )
	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$ 63,090,501

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	4,306,001	1,579,575	536,982

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	162,700	4,778,236
9	Program service revenue (Part VIII, line 2g) .........	53,237,758	59,240,058
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	2,530	-3,281
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	10,324	21,810
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	53,413,312	64,036,823
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	30,227,221	37,998,669
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)....	27,605,444	27,539,250
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	57,832,665	65,537,919
19	Revenue less expenses. Subtract line 18 from line 12......	-4,419,353	-1,501,096
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	10,882,046	11,874,402
21	Total liabilities (Part X, line 26)............	4,731,264	7,224,716
22	Net assets or fund balances. Subtract line 21 from line 20 .....	6,150,782	4,649,686

				(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		4,582,036
e	Government grants (contributions)1e		196,200

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			4,778,236
			Business Code
2a	PATIENT SERVICES		900,099	53,147,167	53,147,167
b	SERVICES SOLD		900,099	6,092,891	6,092,891
c
d
e
f	All other program service revenue .			0	0	0	0
g	Total. Add lines 2a–2f........			59,240,058
3	Investment income (including dividends, interest
	and other similar amounts).....			690			690
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)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses		3,971
c	Gain or (loss)	0	-3,971
d	Net gain or (loss)..........			-3,971			-3,971
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	PHARMACY		446,110	15,299		15,299
b	EMPLOYMENT DRUG SCREENING		621,500	6,511		6,511
c
d	All other revenue ....			0	0	0	0
e	Total. Add lines 11a–11d ......			21,810
12	Total revenue. See Instructions....			64,036,823	59,240,058	21,810	-3,281


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			2,115	1	4,590
2	Savings and temporary cash investments .......			1,696,211	2	2,560,213
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			3,668,197	4	3,981,997
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............			252,387	8	119,571
9	Prepaid expenses and deferred charges ............			230,661	9	228,008
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	805,817
b	Less: accumulated depreciation. .....	10b	505,501	352,768	10c	300,316
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 ......				12	0
13	Investments—program-related. See Part IV, line 11 ..				13	0
14	Intangible assets .........			44,650	14	44,650
15	Other assets. See Part IV, line 11 ...........			4,635,057	15	4,635,057
16	Total assets. Add lines 1 through 15 (must equal line 34)...			10,882,046	16	11,874,402
17	Accounts payable and accrued expenses .			2,986,765	17	4,145,571
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.....			1,744,499	25	3,079,145
26	Total liabilities. Add lines 17 through 25.....			4,731,264	26	7,224,716
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			6,150,782	27	4,649,686
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 .....			6,150,782	33	4,649,686
34	Total liabilities and net assets/fund balances .....			10,882,046	34	11,874,402