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) THOMAS PATNOE MD PRESIDENT & CMO	60.0	X	X	0	692,487	102,267
(2) JOSEPH BIANCO MD BOARD TREASURER	60.0	X	X	260,834	8,617	52,231
(3) RAHUL AGGARWAL MD BOARD DIRECTOR	60.0	X		434,598	0	43,745
(4) DAVID ALEXANDER MD BOARD DIRECTOR	60.0	X		881,555	0	45,078
(5) LAURA BOEHLKE-BRAY MD BOARD DIRECTOR	60.0	X		260,604	31,600	30,454
(6) JANUS BUTCHER MD BOARD DIRECTOR	60.0	X		297,644	0	29,663
(7) ALBERT DEIBELE MD BOARD DIRECTOR	60.0	X		645,438	0	55,202
(8) JEFFREY ENGELSJERD MD BOARD DIRECTOR	60.0	X		412,793	0	51,537
(9) JEFFREY GARLAND MD BOARD DIRECTOR	60.0	X		310,911	0	50,141
(10) KENNETH IRONS MD BOARD DIRECTOR	60.0	X		372,615	0	47,507
(11) SCOTT JOHNSON MD BOARD DIRECTOR	60.0	X		541,745	1,374	54,069
(12) DONALD MUZZI MD BOARD DIRECTOR	60.0	X		630,945	0	56,628
(13) DANIEL NIKCEVICH MD BOARD DIRECTOR	60.0	X		607,612	0	50,201
(14) ANNE STEPHEN MD BOARD DIRECTOR	60.0	X		133,972	0	40,113
(15) TIMOTHY ZAGER MD BOARD DIRECTOR	60.0	X		274,081	0	43,981
(16) ROBERT ERICKSON MD BOARD DIRECTOR	60.0	X		511,768	0	55,131
(17) MATTHEW LUEDKE MD BOARD DIRECTOR	60.0	X		180,121	0	43,987

(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)	(F) Estimated amount of other compensation from the organization and related organizations
(18) THERESA GUNNARSON MD BOARD DIRECTOR	60.0	X					462,824	0	53,320
(19) BARBARA JOHNSON CHIEF FINANCIAL OFFICER	60.0		X				0	329,183	53,386
(20) MICHAEL METCALF EXECUTIVE VP CLINICAL DIVISION	60.0			X			0	414,002	80,222
(21) MICHAEL MOTLEY VP COMMUNITY CLINIC	60.0			X			208,846	0	62,744
(22) MICHAEL MCAVOY VP ACUTE CARE & DIAGNOSTICS	60.0			X			0	204,155	51,870
(23) ANN WATKINS VP SURGICAL SERVICES	60.0			X			0	196,374	48,193
(24) KIMBERLY BODDICKER MD SECTION CHAIR	60.0			X			567,610	0	41,946
(25) SCOTT ESKURI MD SECTION CHAIR	60.0			X			542,995	0	55,400
(26) WENDELL SMITH MD SECTION CHAIR	60.0			X			443,532	0	50,880
(27) MICHAEL MARKS DIRECTOR	60.0			X			198,499	0	25,819
(28) DANIEL MILBRIDGE REGIONAL ADMINISTRATOR	60.0			X			152,826	0	28,487
(29) FREDERICK HARRIS MD PHYSICIAN	60.0				X		1,150,576	0	52,598
(30) TROY ERICKSON MD PHYSICIAN	60.0				X		1,143,689	0	52,212
(31) SUBBAREDDY KONDA MD PHYSICIAN	60.0				X		1,140,684	0	54,268
(32) EDISON MCDANIELS II MD PHYSICIAN	60.0				X		1,086,470	0	52,310
(33) BENJAMIN YOKEL MD PHYSICIAN	60.0				X		1,121,659	0	52,459
(34) ROBERT NORMAN CHIEF FINANCIAL OFFICER	60.0					X	0	556,955	131,077
(35) Peter Person MD Essentia Health CEO	60.0					X	0	1,119,337	698,079

(A) Name and business address	(B) Description of services	(C) Compensation
Max Gray Construction Inc PO Box 689 2501 Fifth Ave W HIBBING,MN55746	Construction Service	918,292
AIM HEALTHCARE SERVICES INC PO Box 292377 NASHVILLE,TN37229	MEDICAL CLAIMS SRVCS	800,160
PHARMACY HEALTHCARE SOLUTIONS 24042 NETWORK PL CHICAGO,IL60673	Locum Pharmacy Srvcs	650,000
HEALTH BILLING SYSTEMS INC 14700 28TH AVE N STE 20 PLYMOUTH,MN55447	Medical Billing Srvc	603,638
ERIC RINGSRED MD 522 E OXFORD DULUTH,MN55803	Locum Physician Srvc	275,968
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 7

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	2,627	2,627
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16	0
4	Benefits paid to or for members	0
5	Compensation of current officers, directors, trustees, and key employees ....	5,003,559	5,003,559
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	89,702,638	78,725,864	10,976,774
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	7,523,333	5,202,767	2,320,566
9	Other employee benefits .......	8,673,102	6,717,740	1,955,362
10	Payroll taxes ...........	4,143,453	3,949,556	193,897
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	0
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	60,380		60,380
g	Other ..........	7,325,359	5,555,815	1,769,544
12	Advertising and promotion ....	301,788	31,396	270,392
13	Office expenses .......	42,929,904	37,783,908	5,145,996
14	Information technology ......	135,017	128,969	6,048
15	Royalties ..	0
16	Occupancy ...........	3,148,801	969,269	2,179,532
17	Travel ............	678,272	534,326	143,946
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	228,022	220,770	7,252
20	Interest ...........	1,552,826		1,552,826
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	3,685,952	492,712	3,193,240
23	Insurance ..............	1,445,456	1,266,874	178,582
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 DEBT	4,774,140	4,765,928	8,212
b	MINNESOTA CARE TAX	1,365,128	1,364,799	329
c	MD ALLOWANCES	357,835	357,497	338
d	EQUIPMENT REPAIR	185,312	160,128	25,184
e	LICENSES	166,569	158,944	7,625
f	All other expenses	4,630,080	421,332	4,208,748
25	Total functional expenses. Add lines 1 through 24f	188,019,553	153,814,780	34,204,773	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	17,819,807	1	0
2	Savings and temporary cash investments .......	2,251,238	2	2,210,969
3	Pledges and grants receivable, net .........		3
4	Accounts receivable, net .........	12,827,714	4	17,446,566
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 .............	8,712,224	7	9,417,812
8	Inventories for sale or use ..............	1,981,284	8	1,550,229
9	Prepaid expenses and deferred charges ............	65,745	9	15,000
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	209,329,976
b	Less: accumulated depreciation. .....	10b	81,379,415	130,905,150	10c	127,950,561
11	Investments—publicly traded securities ..........	4,413,525	11	3,890,696
12	Investments—other securities. See Part IV, line 11 ......	0	12	3,192,172
13	Investments—program-related. See Part IV, line 11 ..	6,652,901	13	0
14	Intangible assets .........		14
15	Other assets. See Part IV, line 11 ...........	21,484,663	15	23,884,302
16	Total assets. Add lines 1 through 15 (must equal line 34)...	207,114,251	16	189,558,307
	17	Accounts payable and accrued expenses .	16,152,701	17	21,977,014
18	Grants payable ..........		18
19	Deferred revenue ..........		19
20	Tax-exempt bond liabilities ..........	227,411,687	20	220,347,356
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 ..	5,678,496	23	2,418,284
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities. Complete Part X of Schedule D.....	226,319,100	25	236,515,827
26	Total liabilities. Add lines 17 through 25.....	475,561,984	26	481,258,481
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	-268,447,733	27	-291,700,174
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 .....	-268,447,733	33	-291,700,174
34	Total liabilities and net assets/fund balances .....	207,114,251	34	189,558,307

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

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

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

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The Duluth Clinic LTD

Employer identification number

41-0883623

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2010

Page 2

Part II

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

Section A. Public Support

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

Section B. Total Support

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

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

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

Section C. Computation of Public Support Percentage

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

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

16a

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

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

17a

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

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

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

Schedule A (Form 990 or 990-EZ) 2010

Page 3

Part III

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

Section A. Public Support

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

Section B. Total Support

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

Section C. Computation of Public Support Percentage

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

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

Section D. Computation of Investment Income Percentage

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

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

19a

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

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

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

Schedule A (Form 990 or 990-EZ) 2010

Page 4

Part IV

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

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

OMB No. 1545-0047

2010

Name of organization

The Duluth Clinic LTD

Employer identification number

41-0883623

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

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

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

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

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

Page 1 of 1 of Part III

Name of organization
The Duluth Clinic LTD

Employer identification number

41-0883623

Part III

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

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

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

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

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

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Duluth Clinic LTD

Employer identification number

41-0883623

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 .................	3,257,593		3,257,593
b	Buildings ................	195,976,780	73,812,552	122,164,228
c	Leasehold improvements ............
d	Equipment ................	7,603,575	6,773,673	829,902
e	Other .................	2,492,028	793,190	1,698,838
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........				127,950,561

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) BOND DEBT ISSUE COSTS				7,342,723
(2) DEFERRED COMPENSATION 457B				16,541,579







Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........				23,884,302

Part X

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

1.(a) Description of Liability		(b) Amount
Federal Income Taxes		0
BENEFIT PLAN LIABILITY 457B		16,541,579
OTHER LIABILITIES		12,631,762
PAYABLES TO RELATED TAX-EXEMPT ORGS		193,143,707
MN CARE TAX PAYABLE & RESERVE		582,546
SALES TAX PAYABLE		163,177
RESERVE FOR RESEARCH & EDUCATION		1,852,965
NON CURRENT SWAP LIABILITY		10,573,256
ASSET RETIREMENT OBLIGATION (FIN 47)		1,026,835

Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		236,515,827
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

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

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

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

Part XIV

Supplemental Information

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

Identifier	Return Reference	Explanation
SCHEDULE D PART X:	FIN 48 FOOTNOTE-	Essentia Health has adopted Accounting Standards Codification 740, Income Taxes (formerly known as FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Tax - an interpretation of FASB Statement No. 109, Accounting for Income Taxes). The adoption of this interpretation had no material impact on the consolidated financial statements and therefore, Essentia Health's consolidated financial statements for fiscal year ended June 30, 2010 no longer includes an ASC 740 footnote.

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

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

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

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Duluth Clinic LTD

Employer identification number

41-0883623

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

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

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

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

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

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

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

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

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

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

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

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

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

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

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

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) THOMAS PATNOE MD	(i) (ii)	0 514,522	0 177,296	0 669	0 69,931	0 32,336	0 794,754	0 0
(2) MICHAEL METCALF	(i) (ii)	0 314,854	0 94,980	0 4,168	0 52,095	0 28,127	0 494,224	0 0
(3) ROBERT NORMAN	(i) (ii)	0 372,520	0 135,275	0 49,160	0 63,376	0 67,701	0 688,032	0 47,861
(4) BARBARA JOHNSON	(i) (ii)	0 258,437	0 70,251	0 495	0 47,000	0 6,386	0 382,569	0 0
(5) JOSEPH BIANCO MD	(i) (ii)	259,075 8,617	1,152 0	607 0	24,500 0	27,731 0	313,065 8,617	0 0
(6) RAHUL AGGARWAL MD	(i) (ii)	430,892 0	1,875 0	1,831 0	24,500 0	19,245 0	478,343 0	0 0
(7) DAVID ALEXANDER MD	(i) (ii)	873,358 0	5,163 0	3,034 0	24,500 0	20,578 0	926,633 0	0 0
(8) LAURA BOEHLKE-BRAY MD	(i) (ii)	258,722 31,600	1,300 0	582 0	24,500 0	5,954 0	291,058 31,600	0 0
(9) JANUS BUTCHER MD	(i) (ii)	295,260 0	1,934 0	450 0	24,500 0	5,163 0	327,307 0	0 0
(10) ALBERT DEIBELE MD	(i) (ii)	641,460 0	3,288 0	690 0	24,500 0	30,702 0	700,640 0	0 0
(11) JEFFREY ENGELSJERD MD	(i) (ii)	409,708 0	2,635 0	450 0	24,500 0	27,037 0	464,330 0	0 0
(12) JEFFREY GARLAND MD	(i) (ii)	309,347 0	1,294 0	270 0	24,500 0	25,641 0	361,052 0	0 0
(13) KENNETH IRONS MD	(i) (ii)	368,735 0	1,900 0	1,980 0	24,500 0	23,007 0	420,122 0	0 0
(14) SCOTT JOHNSON MD	(i) (ii)	537,960 1,374	3,095 0	690 0	24,360 140	29,494 75	595,599 1,589	0 0
(15) DONALD MUZZI MD	(i) (ii)	626,130 0	3,360 0	1,455 0	24,500 0	32,128 0	687,573 0	0 0
(16) DANIEL NIKCEVICH MD	(i) (ii)	603,860 0	3,122 0	630 0	24,500 0	25,701 0	657,813 0	0 0
(17) ANNE STEPHEN MD	(i) (ii)	133,061 0	663 0	248 0	14,002 0	26,111 0	174,085 0	0 0
(18) TIMOTHY ZAGER MD	(i) (ii)	271,549 0	1,165 0	1,367 0	24,500 0	19,481 0	318,062 0	0 0
(19) MICHAEL MOTLEY	(i) (ii)	179,171 0	24,907 0	4,768 0	36,766 0	25,978 0	271,590 0	0 0
(20) MICHAEL MCAVOY	(i) (ii)	0 175,422	0 26,055	0 2,678	0 31,978	0 19,892	0 256,025	0 0
(21) ANN WATKINS	(i) (ii)	0 159,136	0 24,529	0 12,709	0 28,667	0 19,526	0 244,567	0 12,515
(22) KIMBERLY BODDICKER MD	(i) (ii)	564,629 0	2,711 0	270 0	24,500 0	17,446 0	609,556 0	0 0
(23) SCOTT ESKURI MD	(i) (ii)	538,945 0	3,360 0	690 0	24,500 0	30,900 0	598,395 0	0 0
(24) WENDELL SMITH MD	(i) (ii)	440,250 0	2,832 0	450 0	24,500 0	26,380 0	494,412 0	0 0
(25) FREDERICK HARRIS MD	(i) (ii)	1,143,128 0	7,148 0	300 0	24,500 0	28,098 0	1,203,174 0	0 0
(26) TROY ERICKSON MD	(i) (ii)	1,136,340 0	7,049 0	300 0	24,500 0	27,712 0	1,195,901 0	0 0
(27) SUBBAREDDY KONDA MD	(i) (ii)	1,132,629 0	6,765 0	1,290 0	24,500 0	29,768 0	1,194,952 0	0 0
(28) EDISON MCDANIELS II MD	(i) (ii)	1,079,720 0	6,175 0	575 0	24,500 0	27,810 0	1,138,780 0	0 0
(29) ROBERT ERICKSON MD	(i) (ii)	507,915 0	3,163 0	690 0	24,500 0	30,631 0	566,899 0	0 0
(30) MATTHEW LUEDKE MD	(i) (ii)	179,104 0	827 0	190 0	18,589 0	25,398 0	224,108 0	0 0
(31) MICHAEL MARKS	(i) (ii)	198,433 0	0 0	66 0	10,105 0	15,714 0	224,318 0	0 0
(32) DANIEL MILBRIDGE	(i) (ii)	144,419 0	0 0	8,407 0	7,504 0	20,983 0	181,313 0	0 0
(33) BENJAMIN YOKEL MD	(i) (ii)	1,115,469 0	5,740 0	450 0	24,500 0	27,959 0	1,174,118 0	0 0
(34) THERESA GUNNARSON MD	(i) (ii)	423,955 0	38,569 0	300 0	24,500 0	28,820 0	516,144 0	0 0
(35) Peter Person MD	(i) (ii)	0 847,708	0 267,813	0 3,816	0 660,950	0 37,129	0 1,817,416	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
SCHEDULE J, PART I, LINE 3		ESTABLISHING CEO'S COMPENSATION: THE DULUTH CLINIC, LTD. relied on Essentia Health's, supporting organization of Essentia Health Duluth, methods for establishing THE DULUTH CLINIC, LTD.'s President/Chief Medical Officer compensation: a compensation committee, independent compensation consultant, written employment contract, compensation survey or study, and approval by the board or compensation committee.
Schedule J, Part I, Line 4a		Severance payment: All individuals listed as Formers in Form 990, Part VII, Section A, Line 1a remain employed within Essentia Health and its subsidiaries and are not receiving a severance payment.
Schedule J, Part I, Line 4b		Supplemental nonqualified retirement plan: Thomas Patnoe, MD (Essentia Heath East) $0 Robert Norman (Critical Access Goup) $47,861 Ann Watkins (Essentia Heath East) $12,515 Michael Metcalf (Essentia Heath East) $0 Michael Mcavoy (Essentia Heath East) $0 Barbara Johnson (Essentia Heath East) $0 Michael Motley (Essentia Heath East) $0 Peter Person, MD (Essentia Health East) $0 Essentia Health East's nonqualified retirement plan is offered to designate Essentia Health East's executives. There is a minimum two year vesting date, benefits are subject to income taxes upon vesting, and benefits are payable from Essentia Health East's general assets. Critical Access Group's nonqualified retirement plan is offered to Critical Access Group executives. There is a minimum two year vesting date, benefits are subject to income taxes upon vesting, and benefits are payable from Critical Access Group's general assets.

Schedule J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule K
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information on Tax Exempt Bonds

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

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
The Duluth Clinic LTD

Employer identification number
41-0883623

Part I

Bond Issues

(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	(g) Defeased		(h) On Behalf of Issuer		(i) Pool financing
(a) Issuer Name		(b) Issuer EIN	(c) CUSIP #	(d) Date Issued	(e) Issue Price	(f) Description of Purpose	Yes	No	Yes	No	Yes	No
A	MN Agricultural and Economic Development Board	41-6007162	604920Z43	05-02-2008	42,909,274	Series 2008 E Bonds		X		X	X
B	Cass County North Dakota	45-6002205	148047AU7	02-25-2010	59,573,111	Series 2008 A Reoffered Bonds		X		X	X
C	WI Health and Education Facilities Authority	39-1337855	97710BSD5	02-25-2010	12,854,722	Series 2008 B Reoffered Bonds		X		X	X
D	MN Agricultural and Economic Development Board	41-6007162	6049202H0	02-25-2010	165,717,405	Series 2008 C Reoffered Bonds		X		X	X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired. . . . .	0		0		0		909,885
2 Amount of bonds defeased . . . .	0		0		0		0
3 Total proceeds of issue . . . .	15,010,957		28,440,203		6,136,844		79,113,489
4 Gross proceeds in reserve funds . .	0		0		0		0
5 Capitalized interest from proceeds.	0		0		0		0
6 Proceeds in refunding escrow. . . . .	0		0		0		0
7 Issuance costs from proceeds . . .	327,722		0		0		906,723
8 Credit enhancement from proceeds.	277,909		0		0		0
9 Working capital expenditures from proceeds . .	0		0		0		0
10 Capital expenditures from proceeds . .	0		0		0		0
11 Other spent proceeds . .	0		0		0		1,742,302
12 Other unspent proceeds. . .	0		0		0		0
13 Year of substantial completion . . .
	Yes	No	Yes	No	Yes	No	Yes	No
14 Were the bonds issued as part of a current refunding issue?	X		X			X
15 Were the bonds issued as part of an advance refunding issue?		X		X		X		X
16 Has the final allocation of proceeds been made? . .		X		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? .	X		X		X		X

Part III

Private Business Use

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

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

Cat. No. 50193E

Schedule K (Form 990) 2010

Page 2

Part III

Private Business Use (Continued)

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

Part IV

Arbitrage

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

Schedule K (Form 990) 2010

Page 3

Part V

Supplemental Information

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

Identifier	Return Reference	Explanation
SEE SCHEDULE O

Schedule K (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

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

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

The Duluth Clinic LTD

Employer identification number

41-0883623

Identifier	Return Reference	Explanation
FORM 990, PART III LINE 4		PROGRAM SERVICE ACCOMPLISHMENTS: The Duluth Clinic, Ltd., is a nationally recognized multi-specialty group with more than 400 physicians who work in Essentia Health Systems' 5 hospitals and 12 regional clinics across northeastern Minnesota and northwestern Wisconsin. Our physicians cover 55 medical specialties and subspecialties. The clinic is organized and operated exclusively for charitable, scientific, and educational purposes. The clinic offers a broad range of outpatient services for its patients, including family practice, obstetrics and gynecology, behavioral health, cancer, orthopedics, neuroscience, digestive health, family, pediatrics services, weight management and heart and vascular services. In addition to the medical specialties the clinic also operates pharmacies, optical centers, infusion therapy centers, and a cancer center. Beyond its clinical services, The Duluth Clinic also offers educational programs for the community, such as parenting classes and child safety programs such as bicycle helmet fitting, bicycle safety, and pedestrian safety. The Duluth Clinic also participates in continuing education programs for health care professionals. The Duluth Clinic employs over 740 full time equivalents. The clinics had over 371,000 encounters during the same time period. The Duluth Clinic provided over $1,279,000 in charity care as well as an additional $12,684,000 of costs incurred in excess of Medicaid payments received during the fiscal year ended June 30, 2011. Further community benefits provided during the fiscal year include community services of over $2,200 cash and in-kind donations over $1,800 and continuing education programs for health care professionals over $476,000.
FORM 990, PART VI LINE 6		Members of Organization: ESSENTIA HEALTH EAST may elect one or more members of the governing body as described in Schedule O Part VI Line 7a. ESSENTIA HEALTH AND ESSENTIA HEALTH EAST HAVE reserved powers with respect to THE DULUTH CLINIC, LTD. as described in Schedule O Part VI Line 7b.
FORM 990, PART VI LINE 7a		Members with right to elect governing body: According to its Bylaws, ESSENTIA HEALTH EAST shall appoint and remove THE DULUTH CLINIC, LTD.'s governing body.
FORM 990, PART VI LINE 7b		Member with right to approve governing body decision: THE DULUTH CLINIC, LTD. is a subsidiary of Essentia Health, whose Board of Directors has reserved powers with respect to this corporation and its subsidiaries, and all of the other direct and indirect subsidiaries of Essentia Health (collectively, the "System"). Essentia Health's reserved powers are as follows: Strategic and Business Plans. Authority to create, and to approve, the System's strategic and business plans. Mission. Authority to create, and to approve, the mission, purpose and vision statements for all entities in the System by the affirmative vote of at least 67% of the Essentia Health board of directors. Debt. Approval of the incurrence of debt by, and the creation of all mortgages, liens, security interests, or other encumbrances on the assets of, all entities in the System in excess of the single or annual aggregate dollar limits prescribed in writing by the Essentia Health board of directors, and the authority to cause all entities in the System to participate in System borrowing. Governing Instruments. Authority to cause, and to approve, amendments of the articles of incorporation and bylaws of all entities in the System. Mergers and Acquisitions. Authority to cause, and to approve, all mergers, consolidations, and dissolutions of all entities in the System. Affiliations and Joint Ventures. Authority to cause, and to approve, all affiliations, joint ventures and other alliances with third parties of all entities in the System. Transfer of Assets Within the System. Authority to transfer assets, including cash, between and among entities within the System; provided, however, that Essentia Health shall not have authority to require any entity in the System to transfer assets (a) that would cause such entity to be in default of its covenants or obligations under any bond or other financing documents; (b) from the Catholic entities to the secular entities or from the secular entities to the Catholic entities in a manner or to an extent that would cause the Catholic entities to be in violation of the Ethical and Religious Directives for Catholic Health Care Services in the judgment of the local ordinary; or (c) such that money generated by services at secular facilities within the System by procedures that are contrary to the Ethical and Religious Directives for Catholic Health Care Services would be used at the Catholic entities or money generated by Catholic entities would be used in the providing of services contrary to the Ethical and Religious Directives for Catholic Health Care Services at secular facilities within the System. Transfer of Assets Outside the System. Authority to cause, and to approve, the sale, lease or other transfer of assets of all entities in the System to parties outside of the System when the asset's value exceeds the single or annual aggregate dollar limits prescribed in writing by the Essentia Health board of directors. Services. Authority to cause, and to approve, the addition of new services and service locations and the discontinuance of services and service locations within all entities in the System. Budgets. Approval of capital and operating budgets of all entities in the System. Professional Services. Selection of the general legal counsel and external auditors of all entities in the System. Acquisitions. Authority to cause, and to approve, all acquisitions by and formations of entities in the System. Marketing, Authority to implement System-wide marketing and promotional activities. Compliance Plans. Authority to create, and to approve, corporate compliance, safety and risk management plans for entities within the System. Quality Plan. Authority to create, and to approve, the System's quality plan. Non-Budgeted Purchases. Approval of non-budgeted capital purchases and leases in excess of the single or annual aggregate dollar limits prescribed in writing by Essentia Health for entities within the System. Human Resources. Authority to create human resource policies and procedures within the System. Reserved Powers. Authority to create additional Essentia Health reserved powers by the affirmative vote of at least 80% of the Essentia Health board of directors (excluding the Essentia Health CEO); provided, however, that any additional Essentia Health reserved powers shall not contravene or hinder the reserved powers of Benedictine Sisters Benevolent Association. Essentia Health East also has certain reserved powers over all East facilities within Essentia Health. Essentia Health East's reserved powers are as follows: Oversight of quality, safety and service performance; Oversight of the mission performance; Oversight of the operating and financial performance; Development of capital and operating budgets and strategic plans; Execution of the approved capital and operating budgets and strategic and business plans; Oversight of accreditation and licensure compliance; Oversight of operation of all affiliations, joint ventures and other alliances with third parties, including such transactions with the medical staffs; Election of members to serve on the boards of the subsidiaries, (consistent with, and as provided for, in the applicable subsidiary's bylaws) and removal of such members with or without cause; Evaluation of the performance of subsidiary senior officers and; Evaluation of patient, family and customer satisfaction with respect to the services provided within the System; Evaluation of job satisfaction and staff morale within the System; Administration of human resource policies and procedures; Execution of the approved corporate compliance, safety and risk management plans; and Authority to comment on proposed amendments of the Articles of Incorporation and Bylaws, before such amendments are acted upon by BSBA or Essentia.
FORM 990, PART VI LINE 11A		FORM 990 REVIEW PROCESS: The 2010 Form 990 including all schedules was reviewed by Essenita Health East's management and governing body on March 7, 2012 prior to filing with the Internal Revenue Service. Each current director of the governing body received a copy of the 2010 Form 990. Essentia Health East's Chief Financial Officer led the review of the form and schedules and any questions were discussed.
FORM 990, PART VI LINE 12C		Monitoring and enforcing Conflict of Interest policy: Interested persons shall annually disclose relationships which might lead to a conflict of interest by completing a conflict of interest disclosure form. The general counsel may revise and update the form periodically within his/her professional discretion. Essentia Health shall be responsible for the annual distribution of conflict of interest forms and review of disclosures for the governing bodies of the Duluth Clinic, Ltd. and regional locations and for senior management employees of the Duluth Clinic, Ltd. Senior management of the regional locations shall be responsible for the implementation of this policy and procedure within their respective direct and indirect subsidiaries. Transactions with parties with whom a conflict of interest exists may be undertaken only if all of the following are observed: a. The conflict of interest is fully disclosed; b. The interested person with the conflict of interest does not participate in the approval of such transactions; c. If practical or appropriate, a competitive bid or comparable valuation is obtained; and d. The board of committee of the board has determined that the transaction is in the best interest of the organization. Disclosure by any interested person other than a board or committee member should be made to the Chief Executive Officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the board or an appropriate committee of the board. Disclosure involving board or committee members shall be made to the board chair (or if she or he is the one with the conflict, then to the board vice-chair), who shall bring these matters to the board or an appropriate committee of the board. The board of committee of the board shall determine whether a conflict exists and if so, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Duluth Clinic, Ltd. or its affiliate(s). The decision of the board or a duly constituted committee of the board on these matters will be at its sole discretion, and its concern must be the welfare of the Duluth Clinic, Ltd. and its affiliate(s) and the advancement of its purposes. The decision of the board is final. If the board determines a conflict does not exist, the interested person may proceed with the transaction; however, he or she will not be eligible to vote on related issues should they arise. If the board determines a conflict does exist, the interested person will be notified of the decision regarding whether the contemplated transaction will be authorized as just, fair, and reasonable.
Form 990, Part VI, Line 15 A&B		Process for determining compensation: The Executive Compensation Committee of Essentia Health's board of directors is authorized to fulfill the board's responsibilities regarding executive compensation consistent with Essentia's mission, values and tax-exempt status, and the Executive Compensation Committee's Charter. The Executive Compensation Committee meets at least twice annually to carry out its responsibilities, which include, but are not limited to, establishing, reviewing and modifying, as appropriate, reasonable compensation and benefits for Essentia's Chief Executive Officer and his direct reports. The Executive Compensation Committee engages qualified independent compensation advisors to provide objective and impartial comparative data and to express opinions on total compensation reasonableness. The Executive Compensation Committee may request its independent advisors to: monitor comparability data and marketplace trends; make appropriate recommendations regarding salary ranges; and periodically review the market competitiveness of Essentia executive compensation packages. Prior to establishing or adjusting executive compensation, the Executive Compensation Committee will obtain and rely upon appropriate data as to comparability of the proposed compensation or adjustments. The Executive Compensation Committee will adequately document the basis for its determination concurrently with making those determinations. The Executive Compensation Committee minutes shall include: the terms of the approved compensation and the date approved; the Executive Compensation Committee members present during the review, discussion and approval of the proposed compensation and those who voted on the proposed compensation; identification of the comparability data obtained and relied upon by the Executive Compensation Committee and how the data was obtained; any actions by a member of the Executive Compensation Committee having a conflict of interest; and documentation of the basis for the determination. The year this process was last undertaken for THE DULUTH CLINIC, LTD.'s President/Chief Medical Officer and Chief Administrative Officer was 2010. The Essentia Health Executive Compensation committee determines policy (establishes peer group, determines competitive ranking and establishes positioning of total compensation dependent upon performance) for all executives at the Vice President level or above. The Executive Compensation Committee of the Essentia Health East board of directors is authorized to fulfill the board's responsibility regarding executive compensation consistent with Essentia Health East's mission, values and tax-exempt status. It is bound by and relies upon the policy set by the Executive Compensation Committee of Essentia's board of directors. Annually, the Executive Compensation Committee of Essentia Health East's board of directors meets to review information presented by the Essentia Health East President and Chief Administrative Officer concerning the performance of the system and senior executives of Essentia Health East and to approve executive incentives based on system results and supporting documentation for all members covered by the Essentia Health East incentive compensation program and report such findings to the Executive Compensation Committee of Essentia's Board of Directors. The year a total compensation review process was undertaken for all Essentia Health East executives at the Vice President and above was 2010.
FORM 990, PART VI LINE 19		Availability of governing documents, conflict of interest policy, & financial statements to the public: THE DULUTH CLINIC, LTD. makes its governing documents, conflict of interest policy, and financial statements available to the public. THE DULUTH CLINIC, LTD.'s governing documents, conflict of interest policy, and financial statements are available to the public upon request. THE DULUTH CLINIC, LTD. is part of Essentia Health's consolidated financial statements which are included in Essentia Health's annual report posted on Essentia Health's web site.
Form 990, Part VII, Section A, Line 1a, Column B		Hours devoted to related organizations: Thomas Patnoe, MD is employed by Essentia Health Duluth as President and Chief Medical Officer. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Barbara Johnson is employed by Essentia Health Duluth as Chief Financial Officer. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Joseph A. Bianco, MD is employed by The Duluth Clinic Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Laura Boehlke-Bray, MD is employed by The Duluth Clinic Ltd. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Scott Johnson, MD is employed by The Duluth Clinic Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Albert Deibele, MD is employed by The Duluth Clinic Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Theresa M. Gunnarson, MD is employed by The Duluth Clinic Ltd. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Michael Metcalf is employed by Essentia Health Duluth as Chief Administrative Officer. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Michael Mcavoy is employed by Essentia Health Duluth as Vice President Acute Care & Diagnostics. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Ann Watkins is employed by Essentia Health Duluth as Vice President - Surgical Services. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Kimberly A. Boddicker, MD is employed by The Duluth Clinic Ltd. 100% of her time is spent furthering the purpose of Essentia Health East and its' related organizations. Michael Motley is employed by The Duluth Clinic Ltd. 100% of his time is spent furthering the purpose of Essentia Health East and its' related organizations. Peter Person, MD is employed by Essentia Health Duluth as Essentia Health's Chief Executive Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations. Robert Norman is employed by Critical Access Group as Essentia Health's Chief Financial Officer. 100% of his time is spent furthering the purpose of Essentia Health and its' related organizations.
FORM 990, PART XII, LINE 3		Consolidated A-133: THE DULUTH CLINIC, LTD., as part of Essentia Health's consolidated financial statements, was required and underwent a consolidated audit set forth in the Single Audit Act and OMB Circular A-133. The consolidated audit is reviewed by the Essentia Health Audit Committee.
FORM 990, Part XI Line 5		Other Changes in Net Assets: UNREALIZED GAIN ON TRADING SECURITIES: $3,588,126 PENSION & POST RETIREMENT LIABILITY ADJUSTMENT: ($2,094,678) NET ASSET TRANSFER WITH RELATED ORGANIZATION; REALLOCATED BALANCE SHEET ITEM TO MORE APPROPRIATE COMPANY: $451,683 Beginning Balance Adjustment: ($1,194,627) OTHER NET ASSETS: ($47,552)
SCHEDULE K		Additional information/comments relating to the reporting of liabilities by related organizations: Essentia Health has an Obligated Group created under the Master Indenture which is composed of the following Members: Essentia Health, Critical Access Group, Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's Hospital-Detroit Lakes, Essentia Health St. Mary's Medical Center, Essentia Health Duluth. Essentia Health Polinsky Medical Rehabilitation Center,, Essentia Health St. Mary's Hospital -Superior, Essentia Health Brainerd Specialty Clinic, Essentia Health Central, St. Mary's Innovis Health, The Duluth Clinic, Ltd. and Essentia Health West (the "Obligated Group Members" or the "Members of the Obligated Group"). The Members of the Obligated Group are jointly and severally obligated on all indebtedness evidenced or secured by Notes issued under the Master Indenture. Series 2008E: The Series 2008E bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: Essentia Health East, The Duluth Clinic, Ltd., Essentia Health, Essentia Health St. Mary's Medical Center and Essentia Health Duluth are the conduit borrowers of the Series 2008E bonds. The conduit borrower, The Duluth Clinic, Ltd., has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. The Obligated Group Member, Essentia Health West, is an indirect beneficiary of a portion of the Series 2008E borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. Series 2008A Reoffered: The Series 2008A reoffered bonds are secured by Notes issued under the Master Indenture. Essentia Health is the conduit borrower of the Series 2008A reoffered bonds and has recorded a portion of the bond liability on its balance sheet. The Obligated Group Members, Essentia Health West, The Duluth Clinic, Ltd., and Essentia Health St. Mary's Hospital-Detroit Lakes, are indirect beneficiaries of the Series 2008A reoffered borrowing and have recorded the bond liability on their balance sheets which are consolidated with Essentia Health. Series 2008B Reoffered: The Series 2008B reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health and Essentia Health St. Mary's Hospital -Superior are the conduit borrowers of the Series 2008B reoffered bonds. The conduit borrowers, The Duluth Clinic, Ltd. and Essentia Health, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Members, Essentia Health West and Essentia Health St. Mary's Hospital-Detroit Lakes, are indirect beneficiaries of a portion of the Series 2008B reoffered borrowing and have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. Series 2008C Reoffered: The Series 2008C reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's Hospital-Detroit Lakes, The Duluth Clinic, Ltd., Essentia Health, and Essentia Health St. Mary's Medical Center, Inc. are the conduit borrowers of the Series 2008C reoffered bonds. The conduit borrowers, Essentia Health St. Mary's Hospital-Detroit Lakes , Essentia Health, and The Duluth Clinic, Ltd., have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Member, Essentia Health West is an indirect beneficiary of a portion of the Series 2008C reoffered borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. Series 2010: The Series 2010 bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health, Essentia Health St. Joseph's Medical Center, Essentia Health East, Essentia Health St. Mary's Medical Center and Essentia Health St. Mary's Hospital-Detroit Lakes are the conduit borrowers of the Series 2010 bonds. The conduit borrowers, The Duluth Clinic, Ltd., Essentia Health, Essentia Health St. Joseph's Medical Center, and Essentia Health St. Mary's Hospital-Detroit Lakes, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Member, Essentia Health West is an indirect beneficiary of a portion of the Series 2010 borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. Part 1, Column (f) Description of purpose: Series 2008E: Refinance Series 1997 bonds issued December 18, 1997 to finance equipment purchases in Duluth, MN. Series 2008A Reoffered: Reoffer Series 2008 A-1 and A-2 bonds issued March 4, 2008 to refinance a portion of the acquisition of certain assets of Essentia Health West in connection with the affiliation of Essentia Health with Essentia Health West. Series 2008B Reoffered: Reoffer Series 2008 B-1 bonds issued March 4, 2008 to refund Series 1999B bonds issued May 18, 1999 for construction projects and equipment purchases in Superior, WI and various Duluth Clinic locations in northwestern Wisconsin. Series 2008C Reoffered: Reoffer Series 2008 C-5 and 2008 C-4A bonds issued March 4, 2008 to refund Series 2004 bonds issued March 19, 2004 for various acquisitions, construction projects, capital improvements and equipment purchases in Duluth, Brainerd, and Detroit Lakes, MN and refund Series 1999A bonds issued May 18, 1999 for various acquisitions, construction projects, capital improvements and equipment purchases in Brainerd, Detroit Lakes and Duluth, MN and various Duluth Clinic sites in northern Minnesota. Series 2010: Refund Series 1993C and 1993E bonds issued January 15, 1993 and refund Series 2008 C-3 and 2008 C-4B bonds issued March 4, 2008 to refund Series 2004 bonds issued March 19, 2004 for various acquisitions, construction projects, capital improvements and equipment purchases in Duluth, Brainerd, and Detroit Lakes, MN and various Duluth Clinic sites in northern Minnesota and finance various construction projects, capital improvements and equipment purchased in Brainerd, Detroit Lakes and Duluth, MN and various Duluth Clinic sites in northern Minnesota. Part II, Line 3 Issue Price: Series 2008E, Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 were issued by the Essentia Health Obligated Group. The issue price listed in The Duluth Clinic Ltd.'s Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. Part II Lines 3 through 12 Proceeds: Series 2008E, Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 were issued by the Essentia Health Obligated Group. A portion of the Series 2008E, Series 2008A Reoffered, Series 2008B Reoffered, Series 2008C Reoffered, and Series 2010 borrowing were allocated to The Duluth Clinic Ltd., an Essentia Health Obligated Group Member. The proceeds listed in The Duluth Clinic Ltd.'s Schedule K Part II Lines 3 through 12 represent The Duluth Clinic Ltd.'s allocated portion of the proceeds.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

The Duluth Clinic LTD

Employer identification number

41-0883623

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) BRAINERD LAKES INTEGRATED HEALTH SYSTEM 2024 S 6TH ST BRAINERD,MN56401 37-1532145	SUPPORT ORG	MN	501(c)(3)	11 II	Essentia
(2) BRAINERD MEDICAL CENTER INC 2024 S 6TH ST BRAINERD,MN56401 37-1532148	CLINIC	MN	501(c)(3)	3	BLIHS
(3) BRIDGES MEDICAL CENTER 201 9TH ST WEST ADA,MN56510 20-0479568	CLINIC/HOSP	MN	501(c)(3)	3	Innovis
(4) CLEARWATER VALLEY HOSPITAL & CLINICS INC 301 CEDAR OROFINO,ID83544 82-0497771	CLINIC/HOSP	ID	501(c)(3)	3	CAG
(5) DIVINE MEDICAL SERVICES 709 N LINCOLN JEROME,ID83338 20-2773717	EMERG SRVCS	ID	501(c)(3)	3	SBFMC
(6) DL SURGERY CENTER 1027 WASHINGTON AVE DETROIT LAKES,MN56501 26-3837203	ASC	MN	501(c)(3)	3	CAG
(7) ECHC FOUNDATION 502 E 2ND ST DULUTH,MN55805 26-3359418	FOUNDATION	MN	501(c)(3)	11 I	CAG
(8) Critical Access Group 503 E 3RD ST DULUTH,MN55805 26-1219624	SUPPORT ORG	MN	501(c)(3)	11 II	ESSENTIA
(9) FIRST CARE MEDICAL SERVICES 900 HILLIGROSS BLVD SE FOSSTON,MN56542 41-0706143	CLINIC/HOSP	MN	501(c)(3)	3	CAG
(10) MINNESOTA VALLEY HEALTH CENTER INC 621 S 4TH ST LE SUEUR,MN56058 41-0837659	HOSPITAL/NURS	MN	501(c)(3)	3	CAG
(11) ST BENEDICTS FAMILY MEDICAL CENTER 709 N LINCOLN JEROME,ID83338 82-0227163	CLINIC/HOSP	ID	501(c)(3)	3	CAG
(12) ST JOSEPHS MEDICAL CENTER 523 N 3RD ST BRAINERD,MN56401 41-0695602	Clinic/Hosp	MN	501(c)(3)	3	BLIHS
(13) ST MARYS EMS 1027 WASHINGTON AVE DETROIT LAKES,MN56501 41-1805811	EMERG SRVCS	MN	501(c)(3)	9	SMRHC
(14) ST MARYS HOSPITAL AND CLINICS INC P O BOX 137 COTTONWOOD,ID83522 82-0226453	CLINIC/HOSP	ID	501(c)(3)	3	CAG
(15) ST MARYS INNOVIS HEALTH 1027 WASHINGTON AVE DETROIT LAKES,MN56501 26-2863121	CLINIC	MN	501(c)(3)	3	Innovis
(16) ST MARYS REGIONAL HEALTH CENTER (SMRHC) 1027 WASHINGTON AVE DETROIT LAKES,MN56501 41-1620386	CLINIC/HOSP	MN	501(c)(3)	3	Innovis
(17) ESSENTIA HEALTH 502 E 2ND ST DULUTH,MN55805 20-0360007	SUPPORT ORG	MN	501(c)(3)	11 III FI	NA
(18) ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND ST DULUTH,MN55805 27-1291124	RESEARCH	MN	501(c)(3)	4	ESSENTIA
(19) INNOVIS HEALTH LLC 1702 S UNIVERSITY DR FARGO,ND58103 26-1175213	CLINIC/HOSP	DE	501(c)(3)	3	ESSENTIA
(20) ESSENTIA HEALTH FOUNDATION 502 E 2ND ST DULUTH,MN55805 27-1984704	FOUNDATION	MN	501(c)(3)	7	INNOVIS
(21) MIDWEST MEDICAL EQUIP & SUPPLY INC 4418 HAINES RD DULUTH,MN55811 41-1674021	MEDICAL EQUIP	MN	501(c)(3)	9	SMDCHS
(22) PINE MEDICAL CENTER 109 COURT AVE S SANDSTONE,MN55072 41-1884597	Hospital/Nurs	MN	501(c)(3)	3	SMDCHS
(23) POLINSKY MEDICAL REHAB CENTER 530 E 2ND ST DULUTH,MN55805 41-0691275	CLINIC	MN	501(c)(3)	3	SMMC
(24) SMDC MEDICAL CENTER 502 E 2ND ST DULUTH,MN55805 41-1878730	CLINIC/HOSP	MN	501(c)(3)	3	SMDCHS
(25) ST MARYS DULUTH CLINIC FOUNDATION 400 E 3RD ST DULUTH,MN55805 41-2016979	FOUNDATION	MN	501(c)(3)	7	SMDCHS
(26) ST MARYS DULUTH CLINIC HEALTH SYS (SMDC) 407 E 3RD ST DULUTH,MN55805 41-1836633	Support Org	MN	501(c)(3)	11 II	ESSENTIA
(27) ST MARYS HOSPITAL OF SUPERIOR 3500 TOWER AVE SUPERIOR,WI54880 41-1811073	CLINIC/HOSP	WI	501(c)(3)	3	SMMC
(28) ST MARYS MEDICAL CENTER 407 E 3RD ST DULUTH,MN55805 41-0695604	HOSPITAL	MN	501(c)(3)	3	SMDCHS
(29) Northern Pines Medical Center 5211 Hwy 110 Aurora,MN55705 41-0841441	Hospital/Nurs	MN	501(c)(3)	3	SMDCHS
(30) Graceville Missionary Benedictine Sister 115 West Second St Graceville,MN56240 41-0726173	Clinic/Hosp	MN	501(c)(3)	3	Innovis

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) PMC GATEWAY IMAGING LLC 109 COURT AVE S SANDSTONE,MN55072 26-1634764	IMAGING SERVICES	MN	NA	n/a	0	0		No	0			0 %

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) EAST RANGE CLINICS LTD 910 6TH AVE N VIRGINIA,MN55792 41-0909915	CLINICS	MN	na	C Corp	0	0	0 %
(2) ESSENTIA HEALTH INS SERVICES SPC LTD BUCKINGHAM SQ 720 W BAY RD PO BX69 GRAND CAYMAN,CAYMAN ISLANDSKY1-1102 CJ 000000000	INSURANCE	CJ	NA	FOREIGN CORP	0	0	0 %

Schedule R (Form 990) 2010

Page 3

Part V

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

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

Yes

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

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

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

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

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

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

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

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

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

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

Yes

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

Yes

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

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

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

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

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

Yes

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

Yes

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

Yes

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

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

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved
(1) ESSENTIA INSTITUTE OF RURAL HEALTH	O	409,897
(2) ST MARYS REGIONAL HEALTH CENTER	O	261,956
(3) PINE MEDICAL CENTER	O	145,686
(4) POLINSKY MEDICAL REHABILITATION CENTER	O	1,774,226
(5) SMDC MEDICAL CENTER	O	184,563,685
(6) ST MARY'S HOSPITAL OF SUPERIOR	O	737,586
(7) ST MARY'S MEDICAL CENTER	O	130,458,624
(8) ST MARY'S DULUTH CLINIC FOUNDATION	O	75,795
(9) ESSENTIA INSTITUTE OF RURAL HEALTH	P	689,128
(10) PINE MEDICAL CENTER	P	148,313
(11) POLINSKY MEDICAL REHABILITATION CENTER	P	686,234
(12) SMDC MEDICAL CENTER	P	97,825,310
(13) ST MARY'S HOSPITAL OF SUPERIOR	P	1,070,883
(14) ST MARY'S MEDICAL CENTER	P	130,313,100
(15) ST MARY'S HOSPITAL OF SUPERIOR	I	189,051
(16) Essentia Health	o	12,419,760
(17) Essentia Health	p	6,150,038
(18) Essentia Health	q	5,585,762

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

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

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

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

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: We are called to make a healthy difference in people's lives.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	14
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	0
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	1,588
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	49,845
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	19,736

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,931,449	1,368,978
9	Program service revenue (Part VIII, line 2g) .........	158,344,821	160,548,613
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	-3,457,099	-2,025,692
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	3,736,057	4,172,260
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	160,555,228	164,064,159
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,043	2,627
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)	110,483,390	115,046,085
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)....	65,290,965	72,970,841
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	175,775,398	188,019,553
19	Revenue less expenses. Subtract line 18 from line 12......	-15,220,170	-23,955,394
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	207,114,251	189,558,307
21	Total liabilities (Part X, line 26)............	475,561,984	481,258,481
22	Net assets or fund balances. Subtract line 21 from line 20 .....	-268,447,733	-291,700,174

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 $ 153,814,780 including grants of $ 2,627 ) (Revenue $ 160,548,613 )
	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$ 153,814,780

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	14,977,446	3,554,084	2,497,205

				(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		27,000
e	Government grants (contributions)1e		1,116,102

f	All other contributions, gifts, grants, and similar amounts not included above1f		225,876
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			1,368,978
			Business Code
2a	PATIENT REVENUE		621,400	161,258,911	161,258,911
b	JOINT VENTURE-INTERNATIONAL FALLS		621,400	-710,298	-710,298
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			160,548,613
3	Investment income (including dividends, interest
	and other similar amounts).....			330,145			330,145
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross Rents	4,000
b	Less: rental expenses
c	Rental income or (loss)	4,000
d	Net rental income or (loss).......			4,000			4,000
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	568,456
b	Less: cost or other basis and sales expenses		2,924,293
c	Gain or (loss)	568,456	-2,924,293
d	Net gain or (loss)..........			-2,355,837			-2,355,837
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		146,321
b	Less: cost of goods sold ..b		96,476
c	Net income or (loss) from sales of inventory..			49,845		49,845
Miscellaneous Revenue			Business Code
11a	PROFESSIONAL SERVICE REVENUE - INT'L FALLS		541,900	3,598,919			3,598,919
b	MANAGEMENT SERVICE REVENUE - INT'L FALLS		541,900	423,856			423,856
c	PARKING REVENUE		812,930	95,640			95,640
d	All other revenue ....
e	Total. Add lines 11a–11d ......			4,118,415
12	Total revenue. See Instructions....			164,064,159	160,548,613	49,845	2,096,723


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			17,819,807	1	0
2	Savings and temporary cash investments .......			2,251,238	2	2,210,969
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			12,827,714	4	17,446,566
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 .............			8,712,224	7	9,417,812
8	Inventories for sale or use ..............			1,981,284	8	1,550,229
9	Prepaid expenses and deferred charges ............			65,745	9	15,000
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	209,329,976
b	Less: accumulated depreciation. .....	10b	81,379,415	130,905,150	10c	127,950,561
11	Investments—publicly traded securities ..........			4,413,525	11	3,890,696
12	Investments—other securities. See Part IV, line 11 ......			0	12	3,192,172
13	Investments—program-related. See Part IV, line 11 ..			6,652,901	13	0
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			21,484,663	15	23,884,302
16	Total assets. Add lines 1 through 15 (must equal line 34)...			207,114,251	16	189,558,307
17	Accounts payable and accrued expenses .			16,152,701	17	21,977,014
18	Grants payable ..........				18
19	Deferred revenue ..........				19
20	Tax-exempt bond liabilities ..........			227,411,687	20	220,347,356
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 ..			5,678,496	23	2,418,284
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities. Complete Part X of Schedule D.....			226,319,100	25	236,515,827
26	Total liabilities. Add lines 17 through 25.....			475,561,984	26	481,258,481
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			-268,447,733	27	-291,700,174
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 .....			-268,447,733	33	-291,700,174
34	Total liabilities and net assets/fund balances .....			207,114,251	34	189,558,307