TY 2011 Form 990

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) SISTER MARY MORIN OSF BOARD MEMBER	.25	X			0	0
(2) SISTER MARYANN FALBE OSF BOARD MEMBER	.25	X			0	0
(3) JOHN E STAUDT BOARD MEMBER	.25	X			0	0
(4) SISTER MAUREEN O'CONNOR OSF SECRETARY	.25	X	X		0	0
(5) SISTER MARY ANN MINOR OSF CHAIRPERSON	.25	X	X		0	0
(6) SISTER MARY MOLLISON CSA VICE CHAIRPERSON	.25	X	X		0	0
(7) SISTER BERNICE COREIL DC BOARD MEMBER	.25	X			0	0
(8) JOHN R COMBES MD BOARD MEMBER	.25	X			0	0
(9) STEPHEN J BOCHENEK Board Member	.25	X			0	0
(10) MARY STARMANN-HARRISON President & CEO	.25	X	X		832,935	188,039
(11) ROBERT B ATWELL Board Member	.25	X			0	0
(12) STEVEN A HASSEBROCK Board Member	.25	X			0	0
(13) SISTER GERTRUDE O'CONNOR OSF Board Member	.25	X			0	0
(14) ANN M CARR TREASURER	.25		X		225,813	215,561
(15) MICHAEL W COTTRELL CFO	.25		X		518,363	181,312
(16) LAWRENCE SCHUMACHER COO	.25		X		722,931	254,068
(17) LEO A LENN Treasurer - Previous	0.0			X	170,109	40,690

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 United States. See Part IV, line 21	0
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	0
3	Grants and other assistance to governments, organizations, and individuals outside the United States. 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 ....	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....	0
7	Other salaries and wages	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	0
9	Other employee benefits .......	0
10	Payroll taxes ...........	0
11	Fees for services (non-employees):
a	Management ......	3,740,660	3,740,660
b	Legal .........	0
c	Accounting ...........	0
d	Lobbying ...........	0
e	Professional fundraising. See Part IV, line 17..	0
f	Investment management fees ......	2,142	2,142
g	Other ..........	394,163	382,131	12,032
12	Advertising and promotion ....	0
13	Office expenses .......	0
14	Information technology ......	0
15	Royalties ..	0
16	Occupancy ...........	0
17	Travel ............	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	0
20	Interest ...........	56,362	46,969	9,393
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	1,137,510	1,047,979	89,531
23	Insurance ..............	9,261	8,606	655
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24f. If line 24f amount exceeds 10% of line 25, column (A) amount, list line 24f expenses on Schedule O.)
a	SOFTWARE MAINTENANCE	781,276	711,790	69,486
b	SOFTWARE SUBSCRIPTIONS	428,129	428,129
c	SUPPLIES	632	632
d	MISCELLANEOUS EXPENSES	2,839,404	2,820,182	19,222
e
f	All other expenses
25	Total functional expenses. Add lines 1 through 24f	9,389,539	9,189,220	200,319	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet
	1	Cashnon-interest-bearing ..........	1,005	1	543,397
2	Savings and temporary cash investments .......	0	2	0
3	Pledges and grants receivable, net .........	0	3	0
4	Accounts receivable, net .........	56,274	4	449,073
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........	0	5	0
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 ..........	0	6	0
7	Notes and loans receivable, net .............	0	7	10,002,251
8	Inventories for sale or use ..............	0	8	0
9	Prepaid expenses and deferred charges ............	0	9	460,635
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	43,772
b	Less: accumulated depreciation. .....	10b	3,271	0	10c	40,501
11	Investments—publicly traded securities ..........	388,017	11	918,379
12	Investments—other securities. See Part IV, line 11 ......	0	12	0
13	Investments—program-related. See Part IV, line 11 ..	6,185,281	13	6,185,282
14	Intangible assets .........	0	14	8,226,495
15	Other assets. See Part IV, line 11 ...........	740,681	15	640,513
16	Total assets. Add lines 1 through 15 (must equal line 34)...	7,371,258	16	27,466,526
	17	Accounts payable and accrued expenses .	0	17	3,660,290
18	Grants payable ..........	0	18	0
19	Deferred revenue ..........	740,681	19	2,287,377
20	Tax-exempt bond liabilities ..........	0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..	0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........	0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..	0	23	10,000,000
24	Unsecured notes and loans payable to unrelated third parties ....	0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....	0	25	3,500,000
26	Total liabilities. Add lines 17 through 25.....	740,681	26	19,447,667
		Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....	6,630,577	27	8,018,859
28	Temporarily restricted net assets .....	0	28	0
29	Permanently restricted net assets .....	0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances .....	6,630,577	33	8,018,859
34	Total liabilities and net assets/fund balances .....	7,371,258	34	27,466,526

- 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

2011

Open to Public
Inspection

Name of the organization

HOSPITAL SISTERS SERVICES INC

Employer identification number

37-1163402

Part I

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Type I

Type II

Type III - Functionally integrated

Type III - Other

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

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

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

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

Yes

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

11g(i)

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

11g(ii)

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

11g(iii)

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

(i) Name of supported organization	(ii) EIN	(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of support?
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of support?
(1) HOSPITAL SISTERS HEALTHCARE WEST	510157933	03	Yes		Yes		Yes		0
(2) ST ELIZABETH'S HOSPITAL BELLEVILLE ILLINOIS	370663567	03	Yes		Yes		Yes		0
(3) ST JOSEPH'S HOSPITAL BREESE ILLINOIS	371208459	03	Yes		Yes		Yes		0
(4) ST JOSEPH'S HOSPITAL HIGHLAND ILLINOIS	370663568	03	Yes		Yes		Yes		0
(5) ST JOSEPH'S HOSPITALL CHIPPEWA FALLS WISCONSIN	390810545	03	Yes		Yes		Yes		0
(6) ST MARY'S HOSPITAL DECATUR ILLINOIS	370661244	03	Yes		Yes		Yes		0
(7) ST MARY'S HOSPITAL STREATOR ILLINOIS	362169181	03	Yes		Yes		Yes		0
(8) ST MARY'S HOSPITAL GREEN BAY	390818682	03	Yes		Yes		Yes		0
(9) ST ANTHONY'S HOSPITAL EFFINGHAM ILLINOIS	370661233	03	Yes		Yes		Yes		0
(10) ST FRANCIS HOSPITAL LITCHFIELD ILLINOIS	370661236	03	Yes		Yes		Yes		0
(11) ST JOHN'S HOSPITAL SPRINGFIELD ILLINOIS	370661238	03	Yes		Yes		Yes		0
(12) ST VINCENT'S HOSPITAL GREEN BAY WISCONSIN	390817529	03	Yes		Yes		Yes		0
(13) SACRED HEART HOSPITAL EAU CLAIRE WISCONSIN	390807060	03	Yes		Yes		Yes		0
(14) ST NICHOLAS HOSPITAL SHEBOYGAN WISCONSIN	390808480	03	Yes		Yes		Yes		0
(15) HSHS MEDICAL GROUP INC	263956318	03	Yes		Yes		Yes		0
(16) HSHS WISCONSIN MEDICAL GROUP INC	264515959	03	Yes		Yes		Yes		0
Total									0

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2011

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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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—2011. 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—2010. 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—2011. 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—2010. 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) 2011

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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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) 2007	(b) 2008	(c) 2009	(d) 2010	(e) 2011	(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 2011 (line 8 column (f) divided by line 13 column (f)) .........

Public support percentage from 2010 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f)) ......

Investment income percentage from 2010 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2011. 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—2010. 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) 2011

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
Hospital Sisters Services, Inc. is the sole member of the holding company that serves as the conduit for tax exempt debt financing for the 501(c)(3) affiliated hospitals referred to as the obligated group. The amount of support provided to the members of the obligated group is not determinable.

Schedule A (Form 990 or 990-EZ) 2011

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, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public Inspection

Name of the organization

HOSPITAL SISTERS SERVICES INC

Employer identification number

37-1163402

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 can 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 education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 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, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax 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 (ASC 958), 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 (ASC 958), 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 (ASC 958), 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) 2011

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	Net investment earnings, gains, and 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 (line 1g) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

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

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

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............	12,036	1,304	10,732
d	Equipment ................
e	Other .................	31,736	1,967	29,769
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				40,501

Schedule D (Form 990) 2011

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) must 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) must equal Form 990, Part X, col.(B) line 13.)		6,185,282

Part IX

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

(a) Description				(b) Book value









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

Part X

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

1.(a) Description of Liability		(b) Book value
Federal Income Taxes		0
INTERCOMPANY NOTE PAYABLE		3,500,000








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		3,500,000
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) 2011

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 through 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 must 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 must 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
ASC Subtopic 740-10	FORM 990, SCHEDULE D, PART XIV	HSHS has adopted ASC Subtopic 740-10, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109. ASC Subtopic 740-10 addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC Subtopic 740-10, HSHS must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC Subtopic 740-10 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of June 30, 2012 and 2011, HSHS does not have a liability for unrecognized tax benefits.

Schedule D (Form 990) 2011

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

2011

Open to Public Inspection

Name of the organization

HOSPITAL SISTERS SERVICES INC

Employer identification number

37-1163402

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 or provision 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. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

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

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

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

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

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

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations 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) 2011

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is 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) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and column (E) for that individual.

(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 as deferred in prior Form 990
(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)	(F) Compensation reported as deferred in prior Form 990
(1) LEO A LENN	(i) (ii)	0 64,512	0 0	0 105,597	0 39,057	0 1,790	0 210,956	0 37,010
(2) STEPHANIE S MCCUTCHEON	(i) (ii)	0 0	0 0	0 841,644	0 0	0 0	0 841,644	0 0
(3) ANN M CARR	(i) (ii)	0 180,382	0 0	0 45,431	0 197,622	0 18,652	0 442,087	0 15,440
(4) MICHAEL W COTTRELL	(i) (ii)	0 482,131	0 0	0 36,232	0 155,571	0 26,561	0 700,495	0 55,350
(5) LAWRENCE SCHUMACHER	(i) (ii)	0 676,477	0 0	0 46,454	0 239,154	0 15,734	0 977,819	0 100,520
(6) MARY STARMANN-HARRISON	(i) (ii)	0 622,223	0 0	0 210,712	0 135,349	0 53,257	0 1,021,541	0 0

Schedule J (Form 990) 2011

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
Stephanie McCutcheon's Severance Package	Schedule J, Part I, Line 4a	Stephanie McCutcheon received a severance package during the year in the amount of $823,075 for her services as President and CEO.
ANN M. CARR	SCHEDULE J, PART I, LINE 4B	ANN m. CARR PARTICIPATED IN A SERP PLAN DURING THE YEAR IN THE AMOUNT OF $33,655.
MICHAEL W. COTTRELL	SCHEDULE J, PART I, LINE 4B	MICHAEL W. COTTRELL PARTICIPATED IN A SERP PLAN DURING THE YEAR IN THE AMOUNT OF $50,928.
LEO A. LENN	SCHEDULE J, PART I, LINE 4B	LEO A. LENN PARTICIPATED IN A SERP PLAN DURING THE YEAR IN THE AMOUNT OF $37,010.
LAWRENCE SCHUMACHER	SCHEDULE J, PART I, LINE 4B	LAWRENCE SCHUMACHER PARTICIPATED IN A SERP PLAN DURING THE YEAR IN THE AMOUNT OF $92,988.
MARY STARMANN-HARRISON	SCHEDULE J, PART I, LINE 4B	MARY STARMANN-HARRISON PARTICIPATED IN A SERP PLAN DURING THE YEAR IN THE AMOUNT OF $96,913.

Schedule J (Form 990) 2011

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 Part VI.
SchKMediumBullet

Attach to Form 990. SchKMediumBullet

See separate instructions.

OMB No. 1545-0047

2011

Open to Public
Inspection

Name of the organization
HOSPITAL SISTERS SERVICES INC

Employer identification number
37-1163402

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	SEE SCHEDULE O	39-1337855	97710BB74	06-17-2008	289,585,000	SEE SCHEDULE O		X		X		X
B	SEE SCHEDULE O	39-1337855	97710V2Q0	06-17-2008	212,150,000	SEE SCHEDULE O		X		X		X
C	SEE SCHEDULE O	39-1337855	97710V2Q0	03-06-2007	152,385,104	SEE SCHEDULE O		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . .	44,765,000		0		76,750,000
2 Amount of bonds legally defeased . . . . . . . . . .	0		0		0
3 Total proceeds of issue . . . . . . . . . . . . .	296,587,199		227,125,581		175,231,339
4 Gross proceeds in reserve funds . . . . . . . .	0		0		0
5 Capitalized interest from proceeds . . . . . . . . . .	0		0		0
6 Proceeds in refunding escrows . . . . . . . . . . .	0		0		0
7 Issuance costs from proceeds . . . . . . . . . . .	847,920		0		1,309,308
8 Credit enhancement from proceeds . . . . . . . . . .	0		0		1,071,887
9 Working capital expenditures from proceeds . . . . . . .	0		0		0
10 Capital expenditures from proceeds . . . . . . . . . .	137,694,049		86,009,774		145,764,721
11 Other spent proceeds . . . . . . . . . . .	147,012,080		135,400,000		0
12 Other unspent proceeds . . . . . . . . . . .	7,613,471		5,237,708		27,034,847
13 Year of substantial completion . . . . . . . . . . .	2012		2012		2012
	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
16 Has the final allocation of proceeds been made? . . . . . .		X		X		X
17 Does the organization maintain adequate books and records to support the final allocation of proceeds? . . . . . . . . . . . . .	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
2 Are there any lease arrangements that may result in private business use of bond-financed property? . . . . . . . . .	X		X		X

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

Cat. No. 50193E

Schedule K (Form 990) 2011

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 of bond-financed property? . . . . . . . . .	X		X		X
b If ‘Yes’ to line 3a, does the organization routinely engage bond counsel or other outside counsel to review any management or service contracts relating to the financed property? . . . . .	X		X		X
c Are there any research agreements that may result in private business use of bond-financed property? . . . . . . .	X		X		X
d If ‘Yes’ to line 3c, does the organization routinely engage bond counsel or other outside counsel to review any research agreements relating to the financed property? .	X		X		X
4 Enter the percentage of financed property used in a private business use by entities other than a section 501(c)(3) organization or a state or local government . .	0%		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%		0.00000%		0.00000%		%
6 Total of lines 4 and 5 . . .. . . . . . . . .	0%		0%		0%		%
7 Does the bond issue meet the private security or payment test? . . .	X		X		X
8 Has the organization established written procedures to ensure that all nonqualified bonds of the issue are remediated in accordance with the requirements under Regulations sections 1.141-12 and 1.145-2?	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
2 Is the bond issue a variable rate issue?	X		X		X
3a Has the organization or the governmental issuer entered into a qualified hedge with respect to the bond issue?		X	X		X
b Name of provider . . . . . . . .	0		Merrill Lynch Cap Sv		Merrill Lynch Cap Sv
c Term of hedge . . . . . . . .	29.		29.		29.
d Was the hedge superintegrated? . . . .	X		X		X
e Was a hedge terminated? . . . . .		X		X		X
4a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . .		X	X		X
b Name of provider . . . . . .	0		Morgan Stanley		Morgan Stanley
c Term of GIC . . . . . . .	3.		3.		3.
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . . .	X		X		X
5 Were any gross proceeds invested beyond an available temporary period? . . . . . .	X		X		X
6 Did the bond issue qualify for an exception to rebate? .		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .		X		X		X

Schedule K (Form 990) 2011

Page 3

Part V

Procedures To Undertake Corrective Action

Has the organization established written procedures to ensure that violations of federal tax requirements are timely identified and corrected through the voluntary closing agreement program if self-remediation is not available under applicable regulations? . . . . . . . . . . . . . . YesNo

Part VI

Supplemental Information

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

Identifier	Return Reference	Explanation
CUSIP # 97710BB74	0	Total amount of proceeds do not match Part I due to interest on project funds, issuance costs from proceeds, and closing costs.
CUSIP # 97710V2Q0	0	Total amount of proceeds do not match Part I due to interest on project funds, issuance costs from proceeds, and closing costs.
CUSIP # 97710V2Q0	0	Total amount of proceeds do not match Part I due to interest on project funds, issuance costs from proceeds, and closing costs.

Schedule K (Form 990) 2011

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

2011

Open to Public
Inspection

Name of the organization

HOSPITAL SISTERS SERVICES INC

Employer identification number

37-1163402

Identifier	Return Reference	Explanation
RIGHTS OF MEMBERS TO ELECT GOVERNING BODY	FORM 990, PART VI, LINES 6 & 7A	THE sole corporate member OF HOSPITAL SISTERS SERVICES, INC (THE "CORPORATION") IS THE MEMBER OF THE CORPORATION, WHICH IS HOSPITAL SISTERS HEALTH SYSTEM ("HSHS"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. PURSUANT TO SECTION 2.3 OF THE CORPORATION'S BYLAWS, HSHS HAS THE RIGHT TO APPOINT AND REMOVE THE CORPORATION'S BOARD OF DIRECTORS, CHAIRPERSON OF THE BOARD AND PRESIDENT.
MEMBER RESERVED POWERS	FORM 990, PART VI, LINE 7B	Responsibility for the policy and operations of Hospital Sisters Services, Inc. (the "Corporation") is vested in its Board of Directors, except with respect to specific powers reserved in the Corporation's Bylaws to the Corporation's Member, Hospital Sisters Health SYSTEM ("HSHS"), an Illinois not for profit corporation exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code. The members of HSHS are the individual sisters who, from time to time, are the duly elected Provincial Superior and Provincial Councilors, respectively, of the American Province of the Hospital Sisters of St. Francis ("American Province"). The American Province is the United States organization of the Congregation of the Hospital Sisters of the Third Order Regular of St. Francis, a religious institute of the Roman Catholic Church. The governance and operations of the Corporation are subject to HSHS's right to exercise these reserved powers with respect to the Corporation and organizations of which the Corporation is either, directly or indirectly, a controlling member or a controlling shareholder ("Affiliates"). HSHS' right to exercise certain of these reserved powers is, in turn, subject to the approval of HSHS' members. The reserved powers include all rights granted to HSHS by law and the right to: (a) Adopt, approve amendments to, or amend any statement of philosophy, mission, mission integration or values or any name, logo, or mark of the Corporation or of any Affiliate; (b) Adopt, approve amendments to, or amend the Articles of Incorporation of the Corporation or of any Affiliate; (c) Adopt, approve amendments to, or amend the Bylaws of the Corporation or of any Affiliate; (d) Appoint and remove the Board of Directors, any one or more of the Directors of the Corporation or of any Affiliate, and the Chairperson and President of the Corporation or of any Affiliate; (e) Approve the recommendation of the Board of Directors to appoint or remove the Board of Directors, any one or more Directors of the Corporation or of any Affiliate, or the Chairperson and President of the Corporation or of any Affiliate. (f) With respect to the Corporation or any Affiliate, approve the purchase, sale, alienation, exchange, lease or encumbrance of any real property of the Corporation or of any Affiliate, which property has a value in excess of limits set from time to time by HSHS; (g) Approve debt incurred by the corporation or any affiliate in an amount in excess of limits set from time to time by HSHS; (h) Approve the operating and capital budgets of the Corporation or of any Affiliate, and any deviations by the Corporation or of any Affiliate from such budgets in an amount or percentage specified by HSHS from time to time; (i) Approve the strategic plan and goals of the Corporation or of any Affiliate; (j) Approve the sale of substantially all of the assets of the Corporation or of any Affiliate; (k) Approve the merger or dissolution of the Corporation or of any Affiliate; (l) Adopt or amend the plan for ministry education and governance for the Corporation and its Affiliates; (m) Approve the Corporation's Mission Accountability Reports and those of any Affiliate; (n) Approve the financial policies and procedures of the Corporation or of any Affiliate and approve any deviations from such policies and procedures by the Corporation or any Affiliate; and (o) Adopt policies to implement the Reserved Powers of HSHS.
FORM 990 REVIEW PROCESS	FORM 990, PART VI, LINE 11B	THE organization EMPLOYS KPMG TO ASSIST IN THE OVERALL REVIEW AND ELECTRONIC SUBMISSION OF ITS FORM 990. KPMG PROVIDES GUIDANCE IN IDENTIFYING CRITICAL ERRORS IN THE RETURN SUBMISSION AND FEEDBACK ON QUANTITATIVE AND QUALITATIVE RESPONSES. ADDITIONALLY, THE organization's CFO PERFORMS A THOROUGH REVIEW OF THE RETURN AND REVIEWS IT WITH THE organization's CEO AND/OR SENIOR LEADERS BEFORE PRESENTING IT IN ITS ENTIRETY TO THE organization's BOARD FOR QUESTIONING AND REVIEW PRIOR TO THE RETURN'S SIGNING AND SUBMISSION TO THE IRS.
CONFLICT OF INTEREST POLICY	FORM 990, PART VI, LINE 12C	THE ORGANIZATION IS SUBJECT TO THE CORPORATE COMPLIANCE PROGRAM, AND CONFLICT OF INTEREST POLICY ("POLICY") OF HOSPITAL SISTERS HEALTH SYSTEM, AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. A REVISED CORPORATE COMPLIANCE PROGRAM, AND CONFLICT OF INTEREST POLICY HAVE BEEN usED SINCE JANUARY, 2009 TO establish the practice of managing CONFLICTS OF INTEREST USING A SYSTEM-WIDE PROTOCOL FOR DISCLOSURE STATEMENTS. IN ACCORDANCE WITH the organizaton's CONFLICT OF INTEREST POLICY, ALL COVERED PERSONS HAVE A DUTY TO COMPLY WITH THE CONFLICT OF INTEREST POLICY FOR ANY CONTRACT, TRANSACTION, RELATIONSHIP OR ACTIVITY CONTEMPLATED, ENTERED INTO OR CONDUCTED AT HSHS OR ITS AFFILIATES. THE POLICY DEFINES COVERED PERSONS AS BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS, BOARD DESIGNEES, SENIOR MANAGEMENT, MEMBERS OF ANY COMMITTEE THAT OVERSEES THE APPROVAL OF PHARMACEUTICALS, AND MEDICAL DEVICES, ANY OTHER INDIVIDUAL WHO HOLDS A POSITION OF TRUST. ON AN ANNUAL BASIS, HSHS DISCLOSES A COPY OF THE CONFLICT OF INTEREST POLICY, (AND ALL CORRESPONDING PROCEDURES, GUIDELINES, FORMS AND TOOLS) TO ALL COVERED PERSONS AND ADVISES ALL COVERED PERSONS IN WRITING OF ANY SUBSTANTIVE CHANGES TO THIS POLICY AND SUCH RELATED MATERIALS. COVERED PERSONS ARE REQUIRED TO REVIEW AND COMPLETE THE CORRESPONDING CONFLICT OF INTEREST STATEMENT. THE SYSTEM OFFICE VICE PRESIDENT - SYSTEM RESPONSIBILITY, VICE PRESIDENT - RISK & COMPLIANCE, OR MEMBERS OF THE AUDIT AND INTEGRITY COMMITTEE ("COMMITTEE") ARE AVAILABLE TO ANSWERS ANY QUESTIONS A COVERED PERSON MAY HAVE. IN ADDITION, IF, AT ANY TIME AFTER SUBMITTING AN ANNUAL CONFLICT OF INTEREST STATEMENT, A COVERED PERSON BECOMES AWARE OF AN INTEREST THAT HE OR SHE WOULD HAVE HAD TO DISCLOSE AT THE ANNUAL INTERVAL, THE COVERED PERSON IS REQUIRED PROMPTLY TO DISCLOSE THE INTEREST TO THE COMMITTEE USING THE HSHS CONFLICT OF INTEREST DISCLOSURE STATEMENT. COMPLETED CONFLICT OF INTEREST STATEMENTS ARE SUBMITTED TO THE COMMITTEE, WHICH IS RESPONSIBLE FOR IDENTIFYING, ASSESSING, AND MANAGING CONFLICTS OF INTEREST THAT ARISE IN THE COURSE OF CONDUCTING THE AFFAIRS OF HSHS AND ITS AFFILIATES. IF THE COMMITTEE DETERMINES THAT A CONFLICT OF INTEREST EXISTS, THE CONFLICT OF INTEREST POLICY REQUIRES HSHS NOT TO ENGAGE IN OR ENTER INTO A PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY UNLESS THE COMMITTEE OR, WHERE NECESSARY, THE BOARD OF DIRECTORS (ACTING THROUGH ITS DISINTERESTED MEMBERS), HAS INVESTIGATED ALTERNATIVES TO THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY AND, IN THE ABSENCE OF ALTERNATIVES THAT ARE IN THE BEST INTERESTS OF HSHS, HAS DETERMINED: 1. THAT, REGARDLESS OF WHETHER THE COVERED PERSON PARTICIPATES IN THE IMPLEMENTATION OF THE PROPOSED CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY; 2. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS IN THE BEST INTEREST OF HSHS; 3. THE CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY IS FAIR AND REASONABLE FROM THE PERSPECTIVE OF HSHS; AND 4. HSHS CANNOT OBTAIN A MORE ADVANTAGEOUS CONTRACT, TRANSACTION, ARRANGEMENT, OR ACTIVITY WITH REASONABLE EFFORTS UNDER THE CIRCUMSTANCES. IN DETERMINING WHETHER A CONTRACT, TRANSACTION OR ARRANGEMENT IS FAIR AND REASONABLE TO HSHS, THE COMMITTEE SHALL CONSIDER, WHERE APPLICABLE: 1. APPRAISALS OR OTHER INDEPENDENT VALUATIONS OF THE FAIR MARKET VALUE OF THE CONTRACT, TRANSACTION, OR ARRANGEMENT; 2. INFORMATION REGARDING COMPARABLE CONTRACTS, TRANSACTIONS OR ARRANGEMENTS BETWEEN UNRELATED PARTIES; 3. OFFERS FROM COMPARABLE COMPETING ENTITIES; AND/OR 4. STUDIES OF COMPARABLE COMPENSATION ARRANGEMENTS. IN ANY CASE IN WHICH THE COMMITTEE FINDS, AFTER TAKING THE STEPS DESCRIBED ABOVE, THAT HSHS SHOULD PARTICIPATE IN A PROPOSED TRANSACTION, OR ARRANGEMENT DESPITE THE EXISTENCE OF A CONFLICT OF INTEREST, THE COMMITTEE SHALL DEVELOP, IMPLEMENT, MONITOR, AND ENFORCE COMPLIANCE WITH A CONFLICT MANAGEMENT PLAN FOR MANAGING THE CONFLICT OF INTEREST AS IT CONSIDERS NECESSARY FOR SUCH FINDINGS TO REMAIN VALID THROUGHOUT THE LIFE OF THE CONTRACT, TRANSACTION, RELATIONSHIP, ARRANGEMENT OR ACTIVITY. ALL CONFLICT MANAGEMENT PLANS SHALL: 1. STATE THAT THE COMMITTEE WILL OVERSEE, MONITOR, AND ENFORCE COMPLIANCE WITH THE PLAN THROUGHOUT THE COURSE OF THE STUDY AND SPECIFY MEANS FOR DOING SO, INCLUDING, WITHOUT LIMITATION, THAT THE APPROPRIATE INDIVIDUALS MUST PROVIDE THE COMMITTEE WITH WRITTEN REPORTS PERTAINING TO COMPLIANCE WITH THE CONFLICT MANAGEMENT PLAN, THAT THE COMMITTEE SHALL HAVE THE RIGHT TO AUDIT THE STUDY FOR SUCH COMPLIANCE, AND THE RIGHT TO IMPOSE SANCTIONS FOR NON-COMPLIANCE; 2. STATE THAT THE PLAN MUST BE SHARED WITH COVERED PERSON WHOSE INTERESTS IT WAS DEVELOPED TO MANAGE; 3. STATE THAT THE PLAN MUST BE SHARED WITH, AND PERIODIC REPORTS ON COMPLIANCE WITH THE PLAN MUST BE PROVIDED TO, THE BOARD, SENIOR MANAGEMENT, AND/OR GOVERNMENT AGENCIES; AND 4. PROVIDE FOR SUCH OTHER MANAGEMENT STEPS AND MECHANISMS THE COMMITTEE CONSIDERS NECESSARY AND APPROPRIATE. IN ADDITION TO THE COMMITTEE, THE SYSTEM OFFICE VICE PRESIDENTS OF SYSTEM RESPONSIBILITY AND RISK & COMPLIANCE MAY RETAIN SUCH INDEPENDENT ADVISORS OR EXPERTS AS DEEMED NECESSARY TO ASSIST IN MAKING ITS DETERMINATIONS AND DECISIONS. IF THE COMMITTEE DETERMINES THAT THE CONTEMPLATED TRANSACTION, RELATIONSHIP, ARRANGEMENT, OR ACTIVITY CANNOT PROCEED DUE TO A CONFLICT OF INTEREST, THE COMMITTEE SHALL INFORM THE APPLICABLE COVERED PERSON OR DECISION-MAKING BODY OF SUCH DETERMINATION WITHIN ONE WEEK OF THE COMMITTEE MEETING AT WHICH THE CONTEMPLATED TRANSACTION WAS DISCUSSED. THE COMMITTEE SHALL DOCUMENT ITS REJECTION OF THE CONTEMPLATED TRANSACTION IN THE COMMITTEE'S MEETING MINUTES.
WHISTLEBLOWER POLICY	FORM 990, PART VI, LINE 13	provisions within the corporate compliance program and conflict of interest policy provide protections for whistleblower type activities.
COMPENSATION PROCESS	FORM 990, PART VI, LINE 15	HOSPITAL SISTERS SERVICES INC. DOES NOT COMPENSATE EMPLOYEES. HOWEVER, SEVERAL OF THE HOSPITAL SISTERS SERVICES INC. OFFICERS ARE COMPENSATED BY A RELATED ORGANIZATION, hospital sisters health system ("hshs"). HOSPITAL SISTERS SERVICES INC. DEFERS TO THE HSHS COMPENSATION POLICY FOR DETERMINATION OF COMPENSATION FOR THESE OFFICERS. THE HSHS COMPENSATION POLICY IS AS FOLLOWS: THE COMPENSATION COMMITTEE ("COMMITTEE") IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL DISQUALIFIED INDIVIDUALS. INTEGRATED HEALTHCARE STRATEGIES ("IHS"), THE CONSULTANTS UTILIZED BY THE COMMITTEE USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE DISQUALIFIED INDIVIDUALS. IHS THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION FOR THE DISQUALIFIED INDIVIDUALS. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING.
DOCUMENTS AVAILABLE TO THE PUBLIC	FORM 990, PART VI, LINE 19	board-approved financial statements are made available to the public upon request. the governing documents and conflict of interest policy are not made available to the general public at this time.
COMPENSATION ARRANGEMENT	FORM 990, PART VII, SECTION A	HOSPITAL SISTERS HEALTH SYSTEM EMPLOYS THE MANAGEMENT/OFFICERS OF THE VARIOUS ENTITIES WHICH ARE CENTRALLY SUPPORTED FOR THE BENEFIT OF THE THIRTEEN HOSPITALS IT SPONSORS.
POOLED INVESTMENT FUND	FORM 990, PART X, LINE 11	HSSI CASH RESERVES ARE INVESTED IN A POOLED INVESTMENT ACCOUNT. PARTICIPATION IN THE POOLED FUND IS LIMITED TO THE 501(C)(3) HOSPITALS AND RELATED HEALTH SERVICES ORGANIZATIONS SPONSORSED BY HSHS. THE POOLED ACCOUNT CONSISTS OF CASH, EQUITY AND DEBT SECURITIES that are publicly traded. IN ACCORDANCE WITH THE PROVISIONS OF SFAS NO. 124 "ACCOUNTING FOR CERTIAN INVESTMENTS HELD BY NOT-FOR-PROFIT ORGANIZATIONS," INVESTMENTS IN EQUITY SECURITIES WITH READILY DETERMINABLE VALUES AND ALL INVESTMENTS IN DEBT SECURITIES ARE REPORTED AT FAIR VALUE ON THE BALANCE SHEET. INCOME, REALIZED AND UNREALIZED GAINS AND LOSSES ARE NOT IDENTIFIED TO THE PARTICIPANTS.
OTHER CHANGES IN NET ASSETS OR FUND BALANCES	FORM 990, PART XI, LINE 5	UNREALIZED LOSSES (23,383) TRANSFER FROM RELATED ENTITY 6,588,901 --------- Total other changes in net assets or fund balances 6,565,518 =========
DESCRIPTION OF PURPOSE OF TAX-EXEMPT BONDS	FORM 990, SCHEDULE K	Hospital Sisters Services, Inc. (HSSI) and its 13 Hospital affiliates are included in the HSSI - Obligated Group. Under the terms of the Obligated Group Master Trust Indenture, each member of the Obligated Group is jointly and severally liable for all obligations issued thereunder. The tax exempt bonds are issued by Illinois Finance Authority and Wisconsin health and Educational facilities authority on behalf of HSSI and then allocated to the 13 Hospitals for reporting on the balance sheet. The bonds are reported on Schedule K of the HSSI return for the entire obligated group. The following detail describes the purpose of each tax exempt bond as used for the entire obligated group. Wisconsin Health and Educational Facilities Authority - CUSIP 97710VRF7, 97710V2Q0, 97710BB74 - The proceeds of the Prior Bonds and the Reissued Bonds were loaned to one or more of the Borrowers and were used to finance or refinance health care facilities of the Borrowers including: (1) the construction of a 24,000 square foot outpatient center at 2661 County Highway I, Chippewa Falls, Wisconsin and the renovation of the front entrance, the first floor and the third floor of the main hospital, the expansion of the surgery department and the radiology department and the relocation of the intensive care unit and the obstetrics/maternity department at St. Joseph's, a 217 bed hospital located in Chippewa Falls, Wisconsin, (2) the completion of the 16,000 square foot renovation of the radiology department, the 15,000 square foot renovation and expansion of the emergency medical and trauma center, the 20,000 square foot renovation and expansion of surgical services, the renovation and upgrade of multiple floors of a patient bed tower, the renovation and upgrade to the mechanical and electrical infrastructure, including a storm water system upgrade and the replacement of the roof at Sacred Heart, a 344 bed hospital located in Eau Claire, Wisconsin, (3) the 11,000 square foot expansion of the cardiac catheterization laboratory, the construction of a 7,000 square foot operating room, the 79,000 square foot expansion of the west side of the main hospital and the renovation of the outpatient nursing center and pharmacy at St. Mary's, a 158 bed hospital located in Green Bay, Wisconsin, (4) the 77,500 square foot addition and renovation of the surgery department, the 15,000 square foot expansion of the heart center, and renovation of the pharmacy, the second floor rehabilitation department and the fifth floor and intensive care unit, the replacement of windows on the second through tenth floors of a patient bed tower, the construction of a parking ramp and the renovation of related areas at St. Vincent, a 547 bed hospital located in Green Bay, Wisconsin, and (5) the renovation of the radiology department and intensive care unit at St. Nicholas, a 185 bed hospital located in Sheboygan, Wisconsin.
DESCRIPTION OF PURPOSE OF TAX-EXEMPT BONDS (CONTINUED)	FORM 990, SCHEDULE K, PART I	Illinois Finance Authority - CUSIP # 45200P2X8, 45200BX94 - The proceeds of the Prior Bonds and the Reissued Bonds were loaned to one or more of the Borrowers and were used to finance or refinance health care facilities of the Borrowers, including: (i) various equipping projects and facility renovations, the renovation and equipping of a cardiac catheterization lab, the 28,000 square foot expansion of the intensive care unit and ancillary departments, the construction of a 110,000 square foot parking structure and the construction and renovation of the surgery department at St. Elizabeth's, a 506 bed hospital located in Belleville, Illinois, (ii) various equipping projects, the construction of a 26,132 square foot outpatient facility, the acquisition of a portion of the existing facilities, the construction of a parking lot and emergency room, the renovation and expansion of the laboratory, surgery department, billing office and registration area and the renovation of the physical therapy department, diagnostic imaging department, medical and surgical unit, dining area and nursing department at St. Joseph's Breese, an 85 bed hospital located in Breese, Illinois, (iii) various equipping projects, the purchase of an MRI unit, the replacement of an approximately 386 space surface parking lot, the expansion and renovation of the emergency department and the renovation of the infrastructure, intensive care unit, medical and surgical unit, rehabilitation department and ancillary departments, and the radiology department at St. Mary's Decatur, a 371 bed hospital located in Decatur, Illinois, (iv) various equipping projects and facility renovations, the expansion, renovation and equipping of a cardiac services building, the renovation of the maternity department, patient floors, and surgery facility, the construction of a facility for outpatient surgery and for the emergency room at St. Anthony's, a 146 bed hospital located in Effingham, Illinois, (v) various equipping projects, the expansion and renovation of the emergency department, and the renovation of the operating room and the medical and surgical unit at St. Francis, a 182 bed hospital located in Litchfield, Illinois, (vi) various equipping projects, the renovation of the surgery department, nursing department, cardiac rehabilitation department, mammography department, roof, cafeteria, infrastructure of a patient bed tower, intensive care unit, critical care unit and medical and surgical unit and certain other facility renovations, the replacement of a parking ramp and the construction of a parking lot at St. John's, a 733 bed hospital located in Springfield, Illinois and (vii) the renovation of the emergency and maternity departments at St. Mary's Streator, a 251 bed hospital located in Streator, Illinois. Illinois Finance Authority - CUSIP # 45200PZX8 - Pay or reimburse the Borrowers for the costs of acquiring, constructing, renovating, remodeling and equipping certain health care facilities of the Borrowers at the addresses listed below, including without limitation: (1) the renovation and equipping of a cardiac catheterization lab and construction of a new surgery department at St. Elizabeth's, a 506 bed hospital located in Belleville, Illinois, (2) the purchase of an MRI unit, the replacement of an approximately 386 space surface parking lot and the renovation of the radiology department at St. Mary's, a 371 bed hospital located in Decatur, Illinois, (3) various equipping projects and facility renovations and the expansion, renovation and equipping of a cardiac services building at St. Anthony's, a 146 bed hospital located in Effingham, Illinois, (4) various equipping projects and facility renovations at St. Francis, a 182 bed hospital located in Litchfield, Illinois, (5) the purchase of capital equipment, the renovation of the surgery department and the construction of an approximately 90,000 square foot administrative services building on the hospital campus of St. John's, a 731 bed hospital located in Springfield, Illinois, and (6) the renovation of the emergency and maternity departments at St. Mary's Streator, a 251 bed hospital located in Streator, Illinois. Illinois Finance Authority - CUSIP # 45200BX37 - pay or reimburse the Borrowers for the costs of acquiring, constructing, renovating, remodeling and equipping certain health facilities of the Borrowers, including necessary and attendant equipment, facilities, sitework and utilities thereto, at the addresses listed below, including without limitation: (1) the 28,000 square foot expansion of the intensive care unit and ancillary departments at 211 South Third Street, Belleville, Illinois, the renovation of the surgery department and the rehabilitation and sports medicine department and the construction of a 110,000 square foot parking structure at 220 West Lincoln Street, Belleville, Illinois, all as part of St. Elizabeth's, a 506 bed hospital located in Belleville, Illinois, (2) the construction of a 26,132 square foot outpatient facility at 14160 Jamestown Road, Breese, Illinois, and the renovation of ancillary departments at St. Joseph's Breese, an 85 bed hospital located in Breese, Illinois, (3) the expansion and renovation of the emergency department and the renovation of the intensive care unit, medical and surgical unit, rehabilitation department and ancillary departments at St. Mary's Decatur, a 371 bed hospital located in Decatur, Illinois, (4) various equipping projects and facility renovations and the renovation of the diagnostic imaging department and the medical and surgical unit at St. Anthony's, a 146 bed hospital located in Effingham, Illinois, (5) the expansion and renovation of the emergency department and the renovation of the operating room and the medical and surgical unit at St. Francis, a 182 bed hospital located in Litchfield, Illinois, (6) the purchase of capital equipment, the renovation of the infrastructure of a patient bed tower, the intensive care unit and the critical care unit and the medical and surgical unit and the replacement of a parking ramp at St. John's, a 731 bed hospital located in Springfield, Illinois, (7) a 345 square foot expansion and renovation of the front lobby at 1515 Main Street, Highland, Illinois and the renovation of the ancillary departments, all at St. Joseph's Highland, a 106 bed hospital located in Highland, Illinois and (8) various equipping projects and facility renovations at St. Mary's Streator, a 251 bed hospital located in Streator, Illinois.
SUPPLEMENTAL TAX-EXEMPT BOND INFORMATION	FORM 990, SCHEDULE K, PART I	ROW A CONSISTS OF THE FOLLOWING BONDS: 1. WISCONSIN HEALTH & EDUCATIONAL FACILITIES AUTHORITY HAS AN EIN OF 39-1337855 AND CUSIP NUMBERS OF 97710BB74 AND 97710V2R8. IT WAS ISSUED ON JUNE 17, 2008 AND HAS AN ISSUE PRICE OF $61,750,000. 2. ILLINOIS FINANCE AUTHORITY HAS AN EIN OF 86-1091967 AND CUSIP NUMBERS OF 45200FLG2 AND 45200BX94. IT WAS ISSUED ON JUNE 17, 2008 AND HAS AN ISSUE PRICE OF $227,835,000. ROW B CONSISTS OF THE FOLLOWING BONDS: 1. ILLINOIS FINANCE AUTHORITY HAS AN EIN OF 86-1091967 AND A CUSIP NUMBER OF 45200P2X8. IT WAS ISSUED ON JUNE 17, 2008 AND HAS AN ISSUE PRICE OF $65,550,000 2. WISCONSIN HEALTH & EDUCATIONAL FACILITIES AUTHORITY HAS AN EIN OF 39-1337855 AND A CUSIP NUMBER OF 97710VRF7. IT WAS ISSUED ON JUNE 17, 2008 AND HAS AN ISSUE PRICE OF $69,850,000. 3. WISCONSIN HEALTH & EDUCATIONAL FACILITIES AUTHORITY HAS AN EIN OF 39-1337855 AND A CUSIP NUMBER OF 97710V2Q0. IT WAS ISSUED ON JUNE 17, 2008 AND HAS AN ISSUE PRICE OF $76,750,000. ROW C CONSISTS OF THE FOLLOWING BONDS: 1. WISCONSIN HEALTH & EDUCATIONAL FACILITIES AUTHORITY HAS AN EIN OF 39-1337855 AND A CUSIP NUMBER OF 97710V2Q0. IT WAS ISSUED ON MARCH 13, 2007 AND HAS AN ISSUE PRICE OF $76,750,000. 2. ILLINOIS FINANCE AUTHORITY HAS AN EIN OF 86-1091967 AND A CUSIP NUMBER OF 45200BX37. IT WAS ISSUED ON MARCH 6, 2007 AND HAS AN ISSUE PRICE OF $75,635,104.
PROCEEDS AND ISSUANCE COSTS	FORM 990, SCHEDULE K, PART II	LINE 7A COLUMN A: CONSISTS OF 2008A, 2008B, 2007B2 AND 2007C WITH AN UNDERWIRTER'S DISCOUNT OF $276,790 AND OTHER COSTS OF $571,030 FOR A TOTAL OF 847,820. COLUMN B: DOES NOT HAVE ANY ISSUANCE COSTS COLUMN C: CONSISTS OF 2007A AND 2007B1 WITH insurance costs of $1,309,308. LINE 12 HSSI HAS RECEIVED PROJECT FUND EXTENSIONS THROUGH DECEMBER, 2012.
AFFILIATED HEALTH SYSTEM		HOSPITAL SISTERS SERVICES, INC. is an affiliate of Hospital Sisters Health System (HSHS), a health care ministry that includes 13 hospitals, scores of community-based health centers and clinics, and more than 2,000 physician partners across Illinois and Wisconsin. The Mission of HSHS is to reveal and embody Christ's healing love for all people through our high quality Franciscan health care ministry. We live our Mission by healing those who seek our care, as well as through our Community Benefit initiatives. Working collaboratively with others in the 12 communities we serve, our Community Benefit efforts are successfully expanding access to care, improving the health status of residents, and furthering medical education and knowledge. Across HSHS, we collectively provided $174.2 million in Community Benefits (or 9.7% of total hospital expenses) in FY2012. Included in this amount was $43.1 million provided for Charity Care and $97.9 million for unreimbursed care provided under the Medicaid program. In addition, HSHS hospitals committed significant resources to care for Medicare patients. The cost of providing services to primarily elderly beneficiaries of the Medicare program - in excess of governmental and managed care contract payments - was $168.4 million. HSHS hospitals also recorded $106.6 million in uncollectible accounts. Beyond the dollars invested in our Community Benefit programs, HSHS also continues to reinvest any surplus revenue from operations and investments into new medical technology, facility infrastructure and health care services in our communities. By doing do, we ensure we are able to meet the ongoing demand for high quality, efficient and easily accessible health care. Recognizing that the health care delivery model in the U.S. is evolving, HSHS remains focused on implementing our Care Integration strategy. Care Integration coordinates the delivery of care around the needs of each patient. During FY2012, we made significant progress with this strategy as we further implemented interoperable health information technologies, expanded the number of Medical Homes, and strengthened our alignment with physicians. Greater access to care: As a Franciscan health care ministry, HSHS is deeply committed to serving those who are most in need. We not only provide care to every patient who walks through our doors, but also reach out beyond the walls of our hospitals and clinics to care for the individual. Our efforts to ensure residents in the communities we serve receive the right care at the right time often involve partnering with others to achieve this goal. Across our two-state system, there are numerous examples of HSHS collaborating with other organizations to enhance access to care for those in need. In western Wisconsin, St. Joseph's Hospital in Chippewa Falls works closely with the Chippewa Health Improvement Partnership (CHIP) to support the Open Door Clinic. The free medical clinic provides health care for those without insurance coverage. This past year, the clinic received a total of 2,216 patient visits, a 25% increase from the prior year. With more than 150 individuals volunteering, the clinic provided over 6,500 hours (including 700 physician hours and 1,500 nursing hours) of service to individuals. The Open Door Clinic is an example of HSHS providing leadership and support to a community-based program designed to meet the needs of those less fortunate. In northeastern Wisconsin, St. Vincent Hospital in Green Bay supports patient care for the uninsured at the NEW Community Clinic by paying a nurse's salary and offering free and discounted laboratory and radiology services. More than 70% of patients who use the clinic report the care they received helped keep them out of the Emergency Department. St. Nicholas Hospital in Sheboygan proactively reaches out to local Hmong and Hispanic organizations to ensure these populations can participate in free screenings and health education programs. Through this ongoing outreach initiative, St. Nicholas engaged more than 350 people last year, and in many cases was able to identify critical health conditions early and provide appropriate follow-up care. A Woman's Place at St. Mary's Hospital Medical Center in Green Bay reaches out to Hispanic neighbors to provide health and wellness education, health screenings, resources and referral services. Last year A Woman's Place touched the lives of more than 7,000 women through health screenings, educational events, classes and its resource center. In southeast Illinois, area residents can get help filling a prescription through the long-term collaboration between St. Anthony's Memorial Hospital in Effingham and Catholic Charities. Last year, St. Anthony's helped underwrite the cost of prescription medications for more than 430 residents. In southwest Illinois, St. Joseph's Hospital in Highland recognized many rural residents did not have a reliable means of transportation and partnered with generous individuals in the community to offer a free transportation service. The "Friends' Van," fully supported by the Friends of St. Joseph's Hospital, provides free rides to medical, dental and other personal appointments within a 20-mile radius of Highland. In FY2012, the Friends Van transported 2,050 individuals for a total of 12,561 miles. In addition to programs such as these, HSHS makes sure that those who need financial assistance for care receive it. Our Charity Care program covers 100% of hospital charges for individuals and families who earn less than 200% of the federal poverty level. HSHS Charity Care programs have a sliding scale, in some instances providing up to a 60% discount on charges for those earning up to 600% of the federal poverty level. Counselors are available in our hospitals to explain our charity care policies to patients, provide them with assistance in filling out a simple application form, or help them enroll in publicly funded health care programs.
affiliated health system continued		Better community health: As part of our mission to embody Christ's healing love, we understand that we have a responsibility to improve the overall quality of life in our communities by supporting initiatives that promote health and wellness. We recognize we are most successful when we work together with a wide array of public and private organizations that share our commitment to improving lives. By doing so, we maximize our efforts and reduce the duplication of services. HSHS hospitals also understand we need to listen closely to the residents of the communities we serve to ensure the health care needs of all are being met. To that end, each of our 13 hospitals completed Community Health Needs Assessments (CHNA) during FY2012. The information gathered from these assessments is being used to help us develop new, and enhance existing, programs and services that best address the needs of the community. Among the many priority needs identified from the CHNAs include metabolic and cardiovascular disease management, adequate food and nutrition, and mental health. HSHS hospitals are addressing these and other needs by proactively offering educational opportunities, preventative screenings, and new or enhanced clinical services. To address metabolic disease management, St. Francis Hospital in Litchfield, Illinois, partners with Montgomery County Health Department to provide screening for diabetes and renal disease. St. Francis Hospital teams up with Macoupin County Health Department to provide Diabetes Self-Management classes. St. Joseph's Hospital in Breese, Illinois coordinates several community education seminars and health fairs on cardiovascular disease and healthy eating each year. Over 3,000 residents participated in these health events last year. Recognizing the importance of proper food and nutrition to overall health, St. John's Hospital in Springfield initiated the Destination Dinner program which teaches families how to cook healthy, from-scratch meals, and eat together as a family. Families meet quarterly to learn new cooking skills. They also learn how to prepare a meal for a family of four on a budget of $8.00. In addition to raising awareness about how to eat healthy on a limited budget, the program brings families together around the dinner table, which research shows promotes healthy relationships, increased academic performance and decreased risk for substance abuse and risky sexual behavior. Sacred Heart Hospital in Eau Claire, Wisconsin addressed the need for access to mental health services for children and adolescents by opening an outpatient behavioral health clinic. Sacred Heart has also adopted screening tools for behavioral and mental health risk factors for use at affiliated clinics. The goal is to better identify mental health issues and provide earlier intervention. Sacred Heart Hospital is also working with the Chippewa Valley Free Clinic (CVFC) to develop expanded provider coverage for CVFC patients who require mental health services. St. Mary's Hospital in Streator, Illinois recognized the importance of addressing the psychosocial needs of patients with complicated or serious illnesses. As a result, the hospital developed a supportive care team that includes a physician, nurse, social worker, and chaplain. Working together, the team identifies patient and family goals to manage symptoms. The service is offered free of charge and includes time intensive patient-family communication, and symptom management for pain, anxiety, nausea, difficulty breathing, appetite loss, emotional distress and sleep disturbances. Expanded medical knowledge: HSHS works to advance medical knowledge by supporting research initiatives and educational opportunities. In Fiscal Year 2012, HSHS hospitals and affiliated physician groups contributed more than $16.2 million toward research and education. Examples of this commitment include studying the impact telemedicine has improving care and reducing unplanned readmissions for patients with Congestive Heart Failure, subsidizing medical school residency programs, offering ongoing medical education to physicians and clinicians, and providing job shadowing programs for high school students. Examples of this commitment include St. John's College in Springfield, which offers the last two years of the baccalaureate degree in nursing, as well as continuing education programs for nurses and health professionals St. Elizabeth's Hospital in Belleville, Illinois has students from local community colleges and universities participate in a variety of clinical training programs, including nursing, behavioral health and radiology. In FY2012, 744 area students participated in over 93,000 hours of clinical education. Staff at St. Elizabeth's provided 10,732 hours of mentoring, valued at over $485,000. Colleagues at St. Mary's Hospital in Decatur, Illinois share their knowledge with the community through training programs for local paramedics and first responder groups, as well as CPR classes for the general public. St. Mary's partners with the Decatur Fire Department Prevention Bureau to organize a Junior Fire Cadet program. The program is open to Decatur area youth between ages 8-17 and participants learn about fire safety, first aid, conflict resolution and other life skills. Higher level of care: HSHS's Community Benefit initiatives are a vital part of our overall Mission. We believe that through our work to create greater access to care, better community health, and expanded medical knowledge, we made a positive difference in the lives of tens of thousands of people during Fiscal Year 2012. Our commitment to Community Benefit stems from the Franciscan and Catholic values shared by our 14,000 colleagues in Wisconsin and Illinois. There is still more to do and we remain dedicated to continuously improve upon our Community Benefit work so that we can help more people live healthier lives.
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER MARY MORIN, OSF TITLE:BOARD MEMBER HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER MARYANN FALBE, OSF TITLE:BOARD MEMBER HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JOHN E. STAUDT TITLE:BOARD MEMBER HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER MAUREEN O'CONNOR, OSF TITLE:SECRETARY HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER MARY ANN MINOR, OSF TITLE:CHAIRPERSON HOURS:3
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER MARY MOLLISON, CSA TITLE:VICE CHAIRPERSON HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER BERNICE COREIL, DC TITLE:BOARD MEMBER HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:JOHN R. COMBES, M.D. TITLE:BOARD MEMBER HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:STEPHEN J. BOCHENEK TITLE:Board Member HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:MARY STARMANN-HARRISON TITLE:President & CEO HOURS:60
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:ROBERT B. ATWELL TITLE:Board Member HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:STEVEN A. HASSEBROCK TITLE:Board Member HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:SISTER GERTRUDE O'CONNOR, OSF TITLE:Board Member HOURS:2
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:ANN M. CARR TITLE:TREASURER HOURS:60
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:MICHAEL W. COTTRELL TITLE:CFO HOURS:60
HOURS DEVOTED FOR RELATED ORGANIZATION	FORM 990 PART VII	NAME:LAWRENCE SCHUMACHER TITLE:COO HOURS:60

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2011

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

2011

Open to Public Inspection

Name of the organization

HOSPITAL SISTERS SERVICES INC

Employer identification number

37-1163402

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
(1) SPRINGFIELD HEALTH PARTNERS LLC 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1364419	HEALTHCARE	IL	0	0	HSHS MG
(2) Kiara Clinical Integration Network LLC 4936 Laverna ROAd Springfield,IL62707 26-1417684	HealthCare	IL	-1,434,727	9,420,153	NA
(3) PHYSICIANS CLINICAL INTEGRATION NETWORK 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1668647	HEALTHCARE	IL	-987,686	643,991	KCIN

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) HOSPITAL SISTERS HEALTH SYSTEM 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1058692	HEALTHCARE	IL	501(C)(3)	11A	NA		No
(2) HOSPITAL SISTERS OF ST FRANCIS FDTN 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1186514	HEALTHCARE	IL	501(C)(3)	11A	NA	Yes
(3) HSHS SELF INSURANCE TRUST FUND 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1120626	INSURANCE	IL	501(C)(3)	11A	NA	Yes
(4) HSHS HEALTH CARE PLAN TRUST FUND 4936 LAVERNA ROAD SPRINGFIELD,IL62707 37-1137724	HEALTHCARE	IL	501(C)(3)	N/A	NA	Yes
(5) HOSPITAL SISTERS HEALTHCARE WEST INC 2661 COUNTY HIGHWAY I CHIPPEWA FALLS,WI54729 51-0157933	HEALTHCARE	WI	501(C)(3)	11A	NA	Yes
(6) SACRED HEART HOSPITAL 990 WEST CLAIREMONT AVENUE EAU CLAIRE,WI54701 39-0807060	HEALTHCARE	WI	501(C)(3)	3	NA	Yes
(7) ST ANTHONY'S HOSPITAL 503 N MAPLE STREET EFFINGHAM,IL62401 37-0661233	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(8) ST ELIZABETH'S HOSPITAL 211 SOUTH THIRD STREET BELLEVILLE,IL62220 37-0663567	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(9) ST NICHOLAS HOSPITAL 3100 SUPERIOR AVENUE SHEBOYGAN,WI53081 39-0808480	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(10) ST JOHN'S HOSPITAL 800 EAST CARPENTER STREET SPRINGFIELD,IL62769 37-0661238	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(11) ST JOSEPH'S HOSPITAL 9515 HOLY CROSS LANE BREESE,IL62230 37-1208459	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(12) ST JOSEPH'S HOSPITAL 2661 COUNTY HIGHWAY 1 CHIPPEWA FALLS,WI54729 39-0810545	HEALTHCARE	WI	501(C)(3)	3	NA	Yes
(13) ST MARY'S HOSPITAL 1800 E LAKE SHORE DRIVE DECATUR,IL62521 37-0661244	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(14) ST MARY'S HOSPITAL 111 SPRING STREET STREATOR,IL61364 36-2169181	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(15) ST MARY'S MEDICAL CENTER 1726 SHAWANO AVENUE GREEN BAY,WI54303 39-0818682	HEALTHCARE	WI	501(C)(3)	3	NA	Yes
(16) ST VINCENT HOSPITAL 835 S VAN BUREN GREEN BAY,WI54301 39-0817529	HEALTHCARE	WI	501(C)(3)	3	NA	Yes
(17) ST JOSEPH'S HOSPITAL 1515 MAIN STREET HIGHLAND,IL62249 37-0663568	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(18) ST FRANCIS HOSPITAL 1215 FRANCISCAN DRIVE LITCHFIELD,IL62056 37-0661236	HEALTHCARE	IL	501(C)(3)	3	NA	Yes
(19) HSHS MEDICAL GROUP INC 3215 Executive Park Drive SPRINGFIELD,IL62703 26-3956318	HEALTHCARE	IL	501(C)(3)	11A	NA	Yes
(20) HSHS WISCONSIN MEDICAL GROUP INC 3215 Executive Park Drive springfield,IL62703 26-4515959	HEALTCARE	WI	501(C)(3)	11A	NA	Yes
(21) ORANGE CROSS AMBULANCE INC 919 ASHLAND AVENUE SHEBOYGAN,WI54301 39-1860942	HEALTHCARE	WI	501(C)(3)	9	ST NICHOLAS	Yes
(22) WISCONSIN UPPER PENINSULA ONCOLOGY MGMT 835 S VAN BUREN GREEN BAY,WI54301 39-1677100	HEALTHCARE	WI	501(C)(3)	3	ST VINCENT	Yes
(23) UNITY LIMITED PARTNERSHIP 2366 OAK RIDGE CIRCLE DE PERE,WI54115 39-1750729	HEALTCARE	WI	501(C)(3)	9	NA	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2011

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) Memorial and St Elizabeth's Healthcare 4000 North Illinois Street Swansea,IL62226 37-1312961	HealthCare	IL	St Elizabeth's	Related	2,200,182	8,475,835		No	0		No	50.000 %
(2) Prairie Heart Institute - Carbondale 800 East Carpenter Street Springfield,IL62769 37-1321197	HealthCare	IL	St John's	Related	0	0		No	0		No	0 %
(3) Northeast Wisconsin Radiation Therapy Se 1821 S Webster Avenue STE 300 Green Bay,WI543079047 26-3749065	HealthCare	WI	NA	Related	438,615	3,757,018		No	0	Yes		50.000 %
(4) Pain Center of Wisconsin 4131 W Loomis Road STE 300 Greenfield,WI53221 26-3155343	HealthCare	WI	St Vincent	Related	3,153,762	3,085,388		No	0	Yes		50.000 %
(5) Surgery Center of Sheboygan LLC 3141 Saemann AveNUE Sheboygan,WI53081 26-0822209	HealthCare	WI	St Nicholas	Related	661,480	1,585,809		No	0		No	50.000 %
(6) Prevea Ventures LLC 2710 EXECUTIVE DRIVE Green Bay,WI54304 20-3775127	HealthCare	WI	NA	Related	0	0		No	0	Yes		50.000 %
(7) Carpenter Street Hotel LLC	Hotel	IL	Lasante Inc	Related	0	0		No	0		No	0 %
(8) Springfield Urgent Care Real Estate	Rent Real Est	IL	Lasante Inc	Related	0	0		No	0		No	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)	(h) Percentage ownership
(1) Kiara Inc 4936 Laverna ROAd Springfield,IL62707 37-1163401	HealthCare	IL	HSHS	C Corp	0 %
(2) LaSante Wisconsin Inc 4936 Laverna ROAd Springfield,IL62707 39-1572196	HealthCare	IL	Kiara Inc	C Corp	0 %
(3) LaSante Inc 4936 Laverna ROAd Springfield,IL62707 37-1163400	HealthCare	IL	Kiara Inc	C Corp	0 %
(4) Prairie Cardiovascular 619 East Mason STE 4P57 Springfield,IL62701 37-1071858	HealthCare	IL	Kiara Inc	C Corp	0 %
(5) Prevea Health Services 2710 EXECUTIVE DRIVE Green Bay,WI54304 39-1839351	HealthCare	WI	NA	C Corp	50.000 %
(6) Prevea Clinic Inc 2710 EXECUTIVE DRIVE Green Bay,WI54304 39-1839349	HealthCare	WI	NA	C Corp	50.000 %
(7) Prevea Health Network 2710 EXECUTIVE DRIVE Green Bay,WI54304 39-2000537	HealthCare	WI	NA	C Corp	50.000 %
(8) Renaissance Quality Insurance 98-0669953	Insurance	CJ	HSSI	C Corp	100.000 %

Schedule R (Form 990) 2011

Page 3

Part V

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

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

Yes

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

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

Yes

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

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

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

Yes

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

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

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

h Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

m Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

Yes

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

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) prevea clinic inc	d	21,800,000	fmv
(2) prevea ventures llc	d	2,420,000	fmv
(3) kiara clinical integration network	r	5,088,901	fmv
(4) physicians clinical integration network	r	1,500,000	fmv
(5)
(6)

Schedule R (Form 990) 2011

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

Schedule R (Form 990) 2011

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
TRANSACTIONS WITH RELATED ENTITIES	schedule r, part v, line 2	the transactions reported in question 1 are between related 501(c)(3) public charities and are not reported in this section.

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: TO PROMOTE AND SUPPORT, DIRECTLY OR INDIRECTLY, BY DONATION, LOAN, OR OTHERWISE, THE INTERESTS AND PURPOSES OF THE HOSPITAL SISTERS OF THE 3RD ORDER OF ST. FRANCIS.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a).....	3	11
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	10
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ...	5	0
6	Total number of volunteers (estimate if necessary) ....	6	10
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	188,676
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	-460,848

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	0	4,053,459
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	40,434	27,399
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	3,585,509	131,445
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	3,625,943	4,212,303
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	0	0
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)....	21,398	9,389,539
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	21,398	9,389,539
19	Revenue less expenses. Subtract line 18 from line 12.......	3,604,545	-5,177,236
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	7,371,258	27,466,526
21	Total liabilities (Part X, line 26).............	740,681	19,447,667
22	Net assets or fund balances. Subtract line 21 from line 20.....	6,630,577	8,018,859

Sign Here

	Signature of officer	Date

	Type or print name and title.


4a	(Code: ) (Expenses $ 9,189,220 including grants of $ 0 ) (Revenue $ 4,053,459 )
	HOSPITAL SISTERS SERVICES, INC. (HSSI) is the parent organization for various incorporated ministry organizations whose sole corporate member is hospital sisters health system (HSHS). ALL EXPENSES INCURRED ASSIST IN ACHIEVING THE PRIMARY EXEMPT PURPOSE OF HOSPITAL SISTERS SERVICES, INC. WHICH IS AS FOLLOWS: HSSI SERVES AS THE Channel FOR TAX EXEMPT DEBT FINANCING FOR THE 501(C)(3) AFFILIATED HOSPITALS LISTED ON SCHEDULE R. Kiara Clinical Integration Network (KCIN) and Physicians Clinical Integration Network (PCIN) are newly acquired disregarded entities of HSSI. PCIN organizes, maintains, and operates for charitable, religious, educational and scientific purposes a program of clinical integration among health care providers designed to improve the quality of and access to, and control the cost of, health care for the patients and populations served by the 501(c)(3) hospitals and affiliated organizations of HSSI. All costs incurred except those detailed on the Form 990-T relate to advancing this purpose. KCIN exists to directly or indirectly create and provide a platform for storage, use and exchange of health information, provide leadership in the assemblage and use of health information and provide for the exchange of health information amongst authorized persons, and otherwise conduct, engage in, develop, arrange for, or support programs, relationships, systems, processes and infrastructure so as to improve the quality of and access to, and control the cost of, health care for patients of the affiliated 501(c)(3) hospitals of HSSI. All costs incurred except those detailed on the Form 990-T relate to advancing this purpose.

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$ 9,189,220

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	0	3,311,795	879,670

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) STEPHANIE S MCCUTCHEON PRESIDENT & CEO - Previous	0.0	X	0	841,644	0

(A) Name and business address	(B) Description of services	(C) Compensation





2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 0

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

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			0
			Business Code
2a	ALLSCRIPTS			1,803,459	1,614,864	188,595
b	MEDICITY			2,250,000	2,250,000
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			4,053,459
3	Investment income (including dividends, interest
	and other similar amounts).....			12,576			12,576
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties............			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss)..........			14,823			14,823
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..			0
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...			0
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..			0
Miscellaneous Revenue			Business Code
11a	MISCELLANEOUS REVENUE			131,445		81	131,364
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			131,445
12	Total revenue. See Instructions....			4,212,303	3,864,864	188,676	158,763


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			1,005	1	543,397
2	Savings and temporary cash investments .......			0	2	0
3	Pledges and grants receivable, net .........			0	3	0
4	Accounts receivable, net .........			56,274	4	449,073
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........			0	5	0
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 ..........			0	6	0
7	Notes and loans receivable, net .............			0	7	10,002,251
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ............			0	9	460,635
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	43,772
b	Less: accumulated depreciation. .....	10b	3,271	0	10c	40,501
11	Investments—publicly traded securities ..........			388,017	11	918,379
12	Investments—other securities. See Part IV, line 11 ......			0	12	0
13	Investments—program-related. See Part IV, line 11 ..			6,185,281	13	6,185,282
14	Intangible assets .........			0	14	8,226,495
15	Other assets. See Part IV, line 11 ...........			740,681	15	640,513
16	Total assets. Add lines 1 through 15 (must equal line 34)...			7,371,258	16	27,466,526
17	Accounts payable and accrued expenses .			0	17	3,660,290
18	Grants payable ..........			0	18	0
19	Deferred revenue ..........			740,681	19	2,287,377
20	Tax-exempt bond liabilities ..........			0	20	0
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........			0	22	0
23	Secured mortgages and notes payable to unrelated third parties ..			0	23	10,000,000
24	Unsecured notes and loans payable to unrelated third parties ....			0	24	0
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.....			0	25	3,500,000
26	Total liabilities. Add lines 17 through 25.....			740,681	26	19,447,667
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....			6,630,577	27	8,018,859
28	Temporarily restricted net assets .....			0	28	0
29	Permanently restricted net assets .....			0	29	0
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances .....			6,630,577	33	8,018,859
34	Total liabilities and net assets/fund balances .....			7,371,258	34	27,466,526