TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
Essentia Health

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
502 E 2nd St
Suite

Room/suite

City or town, state or country, and ZIP + 4
Duluth, MN55805

D Employer identification number

20-0360007

E Telephone number

G Gross receipts $ 76,882,894

F Name and address of principal officer:
Peter Person MD
502 E 2nd St
Duluth,MN55805

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.essentiahealth.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 2003

M State of legal domicile: MN

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: We are called to make a healthy difference in people's lives.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	8
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	38
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	-479
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	-479

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	978,146	0
9	Program service revenue (Part VIII, line 2g) .........	73,839,952	79,312,482
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,849,953	279,702
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	102,105
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	76,668,051	79,694,289
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	231,318	390,766
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)	2,349,470	54,170,295
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–24e)....	57,199,457	17,331,076
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	59,780,245	71,892,137
19	Revenue less expenses. Subtract line 18 from line 12.......	16,887,806	7,802,152
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	128,318,534	257,198,745
21	Total liabilities (Part X, line 26).............	70,276,715	185,723,693
22	Net assets or fund balances. Subtract line 21 from line 20.....	58,041,819	71,475,052

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: WE ARE CALLED TO MAKE A HEALTHY DIFFERENCE IN PEOPLE'S LIVES.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 20,293,798 including grants of $ 390,766 ) (Revenue $ 79,312,482 )
	See schedule O

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












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












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses20,293,798

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

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

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I Click to see attachment

..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II Click to see attachment

........

Yes

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III Click to see attachment

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

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I Click to see attachment

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

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

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

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV Click to see attachment

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

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

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

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII Click to see attachment

.......

11c

Yes

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX Click to see attachment

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

11d

Yes

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

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

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII Click to see attachment

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

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................ Click to see attachment

24a

Yes

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M..

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

Yes

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

35b

Yes

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2............. Click to see attachment

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

670

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?...

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

Yes

If "Yes," enter the name of the foreign country: MediumBullet

CJ
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

ROBERT NORMAN502 E 2ND STDuluthMN55805 (218) 786-3178

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) Richard Blair........................................................................ Board Chair	6.0 .......................1.0	X	X	40,000	0	0
(2) Laura Boehlke-Bray MD........................................................................ Board Director	4.0 .......................56.0	X		26,500	206,647	23,410
(3) Terrence Clark MD........................................................................ Board Director THRU 12/12	2.0 .......................58.0	X		0	201,574	42,341
(4) Lori Collard........................................................................ Board DIRECTOR	2.0 .......................1.0	X		9,572	52,793	1,559
(5) Joel Haugen MD........................................................................ Board Director	3.0 .......................57.0	X		15,000	259,914	41,982
(6) Neal Hessen........................................................................ Board Director	4.0 .......................2.0	X		35,175	0	0
(7) Sister Kathleen Hofer........................................................................ Board Secretary	3.0 .......................12.0	X	X	0	0	0
(8) Walter Leino MD........................................................................ Board Director THRU 12/12	4.0 .......................0.0	X		25,000	0	0
(9) James Seitz........................................................................ Board Director	4.0 .......................0.0	X		20,750	0	0
(10) Sister Clare Marie Trettel........................................................................ Board Director THRU 12/12	3.0 .......................0.0	X		0	0	0
(11) Dean Ager........................................................................ Board Director	4.0 .......................0.0	X		25,000	0	0
(12) James Anderson........................................................................ BOARD VICE CHAIR	3.0 .......................6.0	X	X	21,000	0	0
(13) Peter Dunphy MD........................................................................ Board Director	3.0 .......................37.0	X		15,000	330,513	27,882
(14) Theresa Gunnarson MD........................................................................ Board Director	3.0 .......................57.0	X		15,000	533,929	57,725
(15) Michael Sheldon MD........................................................................ Board Director	3.0 .......................57.0	X		18,375	324,783	43,288
(16) SISTER LOIS ECKES........................................................................ BOARD DIRECTOR	2.0 .......................0.0	X		0	0	0
(17) DAVID GADDIE........................................................................ BOARD DIRECTOR	3.0 .......................10.0	X		33,600	0	0

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)					(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) RICHARD ZIEGLER PHD........................................................................ BOARD DIRECTOR THRU 3/13	3.0 .......................57.0	X					15,000	0	0
(19) THOMAS RUSS MD........................................................................ BOARD DIRECTOR	3.0 .......................0.0	X					0	275,558	36,557
(20) Peter Person MD........................................................................ Chief Executive Officer	58.0 .......................2.0		X				1,200,462	0	790,450
(21) Robert Norman........................................................................ Chief Financial Officer	58.0 .......................2.0		X				545,825	0	103,540
(22) Gregory Glasner MD........................................................................ President & CMO, West Region	2.0 .......................58.0			X			0	515,446	91,087
(23) Daniel McGinty........................................................................ CAO, EAST REGION	2.0 .......................58.0			X			0	643,756	102,111
(24) Kevin Pitzer........................................................................ CAO, West Region	2.0 .......................58.0			X			0	428,704	58,714
(25) John Smylie........................................................................ Chief Operating Officer	60.0 .......................0.0			X			673,067	0	126,341
(26) Michael Mahoney........................................................................ Vice President, Public Policy	60.0 .......................0.0			X			256,549	0	49,794
(27) Teresa O'Toole........................................................................ CAO & CLO	60.0 .......................0.0			X			531,108	0	81,055
(28) Thomas Prusak........................................................................ President, Central Region	2.0 .......................58.0			X			420,241	0	73,338
(29) David Boran MD........................................................................ CMO, Central Region	2.0 .......................58.0			X			0	287,425	35,424
(30) DANIEL NIKCEVICH MD........................................................................ PRESIDENT & CMO, EAST REGION	2.0 .......................58.0			X			0	591,992	75,433
(31) THOMAS WIIG MD........................................................................ CHIEF MED INFORmatics OFFICER	60.0 .......................0.0				X		314,524	0	43,994
(32) DENNIS DASSENKO........................................................................ CHIEF INFORMATION OFFICER	60.0 .......................0.0				X		341,879	0	66,637
(33) MICHAEL HEDRIX........................................................................ ADMINISTRATOR, PMC	0.0 .......................60.0				X		330,038	0	63,788
(34) KEN GILLES........................................................................ ASSOCIATE CIO	59.0 .......................1.0				X		250,180	0	44,966
(35) PATRICIA WANGLER........................................................................ PRESIDENT, FCMS	0.0 .......................60.0				X		243,042	0	30,112
(36) Carl Heltne MD........................................................................ Chief Medical Officer	0.0 .......................0.0					X	10,454	321,372	37,423
(37) Maribeth Olson........................................................................ SMMC COO	0.0 .......................0.0					X	0	114,789	0
(38) Thomas Patnoe MD........................................................................ President & CMO, East REGION	0.0 .......................60.0					X	0	540,808	92,577
(39) Rocklon Chapin........................................................................ SMDCMC COO	0.0 .......................0.0					X	0	208,413	4,616
(40) Michael Metcalf........................................................................ CAO, East Region	0.0 .......................60.0					X	0	456,142	89,937

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	5,432,341	6,294,558	2,336,081

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
EPIC SYSTEMS CORPORATION, PO BOX 88314MILWAUKEEWI53288	SOFTWARE MAINT SRVCS	6,271,025
WEATHERBY LOCUMS INC, PO BOX 972633DALLASTX75397	PROF STAFFING SRVCS	3,671,702
JOHNSON WILSON CONSTRUCTOR INC, 4431 W MICHIGAN STDULUTHMN55816	CONSTRUCTION SERVICE	3,667,848
OLAF ANDERSON SON, PO BOX 2766FARGOND58108	CONSTRUCTION SERVICE	3,292,966
LAKE SUPERIOR LAUNDRY, 1701 N 6TH STSUPERIORWI54880	LAUNDRY SERVICES	2,452,708
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 114

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(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	SUPPORT REVENUE		541610	79,312,482	79,312,482
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			79,312,482
3	Investment income (including dividends, interest, and other similar amounts).......			1,641,685		-479	1,642,164
4	Income from investment of tax-exempt bond proceeds..			0
5	Royalties...........			0
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)	0	0
d	Net rental income or (loss).......			0
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	1,449,412
b	Less: cost or other basis and sales expenses		-2,811,395
c	Gain or (loss)	1,449,412	2,811,395
d	Net gain or (loss)..........			-1,361,983			-1,361,983
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	DERIVATIVE SETTLEMENT		900099	102,105			102,105
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			102,105
12	Total revenue. See Instructions......			79,694,289	79,312,482	-479	382,286

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

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	390,766	390,766
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 ....	4,449,427	10,818	4,438,609
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	39,105,021	11,409,092	27,695,929
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	2,016,705	571,835	1,444,870
9	Other employee benefits .......	5,809,677	1,235,972	4,573,705
10	Payroll taxes ...........	2,789,465	769,283	2,020,182
11	Fees for services (non-employees):
a	Management ......	0
b	Legal .........	192,153		192,153
c	Accounting ...........	750,000		750,000
d	Lobbying ...........	66,283		66,283
e	Professional fundraising services. See Part IV, line 17	0
f	Investment management fees ......	289,179		289,179
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	6,814,967	1,697,505	5,117,462
12	Advertising and promotion ....	1,207,087	1,148,304	58,783
13	Office expenses .......	778,129	145,814	632,315
14	Information technology ......	2,531,502	2,134,227	397,275
15	Royalties ..	0
16	Occupancy ...........	19,086		19,086
17	Travel ............	1,101,393	446,915	654,478
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......	0
19	Conferences, conventions, and meetings ....	411,083	192,588	218,495
20	Interest ...........	2,132,341		2,132,341
21	Payments to affiliates .......	0
22	Depreciation, depletion, and amortization .....	94,092		94,092
23	Insurance ..............	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	PROVISION FOR DOUBTFUL ACCTS	477,750		477,750
b	DUES	163,008	33,767	129,241
c	RECRUITMENT	147,281	109,105	38,176
d	UBI TAXES	-5,914	-5,914
e	All other expenses	161,656	3,721	157,935
25	Total functional expenses. Add lines 1 through 24e	71,892,137	20,293,798	51,598,339	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).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			3,181,787	1	4,392,270
2	Savings and temporary cash investments .........			34,414,171	2	54,239,220
3	Pledges and grants receivable, net ...........			0	3	0
4	Accounts receivable, net .............			818,886	4	7,094,952
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
				0	5	0
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
				0	6	0
7	Notes and loans receivable, net .............			0	7	0
8	Inventories for sale or use ..............			0	8	0
9	Prepaid expenses and deferred charges ..........			1,048,044	9	1,437,769
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	940,218
b	Less: accumulated depreciation .....	10b	43,031	34,439	10c	897,187
11	Investments—publicly traded securities ..........			433,939	11	203,928
12	Investments—other securities. See Part IV, line 11 .....			29,215,617	12	92,603,833
13	Investments—program-related. See Part IV, line 11 .....			58,532,818	13	58,532,818
14	Intangible assets ...............			0	14	0
15	Other assets. See Part IV, line 11 ...........			638,833	15	37,796,768
16	Total assets. Add lines 1 through 15 (must equal line 34)......			128,318,534	16	257,198,745
17	Accounts payable and accrued expenses .........			37,870,567	17	68,608,455
18	Grants payable .................			0	18	0
19	Deferred revenue ................			0	19	0
20	Tax-exempt bond liabilities .............			30,572,760	20	15,028,679
21	Escrow or custodial account liability. Complete Part IV of Schedule D..			0	21	0
22	Loans and other 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	65,366,777
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....................			1,833,388	25	36,719,782
26	Total liabilities. Add lines 17 through 25.........			70,276,715	26	185,723,693
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			58,041,819	27	71,475,052
28	Temporarily restricted net assets ...........			0	28	0
29	Permanently restricted net assets ...........			0	29	0
	Organizations that do not follow SFAS 117 (ASC 958), 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 ...........			58,041,819	33	71,475,052
34	Total liabilities and net assets/fund balances ........			128,318,534	34	257,198,745

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

79,694,289

Total expenses (must equal Part IX, column (A), line 25) ............

71,892,137

Revenue less expenses. Subtract line 2 from line 1 ..............

7,802,152

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

58,041,819

Net unrealized gains (losses) on investments ...............

-2,690,928

Donated services and use of facilities .................

Investment expenses .....................

479

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

8,321,530

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

71,475,052

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:
Software Version:

- 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

2012

Open to Public
Inspection

Name of the organization

Essentia Health

Employer identification number

20-0360007

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 described in 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. See section 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 - Non-functionally integrated

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 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 monetary support
(i) Name of supported organization	(ii) EIN		Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support
(A) BRAINERD LAKES INTEGRATED HEALTH SYSTEM	371532145	0	Yes		Yes		Yes		7,047,747
(B) CRITICAL ACCESS GROUP	261219624	0	Yes		Yes		Yes		2,557,095
(C) INNOVIS HEALTH LLC	261175213	03	Yes		Yes		Yes		17,400,371
(D) ST MARY'S DULUTH CLINIC HEALTH SYSTEM	411836633	0	Yes		Yes		Yes		44,886,924
Total									71,892,137

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
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 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. 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—2011. If the organization did not check a 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—2012. 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—2011. 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) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(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.)..

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 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. 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—2011. 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) 2012

Page 4

Part IV

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

Facts And Circumstances Test

Explanation
Essentia Health also supports the tax-exempt subsidiaries of Essentia's supported organizations. SCHEDULE A, LINE 11H, COLUMN (VII) The amount of support includes Essentia Health's functional expenses which are incurred for the benefit of Essentia Health's supported organizations.

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

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

Complete if the organization is described below. SchCMd Bullet

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

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

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

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

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

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

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

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

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

Name of the organization

Essentia Health

Employer identification number

20-0360007

Part I-A

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

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

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

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

Part I-B

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

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

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

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

Yes No

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

Yes No

If "Yes," describe in Part IV.

Part I-C

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

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

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

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

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

Yes No

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

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

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

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

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

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

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

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

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

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

c	Total lobbying expenditures

d	Grassroots nontaxable amount

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

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

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

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

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

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

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

Yes

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

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

Yes

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

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

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

Yes

122,378

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

Other activities? ..........................

Yes

66,283

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

188,661

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

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

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

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

Part III-A

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

Yes

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

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

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

Part III-B

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

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

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

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

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

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

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

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

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

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
SCHEDULE C, PART II-B		Lobbying Activity Explanation: Essentia Health employs one full-time in-house public policy individual and during 2013 contracted with one consultant firm to monitor state legislative activities of interest and one consultant firm to monitor federal legislative activities of interest dealing fully with Health and Human Services issues. Essentia Health's public policy activities occur on a multi state and national level. Essentia Health public policy activities included in person, telephonic, electronic communication and information relay with legislators and staff, administrative officials, government agencies and departments on both the state and federal levels. The primary issues of interest and concern include: Critical Access Hospital designation Physician and Hospital Services Reimbursement Medicare and Medicaid Reimbursement Policies Disproportionate Share Hospital Funding Sole Community Hospital Status and Funding Graduate Medical Education/Indirect Medical Education Funding Health Information Technology Funding and Privacy Issues State and Federal Health Care Reform including patient protection and affordable care act implementation State and Federal Shared Savings Demonstration Projects Medicare Reimbursement for Rehab Facilities Medicare 340B Prescription Drug Discount Program Nurse Licensure Compact Nurse Staffing Ratios Electronic Medical Record Interoperability Medicare Recovery Audit Contractor Audits (RAC) Health Information Exchange Medical Education and Research Costs (MERC) State Children's Health Insurance Program Workforce Issues Public Health Initiatives Community Benefits Workers Compensation System Reform Tax Exempt Status

Schedule C (Form 990 or 990EZ) 2012

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

2012

Open to Public Inspection

Name of the organization

Essentia Health

Employer identification number

20-0360007

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 section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, 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 XIII, 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

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

Using the organization’s acquisition, 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 XIII.

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 XIII 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 XIII. Check here if the explanation has been provided in Part XIII ........

Part V

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

		(a)Current year	(b)Prior year	b (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 current year end balance (line 1g, column (a)) 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 XIII 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 ................	10,880	1,390	9,490
c	Leasehold improvements ............
d	Equipment ................	929,338	41,641	887,697
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				897,187

Schedule D (Form 990) 2012

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
(3)Other (A) POOLED INVESTMENT FUNDS	92,603,833	F








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	92,603,833

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
(1) INVESTMENT IN TAX-EXEMPT ORG	58,532,818	F








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)	58,532,818

Part IX

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

(a) Description				(b) Book value
(1) DEFERRED DEBT FINANCING COSTS				1,093,825
(2) DEFERRED COMPENSATION FUND				36,035,372
(3) RECEIVABLES FROM RELATED ORGS				667,571






Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				37,796,768

Part X

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

1.(a) Description of liability		(b) Book value
Federal income taxes		0
NON CURRENT SWAP LIABILITY		684,410
BENEFIT PLAN LIABILITY		36,035,372







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		36,719,782
2. Fin 48 (ASC 740) Footnote. In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI 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 XIII.) ............	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 XIII.) ...........	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 XII 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 XIII.) ............	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 XIII.) ............	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 XIII

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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,Part IV, line 14b, 15, or 16. Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization
Essentia Health

Employer identification number

20-0360007

Part I

General Information on Activities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside
the United States.

Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)

(a) Region		(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(e) If activity listed in (d) is a program service, describe specific type of service(s) in region	(f) Total expenditures for and investments in region
	Central America and the Caribbean	Investments		149,782,842
	Europe (Including Iceland and Greenland)	Investments		24,396,600
	Central America and the Caribbean	Program Services	SELF INDEMNITY	5,156,744














3a	Sub-total .....			179,336,186
b	Total from continuation sheets to Part I ...
c	Totals (add lines 3a and 3b)			179,336,186

For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2012

Schedule F (Form 990) 2012

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered “Yes” to Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .... MediumBullet

Enter total number of other organizations or entities ....................... MediumBullet

Schedule F (Form 990) 2012

Schedule F (Form 990) 2012Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Part III can be duplicated if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2012

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2012

Page 5

Part V

Supplemental Information
Complete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).

Identifier	ReturnReference	Explanation

Schedule F (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Essentia Health

Employer identification number
20-0360007

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) ST MARY'S MEDICAL CENTER 502 E 2ND ST Duluth,MN55805	41-0695604	501(c)(3)	130,298	Program Support
(2) INNOVIS HEALTH LLC 3000 32ND AVE FARGO,ND58103	26-1175213	501(C)(3)	88,964	Program Support
(3) THE DULUTH CLINIC LTD 502 E 2ND ST DULUTH,MN55805	41-0883623	501(c)(3)	100,000	Program Support
(4) ESSENTIA INSTITUTE OF RURAL HEALTH 502 E 2ND STREET DULUTH,MN55805	27-1291124	501(C)(3)	60,354	Program Support

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

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

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Schedule I, Part I, Line 2		Procedures for monitoring grants: Essentia Health's management reviews the grant activity by reviewing and documenting each expenditure request and approving the expense.

Schedule I (Form 990) 2012

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

2012

Open to Public Inspection

Name of the organization

Essentia Health

Employer identification number

20-0360007

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 of 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 filing organization used 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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

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 (E) amounts for that individual.

(A) Name and Title		(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 and Title		(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)Gregory Glasner MDPresident & CMO, West Region	(i) (ii)	0 448,125	0 65,205	0 2,116	0 62,680	0 28,407	0 606,533	0 0
(2)Carl Heltne MDChief Medical Officer	(i) (ii)	10,454 316,836	0 0	0 4,536	0 25,000	0 12,423	10,454 358,795	0 0
(3)Daniel McGintyCAO, EAST REGION	(i) (ii)	0 396,801	0 91,977	0 154,978	0 65,921	0 36,190	0 745,867	0 87,283
(4)Peter Person MDChief Executive Officer	(i) (ii)	935,299 0	143,325 0	121,838 0	759,825 0	30,625 0	1,990,912 0	109,663 0
(5)Robert NormanChief Financial Officer	(i) (ii)	421,115 0	66,529 0	58,181 0	71,277 0	32,263 0	649,365 0	54,041 0
(6)Kevin PitzerCAO, West Region	(i) (ii)	0 364,000	0 57,330	0 7,374	0 54,360	0 4,354	0 487,418	0 0
(7)John SmylieChief Operating Officer	(i) (ii)	583,565 0	74,786 0	14,716 0	95,936 0	30,405 0	799,408 0	0 0
(8)Laura Boehlke-Bray MDBoard Director	(i) (ii)	26,500 206,088	0 0	0 559	0 20,468	0 2,942	26,500 230,057	0 0
(9)Terrence Clark MDBoard Director THRU 12/12	(i) (ii)	0 199,332	0 0	0 2,242	0 20,482	0 21,859	0 243,915	0 0
(10)Joel Haugen MDBoard Director	(i) (ii)	15,000 258,919	0 0	0 995	0 22,500	0 19,482	15,000 301,896	0 0
(11)Michael MahoneyVice President, Public Policy	(i) (ii)	212,556 0	22,995 0	20,998 0	27,451 0	22,343 0	306,343 0	19,500 0
(12)Teresa O'TooleCAO & CLO	(i) (ii)	416,399 0	64,577 0	50,132 0	68,560 0	12,495 0	612,163 0	43,838 0
(13)Thomas PrusakPresident, Central Region	(i) (ii)	357,612 0	54,921 0	7,708 0	52,135 0	21,203 0	493,579 0	0 0
(14)David Boran MDCMO, Central Region	(i) (ii)	0 281,578	0 0	0 5,847	0 20,000	0 15,424	0 322,849	0 0
(15)Maribeth OlsonSMMC COO	(i) (ii)	0 0	0 0	0 114,789	0 0	0 0	0 114,789	0 8,949
(16)Thomas Patnoe MDPresident & CMO, East REGION	(i) (ii)	0 537,506	0 0	0 3,302	0 65,270	0 27,307	0 633,385	0 0
(17)Rocklon ChapinSMDCMC COO	(i) (ii)	0 0	0 0	0 208,413	0 0	0 4,616	0 213,029	0 14,674
(18)Peter Dunphy MDBoard Director	(i) (ii)	15,000 324,253	0 0	0 6,260	0 20,000	0 7,882	15,000 358,395	0 0
(19)Theresa Gunnarson MDBoard Director	(i) (ii)	15,000 533,286	0 0	0 643	0 25,000	0 32,725	15,000 591,654	0 0
(20)Michael Sheldon MDBoard Director	(i) (ii)	18,375 324,332	0 0	0 451	0 22,500	0 20,788	18,375 368,071	0 0
(21)Michael MetcalfCAO, East Region	(i) (ii)	0 387,434	0 61,425	0 7,283	0 62,400	0 27,537	0 546,079	0 0
(22)DANIEL NIKCEVICH MDPRESIDENT & CMO, EAST REGION	(i) (ii)	0 589,434	0 0	0 2,558	0 48,529	0 26,904	0 667,425	0 0
(23)THOMAS RUSS MDBOARD DIRECTOR	(i) (ii)	0 274,115	0 0	0 1,443	0 25,000	0 11,557	0 312,115	0 0
(24)THOMAS WIIG MDCHIEF MED INFORmatics OFFICER	(i) (ii)	312,377 0	0 0	2,147 0	25,000 0	18,994 0	358,518 0	0 0
(25)DENNIS DASSENKOCHIEF INFORMATION OFFICER	(i) (ii)	287,821 0	45,074 0	8,984 0	47,857 0	18,780 0	408,516 0	0 0
(26)MICHAEL HEDRIXADMINISTRATOR, PMC	(i) (ii)	259,344 0	30,536 0	40,158 0	32,333 0	31,455 0	393,826 0	35,375 0
(27)KEN GILLESASSOCIATE CIO	(i) (ii)	206,088 0	16,544 0	27,548 0	25,815 0	19,151 0	295,146 0	25,920 0
(28)PATRICIA WANGLERPRESIDENT, FCMS	(i) (ii)	187,973 0	14,896 0	40,173 0	22,699 0	7,413 0	273,154 0	36,162 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

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

Identifier	Return Reference	Explanation
Schedule J, Part I, Line 4a		Severance payment: Former key employee, Maribeth Olson, a former employee of related ORGANIZATION Essentia Health St. Mary's Medical Center, received payment totaling $105,840 in tax year 2012 related to her termination. The termination terms are from May 7, 2011 until May 7, 2012. Ms. Olson will receive pay totaling $302,031 related to her termination. Former key employee, Rocklon Chapin, a former employee of related organization Essentia Health Duluth, received payment totaling $194,400 in tax year 2012 related to his termination. The termination terms are from January 31, 2011 until July 31, 2012. Mr. Chapin will receive pay totaling $501,019 & benefits totaling $10,009 related to his termination.
Schedule J, Part I, Line 4b		Essentia Health's nonqualified retirement plan is offered to designated Essentia Health executives. There is a minimum two year vesting date or automatically upon reaching retirement age, death, disability or involuntary termination without cause. Benefits are subject to income taxes upon vesting and payable from Essentia Health's general assets. Reported as Other Reportable Compensation in Schedule J, Part II, Column B (iii), the following individuals listed in Form 990, Part VII, Section A, Line 1a received payment of the vested benefit from the supplemental nonqualified retirement plan during the year: Peter Person, MD $109,663 Robert Norman $54,041 Daniel McGinty $87,283 Michael Mahoney $19,500 Teresa O'Toole $43,838 MICHAEL HEDRIX $35,375 KEN GILLES $25,920 PATRICIA WANGLER $36,162 Maribeth Olson $8,949 Rocklon Chapin $14,674 Reported as Retirement and Other Deferred Compensation in Schedule J, Part II, Column C, Essentia Health made contributions, subject to the vesting terms, during the year into the supplemental nonqualified retirement plan on behalf of the following individuals listed in Form 990, Part VII, Section A, Line 1a: Michael Mahoney $2,451 KEN GILLES $2,919 MICHAEL HEDRIX $7,333 PATRICIA WANGLEr $4,334 Teresa O'Toole $43,560 Robert Norman $45,627 Daniel McGinty $40,921 Peter Person, MD $152,338 Gregory Glasner, MD $41,560 Kevin Pitzer $33,240 John Smylie $70,936 Thomas Patnoe, MD $40,270 Thomas Prusak $30,794 Michael Metcalf $37,400 Dan Nikcevich, MD $23,529 Dennis Dassenko $22,857

Schedule J (Form 990) 2012

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

2012

Open to Public
Inspection

Name of the organization
Essentia Health

Employer identification number
20-0360007

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	CASS COUNTY NORTH DAKOTA	45-6002205	148047AU7	02-25-2010	59,573,111	SRS 2008A REOFFERED (SEE PART VI)		X		X		X
B	WI HEALTH AND EDUCATION FACILITIES AUTHORITY	39-1337855	97710BSD5	02-25-2010	12,854,722	SRS 2008B REOFFERED (SEE PART VI)		X		X		X
C	MN AGRICULTURAL AND ECONOMIC DEVELOPMENT BOARD	41-6007162	6049202H0	02-25-2010	165,717,405	SRS 2008C REOFFERED (SEE PART VI)		X		X		X

Part II

Proceeds

	A		B		C		D
	1 Amount of bonds retired . . . . . . . . . . . . . .	0		0		396,825
2 Amount of bonds legally defeased . . . . . . . . . . .	0		0		0
3 Total proceeds of issue . . . . . . . . . . . . . .	3,872,252		835,557		10,771,632
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 . . . . . . . . . . . .	0		0		123,454
8 Credit enhancement from proceeds . . . . . . . . . . .	0		0		0
9 Working capital expenditures from proceeds . . . . . . . . .	0		0		0
10 Capital expenditures from proceeds . . . . . . . . . . .	0		0		0
11 Other spent proceeds . . . . . . . . . . . . . .	3,872,252		835,557		10,648,178
12 Other unspent proceeds . . . . . . . . . . . . . .	0		0		0
13 Year of substantial completion . . . . . . . . . . . .	2010		2010		2010
	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 Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50193E

Schedule K (Form 990) 2012

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? . . . . . . . . . . . . . . . .
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? .
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 . .	0.00000%		0.00000%		0.00000%		%
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 . . . . . . .	0.00000%		0.00000%		0.00000%		%
6 Total of lines 4 and 5 . . . . . . . . . . . . . . .	0.00000%		0.00000%		0.00000%		%
7 Does the bond issue meet the private security or payment test? . . . . .		X		X		X
8a Has there been a sale or disposition of any of the bond financed property to a nongovernmental person other than a 501(c)(3) organization since the bonds were issued?. . . . . . . . . . . . . . . . .		X		X		X
b If “Yes” to line 8a, enter the percentage of bond-financed property sold or disposed of.	0.00000%		0.00000%		0.00000%		%
c If “Yes” to line 8a, was any remedial action taken pursuant to Regulations sections 1.141-12 and 1.145-2? . . . . . . . . . . . . .		X		X		X
9 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 the issuer filed Form 8038-T? . . . . .		X		X		X
2 If "No" to line 1, did the following apply? . . . .
a Rebate not due yet? . . . . . . . .		X		X		X
b Exception to rebate? . . . . . . . .	X		X		X
c No rebate due? . . . . . . . . . .		X		X		X
If you checked "No rebate due" in line 2c, provide in Part VI the date the rebate computation was performed
3 Is the bond issue a variable rate issue? . . . .		X		X		X
4a 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		0		0
c Term of hedge . . . . . . . . . .
d Was the hedge superintegrated? . . . . . .
e Was a hedge terminated? . . . . . . .

Schedule K (Form 990) 2012

Page 3

Part IV

Arbitrage (Continued)

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
5a Were gross proceeds invested in a guaranteed investment contract (GIC)? . . . . . . . . .		X		X		X
b Name of provider . . . . . . . . .	0		0		0
c Term of GIC . . . . . . . . . .
d Was the regulatory safe harbor for establishing the fair market value of the GIC satisfied? . . . . .
6 Were any gross proceeds invested beyond an available temporary period? . . . . . . . .		X		X		X
7 Has the organization established written procedures to monitor the requirements of section 148? . . .	X		X		X

Part V

Procedures To Undertake Corrective Action

	A		B		C		D
	Yes	No	Yes	No	Yes	No	Yes	No
1 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?	X		X		X

Part VI

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

Identifier	Return Reference	Explanation
Schedule K	0	Additional information/comments relating to the reporting of liabilities by related organizations: Essentia Health has an Obligated Group created under the Master Indenture which is composed of the following Members: Essentia Health, Critical Access Group, Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's-Detroit Lakes, Essentia Health St. Mary's Medical Center, Essentia Health Duluth, Essentia Health Polinsky Medical Rehabilitation Center, Essentia Health St. Mary's Hospital-Superior, Essentia Health Brainerd Specialty Clinic, Essentia Health Central, St. Mary's Innovis Health, The Duluth Clinic, Ltd. and Essentia Health West (the "Obligated Group Members" or the "Members of the Obligated Group"). The Members of the Obligated Group are jointly and severally obligated on all indebtedness evidenced or secured by Notes issued under the Master Indenture. The Series 2008A reoffered bonds are secured by Notes issued under the Master Indenture. Essentia Health is the conduit borrower of the Series 2008A reoffered bonds and has recorded a portion of the bond liability on its balance sheet. The Obligated Group Members, Essentia Health West, The Duluth Clinic, Ltd., and Essentia Health St. Mary's-Detroit Lakes, are indirect beneficiaries of the Series 2008A reoffered borrowing and have recorded the bond liability on their balance sheets which are consolidated with Essentia Health. The Series 2008B reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: The Duluth Clinic, Ltd., Essentia Health and Essentia Health St. Mary's Hospital-Superior are the conduit borrowers of the Series 2008B reoffered bonds. The conduit borrowers, The Duluth Clinic, Ltd. and Essentia Health, have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Members, Essentia Health West and Essentia Health St. Mary's-Detroit Lakes, are indirect beneficiaries of a portion of the Series 2008B reoffered borrowing and have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Series 2008C reoffered bonds are secured by Notes issued under the Master Indenture. The Obligated Group Members: Essentia Health East, Essentia Health St. Joseph's Medical Center, Essentia Health St. Mary's-Detroit Lakes, The Duluth Clinic, Ltd., Essentia Health, and Essentia Health St. Mary's Medical Center, Inc. are the conduit borrowers of the Series 2008C reoffered bonds. The conduit borrowers, Essentia Health St. Mary's-Detroit Lakes, Essentia Health, and The Duluth Clinic, Ltd., have recorded a portion of the bond liability on their balance sheets which are consolidated with Essentia Health. The Obligated Group Member, Essentia Health West is an indirect beneficiary of a portion of the Series 2008C reoffered borrowing and has recorded a portion of the bond liability on its balance sheet which is consolidated with Essentia Health. SCHEDULE K, PART I, COLUMN (F) DESCRIPTION OF PURPOSE: SERIES 2008A REOFFERED: Reoffer Series 2008 A-1 and A-2 bonds issued March 4, 2008 to refinance a portion of the acquisition of certain assets of Essentia Health West in connection with the affiliation of Essentia Health with Essentia Health West. SERIES 2008B REOFFERED: Reoffer Series 2008 B-1 bonds issued March 4, 2008 to refund Series 1999B bonds issued May 18, 1999 for construction projects and equipment purchases in Superior, WI and various Duluth Clinic locations in northwestern Wisconsin. SERIES 2008C REOFFERED: Reoffer Series 2008 C-5 and 2008 C-4A bonds issued March 4, 2008 to refund Series 2004 bonds issued March 19, 2004 for various acquisitions, construction projects, capital improvements and equipment purchases in Duluth, Brainerd, and Detroit Lakes, MN and refund Series 1999A bonds issued May 18, 1999 for various acquisitions, construction projects, capital improvements and equipment purchases in Brainerd, Detroit Lakes and Duluth, MN and various Duluth Clinic sites in northern Minnesota. SCHEDULE K, PART II, LINE 3 Issue Price: Series 2008A Reoffered, Series 2008B Reoffered, AND Series 2008C Reoffered were issued by the Essentia Health Obligated Group. The issue price listed in Essentia Health Schedule K Part I Column (e) represents the Essentia Health Obligated Group's total borrowing. SCHEDULE K, Part II, Lines 3 through 12 Proceeds: Series 2008A Reoffered, Series 2008B Reoffered, AND Series 2008C Reoffered were issued by the Essentia Health Obligated Group. A portion of the Series 2008A Reoffered, Series 2008B Reoffered, AND Series 2008C Reoffered borrowing were allocated to Essentia Health, an Essentia Health Obligated Group Member. The proceeds listed in Essentia Health Schedule K Part II Lines 3 through 12 represent Essentia Health's allocated portion of the proceeds.

Schedule K (Form 990) 2012

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

2012

Open to Public
Inspection

Name of the organization

Essentia Health

Employer identification number

20-0360007

Identifier	Return Reference	Explanation
Form 990, Part I, Line 5		Individuals employed in calendar year 2012: During the fiscal year ended June 30, 2013, employee costs were transferred to Essentia Health from related organizations to better reflect shared service roles. Salary expense reported on Part I, Line 15 reflects 557 full time equivalents. The 38 individuals reported on Part I, Line 5 reflect employees whose Form W-2's were issued by Essentia Health. All other individuals are reported by related organizations under Essentia Health's common pay agent. Form 990, Part III, Line 4 Program service accomplishments: Essentia Health is organized and shall be operated exclusively for charitable, educational, scientific and religious purposes exclusively for the benefit of, to perform the functions of, or to carry out the purposes of Critical Access Group, a Minnesota nonprofit corporation, Brainerd Lakes Integrated Health System dba Essentia Health Central, a Minnesota nonprofit corporation, St. Mary's Duluth Clinic Health System dba Essentia Health East, a Minnesota nonprofit corporation, and Innovis Health dba Essentia Health West, a Delaware limited liability company and in support of Critical Access Group, Essentia Health Central, Essentia Health East, and Essentia Health West and each of the tax-exempt entities identified as supported organizations in their articles of incorporation all of which are organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986. Essentia Health is an integrated health system which supports regional leaders in the development and advancement of business, clinical and financial models for the delivery of high-quality and cost-effective health care. The regional leaders provide integrated health care delivery through their physician group practices, ambulatory and outpatient centers, acute care hospitals and community, rural and critical access hospitals. Essentia Health system includes 16 hospitals, 65 clinics, 8 long-term care facilities, two assisted living facilities, four independent living facilities in Minnesota, Wisconsin, North Dakota, and Idaho with several located in rural areas that have limited access to other healthcare options. In 2013, Essentia Health was accredited as an Accountable Care Organization by the National Committee for Quality Assurance. The legal entities comprising Essentia Health system file separate Form 990's. At fiscal year ended June 30, 2013, Essentia Health system's consolidated total revenue was $1,648,451,000 and consolidated income from operations was $29,410,000. Essentia Health system employs over 10,600 full time equivalents. The hospitals have a total of 1,201 licensed beds which provided over 184,000 hospital patient days and over 530,000 outpatient visits during the fiscal year ended June 30, 2013. The clinics had over 1.5 million encounters during the same time period. During the fiscal year ended June 30, 2013, Essentia Health system provided total community benefits of over $116 million which included costs of providing charity care, costs in excess of Medicaid payments, Medicaid surcharge, MinnesotaCare tax, community services, subsidized health services, education, research, and cash and in-kind donations.
Form 990, Part V, Line 1a		1099 Reporting: Vendor payments and Form 1099's were processed through Essentia Health on behalf of certain legal entities comprising Essentia Health system.
Form 990, Part V, Line 1c		No Gaming (Gambling) Winnings
Form 990, Part VI, SECTION A, Line 4		During the fiscal year ended June 30, 2013, the Bylaws of Essentia Health were amended. The amendments modified the composition of Essentia Health's governing body to include up to 7 physician members, at least four of whom are Essentia physicians.
Form 990, Part VI, Line 7b		Member with right to approve governing body decisions: The Benedictine Sisters Benevolent Association ("BSBA") has certain reserved powers over Essentia Health's Catholic facilities. BSBA's reserved powers are as follows: Mission. Authority to approve the mission, purpose and vision statements for Catholic facilities and entities within the System. Adherence to Ethical and Religious Directives for Catholic Health Care Services (ERDs). Authority to approve the methods, policies and procedures pertaining to the adherence of Catholic facilities and entities within the System to the ERDs, and to require the use of religious symbols, distinguishing elements and prayers. Official Catholic Directory. Authority to request the listing of qualified entities and facilities within the System in The Official Catholic Directory, subject to the approval of applicable Catholic authorities. Catholic Health Association. Authority to require Catholic facilities and entities within the System to join the membership of the Catholic Health Association of the United States. Alienation of Stable Patrimony or Ecclesiastical Goods. Authority to approve alienation of either stable patrimony or other ecclesiastical goods in the System if such goods involved in a specific transaction approved by Essentia Health pursuant to Section 2.8(g) or 2.8(h) of the Affiliation Agreement have a dollar value equal to or greater than 70% of the amount established from time to time that requires approval from the Holy See; provided, however, that it is the intent of the parties that this provision not be applied to restrict or to impede Essentia from acting and making decisions on behalf of the system in the ordinary course of business but be applied to prevent the transfer of substantial assets of Catholic entities within the system to support the secular entities within the system without the prior approval of BSBA. Amendments. Authority to approve any amendments to the Articles of Incorporation or Bylaws of this corporation that would alter the number of Duluth Benedictines or BSBA board of director members serving as members of such entity's board of directors; authority to approve any amendments to the Articles of Incorporation or Bylaws of Essentia's Catholic Subsidiaries which could materially affect such entity's identity as a Catholic institution, including without limitation any amendment that would alter the number of Duluth Benedictines or BSBA board of director members serving as members of such entity's board of directors; and authority to cause Essentia Health to make amendments to the Articles of Incorporation or Bylaws of Essentia's Catholic Subsidiaries, which amendments BSBA in good faith are necessary to preserve such entity's identity as a Catholic institution. Mission Effectiveness. Authority to approve annual plans and evaluations relating to mission effectiveness and chaplaincy for the Catholic facilities and entities within the System. Mergers and Dissolution. Subject to the approval of the Duluth Benedictines, authority to approve a proposed merger, consolidation, liquidation, dissolution, or the disposition of all or substantially all the assets.
Form 990, Part VI, Line 11a		Form 990 review process: The 2012 Form 990 including all schedules was reviewed by Essentia Health's management and governing body on March 12th, 2014 prior to filing with the Internal Revenue Service. Each current director of the governing body received a copy of the 2012 Form 990. Essentia Health's Chief Financial Officer led the review of the form and schedules and any questions were discussed.
Form 990, Part VI, Line 12c		Monitoring and enforcing Conflict of Interest policy: Essentia Health's comprehensive conflict of interest program prevents, detects and resolves actual conflicts of interests or the actual or potential appearance of such. Fiduciaries, defined as an Essentia Health board member/trustee, officer, board committee member, senior management employee, or any others considered to be in a position of influence, are covered under Essentia's conflict of interest program. Upon initial appointment, each fiduciary must complete an initial conflict of interest statement and disclosure questionnaire. At the conclusion of each fiscal year, each fiduciary must complete an annual conflict of interest statement and disclosure questionnaire. As needed, a fiduciary will update his/her most recently completed questionnaire each time the fiduciary becomes aware of a financial interest, a potential conflict, or change to any information that the fiduciary previously reported. Essentia Health's Chief Compliance Officer will collect the questionnaires and evaluate the disclosures. If a fiduciary has a potential conflict of interest, the Chief Compliance Officer or designee may request additional information from the fiduciary, the management team, and others. During the evaluation process, the Chief Compliance Officer may also consult with Essentia Health's Board and Audit Committee Chairs, senior management, legal department, or appropriate representatives from Essentia Health. The Chief Compliance Officer reports to the Essentia Health Audit Committee and the Essentia Health Board of Directors any actual or potential conflicts of interest disclosed by the fiduciary, along with recommended actions. The Essentia Health Board of Directors (or designee) will then determine whether to approve the situation or to implement special controls to manage the potential conflict of interest. The Chief Compliance Officer will then officially notify the fiduciary in writing of the board's decision. The decision of whether or not the disclosure constitutes a conflict or not will be at the Essentia Health Board of Director's (or designee) sole discretion, and its concern must be the welfare of Essentia Health and its affiliate(s) and the advancement of its purposes. When the Essentia Health Board of Directors (or designee) considers a Fiduciary's disclosure as a Conflict of Interest, special controls will be identified to manage, eliminate or reduce the likelihood and/or appearance of a conflict arising. Controls may include but are not limited to: A. If the conflict involves an on-going matter or relationship, the Fiduciary must not participate in Board, Board committee or management discussions related to the conflict and must recuse themselves and if appropriate, withdraw, from any Board meeting or portion thereof where the matter is being discussed and during the vote on the potential Conflict of Interest. The Fiduciary may answer questions at the Board's or the Board Committee's request. B. If the conflict involves a specific transaction or decision, the Fiduciary will fully disclose their interest and all related material facts. The Board or committee of the Board will determine whether the contemplated transaction may be authorized as just, fair, and reasonable to Essentia Health or its affiliate(s). If the Board determines a conflict does not exist, the Fiduciary may proceed with the transaction; however, he or she will not be eligible to vote on related issues should they arise. If the Board determines a conflict does exist, the Fiduciary will be notified of the decision regarding whether the contemplated transaction will be authorized as just, fair, and reasonable.
Form 990, Part VI, Line 15 A&B		Process for determining compensation: The Executive Compensation Committee of Essentia Health's board of directors is authorized to fulfill the board's responsibilities regarding executive compensation consistent with Essentia's mission, values and tax-exempt status, and the Executive Compensation Committee's Charter. The Executive Compensation Committee meets at least twice annually to carry out its responsibilities, which include, but are not limited to, establishing, reviewing and modifying, as appropriate, reasonable compensation and benefits for designated Essentia executives who are officers or key employees of Essentia or any of its affiliates which may be paid by related organizations. The Executive Compensation Committee engages qualified independent compensation advisors to provide objective and impartial comparative data and to express opinions on total compensation reasonableness. The Executive Compensation Committee may request its independent advisors to: monitor comparability data and marketplace trends; make appropriate recommendations regarding salary ranges; and periodically review the market competitiveness of Essentia executive compensation packages. Prior to establishing or adjusting executive compensation, the Executive Compensation Committee will obtain and rely upon appropriate data as to comparability of the proposed compensation or adjustments. The Executive Compensation Committee will adequately document the basis for its determination concurrently with making those determinations. The Executive Compensation Committee minutes will include: the terms of the approved compensation and the date approved; the Executive Compensation Committee members present during the review, discussion and approval of the proposed compensation and those who voted on the proposed compensation; identification of the comparability data obtained and relied upon by the Executive Compensation Committee and how the data was obtained; any actions by a member of the Executive Compensation Committee having a conflict of interest; and documentation of the basis for the determination. The year this process was last undertaken for Essentia's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Vice President, Public Policy and Chief Administrative Officer/Chief Legal Officer; East Region's President/Chief Medical Officer and Chief Amdinistrative Officer; West Region's President/Chief Medical Officer and Chief Administrative Officer; and Central Region's President was 2012.
Form 990, Part VI, Line 19		Availability of governing documents, conflict of interest policy, and financial statements to the public: Essentia Health makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Essentia Health is part of Essentia Health's consolidated financial statements which are included in Essentia Health's annual report posted on Essentia Health's web site.
Form 990, Part XI, Line 9		Other Changes in Net Assets: The total amount of other changes in net assets includes: Net Asset transfers with related organizations; reallocated income statement items transferred to align with organizational structure: $8,430,808 Net Asset transfers with related organizations; reallocated balance sheet items transferred to align with organizational structure: ($428,940) Release deferred grant revenue from related organization $319,662 Total: $8,321,530

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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

2012

Open to Public Inspection

Name of the organization

Essentia Health

Employer identification number

20-0360007

Part I

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

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

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to 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 entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Brainerd Lakes Integrated Health System 2024 S 6th St Brainerd,MN56401 37-1532145	Support ORG	MN	501(c)(3)	11 TYPE II	Essentia	Yes
(2) Brainerd Medical Center Inc 2024 S 6th St Brainerd,MN56401 37-1532148	Clinic	MN	501(c)(3)	3	BLIHS	Yes
(3) Bridges Medical Center 201 9th St W Ada,MN56510 20-0479568	Clinic/Hosp	MN	501(c)(3)	3	Innovis	Yes
(4) Clearwater Valley Hospital & Clinics INC 301 Cedar Orofino,ID83544 82-0497771	Clinic/Hosp	ID	501(c)(3)	3	CAG	Yes
(5) DL Surgery Center THRU 712 1027 Washington Ave Detroit Lakes,MN56501 26-3837203	ASC	MN	501(c)(3)	3	CAG	Yes
(6) Critical Access Group 503 E 3rd St Ste 400 Duluth,MN55805 26-1219624	SUPPORT ORG	MN	501(c)(3)	11 TYPE II	Essentia	Yes
(7) St Joseph's Medical Center 523 N 3rd St Brainerd,MN56401 41-0695602	CLINIC/HOSP	MN	501(c)(3)	3	BLIHS	Yes
(8) St Mary's EMS 1027 Washington Ave Detroit Lakes,MN56501 41-1805811	EMERG SRVCS	MN	501(c)(3)	9	SMRHC	Yes
(9) St Mary's Hospital Inc PO Box 137 Cottonwood,ID83522 82-0226453	CLinic/Hosp	ID	501(c)(3)	3	CAG	Yes
(10) St Mary's Innovis Health 1027 Washington Ave Detroit Lakes,MN56501 26-2861321	Clinic	MN	501(c)(3)	3	Innovis	Yes
(11) St Mary's Regional Health Center 1027 Washington Ave Detroit Lakes,MN56501 41-1620386	Clinic/Hosp	MN	501(c)(3)	3	Innovis	Yes
(12) Innovis Health LLC 3000 32ND AVE Fargo,ND58103 26-1175213	Clinic/Hosp	DE	501(c)(3)	3	Essentia	Yes
(13) Midwest Medical Equipment & Supply Inc 4418 Haines Rd Duluth,MN55811 41-1674021	Medical Equip	MN	501(c)(3)	9	SMMC	Yes
(14) SMDC Medical Center 502 E 2nd St Duluth,MN55805 41-1878730	Clinic/Hosp	MN	501(c)(3)	3	SMDCHS	Yes
(15) Pine Medical Center 109 Court Ave S Sandstone,MN55072 41-1884597	Hospital/Nurs	MN	501(c)(3)	3	SMDCHS	Yes
(16) Polinsky Medical Rehabilitation Center 530 E 2nd St Duluth,MN55805 41-0691275	Clinic	MN	501(c)(3)	3	SMMC	Yes
(17) St Mary's Duluth Clinic Health System 407 E 3rd St Duluth,MN55805 41-1836633	Support ORG	MN	501(c)(3)	11 TYPE II	Essentia	Yes
(18) St Mary's Hospital of Superior 3500 Tower Ave Superior,WI54880 41-1811073	Clinic/Hosp	WI	501(c)(3)	3	SMMC	Yes
(19) St Mary's Medical Center 407 E 3rd St Duluth,MN55805 41-0695604	Hospital	MN	501(c)(3)	3	SMDCHS	Yes
(20) The Duluth Clinic Ltd 400 E 3rd St Duluth,MN55805 41-0883623	Clinic	MN	501(c)(3)	3	SMDCHS	Yes
(21) First Care Medical Services 900 Hilligoss Blvd SE Fosston,MN56542 41-0706143	Clinic/Hosp	MN	501(c)(3)	3	Innovis	Yes
(22) Minnesota Valley Health Center 621 S 4th St Le Sueur,MN56058 41-0837659	Hospital/Nurs	MN	501(c)(3)	3	CAG	Yes
(23) Essentia Institute of Rural Health 502 E 2nd St Duluth,MN55805 27-1291124	Research	MN	501(c)(3)	4	Essentia	Yes
(24) Essentia Health Foundation 502 E 2nd St Duluth,MN55805 27-1984704	Foundation	MN	501(c)(3)	7	ESSENTIA	Yes
(25) Northern Pines Medical Center 5211 Hwy 110 Aurora,MN55705 41-0841441	Hospital/Nurs	MN	501(c)(3)	3	SMDCHS	Yes
(26) Graceville Health Center 115 West Second St Graceville,MN56240 41-0726173	Clinic/Hosp	MN	501(c)(3)	3	Innovis	Yes
(27) DEER RIVER HEALTHCARE CENTER INC 115 10TH AVE NE DEER RIVER,MN56636 41-0844574	HOSPITAL/NURS	MN	501(c)(3)	3	SMDCHS	Yes

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

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) PMC-Gateway Imaging LLC 109 Court Ave S Sandstone,MN55072 26-1634764	Imaging ServiCES	MN	NA	N/A	0	0			0			0 %

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) Essentia Health Insurance Services SPC 94 Solaris Ave PO Box 69 Grand Cayman,Cayman IslandsKY1-1102 CJ 000000000	Insurance	CJ	NA	Foreign Corp	-3,343,210	43,783,840	100.000 %	Yes
(2) East Range Clinics Ltd 910 6th Ave N Virginia,MN55792 41-0909915	Clinics	MN	NA	C CORP	0	0	0 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

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

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

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 or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

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

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

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

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

Yes

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

Yes

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

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

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

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

Yes

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

Yes

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

Yes

s 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-s)	(c) Amount involved	(d) Method of determining amount involved
(1) BRIDGES MEDICAL CENTER	L	336,128	actual costs
(2) BRIDGES MEDICAL CENTER	Q	190,958	actual costs
(3) Brainerd Medical Center Inc	L	715,420	actual costs
(4) Brainerd Medical Center Inc	P	176,471	actual costs
(5) Brainerd Medical Center Inc	Q	635,858	actual costs
(6) CRITICAL ACCESS GROUP	L	500,000	actual costs
(7) CRITICAL ACCESS GROUP	p	646,134	actual costs
(8) CRITICAL ACCESS GROUP	Q	247,114	actual costs
(9) CRITICAL ACCESS GROUP	S	2,750,000	actual costs
(10) CLEARWATER VALLEY HOSPITALS & CLINICS INC	Q	346,217	actual costs
(11) DEER RIVER HEALTHCARE CENTER INC	L	122,646	actual costs
(12) DEER RIVER HEALTHCARE CENTER INC	Q	152,083	actual costs
(13) THE DULUTH CLINIC LTD	B	100,000	actual costs
(14) THE DULUTH CLINIC LTD	L	7,909,409	actual costs
(15) THE DULUTH CLINIC LTD	P	1,197,059	actual costs
(16) THE DULUTH CLINIC LTD	Q	1,092,807	actual costs
(17) ESSENTIA HEALTH INSURANCE SERVICES	Q	9,043,959	actual costs
(18) ESSENTIA HEALTH INSURANCE SERVICES	R	5,156,744	actual costs
(19) ESSENTIA INSTITUTE OF RURAL HEALTH	B	60,354	actual costs
(20) ESSENTIA INSTITUTE OF RURAL HEALTH	L	65,772	actual costs
(21) ESSENTIA INSTITUTE OF RURAL HEALTH	P	62,900	actual costs
(22) ESSENTIA INSTITUTE OF RURAL HEALTH	Q	149,070	actual costs
(23) FIRST CARE MEDICAL SERVICES	P	201,876	actual costs
(24) FIRST CARE MEDICAL SERVICES	Q	295,730	actual costs
(25) GRACEVILLE HEALTH CENTER	L	318,846	actual costs
(26) GRACEVILLE HEALTH CENTER	Q	267,936	actual costs
(27) INNOVIS HEALTH LLC	B	88,964	actual costs
(28) INNOVIS HEALTH LLC	L	12,198,254	actual costs
(29) INNOVIS HEALTH LLC	P	4,264,450	actual costs
(30) INNOVIS HEALTH LLC	Q	6,462,729	actual costs
(31) INNOVIS HEALTH LLC	R	190,941	actual costs
(32) INNOVIS HEALTH LLC	S	326,485	actual costs
(33) MIDWEST MEDICAL EQUIPMENT & SUPPLIES INC	L	274,700	actual costs
(34) MINNESOTA VALLEY HEALTH CENTER INC	Q	265,207	actual costs
(35) NORTHERN PINES MEDICAL CENTER	L	326,694	actual costs
(36) NORTHERN PINES MEDICAL CENTER	Q	103,529	actual costs
(37) PINE MEDICAL CENTER	L	589,234	actual costs
(38) PINE MEDICAL CENTER	Q	278,348	actual costs
(39) POLINSKY MEDICAL REHABILITATION CENTER	L	397,060	actual costs
(40) POLINSKY MEDICAL REHABILITATION CENTER	Q	78,265	actual costs
(41) ST JOSEPH'S MEDICAL CENTER	L	6,977,354	actual costs
(42) ST JOSEPH'S MEDICAL CENTER	P	319,310	actual costs
(43) ST JOSEPH'S MEDICAL CENTER	Q	1,862,224	actual costs
(44) ST JOSEPH'S MEDICAL CENTER	R	88,469	actual costs
(45) SMDC MEDICAL CENTER	L	18,189,447	actual costs
(46) SMDC MEDICAL CENTER	P	8,572,851	actual costs
(47) SMDC MEDICAL CENTER	Q	20,660,714	actual costs
(48) SMDC MEDICAL CENTER	R	320,299	actual costs
(49) SMDC MEDICAL CENTER	S	3,046,304	actual costs
(50) ST MARY'S HOSPITAL	Q	382,139	actual costs
(51) ST MARY'S HOSPITAL OF SUPERIOR	L	2,020,220	actual costs
(52) ST MARY'S HOSPITAL OF SUPERIOR	P	67,900	actual costs
(53) ST MARY'S HOSPITAL OF SUPERIOR	Q	315,673	actual costs
(54) ST MARY'S MEDICAL CENTER	B	130,298	actual costs
(55) ST MARY'S MEDICAL CENTER	L	16,893,019	actual costs
(56) ST MARY'S MEDICAL CENTER	P	4,299,614	actual costs
(57) ST MARY'S MEDICAL CENTER	Q	5,829,473	actual costs
(58) ST MARY'S MEDICAL CENTER	R	364,045	actual costs
(59) ST MARY'S MEDICAL CENTER	S	112,799	actual costs
(60) ST MARY'S REGIONAL HEALTH CENTER	L	3,480,743	actual costs
(61) ST MARY'S REGIONAL HEALTH CENTER	P	538,481	actual costs
(62) ST MARY'S REGIONAL HEALTH CENTER	Q	1,743,035	actual costs
(63) ST MARY'S REGIONAL HEALTH CENTER	R	58,482	actual costs

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to 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) 2012

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
SCHEDULE R, PART 11, COLUMN (A)		Name: The following Essentia Health entities have a doing business as name. Legal Name; Doing Business As Name Brainerd Lakes Integrated Health System; Essentia Health Central Brainerd Medical Center, Inc.; Essentia Health Brainerd Specialty Clinic Bridges Medical Center; Essentia Health Ada Deer River Healthcare Center, Inc.; Essentia Health Deer River First Care Medical Services; Essentia Health Fosston Graceville Health Center; Essentia Health Holy Trinity Hospital Innovis Health, LLC; Essentia Health West Midwest Medical Equipment & Supply Inc.; Essentia Health Medical Equipment and Supplies Northern Pines Medical Center; Essentia Health Northern Pines Pine Medical Center; Essentia Health Sandstone Polinsky Medical Rehabilitation Center; Essentia Health Polinsky Medical Rehabilitation Center SMDC Medical Center; Essentia Health Duluth St. Joseph's Medical Center; Essentia Health St. Joseph's Medical Center St. Mary's Duluth Clinic Health System; Essentia Health East St. Mary's Hospital of Superior; Essentia Health St. Mary's Hospital-Superior St. Mary's Medical Center; Essentia Health St. Mary's Medical Center St. Mary's Regional Health Center; Essentia Health St. Mary's-Detroit Lakes

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If “Yes,”the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If “Yes,” the organizationmay be required to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships. (see Instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form 5713)................................................	Yes	No