TY 2013 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 private foundations)

Do not enter Social Security numbers on this form as it may be made public. By law, the IRS

generally cannot redact the information on the form.

Information about Form 990 and its instructions is at www.IRS.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

A For the 2013 calendar year, or tax year beginning 10-01-2013 , 2013, and ending 09-30-2014

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

CName of organization
CORE PHYSICIANS LLC

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
5 ALUMNI DRIVE

Room/suite

City or town, state or province, country, and ZIP or foreign postal code
EXETER, NH03833

D Employer identification number

87-0807914

E Telephone number

G Gross receipts $ 70,721,186

F Name and address of principal officer:
DEBRA CRESTA
5 ALUMNI DRIVE
EXETER,NH03833

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

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

Website:

WWW.COREPHYSICIANS.ORG

H(a)

Is this a group return for
subordinates? Yes No

H(b)

Are all subordinates
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

LIMITED LIABILITY CORPORATION

L Year of formation: 2007

M State of legal domicile: NH

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: THE MISSION OF CORE PHYSICIANS IS TO IMPROVE THE HEALTH OF THE COMMUNITY. THIS MISSION IS PRINCIPALLY ACCOMPLISHED THROUGH THE PROVISION OF HEALTH SERVICES AND INFORMATION TO THE COMMUNITY WITHIN THE RESOURCES AVAILABLE. AS A MULTI-SPECIALTY GROUP PRACTICE CORE PHYSICIANS PROVIDES COMMUNITY ACCESS TO PRIMARY CARE PHYSICIANS, SPECIALTY PHYSICIAN SERVICES, PEDIATRIC DENTAL SERVICES, OFFICE BASED LABORATORY SERVICE, AS WELL AS CONTRACTED PHYSICIANS TO SUPPORT EXETER HOSPITAL'S 24/7 INTENSIVEST COVERAGE PROGRAM IN ITS ICU, AND INPATIENT HOSPITALIST PROGRAM. CORE PHYSICIANS SUPPORTS ACCESS TO ITS PHYSICIANS AND MEDICAL SERVICES THROUGH A ROBUST FINANCIAL ASSISTANCE PROGRAM THAT UNDERWRITES UP TO 100% OF THE COST OF MEDICAL CARE PROVIDED BY ITS PHYSICIANS BASED ON FAMILY SIZE AND INCOME FOR RESIDENTS OF OUR SERVICE AREA.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	12
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	606
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	40,500
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	1,265

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	22,938
9	Program service revenue (Part VIII, line 2g) .........	61,129,762	63,600,128
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	4,326	3,918
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	7,649,176	7,091,876
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	68,783,264	70,718,860
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	0	0
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	63,778,699	63,570,172
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)....	19,273,828	21,199,521
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	83,052,527	84,769,693
19	Revenue less expenses. Subtract line 18 from line 12.......	-14,269,263	-14,050,833
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	12,036,172	11,783,946
21	Total liabilities (Part X, line 26).............	10,352,722	10,648,475
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,683,450	1,135,471

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 (2013)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response or note to any line in this Part III ..............

Briefly describe the organization’s mission: THE MISSION OF CORE PHYSICIANS IS TO IMPROVE THE HEALTH OF THE COMMUNITY. THIS MISSION IS PRINCIPALLY ACCOMPLISHED THROUGH THE PROVISION OF HEALTH SERVICES AND INFORMATION TO THE COMMUNITY WITHIN THE RESOURCES AVAILABLE. AS A MULTI-SPECIALTY GROUP PRACTICE, CORE PHYSICIANS PROVIDES COMMUNITY ACCESS TO PRIMARY CARE PHYSICIANS, SPECIALTY PHYSICIAN SERVICES, PEDIATRIC DENTAL SERVICES, OFFICE BASED LABORATORY SERVICE, AS WELL AS CONTRACTED PHYSICIANS TO SUPPORT EXETER HOSPITAL'S 24/7 INTENSIVEST COVERAGE PROGRAM IN ITS ICU, AND INPATIENT HOSPITALIST PROGRAM. CORE PHYSICIANS SUPPORTS ACCESS TO ITS PHYSICIANS AND MEDICAL SERVICES THROUGH A ROBUST FINANCIAL ASSISTANCE PROGRAM THAT UNDERWRITES UP TO 100% OF THE COST OF MEDICAL CARE PROVIDED BY ITS PHYSICIANS BASED ON FAMILY SIZE AND INCOME FOR RESIDENTS OF OUR SERVICE AREA.

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 $ 71,576,374 including grants of $ ) (Revenue $ 70,651,504 )
	CORE PHYSICIANS PROVIDES ACCESS TO PRIMARY CARE SERVICES TO MORE THAN 50,000 SEACOAST AREA RESIDENTS OF ALL AGES AND ALL DEMOGRAPHIC AND SOCIO-ECONOMIC BACKGROUNDS REGARDLESS OF THEIR ABILITY TO PAY. CORE PHYSICIANS HAS OVER 160 PROVIDERS LOCATED IN 32 LOCATIONS ACROSS THE SEACOAST. IN 2014 CORE PHYSICIANS SUPPORTED ITS MISSION BY SUPPORTING $7,342,437 IN COMMUNITY OUTREACH, BENEFITS AND FINANCIAL SUPPORT TO THE COMMUNITY EXCLUDING $14,040,918 IN UNCOVERED MEDICARE EXPENSES. PHYSICIAN'S PRIMARY CARE SERVICES ARE BROKEN DOWN INTO THREE SPECIALTIES INCLUDING PEDIATRICS, FAMILY PRACTICE AND INTERNAL MEDICINE. ALL CORE PHYSICIANS PRIMARY CARE PRACTICES, WITH THE EXCEPTION OF EPPING PEDIATRICS, HAVE RECEIVED NATIONAL RECOGNITION FOR ITS PIONEERING WORK IN THE DEVELOPMENT OF THE PATIENT CENTERED MEDICAL HOME MODEL. CORE PHYSICIANS PEDIATRICIANS ALSO SUPPORT THE REGION'S ONLY FORMALIZED MEDICAL EVALUATION SERVICE FOR VICTIMS OF CHILD ABUSE. CORE PHYSICIANS FINANCIAL ASSISTANCE PROGRAM IS AVAILABLE TO ALL INDIVIDUALS WHO MEET THE FINANCIAL ELIGIBILITY REQUIREMENTS AND WHO LIVE WITHIN CORE PHYSICIANS' SPECIFIED SERVICE AREA FOR MEDICALLY NECESSARY SERVICES

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	IN ORDER TO SUPPORT THE MORE COMPLEX MEDICAL NEEDS OF OUR PRIMARY CARE PATIENTS AND THOSE OF UNAFFILIATED PATIENTS FROM ACROSS OUR SERVICE AREA, CORE PHYSICIANS PROVIDES A FULL RANGE OF MEDICAL AND SURGICAL SPECIALTIES. OUR AREAS OF SPECIALIZATION INCLUDE DIABETES, ORTHOPEDIC SURGERY, PHYSIATRY, RHEUMATOLOGY, MEDICAL AND INVASIVE CARDIOLOGY, SLEEP MEDICINE, COMPREHENSIVE OTOLARYNGOLOGY & AUDIOLOGY, PLASTIC SURGERY, VASCULAR SURGERY, PODIATRY, UROLOGY, PULMONOLOGY, ACUPUNTURE, ENDOCRINOLOGY, GENERAL SURGERY, NEUROLOGY, GASTRONENTEROLOGY, WOMEN'S HEALTH, ALLERGY AND INFECTIOUS DISEASE. OUR SPECIALTY SERVICES CONTINUE TO EXPAND IN ORDER TO REFLECT THE CHANGING AND GROWING HEALTHCARE NEEDS OF OUR COMMUNITY. CORE PHYSICIAN SPECIALISTS ARE BOARD CERTIFIED. CORE PHYSICIANS FINANCIAL ASSISTANCE PROGRAM ALSO EXTENDS TO COVER MEDICALLY NECESSARY SPECIALIST PROFESSIONAL SERVICES FOR INDIVIDUALS WHO MEET OUR ELIGIBILITY REQUIREMENTS.

4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )
	THE DENTAL PROGRAM WHICH IS CURRENTLY PART OF CORE PHYSICIANS WAS ORIGINALLY INITIATED AS A SEPARATE AFFILIATED ENTITY IN RESPONSE TO A DOCUMENTED GAP IN THE COMMUNITY RELATED TO THE AVAILABILITY OF DENTAL SERVICES FOR CHILDREN EITHER WITHOUT INSURANCE OR ON MEDICAID. THE DENTAL PROGRAM IS ONE OF SEVERAL "MISSION BASED" SPECIALTY MEDICAL SERVICES CORE PHYSICIANS PROVIDES IN THE GREATER SEACOAST COMMUNITY. CURRENTLY CORE PHYSICIANS HAS THREE DENTISTS AND SEVEN DENTAL HYGIENISTS WHO PROVIDE DENTAL CARE.

4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses71,576,374

Form 990 (2013)

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)? Click to see attachment

...

Yes

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..........

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........

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

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

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

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

Yes

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.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...

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 (2013)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government 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 or 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 25a................

24a

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

Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, 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

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...

35b

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

Yes

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 (2013)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response or note to any line in this Part V ..............

Yes

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

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

606

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?...

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...

Yes

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)?..........................

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

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 (2013)

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 or note to any line 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? ...........................

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

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

Yes

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

Yes

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

KEVIN J O'LEARY5 ALUMNI DRIVEEXETERNH03833 (603) 580-6695

Form 990 (2013)

Page 7

Part VII

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

Check if Schedule O contains a response or note to any line 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) DEBRA CRESTA........................................................................ CEO/PRESIDENT, SYSTEM MGR	0.00 .......................40.30	X	X	0	360,987	47,469
(2) NICK GARCIA MD........................................................................ CHAIRMAN, CLINICAL MGR	40.00 .......................0.00	X	X	471,387	0	35,631
(3) KEVIN J O'LEARY........................................................................ TREASURER, SYSTEM MGR	1.00 .......................44.00	X	X	0	422,773	96,596
(4) KEVIN J CALLAHAN........................................................................ SYSTEM MANAGER	1.00 .......................44.00	X		0	739,793	198,420
(5) RICHARD HOLLISTER MD........................................................................ CLINICAL MANAGER	40.00 .......................2.00	X		439,182	0	36,321
(6) MARTIN PRUSS MD........................................................................ CLINICAL MANAGER THRU 9/2014	40.00 .......................0.00	X		188,461	0	34,628
(7) ALEXANDRA BONESHO MD........................................................................ CLINICAL MANAGER THRU 3/2014	40.00 .......................0.00	X		234,673	0	35,666
(8) PETER IHM MD........................................................................ CLINICAL MGR	40.00 .......................0.00	X		451,838	0	38,128
(9) STEVE KAHAN MD........................................................................ CLINICAL MANAGER THRU 3/2014	40.00 .......................0.00	X		491,749	0	35,705
(10) REBECCA SNIDER MD........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		199,362	0	34,854
(11) MICHAEL PANGAN MD........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		232,665	0	37,236
(12) JAY SWETT MD........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		414,710	0	36,068
(13) MELANIE LANIER DO........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		132,888	0	2,746
(14) JESSICA SUTHERLAND MD........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		366,911	0	25,339
(15) JENNIFER JONES MD........................................................................ CLINICAL MANAGER	40.00 .......................0.00	X		172,427	0	40,599
(16) ELIZABETH SMITH MD........................................................................ CLINICAL MANAGER THRU NOVEMBER 2013	40.00 .......................1.00	X		344,171	0	29,408
(17) ALLISON CASASSA........................................................................ ASSISTANT TREASURER	1.00 .......................30.00		X	0	149,426	9,294

Form 990 (2013)

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)			(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) CONSTANCE SPRAUER........................................................................ SECRETARY	1.00 .......................42.00	X		0	347,977	36,490
(19) THOMAS MCGOVERN MD........................................................................ PHYSICIAN	40.00 .......................		X	687,640	0	36,447
(20) ROGER NOWAK MD........................................................................ PHYSICIAN	40.00 .......................		X	617,330	0	27,142
(21) KIMBERLY MARBLE MD........................................................................ PHYSICIAN	40.00 .......................		X	673,933	0	38,856
(22) E WILLIAM JOHNSON MD........................................................................ PHYSICIAN	40.00 .......................0.00		X	664,236	0	40,631
(23) AARON COLEMAN MD........................................................................ PHYSICIAN	40.00 .......................0.00		X	618,327	0	35,631

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	7,401,890	2,020,956	989,305

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

132

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

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
EXETER HOSPITAL INC5 ALUMNI DRIVEEXETERNH03833	SUPPORT SERVICES	1,443,301
EXETER HEALTH RESOURCES INC5 ALUMNI DRIVEEXETERNH03833	ADMINISTRATIVE MANAGEMENT FEES	1,229,537
NEXTGENPO BOX 809390CHICAGOIL60680	BILLING SOFTWARE & SUPPORT	915,931
WEATHERBY LOCUMS INCPO BOX 972633DALLASTX75397	LOCUMS PHYSICIAN SERVICES	699,045
ALL STAR RECRUITING LOCUMS LLCPO BOX 823424PHILADELPHIAPA19182	LOCUMS PHYSICIAN SERVICES	392,059
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 8

Form 990 (2013)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response or note to any line in this Part VIII .............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		22,938
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.......			22,938
			Business Code
2a	NET PATIENT SERVICE REVENUE		621110	63,600,128	63,600,128
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			63,600,128
3	Investment income (including dividends, interest, and other similar amounts).......			6,244			6,244
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses		2,326
c	Gain or (loss)		-2,326
d	Net gain or (loss)..........			-2,326			-2,326
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..
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...
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..
Miscellaneous Revenue			Business Code
11a	OTHER OPERATING INCOME		621110	6,259,042	6,259,042
b	MEDICAL DIRECTOR FEES		621110	792,334	792,334
c	PHYSICIAN PRACTICE MGMT INCOME		621110	40,500		40,500
d	All other revenue ....
e	Total. Add lines 11a–11d ......			7,091,876
12	Total revenue. See Instructions......			70,718,860	70,651,504	40,500	3,918

Form 990 (2013)

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 or note to any line 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
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	2,881,371	2,399,894	481,477
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	50,312,931	41,905,640	8,407,291
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	614,614	511,912	102,702
9	Other employee benefits .......	7,046,611	5,869,122	1,177,489
10	Payroll taxes ...........	2,714,645	2,261,028	453,617
11	Fees for services (non-employees):
a	Management ......
b	Legal .........
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........
12	Advertising and promotion ....	449,878	445,379	4,499
13	Office expenses .......	367,079	305,740	61,339
14	Information technology ......	465,451	387,674	77,777
15	Royalties ..
16	Occupancy ...........	4,437,454	3,695,955	741,499
17	Travel ............	347,273	289,244	58,029
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....
20	Interest ...........
21	Payments to affiliates .......	2,996,473	2,996,473
22	Depreciation, depletion, and amortization .....	969,227	807,269	161,958
23	Insurance ..............	982,198	818,073	164,125
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	UNRELATED BUSINESS TAX	2,193		2,193
b	SUPPLIES	2,651,651	2,208,560	443,091
c	SERVICE CONTRACTS	2,603,757	2,168,669	435,088
d	BAD DEBT	2,245,649	2,245,649
e	All other expenses	2,681,238	2,260,093	421,145
25	Total functional expenses. Add lines 1 through 24e	84,769,693	71,576,374	13,193,319	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2013)

Page 11


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............				1
2	Savings and temporary cash investments .........			787,061	2	883,457
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			4,924,797	4	5,108,595
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
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
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........			1,213,371	9	833,744
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	15,989,517
b	Less: accumulated depreciation .....	10b	13,116,321	3,268,512	10c	2,873,196
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............			358,066	14	358,066
15	Other assets. See Part IV, line 11 ...........			1,484,365	15	1,726,888
16	Total assets. Add lines 1 through 15 (must equal line 34)......			12,036,172	16	11,783,946
17	Accounts payable and accrued expenses .........			7,141,926	17	7,936,627
18	Grants payable .................				18
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	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..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			3,210,796	25	2,711,848
26	Total liabilities. Add lines 17 through 25.........			10,352,722	26	10,648,475
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			1,683,450	27	1,135,471
28	Temporarily restricted net assets ...........				28
29	Permanently restricted net assets ...........				29
	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 ...........			1,683,450	33	1,135,471
34	Total liabilities and net assets/fund balances ........			12,036,172	34	11,783,946

Form 990 (2013)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response or note to any line in this Part XI ..............

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

70,718,860

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

84,769,693

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

-14,050,833

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

1,683,450

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

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

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

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

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

13,502,854

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

1,135,471

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response or note to any line 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 (2013)

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.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

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	(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


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2013

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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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 2013 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2013. 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—2012. 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—2013. 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—2012. 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) 2013

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) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .					22,938	22,938
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......	58,705,564	65,020,302	67,286,717	68,732,362	70,651,504	330,396,449
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.	58,705,564	65,020,302	67,286,717	68,732,362	70,674,442	330,419,387
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...						0
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.						0
c	Add lines 7a and 7b..						0
8	Public support (Subtract line 7c from line 6.)						330,419,387

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
9	Amounts from line 6...	58,705,564	65,020,302	67,286,717	68,732,362	70,674,442	330,419,387
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..	2,966	1,626	1,913	4,326	3,918	14,749
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.	2,966	1,626	1,913	4,326	3,918	14,749
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.	37,021	46,764	46,816	46,576	40,500	217,677
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.)..	58,745,551	65,068,692	67,335,446	68,783,264	70,718,860	330,651,813

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 2013 (line 8, column (f) divided by line 13, column (f)) .........

99.930 %

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

99.910 %

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

0 %

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

0.010 %

19a

33 1/3% support tests—2013. 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—2012. 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) 2013

Page 4

Part IV

Supplemental Information. 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

Schedule A (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

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

Special Rules

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

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

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

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 2

Name of organization CORE PHYSICIANS LLC

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTEDRESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 3

Name of organization CORE PHYSICIANS LLC

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

Page 4

Name of organization
CORE PHYSICIANS LLC

Employer identification number

87-0807914

Part III

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

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2013)

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. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

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) 2013

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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. 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 ................	380,228	284,592	95,636
c	Leasehold improvements ............	2,562,738	2,259,919	302,819
d	Equipment ................	13,046,551	10,571,810	2,474,741
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				2,873,196

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. See Form 990, Part X, line 12.

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








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

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

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









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

Part IX

Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) INVESTMENT - DEFERRED COMP				1,726,888








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				1,726,888

Part X

Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DUE TO RELATED ENTITIES		840,115
DEFERRED COMPENSATION		1,726,888
DUE TO THIRD PARTIES		144,845






Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		2,711,848
2. Liability for uncertain tax positions 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) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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

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.

Return Reference	Explanation
PART X, LINE 2:	RESOURCES, THE HOSPITAL, RVNA&H, CORE AND MATRIX ARE NOT-FOR-PROFIT ORGANIZATIONS AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE), AND ARE EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. MED REAL IS A NOT-FOR-PROFIT ORGANIZATION AS DESCRIBED IN SECTION 501(C)(25) OF THE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. MANAGEMENT EVALUATED THE TAX POSITIONS OF THESE ENTITIES AND HAS CONCLUDED THAT THEY HAVE MAINTAINED THEIR TAX-EXEMPT STATUS, DO NOT HAVE ANY SIGNIFICANT UNRELATED BUSINESS INCOME, AND HAVE TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONVERGENT, VX AND SERVICES ARE FOR-PROFIT ORGANIZATIONS AND, IN ACCORDANCE WITH FEDERAL AND STATE TAX LAWS, FILE RETURNS SEPARATE FROM THAT OF RESOURCES. IN 2014 AND 2013, NO FEDERAL INCOME TAXES WERE CHARGED TO OPERATIONS DUE TO CONVERGENT, VX AND SERVICES EITHER INCURRING AN OPERATING LOSS OR UTILIZING NET OPERATING LOSS CARRYFORWARDS FROM PRIOR YEARS. MANAGEMENT BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR THE INCOME TAX POSITIONS TAKEN AND TO BE TAKEN ON TAX RETURNS, AND THAT THEIR ACCRUALS FOR TAX LIABILITIES ARE ADEQUATE FOR ALL OPEN TAX YEARS BASED ON AN ASSESSMENT OF MANY FACTORS INCLUDING EXPERIENCE AND INTERPRETATIONS OF TAX LAWS APPLIED TO THE FACTS OF EACH MATTER. THESE ENTITIES HAVE CONCLUDED THERE ARE NO SIGNIFICANT UNCERTAIN TAX POSITIONS REQUIRING DISCLOSURE AND THERE IS NO MATERIAL LIABILITY FOR UNRECOGNIZED TAX BENEFITS. IT IS THE POLICY OF THESE ENTITIES TO RECOGNIZE INTEREST OR ANY PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INCOME TAX EXPENSE. WITH FEW EXCEPTIONS, THE CORPORATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATION BY THE U.S. FEDERAL OR STATE TAX AUTHORITIES FOR YEARS BEFORE 2011.

Return Reference

Explanation

PART X, LINE 2:

RESOURCES, THE HOSPITAL, RVNA&H, CORE AND MATRIX ARE NOT-FOR-PROFIT ORGANIZATIONS AS DESCRIBED IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (THE CODE), AND ARE EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. MED REAL IS A NOT-FOR-PROFIT ORGANIZATION AS DESCRIBED IN SECTION 501(C)(25) OF THE CODE AND IS EXEMPT FROM FEDERAL INCOME TAXES ON RELATED INCOME PURSUANT TO SECTION 501(A) OF THE CODE. MANAGEMENT EVALUATED THE TAX POSITIONS OF THESE ENTITIES AND HAS CONCLUDED THAT THEY HAVE MAINTAINED THEIR TAX-EXEMPT STATUS, DO NOT HAVE ANY SIGNIFICANT UNRELATED BUSINESS INCOME, AND HAVE TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE CONSOLIDATED FINANCIAL STATEMENTS. CONVERGENT, VX AND SERVICES ARE FOR-PROFIT ORGANIZATIONS AND, IN ACCORDANCE WITH FEDERAL AND STATE TAX LAWS, FILE RETURNS SEPARATE FROM THAT OF RESOURCES. IN 2014 AND 2013, NO FEDERAL INCOME TAXES WERE CHARGED TO OPERATIONS DUE TO CONVERGENT, VX AND SERVICES EITHER INCURRING AN OPERATING LOSS OR UTILIZING NET OPERATING LOSS CARRYFORWARDS FROM PRIOR YEARS. MANAGEMENT BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR THE INCOME TAX POSITIONS TAKEN AND TO BE TAKEN ON TAX RETURNS, AND THAT THEIR ACCRUALS FOR TAX LIABILITIES ARE ADEQUATE FOR ALL OPEN TAX YEARS BASED ON AN ASSESSMENT OF MANY FACTORS INCLUDING EXPERIENCE AND INTERPRETATIONS OF TAX LAWS APPLIED TO THE FACTS OF EACH MATTER. THESE ENTITIES HAVE CONCLUDED THERE ARE NO SIGNIFICANT UNCERTAIN TAX POSITIONS REQUIRING DISCLOSURE AND THERE IS NO MATERIAL LIABILITY FOR UNRECOGNIZED TAX BENEFITS. IT IS THE POLICY OF THESE ENTITIES TO RECOGNIZE INTEREST OR ANY PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS IN INCOME TAX EXPENSE. WITH FEW EXCEPTIONS, THE CORPORATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATION BY THE U.S. FEDERAL OR STATE TAX AUTHORITIES FOR YEARS BEFORE 2011.

Schedule D (Form 990) 2013

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.
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Attach to Form 990
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Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
CORE PHYSICIANS LLC

Employer identification number
87-0807914

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	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) INTERNATIONAL MEDICAL EQUIPMENT COLLABORATIVE 1620 OSGOOD STREET N ANDOVER,MA08145	02-0489746	501(C)(3)	9,684	BOOK VALUE	MEDICAL EQT/SUPPLIES	CONTRIBUTION OF MEDICAL EQUIPMENT AND SUPPLIES TO HOSPITALS AND CLINICS WHO SERVE THE NEEDY IN COUNTRIES OUTSIDE THE UNITED STATES.
(2) SOCIETY OF ST VINCENT DE PAUL EXETER INC PO BOX 176 EXETER,NH03833	20-3945985	501(C)(3)	39,984	FAIR MARKET VALUE	MOBILE DENTAL VAN	DONATION OF MOBILE DENTAL VAN
(3) FOUNDATION FOR HEALTHY COMMUNITIES 125 AIRPORT ROAD CONCORD,NH03301	02-0275078	501(C)(3)	22,938	BOOK VALUE	COST OF SALARIES	COST OF SALARIES TO ADMINISTER "PATIENT ASSISTANCE PROGRAM RX"(MEDICATION BRIDGE)

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) 2013

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. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	ALL REQUESTS FOR GRANTS/CONTRIBUTIONS/SPONSORSHIPS OVER $5,000 REQUIRE THE APPROVAL OF AT LEAST THE VICE PRESIDENT OF STRATEGY, COMMUNITY RELATIONS AND DEVELOPMENT TO ENSURE THAT THEY ARE CONSISTENT WITH OUR MISSION, VALUES AND STRATEGIC PLAN. LARGE GRANTS LIKE THOSE GIVEN TO SOCIETY OF ST. VINCENT DE PAUL AND FOUNDATION FOR HEALTHY COMMUNITIES ARE ALSO REVIEWED BY THE CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER PRIOR TO APPROVAL. EACH OF THOSE REQUESTING ORGANIZATIONS EITHER PROVIDES A WRITTEN SUMMARY OF HOW THEY HAVE USED OUR PREVIOUS SUPPORT AS WELL AS THEIR SPECIFIC PLANS FOR ANY NEW REQUESTED FUNDING OR THEY MAKE A PRESENTATION IN PERSON USUALLY TO THE CHIEF FINANCIAL OFFICER, THE CHIEF EXECUTIVE OFFICER AND THE VICE PRESIDENT OF STRATEGY, COMMUNITY RELATIONS AND DEVELOPMENT. EACH YEAR A SUB COMMITTEE OF EXETER HEALTH RESOURCES' (PARENT COMPANY) BOARD OF TRUSTEES IS CHARGED WITH OVERSEEING OUR COMMUNITY BENEFITS PROGRAM AND OUR COMMUNITY NEEDS ASSESSMENT AND REVIEWS A DETAILED REPORT ON THE PREVIOUS YEAR'S GRANTS/ CONTRIBUTIONS/SPONSORSHIPS AND APPROVES THE CURRENT YEAR'S PLAN FOR COMMUNITY SUPPORT. THAT SUB COMMITTEE AND THE LARGER EXETER HEALTH RESOURCES' (PARENT COMPANY) BOARD OF TRUSTEES ARE REGULARLY UPDATED ON OUR COMMUNITY SUPPORT INITIATIVES.

Return Reference

Explanation

PART I, LINE 2:

ALL REQUESTS FOR GRANTS/CONTRIBUTIONS/SPONSORSHIPS OVER $5,000 REQUIRE THE APPROVAL OF AT LEAST THE VICE PRESIDENT OF STRATEGY, COMMUNITY RELATIONS AND DEVELOPMENT TO ENSURE THAT THEY ARE CONSISTENT WITH OUR MISSION, VALUES AND STRATEGIC PLAN. LARGE GRANTS LIKE THOSE GIVEN TO SOCIETY OF ST. VINCENT DE PAUL AND FOUNDATION FOR HEALTHY COMMUNITIES ARE ALSO REVIEWED BY THE CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER PRIOR TO APPROVAL. EACH OF THOSE REQUESTING ORGANIZATIONS EITHER PROVIDES A WRITTEN SUMMARY OF HOW THEY HAVE USED OUR PREVIOUS SUPPORT AS WELL AS THEIR SPECIFIC PLANS FOR ANY NEW REQUESTED FUNDING OR THEY MAKE A PRESENTATION IN PERSON USUALLY TO THE CHIEF FINANCIAL OFFICER, THE CHIEF EXECUTIVE OFFICER AND THE VICE PRESIDENT OF STRATEGY, COMMUNITY RELATIONS AND DEVELOPMENT. EACH YEAR A SUB COMMITTEE OF EXETER HEALTH RESOURCES' (PARENT COMPANY) BOARD OF TRUSTEES IS CHARGED WITH OVERSEEING OUR COMMUNITY BENEFITS PROGRAM AND OUR COMMUNITY NEEDS ASSESSMENT AND REVIEWS A DETAILED REPORT ON THE PREVIOUS YEAR'S GRANTS/ CONTRIBUTIONS/SPONSORSHIPS AND APPROVES THE CURRENT YEAR'S PLAN FOR COMMUNITY SUPPORT. THAT SUB COMMITTEE AND THE LARGER EXETER HEALTH RESOURCES' (PARENT COMPANY) BOARD OF TRUSTEES ARE REGULARLY UPDATED ON OUR COMMUNITY SUPPORT INITIATIVES.

Schedule I (Form 990) 2013

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, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

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
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..

Yes

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

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

Yes

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) 2013

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)DEBRA CRESTACEO/PRESIDENT, SYSTEM MGR	(i) (ii)	0 255,295	0 71,122	0 34,570	0 15,300	0 32,169	0 408,456	0 0
(2)NICK GARCIA MDCHAIRMAN, CLINICAL MGR	(i) (ii)	437,959 0	15,508 0	17,920 0	5,100 0	30,531 0	507,018 0	0 0
(3)KEVIN J O'LEARYTREASURER, SYSTEM MGR	(i) (ii)	0 297,107	0 70,620	0 55,046	0 75,650	0 20,946	0 519,369	0 0
(4)KEVIN J CALLAHANSYSTEM MANAGER	(i) (ii)	0 543,852	0 121,000	0 74,941	0 167,650	0 30,770	0 938,213	0 0
(5)RICHARD HOLLISTER MDCLINICAL MANAGER	(i) (ii)	332,904 0	88,508 0	17,770 0	5,100 0	31,221 0	475,503 0	0 0
(6)MARTIN PRUSS MDCLINICAL MANAGER THRU 9/2014	(i) (ii)	160,854 0	22,379 0	5,228 0	3,872 0	30,756 0	223,089 0	0 0
(7)ALEXANDRA BONESHO MDCLINICAL MANAGER THRU 3/2014	(i) (ii)	188,325 0	28,652 0	17,696 0	4,845 0	30,821 0	270,339 0	0 0
(8)PETER IHM MDCLINICAL MGR	(i) (ii)	369,835 0	63,880 0	18,123 0	5,100 0	33,028 0	489,966 0	0 0
(9)STEVE KAHAN MDCLINICAL MANAGER THRU 3/2014	(i) (ii)	395,334 0	71,609 0	24,806 0	5,100 0	30,605 0	527,454 0	0 0
(10)REBECCA SNIDER MDCLINICAL MANAGER	(i) (ii)	160,999 0	14,209 0	24,154 0	4,168 0	30,686 0	234,216 0	0 0
(11)MICHAEL PANGAN MDCLINICAL MANAGER	(i) (ii)	195,022 0	19,837 0	17,806 0	4,810 0	32,426 0	269,901 0	0 0
(12)JAY SWETT MDCLINICAL MANAGER	(i) (ii)	377,259 0	19,980 0	17,471 0	5,100 0	30,968 0	450,778 0	0 0
(13)JESSICA SUTHERLAND MDCLINICAL MANAGER	(i) (ii)	348,667 0	400 0	17,844 0	5,100 0	20,239 0	392,250 0	0 0
(14)JENNIFER JONES MDCLINICAL MANAGER	(i) (ii)	122,844 0	31,971 0	17,612 0	3,711 0	36,888 0	213,026 0	0 0
(15)ELIZABETH SMITH MDCLINICAL MANAGER THRU NOVEMBER 2013	(i) (ii)	225,253 0	73,360 0	45,558 0	0 0	29,408 0	373,579 0	0 0
(16)ALLISON CASASSAASSISTANT TREASURER	(i) (ii)	0 124,119	0 25,185	0 122	0 8,966	0 328	0 158,720	0 0
(17)CONSTANCE SPRAUERSECRETARY	(i) (ii)	0 250,354	0 51,500	0 46,123	0 15,300	0 21,190	0 384,467	0 0
(18)THOMAS MCGOVERN MDPHYSICIAN	(i) (ii)	618,010 0	33,304 0	36,326 0	5,100 0	31,347 0	724,087 0	0 0
(19)ROGER NOWAK MDPHYSICIAN	(i) (ii)	594,920 0	4,400 0	18,010 0	5,100 0	22,042 0	644,472 0	0 0
(20)KIMBERLY MARBLE MDPHYSICIAN	(i) (ii)	412,806 0	237,161 0	23,966 0	5,100 0	33,756 0	712,789 0	0 0
(21)E WILLIAM JOHNSON MDPHYSICIAN	(i) (ii)	396,005 0	250,311 0	17,920 0	5,100 0	35,531 0	704,867 0	0 0
(22)AARON COLEMAN MDPHYSICIAN	(i) (ii)	592,007 0	8,400 0	17,920 0	5,100 0	30,531 0	653,958 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation
PART I, LINE 1A	TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE PROVIDED TO DEBRA CRESTA, KEVIN CALLAHAN, KEVIN O'LEARY, CONSTANCE SPRAUER, REBECCA SNIDER MD, AND ELIZABETH SMITH MD (FOR ACQUISITION OF SUPPLEMENTAL LONG TERM DISABILITY INSURANCE). THE BENEFIT WAS TREATED AS TAXABLE INCOME.
PART I, LINE 1B	THERE WAS NO EXISTING POLICY CONCERNING TAX INDEMNIFICATION AND GROSS UP PAYMENTS. HOWEVER, IN THE INSTANCE OF SUCH ACTION RELATED TO THE ACQUISITION OF LONG TERM DISABILITY INSURANCE DESCRIBED ABOVE, THE TAX INDEMNIFICATION AND GROSS UP PAYMENTS WERE APPROVED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES EXECUTIVE COMMITTEE COMPRISED OF DISINTERESTED PERSONS.
PART I, LINE 3	THE CEO OF CORE PHYSICIANS, LLC IS COMPENSATED BY A RELATED ORGANIZATION, EXETER HEALTH RESOURCES, INC. EXETER HEALTH RESOURCES, INC. USES A COMPENSATION COMMITTEE, AN INDEPENDENT COMPENSATION CONSULTANT, A COMPENSATION SURVEY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE.
PART I, LINE 4B	THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES, INC.) MAINTAINS A SPLIT DOLLAR SUPPLEMENTAL RETIREMENT PLAN FOR TWO EXECUTIVES (LISTED BELOW WITH AMOUNTS) SELECTED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. THE PLAN IS CLOSED TO FUTURE PARTICIPANTS. THE PLAN PROVIDES FOR ANNUAL PAYMENTS OF PREMIUMS FOR LIFE INSURANCE POLICIES INSURING THE LISTED INDIVIDUALS. THOSE LIFE INSURANCE PREMIUMS ARE COLLATERALLY ASSIGNED TO THE CORPORATION AND ANY EXCESS ACCUMULATED VALUE IN THE POLICIES (NET OF ACCUMULATED PREMIUM PAYMENTS WHICH ARE RETURNED TO THE ORGANIZATION UPON THE EXECUTIVE ATTAINING THE AGE OF 70) IS AVAILABLE TO BE PAID TO THE PARTICIPANT ONCE VESTED AT AGE 62 AND UPON RETIREMENT FROM THE ORGANIZATION. LIFE INSURANCE PREMIUM PAYMENTS DURING THE TAX YEAR: KEVIN CALLAHAN-$312,478 KEVIN O'LEARY-$146,277 KEVIN CALLAHAN - EXCESS ACCUMULATED VALUE - $1,618,484 KEVIN O'LEARY - EXCESS ACCUMULATED VALUE - $674,148 CERTAIN OF THE LISTED EMPLOYEES PARTICIPATE IN A NONQUALIFIED DEFERRED COMPENSATION PLAN AS DESCRIBED IN INTERNAL REVENUE CODE SECTION 457 (F) SPONSORED BY EXETER HEALTH RESOURCES. IN THE CALENDAR YEAR ENDED DECEMBER 31, 2013, THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN CALLAHAN WAS $160,000 AND THE CONTRIBUTION TO THE PLAN FOR THE NON-VESTED BENEFIT OF KEVIN O'LEARY WAS $68,000. PARTICIPANTS IN THE 457 (F) PLAN DO NOT VEST UNTIL AGE 62 WHEN IT IS PAYABLE TO THE PARTICIPANT.
PART I, LINE 7	THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES, INC) PROVIDES AN ANNUAL INCENTIVE COMPENSATION PLAN FOR EXECUTIVES SELECTED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES. THESE EXECUTIVES INCLUDE: KEVIN CALLAHAN, KEVIN O'LEARY, CONSTANCE SPRAUER, ALLISON CASSASA AND DEBRA CRESTA. THE EXETER HEALTH RESOURCES BOARD AND/OR ITS EXECUTIVE COMMITTEE APPROVES MEASUREABLE ACHIEVEMENT CRITERIA FOR QUALITY, PATIENT SATISFACTION, PROCESS IMPROVEMENT, FINANCIAL PERFORMANCE, SERVICES INNOVATION AND OTHER COMPELLING AREAS OF STRATEGIC AND OPERATIONAL INTEREST. ADDITIONALLY THE EXETER HEALTH RESOURCES BOARD AND/OR ITS EXECUTIVE COMMITTEE ESTABLISHES MINIMUM, TARGETED AND MAXIMUM LEVELS FOR INCENTIVE AWARDS AND APPROVES ALL AWARDS FOR PARTICIPATING EXECUTIVES. CORE PHYSICIANS' HAS A COMPENSATION PLAN THAT IS BASED UPON COMPETITIVE MARKET RATES RELATIVE TO A PHYSICIAN'S SPECIALTY. THE ORGANIZATION UTILIZES THE SERVICES OF AN OUTSIDE COMPENSATION CONSULTANT TO DETERMINE MARKET BENCHMARKS. TOTAL COMPENSATION CONSISTS OF A BASE SALARY, A POTENTIAL FOR A PRODUCTIVITY BONUS, AN ON-CALL STIPEND (IF APPLICABLE), A MEDICAL DIRECTORSHIP STIPEND (IF APPLICABLE), A CITIZENSHIP AND QUALITY PAYMENT THAT IS EARNED BASED UPON THE ACHIEVEMENT OF OBJECTIVES SET IN ADVANCE. THE PRODUCTIVITY BONUS IS BASED ON WORK RELATIVE VALUE UNITS (WRVU) PRODUCTION AND WOULD BE ELIGIBLE TO ANYONE WHO PRODUCES WRVU'S ABOVE HIS OR HER BASE SALARY WRVU LEVEL. BASE COMPENSATION IS ALSO ADJUSTED IF WORK RELATIVE VALUE UNITS FALL BELOW THE BASE SALARY WRVU EQUIVALENCY LEVEL. THE PHYSICIANS' COMPENSATION IS APPROVED BY CORE PHYSICIANS, LLC'S COMPENSATION COMMITTEE WHICH IS COMPRISED OF SYSTEM MANAGERS WHO ARE APPROVED BY THE EXETER HEALTH RESOURCES BOARD OF TRUSTEES.

Schedule J (Form 990) 2013

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.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 6	EXETER HEALTH RESOURCES, INC. IS THE SOLE MEMBER OF CORE PHYSICIANS, LLC.
FORM 990, PART VI, SECTION A, LINE 7A	CORE'S GOVERNING BODY IS MADE UP OF 2 CLASSES OF MANAGERS: SYSTEM MANAGERS AND CLINICIAN MANAGERS. THE 3 SYSTEM MANAGERS ARE THE PRESIDENT (EX-OFFICIO) AND TREASURER (EX-OFFICIO) OF EXETER HEALTH RESOURCES, INC. CORE'S SOLE MEMBER AND CORE'S CEO (EX-OFFICIO), WHO ARE APPOINTED BY THE EXETER HEALTH RESOURCES, INC. BOARD OF TRUSTEES. THE CLINICIAN MANAGERS ARE NOMINATED BY THE CORE CLINICIANS AND APPOINTMENT AS A CLINICIAN MANAGER IS SUBJECT TO THE APPROVAL OF THE EXETER HEALTH RESOURCES, INC. BOARD OF TRUSTEES.
FORM 990, PART VI, SECTION A, LINE 7B	THE SOLE MEMBER HAS THE AUTHORITY TO APPROVE BUDGETS, AUTHORIZE MAJOR NON-OPERATIONAL TRANSACTIONS, DISSOLVE THE LLC, DESIGNATE THE FISCAL YEAR AND APPOINT A CPA FOR THE CONDUCT OF AN AUDIT, CHANGE THE LLC'S NAME, AMEND THE OPERATING AGREEMENT AND REQUIRE THE LLC TO COMPLY WITH CERTAIN POLICIES AND PROCEDURES OF THE MEMBER FOR GOVERNANCE OF THE SYSTEM.
FORM 990, PART VI, SECTION B, LINE 11	THE 990 IS PREPARED BY AN OUTSIDE TAX ACCOUNTANT WITH INFORMATION PROVIDED BY THE ORGANIZATION. THE 990 IS REVIEWED BY THE ORGANIZATION'S TREASURER AND THEN PRESENTED TO THE SYSTEM MANAGERS AND CLINICAL MANAGERS BEFORE IT IS FILED WITH THE IRS.
FORM 990, PART VI, SECTION B, LINE 12C	THE SYSTEM MANAGERS HAVE ADOPTED A CONFLICT OF INTEREST POLICY THAT REQUIRES THE DISCLOSURE OF CONFLICTS OF INTEREST EITHER WHEN THE INTEREST BECOMES A MATTER OF POSSIBLE ACTION BY THE BOARD OR DURING AN ANNUAL DISCLOSURE PROCESS. DIRECTORS (A/K/A MANAGERS), OFFICERS, AND KEY EMPLOYEES, AS WELL AS ALL MEMBERS OF SENIOR MANAGEMENT, ARE PART OF THE ANNUAL DISCLOSURE PROCESS, WHICH IS INITIATED BY THE ISSUANCE OF A MEMORANDUM AND ACCOMPANYING QUESTIONNAIRE BY THE PRESIDENT. ALL DISCLOSURES ARE REVIEWED. ANY MANAGER WITH A CONFLICT OF INTEREST IS REQUIRED TO ABSTAIN FROM VOTING OR A QUORUM DETERMINATION ON THE MATTER AND ANY OFFICER, KEY EMPLOYEE, OR MEMBER OF SENIOR MANAGEMENT WITH A CONFLICT DOES NOT TAKE PART IN MAKING AND IS NOT PRESENT FOR ANY DECISION REGARDING THE MATTER. THE POLICY IS MONITORED AND ENFORCED BY BOTH THE PRESIDENT AND THE FULL BOARD. A SEPARATE ORGANIZATIONAL POLICY REQUIRES ALL EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST IN WRITING UPON HIRE. THEREAFTER, ON AN ANNUAL BASIS STAFF WITHIN HUMAN RESOURCES SURVEY (A) ALL PROVIDERS, (B) ALL EMPLOYEES AND CONTRACTED STAFF SERVING IN A MANAGERIAL ROLE, AND (C) ALL MEMBERS OF ANY COMMITTEES WHICH MAKE RECOMMENDATIONS OR DECISIONS REGARDING THE PURCHASE OF GOODS OR SERVICES AS A MEANS TO ENSURE THAT ANY CONFLICT OF INTEREST IS APPROPRIATELY DISCLOSED AND MANAGED. EMPLOYEES OTHERWISE ARE REQUIRED TO SUPPLEMENT OR MAKE ANY FURTHER WRITTEN DISCLOSURE AT THE TIME A CONFLICT ARISES. THIS POLICY IS MONITORED AND ENFORCED BY THE DEPARTMENT OF HUMAN RESOURCES, AS WELL AS CORE'S PRESIDENT AND COMPLIANCE OFFICER. ANY CONFLICT OF INTEREST IS MANAGED UNDER THIS POLICY BY DISCLOSURE, RECUSAL, OR DIVESTITURE OF THE INTEREST.
FORM 990, PART VI, SECTION B, LINE 15	THE ORGANIZATION'S PARENT (EXETER HEALTH RESOURCES) HAS A FORMAL PROCESS FOR DETERMINING TOTAL COMPENSATION FOR THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS THAT IS INTENDED TO PROVIDE REASONABLE COMPENSATION FOR ACHIEVING THE ORGANIZATION'S MISSION, TO RECOGNIZE INDIVIDUAL AND TEAM PERFORMANCE, AND TO COMPLY WITH THE ORGANIZATION'S OBLIGATIONS AS A TAX-EXEMPT CHARITABLE ORGANIZATION. THE EXECUTIVE COMMITTEE OF THE EXETER HEALTH RESOURCES' BOARD OF TRUSTEES CONDUCTS AN ANNUAL REVIEW OF THE COMPENSATION OF THE CORE PRESIDENT AND OTHER LISTED SYSTEM MANAGERS. IN DOING SO, THE COMMITTEE RETAINS A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT TO CONDUCT COMPETITIVE MARKET ANALYSIS OF THE MARKET RANGES OF BASE, INCENTIVE, AND TOTAL CASH COMPENSATION, AND TO PROVIDE ADVICE CONCERNING THE REASONABLENESS OF THE COMPENSATION OF THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS. THE EXETER HEALTH RESOURCES EXECUTIVE COMMITTEE UTILIZES THAT ANALYSIS AND OTHER APPROPRIATE INFORMATION IN CONNECTION WITH ITS ANNUAL REVIEW OF THE COMPENSATION OF THE CORE PRESIDENT AND CORE'S OTHER SYSTEM MANAGERS. INFORMATION WHICH THE COMMITTEE MAY CONSIDER CAN INCLUDE BUT IS NOT LIMITED TO THE PERFORMANCE OF THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS INDIVIDUALLY OR COLLECTIVELY AS EXECUTIVE MANAGEMENT TEAM MEMBERS, THE PERFORMANCE OF THE ORGANIZATION IN WHOLE AND IN PART, THE ELEMENTS OF TOTAL COMPENSATION AND SALARY HISTORY, THE ORGANIZATION'S COMPENSATION TARGETS AND COMPARABILITY DATA, INCLUDING THE DATA PREPARED BY THE INDEPENDENT CONSULTANT AND REVIEWED WITH THE COMMITTEE. THE COMMITTEE INCORPORATES A PERFORMANCE APPRAISAL PROCESS FOR THE CORE PRESIDENT AND OTHER SYSTEM MANAGERS' COMPENSATION REVIEW. CORE'S PRESIDENT AND OTHER SYSTEM MANAGERS ARE NOT PRESENT WHEN THE EXECUTIVE COMMITTEE DISCUSSES THEIR RESPECTIVE COMPENSATION. IN ADDITION, THE EXECUTIVE COMMITTEE DETERMINES IF THE THRESHOLD REQUIREMENTS FOR INCENTIVE AWARDS ARE MET CONSISTING OF THE ORGANIZATION'S PERFORMANCE RESULTS FOR QUALITY, OPERATING SYSTEM EXCELLENCE AND FINANCIAL PERFORMANCE. FOR THE PRESIDENT OF CORE, THE EXECUTIVE COMMITTEE CONSIDERS THE RECOMMENDATIONS OF THE SYSTEM MANAGER WHO IS THE PRESIDENT OF THE MEMBER (EXETER HEALTH RESOURCES, INC.) CONCERNING COMPENSATION ADJUSTMENTS AND INCENTIVE AWARDS; THE EXECUTIVE COMMITTEE THEN DETERMINES CORE'S PRESIDENT'S COMPENSATION. FOR THE SYSTEM MANAGER WHO IS THE TREASURER OF THE MEMBER (EXETER HEALTH RESOURCES, INC.), THAT SYSTEM MANAGER'S COMPENSATION IS CONSIDERED BY THE EXECUTIVE COMMITTEE UPON RECOMMENDATION OF THE MEMBER'S (EXETER HEALTH RESOURCES, INC.) PRESIDENT. THE EXECUTIVE COMMITTEE THEN DETERMINES THAT SYSTEM MANAGER'S COMPENSATION WHICH IS SUBSEQUENTLY RATIFIED BY THE BOARD OF TRUSTEES OF THE MEMBER (EXETER HEALTH RESOURCES, INC.). FOR THE SYSTEM MANAGER WHO IS THE PRESIDENT OF THE MEMBER (EXETER HEALTH RESOURCES, INC.), THAT SYSTEM MANAGER'S COMPENSATION IS CONSIDERED BY THE EXECUTIVE COMMITTEE AND THE COMMITTEE MAKES RECOMMENDATIONS CONCERNING THAT SYSTEM MANAGER'S COMPENSATION TO THE BOARD OF TRUSTEES OF THE MEMBER (EXETER HEALTH RESOURCES, INC.) FOR ITS APPROVAL. THE EXECUTIVE COMMITTEE OF THE MEMBER'S BOARD OF TRUSTEES AND THE BOARD OF TRUSTEES OF THE MEMBER CONSIDER WHETHER THE COMPENSATION ADJUSTMENTS AND PERFORMANCE AWARDS ARE IN THE ORGANIZATION'S BEST INTEREST AND BENEFIT AND COMPLY WITH BOARD OF TRUSTEES APPROVED PARAMETERS. THE COMPENSATION OF THE CORE PHYSICIANS' CHAIRMAN AND OTHER CLINICIAN MANAGERS IS GOVERNED BY THE CORE PHYSICIANS' COMPENSATION PLAN WHICH IS APPROVED SOLELY BY THE SYSTEM MANAGERS (CORE'S PRESIDENT, PRESIDENT OF THE MEMBER AND TREASURER OF THE MEMBER). THE SYSTEM MANAGERS REVIEW COMPARABILITY DATA PREPARED BY A QUALIFIED INDEPENDENT COMPENSATION CONSULTANT WHEN APPROVING COMPENSATION OF THE CLINICIAN MANAGERS INCLUDING THE CHAIRMAN OF CORE. THE SYSTEM MANAGERS CONSIDER WHETHER THE COMPENSATION OF THE CLINICIAN MANAGERS (INCLUDING THE CHAIRMAN OF CORE) AND ANY ADJUSTMENTS TO COMPENSATION ARE IN THE ORGANIZATION'S BEST INTEREST AND BENEFIT AND IN COMPLIANCE WITH CORE PHYSICIAN'S COMPENSATION PLAN.
FORM 990, PART VI, SECTION C, LINE 19	THESE DOCUMENTS ARE AVAILABLE UPON REQUEST.
FORM 990, PART XI, LINE 9:	TRANSFERS FROM AFFILIATES 13,502,854.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

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- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990. MediumBullet

See separate instructions.
MediumBullet

Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

CORE PHYSICIANS LLC

Employer identification number

87-0807914

Part I

Identification of Disregarded Entities Complete if the organization answered "Yes" on 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" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled 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) EXETER HEALTH RESOURCES INC 5 ALUMNI DRIVE EXETER,NH03833 02-0222126	MANAGEMENT AND SUPPORTING ORGANIZATION, HOLDING COMPANY	NH	501(C)(3)	11			No
(2) EXETER HOSPITAL 5 ALUMNI DRIVE EXETER,NH03833 22-2674014	HOSPITAL	NH	501(C)(3)	3	EXETER HEALTH RESOURCES INC		No
(3) ROCKINGHAM VISITING NURSE ASSOC 5 ALUMNI DRIVE EXETER,NH03833 02-0274905	HOME CARE, HOSPICE	NH	501(C)(3)	9	EXETER HEALTH RESOURCES INC		No
(4) MATRIX HEALTH 5 ALUMNI DRIVE EXETER,NH03833 02-0473737	MANAGE RESOURCES	NH	501(C)(3)	11	EXETER HEALTH RESOURCES INC		No
(5) EXETER MED REAL 5 ALUMNI DRIVE EXETER,NH03833 02-0418718	REAL ESTATE HOLDING	NH	501(C)(25)		EXETER HEALTH RESOURCES INC		No
(6) EXETER HEALTH RESOURCES SELF INS TRUST 5 ALUMNI DRIVE EXETER,NH03833 20-0753662	SELF INSURANCE TRUST	NH	501(C)(3)	11	EXETER HEALTH RESOURCES INC		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2013

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(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 V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(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) CONVERGENT HEALTH SYSTEMS INC 5 ALUMNI DRIVE EXETER,NH03833 02-0469711	WELLNESS CENTER	NH	EXETER HEALTH RESOURCES INC	C				No
(2) VX HEALTH SERVICES 5 ALUMNI DRIVE EXETER,NH03833 02-0469712	INACTIVE FITNESS CENTER	NH	CONVERGENT HEALTH SYSTEMS INC	C				No
(3) EXETER MEDICAL SERVICES 5 ALUMNI DRIVE EXETER,NH03833 02-0419850	INACTIVE PHYSICIAN PRACTICE	NH	CONVERGENT HEALTH SYSTEMS INC	C				No
(4) CORE HEALTH SERVICES OF MA 5 ALUMNI DRIVE EXETER,NH03833 20-1598042	INACTIVE PHYSICIAN PRACTICE	MA	EXETER HEALTH RESOURCES INC	C				No

Schedule R (Form 990) 2013

Page 3

Part V

Transactions With Related Organizations Complete if the organization answered "Yes" on 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Yes

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

Yes

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

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

Yes

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

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

Yes

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

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 related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) EXETER MED REAL	K	2,375,906	CASH

Schedule R (Form 990) 2013

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2013

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2013

Additional Data

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